5,155 2.1 (4.8) million € 962 897 7.2 2.0 million € 349 (0.9) 4 For more information, see page 101. 5 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 6 Excluding emissions from oil and gas production Audits along the value chain 2015 346 million metric tons (9.2) 31.5 metric tons 25.1 21.5 16.7 Emissions of greenhouse gases Emissions to air (air pollutants)6 Waste Operating costs for environmental protection Investments in environmental protection plants and facilities million metric tons of CO2 equivalents 22.2 22.4 (0.9) thousand metric tons 28.6 2014 Change in % Suppliers Number of on-site sustainability audits of raw material suppliers Board of Executive Directors 9 The Board of Executive Directors of BASF SE 12 BASF on the capital market 14 Management's Report The BASF Group 21 Our strategy Innovation Investments, acquisitions and divestitures Business models and customer relations Working at BASF 24 Letter from the Chairman of the (6.3) To Our Shareholders 10.4 135 120 12.5 Responsible Care Management System Number of environmental and safety audits 130 121 7.4 Number of short-notice audits 68 73 (6.8) Number of occupational medicine and health protection audits 53 48 Contents 3.2 3.0 thousand metric tons 56.2 45.4 23.8 2015 2014 Change in % Safety, security and health Transportation incidents with significant impact on the environment 0 1 (100) Process safety incidents per one million working hours 2.1 2.2 million € (4.5) 8.2 9,982 Apprentices at year-end Personnel expenses Society Donations and sponsorship Safety, security, health and the environment 2015 2014 Change in % 112,435 113,292 (0.8) 3,240 3,186 1.7 million € 9,224 34 Lost-time injuries 1.4 Emissions of organic substances to water Emissions of nitrogen to water Emissions of heavy metals to water million cubic meters 1,686 1,877 (10.2) million cubic meters 22.1 22.7 (2.6) thousand metric tons 17.3 18.7 (7.5) Withdrawal of drinking water per one million working hours Total water withdrawal 588 1.5 (6.7) 0.97 0.91 6.6 Health Performance Index4 Environment Primary energy use million MWh 57.3 59.0 (2.9) Energy efficiency in production processes kilograms of sales product/MWh 599 1.9 39 41 42 November 20-30 D-BASF Cigator Space creator-pace Creator Space Welcome to Creator Space™ online! Cator Space Sur Creator Space™ online A wide variety of people shared and discussed their opinions, ideas and suggestions on the interactive online platform set up for our anniversary year. Visit us at creator-space.basf.com 750 discussions 12,700 participants 1,700 contributions I 1 Mumbai January 16-23 Ludwigshafen Shanghai 6 5 2 3 Ludwigshafen March 9-10 New York May 26-31 Barcelona October 26-30 4 São Paulo August 17-23 6 Creator Space™ tour stops The Creator Space TM tour circumnavigated the globe, offering a broad program of presentations, workshops and cultural events for customers, partners, experts and employees. LO 1 Watch a video on our anniversary year by searching youtube.com for: "BASF Creator Space - the year 2015 in review" March 20-27 2 150 YEARS OF BASF Which ideas emerged 黑气安全知识问卷 URBAN LIVING A clean air app How does growing urbanization affect our planet? And how can we as individuals lead a sustainable lifestyle? These were the questions addressed at the "Creatathon" in Shanghai. The idea: People engage in a highly creative activity for a sustained, uninterrupted period of time. Just like in Shanghai, when BASF invited six college teams to spend 24 hours devoting themselves to developing an app-based, sustainable mobility solution. The goal of the app was to help city dwellers minimize their carbon footprint by selecting the most environ- mentally friendly mode of transportation. In the end, first place went to the team from East China Normal University: With their "Carbon Coin" idea, consumers can cash in their personal contribution to sustainability as "currency" on an online platform - similar to emissions trading between companies. The green way to go: Megacities like Shanghai are already home to over 20 million people today. That means public transit and other alternate modes of transportation will play an even greater role in reducing emissions in the future. ORM 3,987 25 countries 150 YEARS OF BASF 50 co-creation activities in International researchers and experts met in global science conventions to discuss new findings and work together on approaches for solutions. 3 Shanghai November 10-11 Co-creation activities "Co-creation" is a form of creative collaboration between different groups of people, such as customers, partners and employees. SUVIMOVEL BENEFICIOS EQUIPE E Idea contests Participants contributed ideas and suggestions in worldwide idea contests. Panels of judges reviewed the entries and selected the winners. Jamming sessions Not only musical jam sessions give rise to creative compositions. We hosted people from various disciplines as they exchanged ideas and developed concepts together. 3 Creator Space™ science symposia 1.4 million visitors 10,000 people at Employees at year-end The knowledge and creativity of many minds can give rise to extraordinary ideas. This was the inspiration behind our anniversary program. Dubbed Creator Space™, it was a very special way to celebrate 150 years of BASF. We organized a tour around the world, bringing scientists, customers, employees and partners from all over the globe together at one table and launching an online platform to connect everyone. Ideas were proposed surrounding three main themes: urban living, smart energy and food. We call this "co-creation." It is one way to fill our idea pipeline for the future and create value. 150 YEARS OF BASF 152 Consolidated Financial Statements Statement by the Board of Executive Directors 155 Auditor's report 156 Statement of income -157 Statement of income and expense recognized in equity - 158 Balance sheet 159 Statement of cash flows Statement of equity 161 Notes 148 162 140 - 136 Social commitment 48 The business year at BASF 49 Responsibility along the value chain Forecast 94 113 Corporate Governance Corporate governance report Compliance Management and Supervisory Boards Compensation report Report of the Supervisory Board Declaration of Conformity 129 138 What an anniversary can do Supplementary Information on the Oil & Gas Segment Overviews 00000000000 000 BBE a Part of Creator space 00000000000000000 SH Cover photo: Experts on food and urban living from a variety of fields exchanged ideas at our Creator Space TM tour in São Paulo. Among them was Eduardo Sekita de Oliveira, Executive Director of Production for an agricultural customer in Brazil, shown here talking with BASF's Maria Isabel Motta Hoffmann. On this page: Jamming session in New York: "Graphic recording" was a popular way to keep track of new ideas at this and many other anniversary events in 2015. Chicago June 23-24 I I I I I To do so, we have relied on collaboration with strong partners for 150 years. This key to success was the focus of our anniversary year in 2015. Together, we developed promising contributions to add value. A few of these are outlined on the pages that follow. Supplementary information on the Oil & Gas segment - 225 products and solutions for our customers, which we use to meet global challenges. "We add value as one company" - this principle is firmly embedded in our strategy. Ten-year summary Trademarks Glossary Index Detailed tables of contents can be found on each colored chapter divider 235 237 238 243 Table of Contents Welcome to BASF Our integrated corporate report combines financial and sustainability reporting to inform shareholders, employees and the interested public about the 2015 business year. 24 creator Our actions are centered on developing innovative, sustainable Employees 160 (6.4) EBITDA 3 6,546 6,747 Performance Materials 6 2,984 3,166 12 2,060 2,304 Construction Chemicals Coatings 3 6,135 6,306 2,228 Thereof Catalysts 1,678 Income from operations 5,820 Sales EBITDA 2014 Change in % 2015 Key data Agricultural Solutions (in million €) The Agricultural Solutions segment provides innovative I solutions in the areas of chemical and biological crop protection, seed treatment and water management as well as solutions for nutrient supply and plant stress. Our research in plant biotechnology concentrates on plants for greater efficiency in agriculture, better nutrition, and use as renewable raw materials. ៣_ Page 82 Agricultural Solutions 40 1,150 1,607 Income from operations (EBIT) 38 1,197 1,649 before special items 33 5,446 5 18,523 EBITDA 1 4,068 4,121 Performance Chemicals (2) 2,029 1,998 Nutrition & Health 1 4,835 4,900 Care Chemicals 3 4,501 2,289 17,725 2,232 Income from operations Sales 2014 Change in % 2015 Key data Functional Materials & Solutions (in million €) Page 76 In the Functional Materials & Solutions segment, we bundle system solutions, services and innovative prod- ucts for specific sectors and customers, especially the automotive, electrical, chemical and construction indus- tries, as well as for household applications and sports and leisure. Our portfolio comprises catalysts, battery materials, engineering plastics, polyurethane systems, automotive and industrial coatings and concrete admix- tures as well as construction systems like tile adhesives and decorative paints. Functional Materials & Solutions (5) 1,417 1,340 Income from operations (EBIT) (6) 1,455 1,366 before special items 3 4,629 1,321 7 2 (8.4) 7,357 6,739 million € (3.6) 11,043 10,649 million € Income from operations before depreciation and amortization (EBITDA) Income from operations (EBIT) before special items (5.2) 74,326 70,449 million € Sales Change in % Income from operations (EBIT) 2014 million € 7,626 million € Employees and society (23.0) 7,203 5,548 million € Earnings per share Net income Income before taxes and minority interests (85.8) 1,368 194 million € Income from operations (EBIT) after cost of capital (18.1) 6,248 1,297 2015 BASF Group 2015 at a glance 2014 Change in % 2015 12,998 Key data Oil & Gas (in million €) Page 86 We focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. Together with our Russian partner Gazprom, we are active in the transport of natural gas in Europe. At the end of the third quarter of 2015, we exited the natural gas trading and storage business previously operated together with Gazprom and, in exchange, are expanding our oil and gas produc- tion in western Siberia. Oil & Gas (2) 1,108 1,083 Income from operations (EBIT) (2) 1,109 1,090 before special items Income from operations 15,145 Economic data (14) 2,587 (28) 1,464 1,050 Net income (36) 1,688 1,072 Income from operations (EBIT) (24) 1,795 1,366 before special items Income from operations (1) 2,626 EBITDA Thereof Dispersions & Pigments Sales 15,433 (14,787) (13,259) 3 Cost of raw materials and merchandise (37,323) (42,978) 4 Value added 16,470 17,404 2 Use of value added 4.1 Employees 4.2 Government 4.3 Creditors 4.4 Services purchased, energy costs and other expenses Minority interests 2 2014 77,058 % 8.7 11.7 Return on equity after tax % 14.4 19.7 1 For more information, see page 55. 2 Including acquisitions Value added 20153 Creation of value added (in million €) 1 Business performance Amortization and depreciation 2015 72,981 (4,401) (3,417) Return on assets 4.5 2015 4.5 3 Value added results from the company's performance minus goods and services purchased, depreciation and amortization. Business performance includes sales revenues, other operating income, interest income and net income from shareholdings. Value added shows the BASF Group's contribution to both private and public income as well as its distribution among all stakeholders. Innovation 2015 2014 Change in % Research expenses million € 1,953 1,884 3.7 Number of employees in research and development at year-end 1 10,010 10,697 4 Shareholders (dividend and retention) 4.4 4.2 60.6% 2014 53.0% 11.4% 3.9% 4.1% 1.9% 1.9% 24.2% 29.6% 3 Business performance €72,981 million 2014: €77,058 million 4.1 1 4.3 28.8 9.4% 4,401 2 2,799 2,849 Intermediates (4) 6,337 6,093 Monomers (27) 7,832 5,728 Thereof Petrochemicals (14) 16,968 14,670 EBITDA 2014 Change in % 3,090 Income from operations Sales 2014 Change in % 3,417 2015 Key data Performance Products (in million €) Our Performance Products lend stability, color and bet- ter application properties to many everyday products. Our product portfolio includes vitamins and other food additives in addition to ingredients for pharmaceuticals, personal care and cosmetics, as well as hygiene and household products. Other products from this segment improve processes in the paper industry, in oil, gas and ore extraction, and in water treatment. They furthermore enhance the efficiency of fuels and lubricants, the effec- tiveness of adhesives and coatings, and the stability of plastics. ៣_Page 69 Performance Products (11) 2,396 2,131 Income from operations (EBIT) (9) 2,367 2,156 before special items (4) 2015 3,212 Key data Chemicals (in million €) 2.90 2.80 15,648 3.6 Cash provided by operating activities 9,446 6,958 € 35.8 million € 6,013 7,285 Sales million € (17.5) Depreciation and amortization² Additions to property, plant and equipment and intangible assets² Dividend per share million € Q-BASF Chemicals Page 63 The Chemicals segment comprises our business with basic chemicals and intermediates. Its portfolio ranges from solvents, plasticizers and high-volume monomers to glues and electronic chemicals as well as raw materi- als for detergents, plastics, textile fibers, paints and coatings, crop protection and medicines. In addition to supplying customers in the chemical industry and numerous other sectors, we also ensure that other BASF segments are supplied with chemicals for producing downstream products. BASF Report 2015 Economic, environmental and social performance (22.7) € We create chemistry 4.34 5.61 (22.6) Adjusted earnings per share¹ € 5.00 5.44 (8.1) Sales including intersegmental transfers 19,396 12.0 832 873 3 6,546 5 18,557 33 Income from operations before depreciation and amortization (EBITDA) 2,228 1,678 EBITDA margin % Income from operations (EBIT) before special items 9.5 6,747 5 6 Construction Chemicals 3,166 The BASF Group business year - Functional Materials & Solutions Segment data (in million €) 1,649 2015 2014 Sales to third parties Thereof Catalysts Coatings Performance Materials Intersegmental transfers 18,523 17,725 Change in % 5 6,306 6,135 3 2,304 2,060 12 2,984 1,197 Catalysts - Sales by region Income from operations (EBIT) In the Catalysts division, sales to third parties rose by €171 million to €6,306 million in 2015, mostly through highly positive currency effects from the U.S. dollar (volumes -2%, prices -8%, portfolio 1%, currencies 12%). The decline in volumes and prices in the Catalysts divi- sion was largely attributable to lower volumes and prices in precious metal trading, reducing this business's contribution by €187 million to €2,388 million. Greater sales volumes of mobile emissions catalysts in Europe and Asia positively affected sales. We posted a decline in volumes of chemical and refinery catalysts, especially in Asia. Income from operations before special items dropped considerably compared with the previous year, due in partic- ular to lower contributions from precious metal trading and battery materials. The decline in precious metal trading was essentially the result of lower precious metal prices. In the battery materials business, fixed costs rose partly on account of increased investment in research and develop- ment. The gradual startup of plants in Środa Śląska, Poland, 80 Management's Report The BASF Group business year - Functional Materials & Solutions BASF Report 2015 and Ludwigshafen, Germany, for mobile emissions catalysts and chemical catalysts also contributed significantly to the rise in fixed costs. Special charges arose mainly through an impairment on intangible assets. In February 2015, we acquired from TODA KOGYO CORP. a 66% share in a company that specializes in cathode materials for lithium-ion batteries in Japan, thus expanding our global battery materials network. (Location of customer) 1 Europe -234 North America 4 38% 3 33% Asia Pacific Management's Report 79 €6,306 million Sales rise by €171 million to €6,306 million, boosted mainly by positive currency effects Considerable earnings decline due in part to lower contribution from precious metal trading ■ Catalysts For 2016, we expect continuing high demand from our key customer industries, automotive and construction, and are planning on volumes increases in all divisions. We do, how- ever, anticipate negative effects from continuing declines in precious metal prices and predict overall that sales will match the prior-year level. We aim to slightly raise income from operations before special items. 1,607 1,150 40 Income from operations (EBIT) after cost of capital 96 (240) Assets Research expenses Additions to property, plant and equipment and intangible assets 38 13,341 3 392 379 3 854 650 31 Functional Materials & Solutions In the Functional Materials & Solutions segment, we increased sales to third parties by €798 million to €18,523 million as compared with the previous year. This development was essentially due to positive currency effects in all divisions. Prices dipped slightly overall, while volumes remained stable (volumes 0%, prices -4%, portfolio 0%, currencies 9%). Higher demand, especially from the automotive industry, was not able to offset lower sales volumes in precious metal trad- ing. At €1,649 million, income from operations before special items exceeded 2014 levels by €452 million, primarily thanks to the sharp earnings increases in the Performance Materials and Construction Chemicals divisions. Despite higher special charges in the Catalysts division, income from operations for the segment grew by €457 million to €1,607 million. 12,987 BASF Report 2015 One focus of our strategy is the ongoing optimization of our product portfolio and structures according to different regional market requirements as well as trends in our customer indus- tries. We are positioning ourselves to profitably grow faster than the market. 2015 Operating division Catalysts Construction Chemicals Coatings Performance Materials Products Automotive and process catalysts Battery materials Precious and base metal services Concrete admixtures, cement additives, underground construction solutions, flooring systems, sealants, solutions for the protection and repair of concrete, high-performance mortars and grouts, tile-laying systems, exterior insulation and finishing systems, expansion joints, wood protection Coatings solutions for automotive and industrial applications Decorative paints Engineering plastics, biodegradable plastics, standard foams, foam specialties, polyurethane, epoxy systems for fiber-rein- forced composites Customer industries and applications Automotive and chemical industries, refineries, battery manufacturers Solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials Cement and concrete producers, construction companies, craftspeople, builders' merchants Solutions for new building construction, maintenance, repair and refurbishment of commercial and residential buildings as well as infrastructure Automotive industry, body shops, steel industry, painting businesses and private consumers, wind power industry Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, medical technology, sanitation and water industry, solar thermal energy and photovoltaics, wind energy BASF Report 2015 Products, customers and applications The BASF Group business year - Functional Materials & Solutions 78 Management's Report plus €452 million 21% BASF Report 2015 How we create value - - an example Management's Report 77 The BASF Group business year - Functional Materials & Solutions MasterSeal® 6100 FX A new generation of cement-based waterproofing Value for BASF Capital expenditures Expected sales growth through 2020 Concrete structures that collect, store and transport water are designed to have a service life of more than 20 years. To keep maintenance costs at a minimum, specific protection from water damage is needed. MasterSeal® 6100 FX is a water- proofing membrane with unmatched performance on the market. With this product, we expect sales growth of up to 30% by 2020. Value for our customers and the environment Reduced material consumption up to 50% MasterSeal® 6100 FX's high-yielding formulation requires up to 50% less material than typical applications to form a water- proofing membrane. For users, this reduces storage and transportation costs and allows for easier handling. Compared with other formulations, the product reduces greenhouse gas emissions by up to 70%. Its quick hardening time also mini- mizes construction and maintenance time for our customers. Strategy Development of innovative products and technolo- gies in close collaboration with our customers Focus on specialties and system solutions that allow customers to stand out from the competition We use BASF's expertise as the world's leading chemical company to develop innovative products and technologies in close cooperation with our customers. Our aim is to find the best solution in terms of cost and functionality, helping our customers contribute to sustainable development. Our spe- cialties and system solutions enable customers to stand out from the competition. We aim to secure our leading market position in Europe, to profitably expand our position in the North American market and to selectively extend our activities in the growth regions of Asia, South America, Eastern Europe and the Middle East. up to 30% 2015 Location Startup Construction: mobile emissions catalysts plant 2017 Expansion: mobile emissions catalysts plant 2015 Construction: coating resins 2015 Capacity expansion: Cellasto® 2016 Schwarzheide, Germany Totsuka, Japan Trostberg, Germany Wyandotte, Michigan Yesan, South Korea Capacity expansion: dry mortars Construction: compounding plant for UltramidⓇ and UltradurⓇ Capacity expansion: compounding plant for UltramidⓇ and UltradurⓇ 2017 Optimization: coating production 2016 2015 Capacity expansion: thermoplastic polyurethanes (TPU) 2015 2015 2015 Construction: concrete admixtures Bangpoo, Thailand Coatings technical competence center 2015 Caojing, China Chennai, India Geismar, Louisiana Kolkata, India Lagos, Nigeria Lemförde, Germany Münster, Germany Rayong, Thailand Shanghai, China Slentite pilot plant Project Expansion: coating resins 2016 Construction: automotive coatings 2017 Construction: mobile emissions catalysts plant 2016 Construction: polyurethane systems 2015 Construction: concrete admixtures 2016 Construction: chemical catalysts South America, Africa, Middle East from urea-based fertilizers into the atmosphere Construction Chemicals 2015: €5,820 million Change: 7% 2014: €5,446 million Fungicides €2,499 million Change: Percentage of sales: 4% Income from operations before special items (in million €) 2015 1,090 2014 1,109 43% Change: minus €19 million BASF Report 2015 ༄」⌘」g」༄」」 How we create value - an example Sales Portfolio and beyond Functional Crop Care Biological crop protection, seed treatment, polymers and colorants Change: -2% Insecticides €829 million Percentage of sales: 14% Functional Crop Care €343 million Change: 11% Percentage of sales: 6% Herbicides €2,149 million Percentage of sales: 37% Factors influencing sales Volumes Prices Currencies Management's Report 83 The BASF Group business year - Agricultural Solutions LimusⓇ Fungicides Herbicides Insecticides Functional Crop Care Applications Protecting crops from harmful fungal infections; improving plant health Reducing competition from weeds for water and nutrients Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and landscape maintenance Products for plant health and increased yield potential that go beyond traditional crop protection, such as biological crop protection, seed treatments, polymers and colorants Example products Boscalid, metiram, dimethomorph, Initium®, metrafenone, F 500®, Xemium®, AgCelenceⓇ (umbrella brand) Kixor, dicamba, pendimethalin, imazamox, topramezone, ClearfieldⓇ herbicide tolerance system, dimethenamid-P Fipronil, alpha-cypermethrin, chlorfenapyr, teflubenzuron, NealtaⓇ, TermidorⓇ to guard against termite infestation, InterceptorⓇ mosquito nets to protect against malaria Standak Top, BiostackedⓇ, Flo Rite®, VaultⓇ HP plus Integral, Subtilex® NG, LimusⓇ Investments In 2015, we invested €334 million in property, plant and equipment. A major portion of this total consisted of invest- ments to expand production capacities for the dicamba and KixorⓇ herbicides, as well as the fungicide XemiumⓇ. Further- more, we continue to invest in the expansion of our capacities in Functional Crop Care. Examples include our new research and development center for seed solutions in Limburgerhof, Germany, and the ramped up production facility in Little- hampton, England, that strengthens our portfolio of biological solutions for agriculture and gardening. In order to continue meeting ongoing high demand for our innovative products in the future, we will invest around €810 million in developing and expanding our production and formulation capacities for active ingredients between 2016 and 2020. BASF Plant Science Plant biotechnology at BASF BASF Plant Science is one of the world's leading suppliers of plant biotechnology for agriculture. Our headquarters at the Research Triangle Park site near Raleigh, North Carolina, ensure our proximity to our main markets in North and South America. With our global network of research sites, we help farmers meet the growing demand for increased agricultural productivity as well as better nutrition. BASF invested around €150 million for this purpose in 2015. Research expenses, sales, earnings and all other data of BASF Plant Science are not included in the Agricultural Solutions segment; they are reported in Other. With a pioneering platform for gene identification, BASF Plant Science has specialized in the development of plant charac- teristics such as higher yield, herbicide tolerance and disease resistance. Our goal is to optimize crops so that farmers can achieve greater and more secure yields. In this way, we make an important contribution to securing a better food supply for a growing world population. We also contribute to sustainable agriculture, as the cultivation of these plants significantly reduces the amount of land, water and energy required to produce each metric ton of harvested crops. One example is the drought-resistant corn launched on the market in 2013, which can protect farmers in the United States from harvest losses in times of drought. For more on innovations in BASF Plant Science, see page 38 Change: Indications and sectors Products, customers and applications BASF Report 2015 The BASF Group business year - Agricultural Solutions Innovative combination of active ingredients for efficient fertilizer utilization Value for BASF Annual market growth for urease inhibitors from 2015 to 2020 >10% Limus, our patented formulation from the Functional Crop Care business unit, both improves the ecological profile of urea-based fertilizers and makes them more efficient. LimusⓇ blocks urease enzymes more effectively than comparable products. This improves plants' nitrogen supply and fulfills increased legal mandates to reduce nitrogen loss. We antici- pate annual market growth of over 10% for urease inhibitors from 2015 to 2020. Value for the environment Reduced loss of nitrogen up to 90% Combating insect pests in agriculture Farmers use mainly urea-based fertilizers to ensure sufficient nitrogen supply, which is crucial for plant growth. However, urease enzymes break down about 50% of the nitrogen con- tained in the fertilizer into gaseous ammonia. Released into the atmosphere, this negatively impacts the environment. LimusⓇ is an innovative combination of two urease inhibitors able to reduce nitrogen loss from fertilizers by up to 90%. Helping to feed a growing world population - Long-term innovation strategy ensures future growth Development of solutions that go beyond conventional crop protection - Our strategy is based on long-term market trends. A key chal- lenge of the future will be to ensure sufficient food for a growing world population. To do so, farmers around the world will need to increase their yields and yet the natural resources for doing so, such as water and arable land, are limited. We see it as our duty to provide farmers with professional support in producing more - and more nutritious - food as efficiently as possible. We are committed to the responsible treatment of our products and the environment. We offer our customers a broad portfolio of integrated solutions and continually invest in our development pipeline to create chemical and biological innovations in crop protection. Our research and development activities range from solu- tions for protecting plants against fungi, insects and weeds, to seeds and soil management, to plant health. For example, the Functional Crop Care business unit not only provides products for improving seeds and innovations for better soil management, but also biological and chemical technologies that make plants better able to withstand stress factors like heat, cold and nutrient deficiency. We are intensifying our investment in growth markets and continuing to expand our good position in our core markets. In collaboration with seed companies, we benefit from the technological competence of BASF Plant Science. In addition, we work together with other BASF divisions and with external partners to be able to offer the best solutions for our customers. Together with John Deere, we collaborate with farmers to further the development of integrated IT applications for preci- sion agriculture. These will provide not only more exact infor- mation on crop development, but also support farmers in carrying out the legally required procedures for application and documentation of crop protection measures. In Brazil, our customers can already make use of the DigiLab application to easily diagnose plant diseases and access information on possible and recommended treatments. 84 Management's Report Strategy 8% Insecticides Herbicides 2 North America 18% €3,166 million 3 Asia Pacific 23% 4 South America, Africa, Middle East 19% 3 2 -234 1 Europe 35% North America 29% €2,304 million 1 3 40% 1 ■ Currency and volumes-related sales growth of €244 million to €2,304 million Considerable rise in earnings as a result of volumes growth and positive currency effects 1 In the Construction Chemicals division, sales to third parties rose by €244 million year-on-year to €2,304 million. This was predominantly the result of positive currency effects in almost every region, as well as higher volumes (volumes 5%, prices -1%, portfolio 0%, currencies 8%). In Europe, sales especially increased on account of greater demand. In North America, considerable year-on-year sales growth was mainly attributable to positive currency effects, in addition to slightly higher volumes and prices. Positive currency effects and a rise in volumes were largely responsible for considerably improved sales in the region South America, Africa, Middle East. Demand for our products grew particularly in the countries of the Middle East. Sales in Asia increased predominantly on account of positive currency effects, with volumes growing slightly and prices down. Income from operations before special items considerably surpassed the level of 2014, especially because of higher volumes and positive currency effects. Construction Chemicals - Sales by region (Location of customer) 4 Coatings ■ Sales improve by €182 million to €3,166 million, driven mostly by currencies ■ Earnings rise slightly, mainly through contribution from automotive OEM coatings In the Coatings division, sales to third parties grew by €182 million to €3,166 million in 2015, predominantly through positive currency effects. Portfolio effects, along with higher volumes and prices, also contributed to this sales increase (volumes 1%, prices 1%, portfolio 1%, currencies 3%). We raised prices in all business areas. Increased volumes espe- cially in North America and Europe more than compensated for a volumes decline in South America. Our sales of automotive OEM coatings saw considerable growth, driven both by currency effects and by higher volumes in Europe and North America. For automotive refinish coat- ings, we were able to more than offset weaker demand in South America and Asia through higher sales prices and positive currency effects. The rise in sales in the industrial coatings business was partly attributable to positive currency effects. Sales fell sharply in the decorative paints business in Brazil, despite increased sales prices. This was predominantly the result of negative currency effects as well as overall weak demand. We were able to slightly raise income from operations before special items, mostly through the contribution from automotive OEM coatings. In 2015, we began operations at our new coating resins plant in Shanghai, China, to support our growth in the region with innovative products from local production. Coatings - Sales by region (Location of customer) 4 Europe Asia Pacific 19% South America, Africa, Middle East €6,747 million 3 Asia Pacific 26% 4 South America, Africa, Middle East 4% 2 82 Management's Report The BASF Group business year - Agricultural Solutions Agricultural Solutions BASF Report 2015 The Agricultural Solutions segment consists of the Crop Protection division. We develop and produce innovative solutions for the improvement of crop health and yields, and market them worldwide. The Plant Science competence center conducts research in the field of plant biotechnology. The activities of Plant Science are reported in “Other.” Indications and sectors Fungicides Protecting crops against harmful fungi Sales 14% 1 24% North America 2 17% 2 1 BASF Report 2015 Management's Report 81 The BASF Group business year - Functional Materials & Solutions Performance Materials ■ Sales up by €201 million to €6,747 million through positive currency effects Considerable earnings growth due to higher margins We increased sales to third parties by €201 million to €6,747 million in the Performance Materials division in 2015 (volumes 0%, prices -4%, portfolio 0%, currencies 7%). This I was largely the result of positive currency effects in North America and Asia. While volumes shrank in South America and Asia, we achieved higher volumes in Europe and North America. Sales prices fell as a consequence of lower raw material prices. Reducing competition from weeds for water and nutrients We considerably increased sales to the automotive indus- try thanks to significantly higher demand in Europe, Asia and North America. With currency effects positive overall, we were able to raise sales volumes, particularly in the businesses with engineering plastics, polyurethane (PU) systems, and the special elastomer CellastoⓇ. Sales to the construction industry declined, however, due primarily to the divestiture of our white expandable polystyrene (EPS) business in North and South America. Volumes rose in the polyurethane systems business despite a decrease in Asia. We achieved considerably higher income from operations before special items. This was predominantly because of higher margins resulting from lower raw material prices as well as the positive development of our high-margin specialties businesses. In 2015, we expanded our specialties business, especially CellastoⓇ, through investments at the site in Shanghai, China. Moreover, we started operations at a new compounding plant for UltramidⓇ and UltradurⓇ at the site in Yesan, South Korea, and at a new polyurethane system house in Geismar, Louisiana. With the acquisition of Taiwan Sheen Soon Co. Ltd. completed in 2015, we have expanded our portfolio of thermoplastic polyurethanes. Performance Materials - Sales by region (Location of customer) 4 3 1 Europe 46% Our business with the consumer goods industry also developed well, despite lower volumes in Asia and South America. This was essentially thanks to volumes growth for polyurethane systems in Europe and North America as well as for thermoplastic polyurethanes (TPU) and biopolymers. 5% Change: 9% South America, Africa, Middle East 4 44% 1 21% 3 €1,998 million 26% 9% 2 Asia Pacific 1 37% 234 North America 27% 3 €4,121 million Asia Pacific 26% South America, Africa, Middle East 10% Europe North America Europe 1234 Sales BASF Report 2015 Management's Report 75 The BASF Group business year - Performance Products Nutrition & Health ■ Sales decrease by €31 million to €1,998 million due mainly to lower prices ■ Earnings considerably down due to margin pressure, plant shutdowns and divestitures Sales volumes were slightly up compared with 2014, thanks to a large extent to increased volumes in our businesses with human and animal nutrition as well as flavors and fra- grances. Income from operations before special items declined considerably. This was mainly because of margin pressure, in addition to effects from plant shutdowns and divestitures. We were able to stabilize fixed costs on the prior-year level by implementing further efficiency measures. We carried out numerous measures to increase our com- petitiveness. Special charges arose from, for example, the closure of the sterol site in Pasadena, Texas, at the end of 2015. These charges were contrasted by special income from the disposal of parts of our pharmaceutical ingredients and services business. Performance Chemicals ■ ■ Sales grow by €53 million to €4,121 million through positive currency effects Higher margins lead to significant earnings increase In the Performance Chemicals division, sales to third parties rose by €53 million to €4,121 million compared with 2014. This was mainly the result of positive currency effects with lower volumes and prices (volumes -3%, prices -2%, portfolio -2%, currencies 8%). In all regions except Europe, we achieved considerable sales growth, which was supported to a large extent by our business with plastic additives. Sales volumes were in total slightly below 2014 levels. This is mostly attributable to the unscheduled shutdown of a polyisobutene plant in Antwerp, Belgium, as well as the significant, oil-price-related decrease in demand for oilfield chemicals. We also posted a volumes decline in the portion of our paper chemicals business that has been allocated to the division since 2015. Our sales prices fell particularly as a result of a drop in raw material costs. In addi- tion, sales were weighed down by the disposal of our textile chemicals business at the end of June 2015. Income from operations before special items rose consid- erably compared with 2014. Higher margins in almost every business area were able to more than offset a currency-driven rise in fixed costs. Special income arose from the sale of our textile chemicals business. Special charges came in part from measures to restructure our businesses with water, oilfield, mining, and paper chemicals. Performance Chemicals - Sales by region (Location of customer) 4 Nutrition & Health - Sales by region (Location of customer) 2 1 In the Nutrition & Health division, sales to third parties decreased by €31 million to €1,998 million despite positive currency effects (volumes 1%, prices -7%, portfolio -3%, currencies 7%). Intense competitive pressure, especially in the vitamin E business, along with decreased raw material costs in the aroma chemicals business, led to a decline in prices. Sales were furthermore reduced by the disposal of parts of our pharmaceutical ingredients and services business, which involved the custom synthesis business and parts of the active pharmaceutical ingredients portfolio. The BASF Group business year - Functional Materials & Solutions Change: 6% Factors influencing sales Coatings €3,166 million Percentage of sales: 17% Construction Chemicals €2,304 million Change: 12% Percentage of sales: 13% Income from operations before special items (in million €) Volumes 0% Prices (4%) 1,649 1,197 Portfolio 0% 76 Management's Report Currencies 34% Percentage of sales: 2015 2014 Change: 3% The Functional Materials & Solutions segment comprises the Catalysts, Construction Chemicals, Coatings and Performance Materials divisions. They develop and market system solutions, services and innovative products for specific sectors and customers, particularly for the automotive, electronics, chemical and construction industries as well as for household applications, sports and leisure. Functional Materials & Solutions Catalysts Automotive and process catalysts, battery materials, precious metal trading Sales Construction Chemicals Solutions for building structure and envelopes, interior construction and infrastructure Coatings Coatings solutions for automotive and industrial applications, decorative paints Performance Materials Polyurethanes, thermo- plastics, foams and epoxy resins Performance Materials Divisions 3% Catalysts €6,306 million Change: €17,725 million 2014: 5% BASF Report 2015 €18,523 million 2015: Percentage of sales: 36% Change: €6,747 million 15,390 4,362 4,397 South America, Africa, Middle East (33) 614 409 0 12,341 1 11,643 11,712 Asia Pacific 1,566 1,425 1 15,213 1 12,334 (9) 70,449 5,828 ■ 15,467 ■ Europe By location of company 1 (8) 7,357 6,739 (5) 74,326 (5) 74,326 70,449 (10) 418 378 (1) 5,861 1 15,665 in % 2 2015 in % 2014 2015 Change Change Change Income from operations before special items¹ by location of customer Sales by location of company Sales BASF Report 2015 Regions (in million €) Regional results The BASF Group business year - Regional results 92 Management's Report Income from operations before special items considerably exceeded the level of the prior year. Lower contributions from both the storage and transport businesses were more than offset by higher earnings from the trading business. At €38,675 million, sales down by 10% from level of previous year 2014 North America 2015 in % 1,994 2,038 (11) 15,126 13,483 (12) 32,241 28,229 Thereof Germany (5) 4,759 4,527 (10) 40,911 36,897 (10) 42,854 38,675 Europe 2014 Ludwigshafen Verbund site strengthened by further investments 2 The Chemicals segment saw a mainly price-related decline in sales. With volumes stable, sales in the Performance Prod- ucts segment were slightly below the previous year's level. In the Functional Materials & Solutions segment, we were able to compensate for lower prices through higher demand and positive currency effects. Sales rose slightly in the Agricultural Solutions segment. This was primarily the result of positive price developments. Companies in Africa and in the Middle East showed con- siderable sales growth, driven by volumes and currencies. In Africa, we raised sales primarily in the Functional Materials & Solutions segment. In the Middle East, substantially increased demand in the Construction Chemicals division had a positive effect on sales. Gross domestic product shrank in South America as a consequence of the recession in Brazil and the deteriorating economic environment in other countries in the region. Our sales declined slightly under these conditions. We were only partly able to offset negative currency effects, especially from the depreciation of the Brazilian real, by raising prices. Sales decreased in the chemicals business but rose in the crop protection business and in the Oil & Gas segment. Sales at companies headquartered in the region South America, Africa, Middle East grew by 1% to €4,397 million compared with 2014. In local currency terms, sales were up by 7%. New production complex for acrylic acid and superabsorbents inaugurated in Camaçari, Brazil ■ Sales grow by 1% to €4,397 million South America, Africa, Middle East As part of our regional strategy, we are striving to further raise the proportion of sales coming from local production in Asia Pacific in the years ahead. We once again made progress toward this goal: In China, we started operations at new pro- duction sites and plants in Chongqing, Nanjing, Maoming and Shanghai. Further investment projects are currently in the construction phase, as planned. The continuing expansion of our Innovation Campus Asia Pacific in Shanghai, China, strengthens the presence of this growth region within the global Research Verbund. To improve profitability in Asia Pacific, we intensified our measures to increase efficiency and effectiveness. Income from operations before special items fell by 33% to €409 million. Significant factors here were higher fixed costs stemming from the startup of new plants and from lower plant capacity utilization, which was mainly attributable to several scheduled maintenance shutdowns in the first half of the year. Income from operations before special items declined by 10% to €378 million, essentially because of higher fixed costs in the Petrochemicals and Care Chemicals divisions from starting up the acrylic acid and superabsorbent production complex in Camaçari, Brazil, in the second quarter of 2015. Considerable sales increases, primarily in the Catalysts, Coatings and Care Chemicals divisions, were able to more than compensate, in particular, for declines in the Petrochem- icals and Monomers divisions as well as in Other. Currency effects positively influenced sales, especially in the first half of the year. In the Chemicals segment in particular, lower raw material costs and higher production capacities on the market resulted in falling prices. Sales were furthermore weighed down by the disposal of our shares in the Ellba Eastern Private Ltd. joint operation in Singapore and by the divestiture of our textile chemicals business. Local production bolstered by startup of several plants in China ■ ■ Sales grow by 1% to €11,712 million Asia Pacific 2 In the Natural Gas Trading business sector, sales to third parties decreased by 17% million to €10,189 million. This was due to the asset swap completed with Gazprom on September 30, 2015, through which the contributions from trading and storage activities were discontinued in the fourth quarter. In the first three quarters of 2015, these activities had contributed around €10.1 billion to sales. In the same period, 497 billion kilowatt hours in volumes were generated, which was 88 billion kilowatt hours more than in the same period of the previous year. As a consequence of the transaction, sales volumes decreased by 64 billion kilowatt hours compared with the full 2014 business year. WINGAS provided 3% of its vol- umes to BASF Group companies outside of the Oil & Gas segment. 6% South America, Africa, Middle East With decelerating market growth, sales at companies head- quartered in the Asia Pacific region rose by 1% to €11,712 mil- lion. In local currency terms, sales declined by 12%. In addition to our growth strategy, we implemented a series of structural measures in South America that increase our productivity and sharpen the focus on our customers' needs. With operations beginning at the production complex in Camaçari, Brazil, we are well positioned to take part in the region's growing demand, viewed over the long term. We continued to expand our local presence in Africa in 2015 with a range of measures. This included inaugurating a production plant for concrete additives in Lagos, Nigeria, in October 2015. 94 Management's Report The BASF Group business year - Agricultural Solutions Management's Report 85 Segment data¹ (in million €) BASF Report 2015 ■ What we expect from our suppliers 70% suppliers evaluated for their sustainability performance Percentage of relevant 2020 Goal With our sustainability-oriented supply chain management, we contribute to risk management by boosting our suppliers' awareness of our expectations and standards, and by sup- porting them in carrying out our specifications. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development transparent. In order to achieve this, we set ourselves an ambitious goal: By 2020, we aim to evaluate the sustainability performance of 70% of the BASF Group's relevant suppliers¹ pursuant to our risk- based approach and develop action plans for any necessary improvements. The proportion of evaluated relevant suppliers was at 31% by the end of 2015. Furthermore, our Procure- ment competence center supports BASF's business units in developing solutions to stand out from the competition in addressing market-specific requirements. Strategy Our objective is to secure competitive advantages for BASF through professional procurement structures. Our suppliers are an important element of our value chain. Together with them, we aim to create value and minimize risks. BASF Report 2015 Customers Production Suppliers Responsibility along the value chain Suppliers Responsibility along the value chain - Suppliers 6% Asia Pacific €6,739 million 21% 1 4 5 5 by region (Location of company) Income from operations before special items Management's Report 93 The BASF Group business year - Regional results Sales by region BASF Report 2015 Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. In this region, we continue to focus on innovation, attrac- tive market segments and cross-business initiatives in order to ensure profitable growth. At the same time, we are enhancing our operational excellence through ongoing improvements. Attractive growth prospects in North America and cost- effective raw material prices are strengthening our investment plans in the region. At our site in Freeport, Texas, we com- menced operations at a new dispersions plant and began construction of a new ammonia plant together with Yara. Our production facility for formic acid started up in Geismar, Louisiana, making us the first formic acid producer in North America. We are exploring an investment in a world-scale methane-to-propylene complex on the U.S. Gulf Coast. In 2015, income from operations before special items fell to €1,425 million and therefore decreased by 9% compared with the previous year, mainly as a result of unfavorable sales and margin developments in the Chemicals segment. A lower contribution came from the Performance Products segment, as well. Considerable earnings improvement in the Functional Materials & Solutions segment and a slight increase in Agricul- tural Solutions partially offset the decrease. Sales at companies headquartered in North America grew by 1% year-on-year to €15,665 million. In local currency terms, they fell by 15% in the region. The sales increase was essen- tially due to positive currency effects in all divisions, which more than compensated for raw material cost-related price drops in the chemicals business especially in the Petro- chemicals division - as well as an overall slight decline in sales volumes. ■Startup of dispersions plant in Freeport, Texas, and formic acid production in Geismar, Louisiana Sales rise by 1% to €15,665 million compared with previous year North America We want to continue expanding our position on the market and with our customers through investments and innovations. For this reason, we strengthened the Ludwigshafen Verbund site with further investments. A multiple-product facility for special amines with multifaceted applications began produc- tion in 2015, and the new TDI complex gradually started operations beginning in November 2015. Income from operations before special items amounted to €4,527 million, a decrease of 5% compared with 2014. This was mainly because of the significantly lower contribution from the Oil & Gas segment on account of the lower price of oil as well as considerably lower earnings in Other. The sharp earn- ings improvement in the chemicals business¹ could only partly offset this. Germany At €38,675 million, sales at companies headquartered in the region Europe in 2015 were 10% below the level of 2014. This was largely due to lower sales prices in addition to the asset swap with Gazprom completed at the end of September, through which the the natural gas trading and storage busi- ness in particular ceased its contributions to the Oil & Gas segment in the fourth quarter of 2015. 40% 2 North America 3 37% Europe (excl. Germany) 30% Germany 12345 3 6% South America, Africa, Middle East 17% Asia Pacific €70,449 million 22% North America 345 1 15% Europe (excl. Germany) 4 Earnings rise significantly through contribution from trading business 2 For more on net income in the Oil & Gas segment, see reconciliation reporting for Oil & Gas in the Notes to the Consolidated Financial Statements on page 180. Natural Gas Trading 2015 4 million BOE 2016 9 million BOE Startup per year¹ Plateau/peak production Development of Knarr field Development of Maria field Development of Vega-Pleyade field Management's Report The BASF Group business year — Oil & Gas 2 Year completed 1 BASF's share in barrels of oil equivalent (BOE) Siberia, Russia North Sea, Norway Argentina Location Capital expenditures Project 7 million BOE Development of Edvard Grieg field Development of Aasta Hansteen field Segment data¹ (in million €) The BASF Group business year - Oil & Gas 90 Management's Report 89 In order to carry out the Nord Stream 2 pipeline project, we signed the contracts in September 2015 to build two additional offshore pipelines through the Baltic Sea. The project will be developed by the company Nord Stream 2 AG. Gazprom holds a 50% share in the project company; BASF/Wintershall, ENGIE, E.ON, OMV and Shell will each hold a 10% share upon approval by the relevant authorities. We hold a 15.5% share in the Nord Stream Pipeline through Nord Stream AG, which is accounted for in the BASF Group's financial statements using the equity method. Other shareholders are Gazprom (51%) and E.ON (15.5%), as well as N.V. Nederlandse Gasunie and GDF Suez (9% each). With a total capacity of 55 billion cubic meters of natural gas per year, this pipeline, which stretches from Russia to the German coast over the Baltic Sea, helps shore up supply security in Europe. The companies under the WIGA umbrella operate a 3,300 kilometer long-distance network that includes the pipe- line links to the Nord Stream Pipeline, the Baltic Sea Pipeline Link (OPAL) and the North European Gas Pipeline (NEL). As a holding company for the German subsidiaries in nat- ural gas transport, WIGA Transport Beteiligungs-GmbH & Co. KG (WIGA) mainly fulfills a reporting and financing capacity. GASCADE Gastransport GmbH, OPAL Gastransport GmbH & Co. KG, and NEL Gastransport GmbH all act as independent subsidiaries under the umbrella of the holding company. This organizational structure allows us to meet the unbundling requirements set down by the German Energy Act. The widely regulated transport sector is characterized by stable condi- tions and yields based on approved costs and tariffs. Our natural gas trading and storage activities were transferred to Gazprom with the asset swap completed in September 2015. We will continue our joint activities in the gas transport sector with Gazprom in the Oil & Gas segment, but they will not be separately reported. Natural gas transport activities to be continued together with Gazprom Gas trading and storage business transferred to Gazprom in asset swap ■ Natural Gas Trading 2008/2019² 43 million BOE Achimgaz, development of Achimov horizon in Urengoy natural gas and condensate field 2018 2018 2015/2018² 5 million BOE 12 million BOE BASF Report 2015 For more on current reserves, see pages 91 and 225 South America: We hold shares in a total of fifteen onshore and offshore fields in Argentina. We began two shale drillings as operator in the Vaca Muerta formation in the Neuquén province in March, as stipulated in the joint operation agree- ment between Wintershall Energía and Gas y Petróleo del Neuquén. In December 2015, we increased our share in the Aguada Federal block - part of the Vaca Muerta formation in the Neuquén province - from 50% to 90%. In Chile, we hold 10% of the San Sebastian block. In Abu Dhabi, we completed our first exploration drilling as operator in the development of the Shuweihat sour gas field; preparations are underway for a further exploration well. Our activities in Qatar were suspended in May of 2015 with the expiration of the concession license. Strategy In the Maria oilfield, a subsea tieback will connect two well- head installations on the sea floor to three platforms over a distance of up to 45 kilometers. This consumes significantly less material than the construction of a new production facility. Existing infrastructure is put to its best possible use, and less energy is required for oil production and processing, thereby reducing carbon emissions by more than half. >50% Through an innovative development concept and the involve- ment of other companies, we can develop the Maria oilfield in Norway without building a new production platform. Instead, we are using external partners' existing infrastructure and have developed intelligent technical solutions for this. Doing so allows us to increase profitability and reduce development costs by around half when compared with new construction. 50% around Reduction of carbon emissions Value for the environment investment costs Reduction of Value for BASF Efficient use of existing platforms instead of building a new production facility Production in Norway's Maria oilfield The BASF Group business year - Oil & Gas Management's Report 87 How we create value - - an example BASF Report 2015 minus €429 million (14%) ■ BASF Report 2015 Pursuit of our growth strategy through exploration, acquisitions, strategic partnerships and technological expertise Contribution to securing Europe's natural gas supply North Africa / Middle East: In Libya, we are the operator of eight oilfields in the onshore concessions 96 and 97. Due to difficult political conditions, we were only able to produce in concession 96 from February to May 2015 and from Septem- ber to the beginning of November 2015, for a total of 125 days. Operations were able to continue uninterrupted at the Al Jurf offshore oilfield in Libya, in which we have a stake. Russia: The Yuzhno Russkoye natural gas field in western Siberia, in which we have a 35% economic interest, has been operating at plateau production since 2009. The first wells were successfully drilled for the development of the Turon horizons, a further formation in this natural gas field. We hold a 50% stake in the development of Block IA of the Achimov formation in the Urengoy field in western Siberia. The gradual development of this field was continued; 62 wells were pro- ducing at the end of 2015. We will develop blocks IV and V of the Achimov formation together with Gazprom. We began production of natural gas at the unmanned L6-B "minimum facility" platform in the Dutch North Sea. This miniplatform is one of a new generation of facilities that can be deployed in especially shallow waters, enabling eco- nomic yield from even very small deposits. We ceased the production of crude oil from the Kotter and Logger develop- ments in the Dutch North Sea, as the limited volumes remain- ing can no longer be produced in an economical manner. forms via subsea ties. We began production in the Knarr field in the Norwegian North Sea in March 2015. We continued work on developing the Edvard Grieg oilfield, and the first volumes were produced at the end of November. At the beginning of September, the Norwegian Ministry of Petroleum and Energy approved the plan for development and operation of the Maria field submit- ted by Wintershall, the field's operator. The plan involves linking the field to the Kristin, Heidrun and Åsgard B production plat- With the acquisition of shares in the Vega and Gjøa fields in Norway at the end of 2014, Wintershall established itself as one of the largest producers on the Norwegian continental shelf. In March 2015, Wintershall Norge AS took over opera- torship of the Vega oil and gas field from Statoil. Europe: The Mittelplate field off the North Sea coast is the cornerstone of our crude oil production in Germany. We own a 50% stake in this field, the largest known oil deposit in the country. At the Bockstedt oilfield, the field test for increasing recovery rates using the biopolymer Schizophyllan was continued. Active portfolio management, including expansion of our position in Norway Exploration & Production Our cooperation with Gazprom in the natural gas transport business will continue unaltered. With western Europe's demand for natural gas steadily on the rise while its local production simultaneously decreases, it is becoming more and more important to secure sufficient imports. For this reason, we and other European partners want to participate in the expansion of the Nord Stream Pipeline. The Nord Stream 2 project intends to build two additional offshore pipelines from Russia to Germany through the Baltic Sea, helping ensure a long-term and reliable supply of natural gas to the European Union. Jemgum, Germany; and WINGAS Holding GmbH, Kassel, Germany, including its share in the natural gas storage facility in Haidach, Austria. BASF also transferred its 50% share in each of the natural gas trading companies Wintershall Erdgas Handelshaus GmbH & Co. KG, Berlin, Germany, and Wintershall Erdgas Handelshaus Zug AG, Zug, Switzerland. Gazprom furthermore became a 50% shareholder in Winters- hall Noordzee B.V. in Rijswijk, Netherlands, which is active in the exploration and production of natural gas and crude oil deposits in the North Sea. In the first three quarters of 2015, these activities contributed a total of around €10.1 billion to sales, about €260 million to income from operations before special items, and approximately €650 million to EBITDA. This EBITDA figure includes special income from the asset swap. BASF Report 2015 The BASF Group business year - Oil & Gas 88 Management's Report In return, BASF transferred its shares in the previously jointly run natural gas trading and storage business to Gazprom. This included the 50.02% shares in the following: the natural gas trading company WINGAS GmbH, Kassel, Germany; the storage company astora GmbH & Co. KG, Kassel, Germany, which operates natural gas storage facilities in Rehden and On September 30, 2015, we and our partner Gazprom completed the swap of assets of equivalent value that had originally been planned for the end of 2014. The swap took place with retroactive financial effect to April 1, 2013. This transaction gave BASF the economic equivalent of 25.01% of the blocks IV and V in the Achimov formation of the Urengoy natural gas and condensate field in western Siberia. These two blocks will be developed jointly by Gazprom and Winters- hall. According to the development plan originally confirmed by Russian authorities, they contain total hydrocarbon resources of 274 billion cubic meters of natural gas and 74 million metric tons of condensate. As these figures are still undergoing review, new findings may give rise to adjustments. Production is scheduled to start in 2018. every project before we begin. Together with experts, contrac- tors and relevant stakeholders, we develop methods and implement measures to be able to use resources even more efficiently and minimize the impact on the environment. In doing so, we act in accordance with international agreements, legal requirements and our own, self-imposed high standards. Selected collaborations, strategic partnerships, innovative technologies and the responsible development and produc- tion of hydrocarbons all form the basis of our growth-oriented strategy. Through the continuous optimization of our cost structure and portfolio of oil and gas activities, we ensure our future competitive viability, even in times when oil and gas prices are low. Measured by production volumes as well as by contribution to income from operations before special items, gas activities comprised around 70% of our portfolio in 2015. Handling hydrocarbons in a responsible manner demands special measures for the protection of people and the environ- ment. We therefore carefully assess the potential effects of In the future, crude oil and natural gas will continue to contribute significantly toward covering the rising energy demand of a growing world population. That is why we invest in the exploration and production of oil and gas, primarily in our core regions Europe, North Africa, Russia and South America, thereby continuing along our growth course. We also aim to establish the Middle East as another core region in our portfolio. Asset swap with Gazprom ■ Sales decline by 17% to €10,189 million as contribution from trading and storage activities ceases in fourth quarter 2015 Change in % €12,998 million 0% North America 2 96% Europe 1 4 3 Oil & Gas - Sales by region (Location of customer) At €12,998 million, the Oil & Gas segment's sales to third parties were €2,147 million lower than in 2014 (volumes 15%, prices/currencies -9%, portfolio -20%). This was largely a result of the asset swap with Gazprom completed at the end of September, which meant that contributions from the natural gas trading and storage business, as well as from Wintershall Noordzee B.V., ceased starting in the fourth quarter of 2015. The significant drop in the price of oil led to slightly lower sales in the Exploration & Production business sector. However, sales were positively impacted by a volumes increase in both the Exploration & Production and Natural Gas Trading business sectors. The drop in sales meant a decline in income from operations before special items by €429 million to €1,366 mil- lion. Special charges totaled €636 million in 2015; these arose predominantly from impairments on exploration and produc- tion projects and on goodwill as a result of our reduced oil and gas price assumptions. Special income of €342 million, partic- ularly from the asset swap with Gazprom, was only partly able to compensate for this. Income from operations therefore decreased by €616 million to €1,072 million. Net income declined by €414 million to €1,050 million. Oil & Gas (28) 1,464 1,050 (42) 3,162 1,823 Our planning for the 2016 business year is based on an average oil price of Brent crude of $40 per barrel and an exchange rate of $1.10 per euro. On average, gas prices are likely to hover considerably below the level of 2015. We expect to expand production; however, sales and income from oper- ations before special items are likely to see a considerable decline compared with 2015, largely on account of the signifi- cant drop in oil and gas prices as well as the divestiture of the gas trading and storage business. Furthermore, we will gener- ate lower sales and earnings from our share in the Yuzhno Russkoye natural gas field, as the surplus quantities produced over the last ten years will be compensated in 2016 as contractually agreed with our partner Gazprom. Asia Pacific 0% 4 see page 225 onward For more on our crude oil and natural gas reserves, Our proven crude oil and natural gas reserves increased by 2% compared with the end of 2014, to 1,744 million BOE. We replenished 123% of the volumes produced in 2015. The reserve-to-production ratio is around 11 years (2014: 13 years). This is based on Wintershall's share of production in 2015 and refers to the reserves at year-end. In the search for new crude oil and natural gas deposits, we finished drilling a total of 25 exploration and appraisal wells in 2015, of which 17 were successful. We increased our crude oil and natural gas production by 13%, up to 153 million barrels of oil equivalent (BOE). Produc- tion rose substantially both in Norway and in our joint operation Achimgaz in Russia. Despite difficult political conditions, we were were able to produce in onshore concession 96 in Libya from February to May and from September to the beginning of November 2015 for a total of 125 days. Contrasting this was the further decrease of production in Germany, which was influenced by both a natural production decline and the autho- rization logjam for fracking plans in conventional deposits that has continued for more than four years. Income from operations before special items fell consider- ably compared with the previous year, mainly as a result of lower prices. The price of Brent crude oil fell by 47% compared with 2014, to $52 per barrel. In euro terms, this was a decrease of 37% to €47 per barrel (2014: €74 per barrel). Sales to third parties in the Exploration & Production business sector amounted to €2,809 million, 4% below the level of the previous year. Higher volumes in Russia and portfolio-driven growth in Norway were unable to offset the sharp drop in prices. Furthermore, sales at Wintershall Noordzee B.V. have not been included in BASF Group sales since the fourth quar- ter of 2015, as the asset swap with Gazprom resulted in accounting for the company using the equity method instead of full consolidation. ■ Earnings below prior-year level, mainly weighed down by prices authorization status for fracking plans ■ Declining production in Germany due to ■Crude oil and natural gas production up by 13% ■ At €2,809 million, sales down by 4%, mainly owing to lower prices Exploration & Production Management's Report 91 The BASF Group business year — Oil & Gas BASF Report 2015 1 4% South America, Africa, Middle East 48 132 195 50 19.9 % EBITDA margin (1) 2,626 2,587 Income from operations before depreciation and amortization (EBITDA) (14) 16,052 13,764 Sales including intersegmental transfers (16) 907 766 (14) 15,145 12,998 Intersegmental transfers Sales to third parties 17.3 2014 Income from operations (EBIT) before special items 1,795 50 (10) 13,686 12,373 2015 1 Supplementary information on the Oil & Gas segment can be found from page 225 onward Net income² Additions to property, plant and equipment and intangible assets Exploration expenses Research expenses Assets 369 (443) Income from operations (EBIT) after cost of capital (36) 1,688 1,072 Income from operations (EBIT) (24) 1,366 Sales to third parties 154 5,820 15% Prices/currencies (9%) 2015 2014 1,366 1,795 Portfolio (20%) Change: Sales 1 We define relevant suppliers as those showing an elevated sustainability risk potential as identified by risk matrices and with respect to corresponding country risks. Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. From our suppliers, we obtain raw materials, technical goods, and services from technical to logistics and building facility services. BASF acquired raw materials, goods and services for our own production totaling approximately €35 billion in value from more than 75,000 suppliers around the world in 2015. Around 90% of this was locally sourced. With regard to our suppliers, there were no substantial changes in our value chain in 2015. Worldwide procurement In addition, we instructed 363 procurement employees on sustainability-oriented supplier management. These are ways in which potential supply chain risks can be identified and minimized together with our suppliers. A country-based risk analysis forms the basis of our selec- tion process for new suppliers. As a result of the country- related risks identified in South America and Asia, we queried around 1,500 suppliers in 2015 on their commitment to the values of our Supplier Code of Conduct. Moreover, we pro- vided training to a total of 525 suppliers with an elevated sustainability risk, especially in Asia and South America. Both new and existing suppliers are selected and evaluated not only on the basis of economic criteria, but also on environ- mental, social and corporate governance standards. Our Supplier Code of Conduct is founded on internationally recog- nized guidelines, such as the principles of the United Nations' Global Compact, the International Labor Organization (ILO) conventions and the topic areas of the Responsible Care Initiative. Available in 26 languages, the Code of Conduct covers environmental protection as well as compliance with human rights, labor and social standards, and antidiscrimina- tion and anticorruption policies. Country-specific risk analysis forms basis of new supplier selection Global Supplier Code of Conduct 2 23% South America, Africa, Middle East 4 3 9% Asia Pacific 3 €5,820 million 32% Volumes Income from operations before special items (in million €) Factors influencing sales 22% Intersegmental transfers 86 Management's Report The BASF Group business year - Oil & Gas BASF Report 2015 Oil & Gas BASF's oil and gas activities are bundled in the Wintershall Group. In 2015, Wintershall and its subsidiaries were active in the Exploration & Production and Natural Gas Trading business sectors. Sectors Exploration & Production We focus our exploration and production on oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. Natural Gas Trading Together with our Russian partner Gazprom, we are active in the transport of natural gas in Europe. We transferred our shares in the formerly jointly run gas trading and storage business to Gazprom at the end of September 2015. Sales Natural Gas Trading North America Change: €10,189 million Percentage of sales: 2015: €12,998 million Change: -14% 2014: €15,145 million Exploration & Production €2,809 million Change: Percentage of sales: -4% -17% 2 78% Europe 1,090 1,109 (2) Income from operations (EBIT) 1,083 1,108 (2) Income from operations (EBIT) after cost of capital 287 (46) Assets 8,435 Research expenses 514 7,857 Income from operations (EBIT) before special items 511 23.8 EBITDA margin 2014 5,446 36% Change in % 7 28 37 (24) Sales including intersegmental transfers 5,848 5,483 7 Income from operations before depreciation and amortization (EBITDA) 1,321 1,297 2 % 7 22.7 Additions to property, plant and equipment and intangible assets In the Agricultural Solutions segment, we raised sales to third parties by €374 million to €5,820 million in 2015, primarily through higher sales prices. We observed decreased demand for crop protection products over the course of the year, as crop commodity prices remained at a low level. A volatile environment and the depreciation of local currencies, especially in the emerging markets, had a negative effect on our business. In this challenging environment, income from operations before special items declined by €19 million to €1,090 million. Income from operations fell by €25 million to €1,083 million. 4 Crop Protection ■ Sales improve by €374 million to €5,820 million, driven mainly by prices At €1,090 million, earnings 2% below prior-year level due to higher fixed costs We improved sales to third parties by €374 million to €5,820 million compared with the previous year. This was primarily attributable to higher contributions from the herbicide business in North America and from the fungicide business in Europe and South America. In the second half of the year, we were able to offset the depreciation of emerging-market currencies by raising prices (volumes 1%, prices 5%, curren- cies 1%). Agricultural Solutions In Europe, sales rose by €61 million to €2,107 million, mainly through strong demand for fungicides as well as higher prices in the first half of the year. This allowed us to more than Sales in North America exceeded the previous year's level by €296 million, reaching €1,870 million. Higher herbicide sales, especially of KixorⓇ, and positive currency effects from the U.S. dollar supported this growth. In the fungicides busi- ness, sales declined on account of lower crop commodity prices and unfavorable weather conditions. At €525 million, sales in Asia matched prior-year levels as positive currency effects compensated for a sharp drop in volumes. Lower demand for soy herbicides in India was a major factor behind the volumes decline, and was attributable to reduced soybean acreage, a very dry season, and increased competition from generic manufacturers. Our sales in South America grew by €18 million to €1,318 million, while the total South American crop protection market shrank in 2015. In this difficult environment, we consid- erably increased sales volumes of fungicides, especially XemiumⓇ. In the second half of the year, price increases were unable to fully offset currency losses from the depreciation of the Brazilian real. Income from operations before special items amounted to €1,090 million, which was €19 million below the level of the previous year. This slight decrease was attributable to higher fixed costs arising mainly from lower plant capacity utilization as a result of the startup of new capacities and inventory reduction at the same time. Crop Protection - Sales by region (Location of customer) 1 1 compensate for weaker demand in the second half of the year due to dry conditions in western Europe. Our business in Russia and Ukraine grew, despite a difficult political environ- ment. 1 Research expenses, sales, income and all other data of BASF Plant Science are not included in the Agricultural Solutions segment; these are reported in Other For 2016, we expect continued slow market growth and high exchange rate volatility in some of our key growth mar- kets. Despite this difficult economic environment, we plan to increase our sales volumes, especially of innovative herbi- cides. Through increased sales and continued strict cost management, we aim to slightly improve sales and income from operations before special items. 402 391 3 The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. ■ Regular health promotion programs offered to employees Our global health management serves to promote and main- tain the health and productivity of our employees. This was supported by numerous emergency drills and health promo- tion measures in 2015. We measure our performance in health protection using the Health Performance Index (HPI). The HPI comprises five components: confirmed occupational diseases, medical emergency drills, first aid training, preventive medicine and health promotion. Each component contributes a maximum of 0.2 to the total score. The highest possible score is 1.0. Our goal is to reach a value of more than 0.9 every year. Annual goal Health protection Health Performance Index Maximum score 1.0 >0.9 102 Management's Report 1 Deviation from BASF Report 2014 (2.1) due to information that became known over the course of the year ≤0.5 2025 Goal The number of Process Safety Incidents has served as an important key performance indicator since 2008, and is largely based on the definition set by the European Chemical Industry Council (CEFIC). This KPI mainly tracks the release of substances, in addition to fire and explosions. In 2015, we recorded 2.1 process safety incidents per one million working hours (2014: 2.2¹). In order to constantly improve, we set ourselves the goal in 2015 of achieving a rate of 0.5 or below by 2025. To this end, we began a worldwide initiative focusing on plant maintenance, repair and operation. We perform a detailed investigation into every incident, analyzing root causes and using the findings to derive suitable measures to take. In order to constantly improve the safety of our production facilities worldwide, we regularly update the safety concepts in all of our plants. We review their implementation in ten-year intervals in plants with a medium to high hazard potential. The documentation of these safety reviews was standardized through software in 2014, and introduced all over the world in 2015. Moreover, we further continued to supervise the pro- cess safety management system in all regions. We completed the worldwide implementation of our requirements for explo- sion protection in 2015. We have implemented a worldwide guideline for the safe con- struction and operation of our plants as well as the protection of our employees and the environment. Our safety strategy is based on prevention. That is why, when designing a new facility, we apply a five-step review system from conception to startup. It involves early consideration of the most important aspects of safety and protection of health and the environ- ment, and monitors these in every stage of planning. We use a risk matrix to assess potential incident probability and impact, and determine the appropriate protective measures. Initiative begun to reduce process safety incidents Special training methods introduced New process safety goal ■ - ■ Process safety For more on occupational medicine, health promotion campaigns and the HPI, see basf.com/health_protection With an HPI of 0.97, we were once again able to fulfill the ambitious goal of exceeding 0.9 each year (2014: 0.91). Our 2015 global employee health campaign centered on nutrition. Numerous offers and initiatives promoting good nutrition sup- port our employees' health and performance, while making a contribution to BASF's voluntary commitment to the United Nations' Global Nutrition Compact. In 2016, the global health campaign will focus on heart attack and stroke prevention. We raise employee awareness of these topics through offers tailored toward specific target groups. Reduction of worldwide process safety incidents per one million working hours 2015 focuses on nutrition 1.4 Health protection 2015 2014 2012 2013 2002 2010 2011 Lost-time injury rate per one million working hours For more on occupational safety, see basf.com/occupational_safety 2025 Goal Going beyond legally prescribed safety instructions, we provided more than 77,000 participants around the world with training on occupational safety in 2015. For example, we trained more than 13,000 participants at our "Safety Champions Training Center" at the Ludwigshafen site in order to promote safety-conscious behavior and prevent work- related accidents. We bolstered our safety culture in 2015 through intensive exchange and a worldwide safety initiative - the Global Safety Days - involving over 700 activities that focused on key topics like risk assessment and business travel safety. Around 75,000 employees and contractors actively participated at over 400 sites. We revised our global directive for contract manufacturing in 2015, including the new definition of audit processes on com- pliance with stipulated standards on safety, security, health and environmental protection. ≤0.5 per one million working hours Reduction of worldwide lost-time injury rate 2025 Goal Unfortunately, there were two fatal work-related accidents in 2015. In May, one employee of a contracting company suc- cumbed to injuries sustained after falling from a scaffolding in Nanjing, China. In October, an employee in Ludwigshafen, Germany died from inhaling a low-oxygen gas mixture. 3.3 Responsibility along the value chain - Safety, security, health and the environment - Production 0,5 1.4 1.5 1.7 2.0 1.9 BASF Report 2015 Management's Report 101 Responsibility along the value chain - Safety, security, health and the environment - Production ■ BASF Report 2015 Global goal Hazard prevention and corporate security REACH and other legal requirements Third registration phase of REACH in progress We are working continuously on registering substances pro- duced in annual volumes between one and one hundred metric tons for the third phase of the E.U. chemicals regulation, REACH. We have already registered over 200 substances to this end. The registration phase should be completed by May of 2018. At the same time, we also constantly update the existing registration dossiers and support the relevant E.U. member state authorities in evaluating an increasing number of substances. When it comes to REACH, we maintain close contact with our customers and suppliers. Another contribution BASF makes to international chemical safety is through our support of the United Nations' initiative to implement a Globally Harmonized System of Classification and Labeling of Chemicals. This has already been implemented in nearly every country in the world. It was also made manda- tory in the United States in the middle of 2015, which was the reason we reclassified 36,000 products there. For more on auditing of suppliers, see page 95 104 Management's Report BASF Report 2015 Responsibility along the value chain - Safety, security, health and the environment - Product stewardship Environmental and toxicological testing Use of alternative and complementary methods for animal studies In 2015, we expanded our goal for occupational safety. We want to reduce the worldwide lost-time injury rate per million working hours to at least 0.5 by 2025 (previous 2020 goal: 0.65). In order to achieve this ambitious goal, we rely on the further development of our global safety culture, the commit- ment of all employees, and clearly defined safety standards. In 2015, 1.4 work-related accidents per one million working hours occurred at BASF sites worldwide (2014: 1.5), of which 8% were related to chemicals. We conduct special training in this area in order to enhance our employees' qualifications. The work-related lost-time injury rate for contractors was 1.5 in 2015 (2014: 1.8). For more on biotechnology, see basf.com/biotechnology >99% Before launching products on the market, we subject them to a variety of environmental and toxicological testing. We apply state-of-the-art knowledge in the research and development of our products. We only conduct animal studies when they are required by law. In some cases, animal studies are stipulated by REACH and other national legislation outside the European Union in order to obtain more information on the properties and effects of chemical products. In 2015, our Experimental Toxicology and Ecotoxicology department received, together with partners, a grant to con- duct one of the largest European collaborative projects for alternative methods. The project aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted with the least amount of animal testing possible. For more on alternative methods, see basf.com/alternative_methods Management of new technologies - Continual safety research on nano- and biotechnology Technologies such as nanotechnology or biotechnology offer solutions for key societal challenges – for example, in the areas of climate protection or health and nutrition. - We developed a "Nanotechnology Code of Conduct" that stipulates the safe handling of nanomaterials. We are con- stantly expanding our knowledge of nanomaterial safety. Over the past years, we have conducted more than 230 toxico- logical and ecotoxicological studies and participated in over 30 different projects related to the safety of nanomaterials. We published the results in 71 scientific articles. One important finding is that toxicity is determined not by the size of the particles but by the intrinsic properties of the substance. In 2015, we published a framework for the specific testing of nanomaterials together with the European Centre for Eco- toxicology and Toxicology of Chemicals (ECETOC). We are working with the European Chemicals Agency (ECHA), the OECD and national authorities on its further development. In an E.U. project, we are collaborating with partners from science, industry and the authorities to develop an approach for the analytical identification of nanomaterials. In the use of biotechnology, we follow the code of conduct of EuropaBio, the European association for biotechnology industries. We constantly improve our product safety activities in the field of biotechnology in order to effectively minimize potential risks and ensure that all standards and national laws are met. Our internal risk management is based on the protec- tion of people, animals and the environment. To monitor the risks of working with biotechnology, we implemented a system that ensures compliance with standards and transparent processes at BASF. For more on nanotechnology and the Nanotechnology Code of Conduct, see basf.com/nanotechnology We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Associ- ation for Assessment and Accreditation of Laboratory Animal Care-the highest standard for laboratory animals in the world. We are continually developing and optimizing alternative and complementary methods, and we put these into practice wherever it is possible and approved by the authorities. BASF spent €2.7 million for this purpose in 2015. We use alternative and complementary methods in more than a third of our tests. Currently, 30 alternative methods are being used in our labs and another 12 are in the development stage. One focus area of our research in 2015 and subsequent years is the develop- ment of alternative methods for testing the potential of substances that negatively affect organisms' growth and development. Risk assessment of products that we sell in quantities of more than one metric ton per year 2020 Goal By 2020, we will conduct risk assessments for all substances and mixtures BASF sells worldwide in quantities of more than one metric ton per year. We already reached 67.8% of this goal in 2015 (2014: 61.4%). The risk associated with using a substance is determined by the combination of its hazardous properties and its potential exposure to people and the environment. ■ Requirements implemented for emergency response and fire prevention SPIDER Emergency Response and Information Center Verbund enhanced in Europe Online training introduced for information protection In order to ensure uniformly high standards around the world for safety, security, health and environmental protection, we implemented our requirements for emergency response plan- ning and fire prevention in the BASF Group in 2015. To be prepared for a potential incident in our production plants, we work with specific emergency response plans that involve - depending on the situation - partners and suppliers as well as cities, communities and neighboring companies. We regularly check our emergency systems and drill pro- cedures with employees, contractors and local authorities. Through 224 drills and simulations in 2015, we trained the participants in our emergency response measures, such as preventive fire protection. In 2015, we enhanced our SPIDER Emergency Response and Information Center Verbund in Europe by improving expert involvement. This enables our specialists from the site fire department, emergency medical team, site security and envi- ronmental protection around Europe to work together even more quickly and reliably across different sites. Our central emergency response supports local emergency response units around the world and around the clock. We also have been using the KATWARN system at the Ludwigshafen site since 2015, an app-based warning system that serves as an additional communication channel to inform site employees of dangerous situations. Through audits and reviews, we monitor the implementation of measures for the comprehensive protection of our employees and the company - for example, from loss of knowledge - as Iwell as for the worldwide protection of our sites against third-party interference. All of our security personnel have been instructed on aspects of human rights related to site security, such as the right to liberty and security of person. We also require all contractors involved in this area to comply with human rights and we conduct regular inspections. As part of investment projects, we are performing comprehensive analyses of potential risks. In 2015, we standardized the use of security services even more across our European sites in order to increase effectiveness and efficiency. Business travel- ers, transferees, and local employees in countries with elevat- ed security risks are informed about appropriate protection measures and individually counseled where necessary. Due to the increasing risks associated with the use of information technology, we started a global campaign for employees to even better protect our company knowledge. This includes a new online platform that educates employees as to how they can use available information and communica- tions technology in a secure manner. Our worldwide network of information protection officers comprises more than 600 employees. They support the implementation of our globally mandatory requirements and conduct seminars on secure behaviors. We provided information protection instruction to more than 3,000 participants in 2015. At the end of 2015, we began the introduction of an online training module for infor- mation and knowledge protection that is mandatory for all employees. For more on corporate security, see basf.com/corporate-security For more on emergency response, see basf.com/emergency_response BASF Report 2015 Management's Report 103 Responsibility along the value chain - Safety, security, health and the environment - Product stewardship Product stewardship Suppliers Production Customers We review the safety of our products from research to production, all the way to our customers' use of the prod- ucts. We work continually to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. Strategy ■ Global directives with uniformly high standards for product stewardship We ensure uniformly high standards for product stewardship worldwide and our voluntary initiatives go beyond legal requirements. We monitor the compliance of our guidelines with regular audits. We provide extensive information on our chemical sales products to our customers with safety data sheets in more than 30 languages. This is achieved with the help of a global database in which we maintain and evaluate continuously updated environmental, health and safety data for our sub- stances and products. Our global emergency hotline network provides information around the clock. We offer our customers training in the safe use of our products and keep them informed early on of any changes in regulations. For example, we were one of the first companies to offer product-specific information and solutions to pharma- ceutical manufacturers on the topic of metallic contaminants, as well as web-based consultation to customers in the phar- maceutical industry and authorities. In the Crop Protection division, we provide special safety training to farmers. We expanded our stewardship program for banana farmers to Latin America, China and the Philippines, where on-site BASF experts show how crop protection products can be used and stored in an effective and safe manner for people and the environment. With an eye on consumer protection criteria, we also work continuously with our customers on the optimization of our products. Furthermore, we use our Eco-Efficiency Analysis to advise our customers on the evaluation of product risks and support them in improving the carbon footprint of their products. With our global risk assessment goal, we are supporting the implementation of initiatives such as the Global Product Strategy (GPS) of the International Council of Chemical Asso- ciations (ICCA). GPS is establishing worldwide standards and best practices to improve the safe management of chemical substances. In addition, we are also involved in workshops and training seminars in developing countries and emerging markets. In 2015, for example, we conducted training sessions for chemical industry representatives on GPS in China and Thai- land. In order to facilitate public access to information, we are participating in the setup of an ICCA online portal that provides more than 4,600 GPS safety summaries. For more on GPS, see basf.com/en/gps To strengthen safety awareness, we developed new training methods, global recommendations for training measures in 2015 and instructed more than 19,000 participants that year. For more on process safety, see basf.com/process_safety ■ Directive updated for contract manufacturing BASF Report 2015 ■ Expanded occupational safety goal We also further promoted our "mass balance" method on the market in 2015. This approach uses renewable raw mate- rials from certified sustainable production from the very begin- ning of the value chain in the existing Production Verbund in order to save fossil resources. The proportion of renewable raw materials is allocated to customer-selected products according to their formulations. The quality of the final product remains unchanged. This method is currently being applied for numerous BASF products – for example, for superabsorbents, dispersions, plastics such as polyamides and polyurethanes, and for intermediates available on the market as "drop-in products." These can be used in place of previously employed products in the production process without having to change the process itself. Since 2013, we have provided our customers with 1,4-butane- diol (BDO) on a commercial scale using sugars as a renewable feedstock based on a licensing agreement with the U.S. company Genomatica Inc. BDO and its derivatives are used, for example, to manufacture plastics for the automotive and textile industries. We use BDO produced with the Genomatica license to make bio-based polytetrahydrofuran 1000 (PolyTHFⓇ 1000), which we offered to customers for testing purposes for the first time in 2015. PolyTHF® 1000 primarily serves as a chemical component in thermoplastic polyurethane (TPU), an ingredient used to manufacture skis and roller skates, shoe soles, dashboard films in the automo- tive industry, and many other products. In 2015, we completed our joint project with Cargill and the German governmental agency for international coopera- tion on the sustainable production of coconut oil in the Philip- pines. Small farmers now produce the world's first Rainforest Alliance-certified dried coconut meat (copra), from which the oil is extracted. Palm oil, palm kernel oil, and their derivatives are some of our most important renewable raw materials. We want to ensure that the raw materials we use stem from sustainable, certified sources and actively support the Roundtable on Sustainable Palm Oil (RSPO). In 2015, we revised and expanded our voluntary commitment to the sustainable procurement of palm oil products. This is to contain guidelines for procuring palm oil and palm kernel oil, as well as their primary derivative products. The guidelines involve require- ments for protecting and preserving forests and peatland, along with the involvement of local residents in decision- making processes. In order to further increase the availability of sustainable, RSPO-certified palm oil and palm kernel oil, we will involve more and more small farmers by supporting suit- able projects. Our goal is to exclusively obtain palm oil and palm kernel oil that has been certified by the RSPO insofar as this is available on the market. The voluntary commitment has been expanded to include the most important intermediate products based on palm oil and palm kernel oil up through 2025; these include fractions and primary oleochemical deriv- atives as well as edible oil esters. For more on our voluntary commitment, see basf.com/en/palm-dialog ■ Employees and contractors worldwide receive training on safe behavior Mineral raw materials We procure a number of mineral raw materials, like precious metals, that we use to produce process and mobile emissions catalysts. In suspected cases, we investigate the origins of minerals - as defined in the Dodd Frank Act - to see if they come from conflict mines. We reserve the right to conduct an external audit and, if necessary, terminate our business rela- tionship. The suppliers addressed have confirmed to us that they do not source minerals matching this definition from the Democratic Republic of Congo or its neighboring countries. Preserving ecosystems Our production sites reviewed for proximity to internationally protected areas BASF partnership supports preservation of biodiversity In 2015, around 5.8% of the raw materials we purchased worldwide were from renewable resources. To make the use of these materials more competitive, we work on product innovations based on renewable raw materials as well as on enhancing production processes in reaction technology and preparation. Biodiversity forms the foundation of ecosystem services. Inter- nationally protected areas play a critical role in maintaining biodiversity around the world. This is why, in 2015, we once again investigated our production sites to discover which are located near internationally protected areas: 2% of production sites (excluding Oil & Gas) are adjacent to a Ramsar Site and 2% to a Category I, II or III protected area of the International Union for Conservation of Nature (IUCN). None of our produc- tion sites are adjacent to a UNESCO protected area. Our 2015 analyses revealed no impact of our activities on biodiversity in these areas. In 2016, we will review the evaluation methods Iwe have used up to now in order to even better identify any relevant impacts in the future. Management's Report 97 Responsibility along the value chain - Raw materials 98 Management's Report Responsibility along the value chain - Safety, security, health and the environment - Responsible Care Management System Safety, security, health and the environment Responsible Care Management System Suppliers Production Customers BASF Report 2015 We act responsibly as an integral part of society and have set out the framework for our voluntary commitments in our Responsible Care Management System. We never compromise on the safety and security of our employees, contractors and neighbors as well as our facilities, trans- portation and products. Strategy Revised and updated goals for safety, security, health and environmental protection BASF's Responsible Care Management System comprises the global rules, standards and procedures for safety, security, health and environmental protection for the various stations along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distribution of our products as well as our customers' applica- tion of the products. At our sites, we address energy and climate protection as one of the topics covered by our energy management. Specifications for implementing these measures are laid out in binding directives that are introduced in consul- tation with employee representatives. These describe the rele- vant responsibilities, requirements and assessment methods. We regularly conduct audits to monitor our performance and progress. We use the findings from these audits for continual improvement. Furthermore, we promote projects that contribute to the preservation of biodiversity. These include, for example, the "Farm Network" - a partnership brought to life by BASF in 2002 between independent farms, environmental protection organizations, universities and agricultural technology suppli- ers. The partners concentrate on strengthening biodiversity as well as responsible use of water and soil in commercial agri- culture. By developing practical and locally adaptable mea- sures for modern farms, the Farm Network has already helped numerous farmers increase the biodiversity of birds and insects in their fields and save water and soil resources. The first Farm Network conference took place in 2015, where BASF invited experts from six European countries to share their experiences with new agricultural practices and strengthen their network. We set ourselves ambitious goals for safety, security, health and environmental protection. Our guidelines and requirements are constantly updated. We revised our goals in 2015. For example, we replaced our previous goals for water with an expanded goal for sustainable water management. We introduced a new, ambitious goal for process safety, which aims to reduce the number of plant safety incidents. In addi- tion, we set ourselves a new energy and climate protection goal for the global implementation of our energy management system. In this way, we can identify and launch measures to increase energy efficiency in an even more flexible manner, depending on local raw material and energy prices. ■ New voluntary commitment and goals for procuring palm oil products Renewable resources BASF Report 2015 Management's Report 95 Responsibility along the value chain - Suppliers Evaluating our suppliers "Together for Sustainability" initiative aims to harmonize and standardize supplier assessments and audits ■ 135 raw material supplier sites audited BASF is a founding member of the Together for Sustainability (TFS) initiative of leading chemical companies for the global standardization of supplier evaluations and auditing. With the help of TfS, we advance sustainability in the supply chain. The initiative aims to develop and implement a global program for the responsible supply of goods and services and improve suppliers' environmental and social standards. The evaluation process is simplified for both suppliers and TfS member com- panies by a globally uniform questionnaire. The initiative's members conducted a total of 2,580 sustainability assess- Iments and 179 audits in 2015. The number of members rose from twelve to 18. Together with the TfS initiative, we con- ducted a Supplier Day in São Paulo, Brazil, in 2015. Tfs also held a joint conference in Shanghai, China, with the China Petroleum and Chemical Industry Federation (CPCIF) with the goal of enhancing mutual understanding of the challenges associated with sustainability. In 2015, we held our first global Supplier Day in Ludwigs- hafen in order to set up new modes of collaboration together with selected suppliers. Using TFS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. We drive these processes through a sustainability-oriented IT tool. Suppliers with an elevated sustainability risk are identified using risk matrices. Furthermore, our purchasers indicate the suppliers for whom they see a potentially elevated sustainability risk. We additionally check various information sources to see if any suppliers have been observed in connection with negative sustainability incidents. Based on these analyses, we conducted sustainability standard audits for a total of 135 raw material supplier sites and initiated 1,044 sustainability assessments through an external service provider in 2015. In 2015, for example, we audited a supplier of mineral raw materials in South Africa and identified room for improvement primarily in the areas of environment and safety. If we identify potential for improvement, we support suppliers in developing measures to fulfill our standards. We conduct another review according to a defined timeframe based on the sustainability risk measured. If the weak points discovered were particularly severe and we are unable to confirm any improvement, we reserve the right to terminate the business relationship. This occurred in four cases in 2015. We use this approach to evaluate suppliers with an elevated sustainability risk at least every five years. The approach itself is reviewed every two years to identify possibilities for optimization. Supplier training ■ Bio-based PolyTHFⓇ 1000 offered for testing purposes for the first time In 2015, we continued the collaborations begun in China and Brazil in 2014 to instruct suppliers on sustainability standards. We have developed a training program together with the East China University of Science and Technology in Shanghai, and plan to educate around 2,000 suppliers by 2019. We are pur- suing the same approach in Brazil together with the Espaço ECO® Foundation. Through these cooperations, 485 suppliers already received training in 2015. Our audits have revealed some deviations with respect to working hours and payment of the minimum wage, especially in China. Here, we have called for improvements on the part of our suppliers. None of our 2015 audits identified instances of child labor. For the suppliers we reviewed, persons under 18 were excluded from overtime, night shifts and dangerous work. We did not find any incidences of forced labor or other human rights violations in 2015. For more on sustainability in procurement, see basf.com/suppliers 96 Management's Report Responsibility along the value chain - Raw materials Raw materials Suppliers Production Customers BASF Report 2015 Responsible resource management is an integral part of our strategy. It is applied within the company through our Verbund concept, our innovative products and the use of renewable raw materials. In the search for alternative raw materials, we employ solutions that contribute to sustain- ability. We as a company are dependent on ecosystem services and also have an impact on them. Examples include the availability of clean water and renewable resources, or even the effects of ecosystem services on the preservation of air, water and soil quality. Strategy The Verbund system is an important cornerstone of our resource efficiency strategy: The by-products of one plant often serve as feedstock elsewhere, thus helping us to use raw materials more efficiently. In 2015, BASF purchased a total of around 30,000 different raw materials from more than 6,000 suppliers. Some of our most important raw materials are naphtha, natural gas, methanol, ammonia and benzene. We apply the "mass balance approach" in our Verbund system for the use of renewable raw materials. Furthermore, we are involved in the responsible cultivation and utilization of renew- ables in numerous projects along the value chain. Audit results We assess potential risks and weak points in all areas ranging from research and production to logistics, and how these could affect the environment, the surrounding community or the safety and security of our employees. In our databases, we document accidents, near misses and safety-related inci- dents at our sites as well as along our transportation routes. We foster awareness of workplace safety and safe behavior in every individual with our worldwide safety initiatives. BASF Report 2015 Audits Accident prevention and emergency response Revised questionnaire for assessing transportation safety of chemicals and gases on seagoing vessels ■ Risk assessment conducted for shipments involving high hazard potential We stipulate worldwide requirements for our logistics service providers and assess them in terms of safety and quality. In 2015, we evaluated around 500 companies in all regions. Our experts use our own evaluation and monitoring tools as well as internationally approved schemes. We revised our questionnaire for the transportation of chemicals and gases on seagoing vessels to align with that of the Chemical Distribution Institute in 2015. Particular empha- sis is placed on crew training and experience, especially in the selection of service providers. We regularly evaluate the risks in transporting raw materi- als with high hazard potential using our global guideline. This is based on the guidelines of the European Chemical Industry Council, CEFIC. Activities in external networks We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the International Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2015, we provided assistance to other companies in around 200 cases worldwide. We apply the experience we have gathered to set up similar systems in other countries: For example, in 2015 we were able to connect our site in India to just such a system. For more, see basf.com/distribution_safety and basf.com/emergency_response 100 Management's Report Responsibility along the value chain - Safety, security, health and the environment - Production Production Suppliers In 2015, there were two incidents resulting in product spillage of more than 200 kilograms of dangerous goods (2014: 5). None of these transportation incidents had a significant impact on the environment (2014: 1). Production BASF Report 2015 We never compromise on safety. For occupational and process safety as well as health protection and corporate security, we rely on comprehensive preventive measures as well as on the involvement of all employees and con- tractors. Our global safety and security concepts serve to protect our employees, contractors and neighbors as well as to prevent property damage and protect information and company assets. In this way, we help prevent produc- tion outages and damage to the environment. Strategy ■ ■ New or updated goals For more on Responsible Care, see basf.com/en/responsible-care Enhancement of safety culture We have set ourselves ambitious goals for safety and health protection. In 2015, we revised our goal for occupational safety, making it even more ambitious. We continue to pursue our health protection goal. We have furthermore defined a new goal for process safety. In our guidelines and requirements, we stipulate globally mandatory standards for safety, security and health protec- tion. A global network of experts supports us in their imple- mentation through standardized processes. We regularly conduct audits on safety, security, health and environmental protection in order to monitor our performance. We especially promote safe conduct at work through systematic risk assess- ments and specific qualification measures. Based on our corporate values, leaders serve as safety role models for our employees. Together, they contribute to the constant development of our safety culture. Occupational safety Customers Transportation incidents Worldwide safety standards ■ New reporting approach on transportation incidents In 2014, we had already nearly achieved our goal of reducing the number of worldwide transportation accidents per 10,000 shipments by 70% from 2003 to 2020. That is why we rede- signed our reporting on transportation accidents in 2015. From now on, we are focusing on transportation incidents with dangerous goods spillages that significantly impacted the environment. We will report on dangerous goods leaks of BASF products in excess of 200 kilograms on public transpor- tation routes, provided BASF arranged the transport. The global requirement for reporting on transportation incidents was adjusted accordingly and implemented worldwide. 130 environmental, safety and security audits conducted at 82 sites Regular audits help ensure that standards are met for safety, security, health and environmental protection. We carry out audits at BASF sites and at companies in which BASF is a majority shareholder. We have defined our regulations for Responsible Care audits in a global Group directive. During our audits, we create a safety and environmental profile that shows if our performance is sufficient to properly address the existing hazard potential. If this is not the case, we agree on measures and conduct follow-up audits on their implemen- tation soon afterward. One result of the audits showed the necessity of swiftly implementing new guidelines and processes, for example. For more on occupational safety and health protection, see page 100 onward Costs and provisions for environmental protection in the BASF Group (in million €) 2015 2014 Operating costs for environmental protection Investments in new and improved 962 897 environmental protection plants and facilities¹ Provisions for environmental protection 346 349 Our internal audit system complies with the standards for external auditing procedures ISO 19011 and OHSAS 18001. Worldwide, 180 BASF production sites are certified in accor- dance with ISO 14001 (2014: 191)¹. We conducted short-notice audits on various topics worldwide in 2015, which included facility inspections and document reviews. In 2015, 130 envi- ronmental, safety and security audits were carried out at 82 sites, along with 68 short-notice audits on various topics at 44 sites in the BASF Group. We audited 53 sites with respect to occupational medicine and health protection. 538 measures and remediation² Our regulations and measures for transportation and warehouse safety cover the delivery of raw materials, the storage and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. Strategy Production Suppliers Transportation and storage Customers In addition to changes in the site portfolio, the decrease mainly resulted from the sites' aim to be certified in accordance with ISO 50001 due to our energy efficiency goal. 1 621 2 Values shown refer to December 31 of the respective year. 1 Investments comprise end-of-pipe measures as well as integrated environmental protection measures. Management's Report 99 Responsibility along the value chain - Safety, security, health and the environment - Transportation and storage Legal, Taxes, Insurance & Intellectual Property Regions Divisions Corporate Units Strategic Planning & Controlling Corporate Controlling Finance Chief Compliance Officer Board of Executive Directors Supervisory Board Corporate Audit 1 Using a 95% confidence interval per risk factor based on planned values; summation is not permissible. Forecast Opportunities and risks report 114 Management's Report Ultimately, however, residual risks remain in all entrepre- neurial activities which even comprehensive risk management cannot exclude. According to our assessment, there continue to be no signifi- cant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of another global economic crisis. 2016 + Outlook €1,000 million < €1,500 million = BASF Report 2015 Organization of BASF Group's risk management External Auditors - The management of specific opportunities and risks is largely delegated to the business units and is steered at a local level. Risks relating to exchange rates and raw material prices are an exception. In this case, there is an initial con- solidation at a Group-wide level before derivative hedging instruments, for example, are used. Competence Centers ≥ €500 million < €1,000 million - Company management is informed about operational opportunities and risks (observation period of up to one year) in the monthly management report produced by the Corporate Controlling unit. In addition, the corporate units Corporate Controlling and Finance provide information twice a year about the aggregated opportunity/risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which bears reputational risks or has a more than - We use standardized evaluation and reporting tools for the identification and assessment of risks. The aggregation of opportunities, risks and sensitivities at the business and Group level using a Monte Carlo simulation helps us to iden- tify effects and trends across the company. - A catalog of opportunity and risk categories helps to identify all relevant opportunities and risks as comprehensively as possible. - The Risk Management Process Manual, applicable through- out the Group, forms the framework for risk management and is implemented by the business units according to their particular business conditions. Instruments - The internal auditing unit (Corporate Audit) is responsible for regularly auditing the risk management system established by the Board of Executive Directors in accordance with Section 91(2) of the German Stock Corporation Act. Further- more, as part of its monitoring of the Board of Executive Di- rectors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. progress in the program's implementation as well as on any significant results. Furthermore, the CCO provides a status report to the Supervisory Board's Audit Committee in at least one of its meetings each year, including any major develop- ments. In the event of significant incidents, the Audit Com- mittee is immediately informed by the Board of Executive Directors. - BASF's Chief Compliance Officer (CCO) manages the imple- mentation of our Compliance Management System, suppor- ted by additional compliance officers worldwide. The CCO regularly reports to the Board of Executive Directors on Verbund Sites - A network of risk managers in the business and corporate units advances the implementation of appropriate risk management practices in daily operations. Organization and responsibilities The BASF Group's risk management process is based on the international risk management standard COSO II Enterprise Risk Management Integrated Framework (2004), and has the following key features: Aggregation at a Group level Decentralized management of specific opportunities and risks and reporting ■ ■ ■ Integrated process for identification, assessment Risk management process - Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. - The Board of Executive Directors is supported by the corpo- rate units Finance; Corporate Controlling; Strategic Planning & Controlling; Legal, Taxes, Insurance & Intellectual Property; and the Chief Compliance Officer. They coordinate the risk management process at a Group level and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, plan- ning and budgeting processes. ≥ €100 million < €500 million Our Raw Material Verbund helps us prevent and reduce waste. We regularly carry out audits to inspect external waste management companies, ensuring that our hazardous waste in particular is properly disposed of. In this way, we are also contributing to preventive soil protection and keeping today's waste from becoming tomorrow's contamination. Other financial opportunities and risks 0.2 million MWh Coal 1.0 million MWh Residual fuels 5.1 million MWh 37.1 million MWh Steam supply -23 1 Internally generated 53% Waste heat 44% 2 Steam 39.0 million MWh¹ 13.7% 1 Purchased 3% 1 Conversion factor: 0.75 MWh per metric ton of steam Energy supply and efficiency Verbund system as important component of our energy efficiency strategy Heating oil Gas and steam turbines in our combined heat and power plants enable us to fulfill around 70% of the electricity demand of the BASF Group. Compared with separate methods of generating steam and electricity, we saved 13.5 million MWh of fossil fuels and prevented 2.7 million metric tons of carbon emissions in 2015. The Verbund system is an important com- ponent of our energy efficiency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, we saved around 17.6 million MWh in 2015, which corresponds to a savings of 3.5 million metric tons' worth of carbon emissions. With combined power and steam genera- tion as well as our continuously enhanced Energy Verbund, we were thus able to prevent a total of 6.2 million metric tons of carbon emissions in 2015. 30.8 million MWh Total: 2014 2015 Goal 2020 1 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. BASF Report 2015 Management's Report 107 Responsibility along the value chain - Safety, security, health and the environment - Energy and climate protection Energy supply of the BASF Group 2015 Electricity supply 2 1 Internally generated 69% 2 Purchased 31% Electricity 15.0 million MWh 3 Fossil and residual fuels used for power generation in power plants of the BASF Group 83.0% 0.6% 2.7% Natural gas We were able to further optimize the resource and energy consumption of our production in numerous projects around the world in 2015. Various process improvements led to steam and electricity savings. At the Ludwigshafen site, for example, we implemented an integrated steam network between the ethanolamine facility and the UltrasonⓇ plant, making use of significant amounts of heat. The startup of the new, gas-based combined heat and power plant at the Münster site of BASF Coatings additionally supported our endeavors toward efficient and environmentally friendly energy sourcing practices. We also rely on locally available energy sources for energy supply at our sites. Especially in the growing Asian market, we and our energy suppliers also utilize coal as an energy source since the more climate-friendly natural gas is not available in sufficient quantities at competitive prices. - ■Customers' use of climate protection products sold in 2015 avoids 530 million metric tons of CO₂ equivalents BASF has been publishing a comprehensive corporate carbon footprint since as early as 2008. This reports on all emissions along the value chain and shows the volume of emissions prevented through the use of our climate protection products. We plan our climate protection activities along the value chain based on our corporate carbon footprint. Through various measures to reduce our raw material and energy requirements, the emission of greenhouse gases associated with producing the raw materials was decreased by a total of around 160,000 metric tons in 2015. We completed the systematic evaluation of our product portfolio in terms of sustainability considerations in 2015. This included identifying solutions whose application makes a positive contribution in terms of climate protection and energy. Dubbed "Accelerator" products, these are what we focus on when referring to climate protection products. They help us offer solutions to our customers to avoid greenhouse gas emissions over their entire lifecycle as compared with reference products. One example is our KeropurⓇ line of fuel additives, which reduces fuel consumption by optimizing combustion in comparison with conventional fuels. Greenhouse gas emissions along the BASF value chain in 20151 (in million metric tons of CO2 equivalents) 54 Suppliers Purchased products, services and capital goods (C 1, 2, 3a) 22 BASF Production (including genera- tion of steam and electricity) 18 Disposal Incineration with energy recovery, landfilling (C 12) 4 Transport Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) 43 Customers Emissions from the use of end products (C 11) 4 Other (C 3b, 3c, 5, 8, 13, 15) 1 According to Greenhouse Gas Protocol, Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses An analysis of 25 climate protection product groups revealed that customers' use of products sold in 2015 helped to avoid 530 million metric tons of CO2 equivalents. Every product makes an individual contribution in the value chain of customer solutions. Value chains are assessed in terms of BASF's eco- nomic share of the respective customer solution. On average, 11% of the emissions avoided were attributable to BASF in 2015. The calculation of avoided greenhouse gas emissions was based on the chemical industry standard of the Interna- tional Council of Chemical Associations (ICCA) and the World Business Council for Sustainable Development (WBCSD). For more on our emissions reporting, see basf.com/corporate_carbon_footprint For more on the sustainability analysis of our product portfolio, see page 32 onward Prevention of greenhouse gas emissions through the use of BASF products (in million metric tons of CO2 equivalents) Emissions along the entire value chain Without the use of BASF's climate protection products 1,210 Emissions avoided ■ Reporting on greenhouse gas emissions along the entire value chain Corporate carbon footprint and climate protection products 3 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 2 Scope 1 and Scope 2 (location-based) according to the GHG Protocol Standard, excluding emissions from the generation of steam and electricity for sale to third parties; information on market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc We are exploring the use of renewable energies. These can only become a permanent part of our energy mix if they are competitive in terms of supply security and cost. Our research also contributes to increasing the efficiency of tech- nologies for the use of renewable energy sources. For exam- ple, Deutsche Nanoschicht GmbH a 100% subsidiary of BASF has developed an innovative method for producing high-temperature superconductors in a more efficient and environmentally friendly manner. Deutsche Nanoschicht will start operations at a further pilot plant at its Rheinbach, Ger- many, site in 2016. In cooperation with the Karlsruhe Institute of Technology, high-temperature superconductors are to be optimized for various applications in energy technology. 108 Management's Report Responsibility along the value chain - Safety, security, health and the environment - Energy and climate protection Key indicators for energy and climate protection in BASF operations excluding Oil & Gas Greenhouse gas emissions² (million metric tons of CO2 equivalents) Specific greenhouse gas emissions (metric tons of CO, equivalents per ton of sales product) Primary energy demand³ (million MWh) Energy efficiency (kilograms of sales product per MWh) 1 The values for baseline 2002 were not adjusted to reflect the currently applied global warming potential factors. BASF Report 2015 2013 Baseline 20021 24.713 20.550 2015 20.133 0.897 0.593 0.587 55.759 494 57.262 599 2014 With the use of BASF's climate protection products 2012 90 Baseline -28.9 -34.6 -33.4 -34.1 -33.9 -34.6 -40.0 The figures for the 2010 and 2011 business years were not adjusted to the scope of consolidation as per the new accounting and reporting standards IFRS 10 and 11. For more information on our data collection methods, see page 6. 2 The figures for the 2012 business year and earlier were not adjusted to the currently applied factors for global warming potential. For more information on our data collection methods, see page 106. 106 Management's Report Responsibility along the value chain - Safety, security, health and the environment - Energy and climate protection BASF Report 2015 BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocol¹ (1,000 metric tons of CO2 equivalents) BASF operations including Oil & Gas 2002 2014 2015 Scope 12 CO2 (carbon dioxide) N2O (nitrous oxide) CH(methane) 2020 Goal HFC (hydrofluorocarbons) 2015 2013 BASF Report 2015 Management's Report 105 Responsibility along the value chain - Safety, security, health and the environment - Energy and climate protection Energy and climate protection Suppliers Production Customers As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to reduce emissions along the value chain and utilize, for example, efficient technologies for generating steam and electricity, energy-efficient production processes, and comprehensive energy management. Our climate protec- tion products make an important contribution toward helping our customers avoid emissions. Strategy We are committed to energy efficiency and global climate protection along the value chain We want to reduce greenhouse gas emissions in our produc- tion and along the entire value chain. To this end, we have thoroughly analyzed the greenhouse gas emissions from our production in the past few years and implemented compre- hensive reduction measures. This is how, for example, we have been able to significantly reduce nitrous oxide emissions since 1997. Comparisons with European emissions trading bench- marks show that our greenhouse gas-intensive chemical plants operate at above-average efficiency. To supply our production sites with energy, we rely on highly efficient com- bined heat and power plants with gas and steam turbines, and on the use of heat released by production processes. Around 50% of BASF Group emissions in 2015 resulted from steam and electricity generation in our power plants as well as in our energy suppliers' power plants. Our success also depends on the long-term security and competitiveness of our energy supplies. Furthermore, we are committed to energy management that helps us analyze and continue to improve the energy efficiency of our plants. We offer our customers solutions that help prevent green- house gas emissions and improve energy and resource effi- ciency. About half of our total annual research spending goes toward the development of these products and the optimiza- tion of our processes. Our climate protection activities are based on comprehensive emissions controlling. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol Standard, as well as the sector-specific standard for the chemical indus- try. We applied the new Scope 2 standard for the first time in 2015. According to CDP, an international organization that analyzes companies' climate protection data, BASF is among the top companies in the world in terms of transparency and completeness in climate protection reporting. In reporting to CDP, our experts perform an annual analysis of the opportuni- ties and risks that climate change poses for BASF. We also advocate economically efficient and environ- mentally effective climate protection by supporting endeavors to this effect. For example, we joined the U.N.'s Caring for Climate initiative in 2015 - with over 400 companies from 60 countries, this is the largest global business movement in the search for climate change solutions. BASF also advocates the Paris Agreement on climate protection and a global carbon price. For more on climate protection, see basf.com/climate_protection Reduction of greenhouse gas emissions per metric ton of sales product in BASF operations excluding Oil & Gas 1,2 (in %) 2002 2010 2011 2012 2014 SF (sulfur hexafluoride) Scope 23 Total <€100 million 1 BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. 2 Emissions of N2O, CH, HFC and SF have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 1995 (2002 emissions) and IPCC 2007, errata table 2012 (2014 and 2015 emissions). HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. 3 Location-based approach. Information on the calculation of market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc 4 Includes sale to BASF Group companies; as a result, emissions reported under Scope 2 can be reported again in some cases. 1,071 22,170 Global goals ■Specific greenhouse gas emissions reduced New goal for energy management system We aim to reduce our greenhouse gas emissions per metric ton of sales product by 40% by 2020, compared with baseline 2002. In 2015, we achieved a reduction of 34.6% (2014: reduction of 33.9%). Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations (excluding Oil & Gas) by 49.8% and even reduce specific emissions by 74.4%. We set ourselves a new energy efficiency goal in 2015 covering both the chemicals and the oil and gas businesses. By 2020, we want to have introduced certified energy management systems (DIN EN ISO 50001) at all relevant production sites¹. Taken together, this represents 90% of BASF's primary energy demand. This is one of the ways in which we intend to identify and carry out improvements in energy efficiency, reducing not only greenhouse gas emissions and saving valuable energy resources, but also increasing the BASF Group's competitive ability. In 2015, we were able to complete the ISO 50001 energy management system certifi- Ication of two additional sites in Germany. This brings the current total to 27 certified sites worldwide, representing 39.5% of our primary energy demand. 2020 Goal Reduction of greenhouse gas emissions per metric ton of sales product Baseline 2002 BASF operations excl. Oil & Gas -40% 2020 Goal Coverage of our primary energy demand by introducing certified energy management systems at all relevant sites BASF operations incl. Oil & Gas 90% Introduction of certified energy management systems (ISO 50001) at BASF Group sites worldwide, in terms of primary energy demand (in %) 38.6 39.5 27.3 838 347 26,936 21,099 21,523 CO₂ Sale of energy to third parties (Scope 1)4 CO Total 14,634 16,774 16,496 6,407 669 600 0.1 244 88 61 99 119 0 0 1 5,243 26,589 3,911 3,795 70 680 22,361 BASF Report 2015 Waste management in the BASF Group (in million metric tons) 2015 2014 Total waste generation¹ 2.02 2.07 Thereof from oil and gas exploration 0.05 0.05 Waste recovered 0.68 0.71 Recycled 0.27 0.30 Thermally recovered 0.41 0.41 Waste disposed of 1.34 1.36 We have been documenting relevant sites in a contamin- ated site database since 2013. Ongoing remediation work around the world continued on schedule and planning was concluded on future landfill remediation projects. In underground landfills We develop remediation solutions in order to combine nature conservation, climate protection concerns, costs, and social responsibility. This means making decisions on a case- by-case basis, founded on the legal framework and current technological possibilities. We set out global standards for our approach to contaminated site management. A worldwide network of experts ensures their proper implementation. ■ Systematic processing of contaminated sites ensured 11,697 NMVOC (nonmethane volatile organic compounds) 5,140 4,881 SO (total various sulfur oxides) 3,028 4,506 Dust 3,330 3,456 NH3 / other (NH3 [ammonia] and other inorganic substances) 2,216 2,321 Total 28,585 31,505 112 Management's Report Responsibility along the value chain - Safety, security, health and the environment - Air and soil BASF Report 2015 Management of waste and contaminated sites - Reduction of total waste volume We regularly explore possibilities for preventing waste. If waste is unavoidable, we perform an analysis for recycling or energy recovery. Total waste volume declined slightly in 2015 (-2.4%). 0.14 0.12 In surface landfills Identifying opportunities and risks as early as possible and planning effective courses of action The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportuni- ties and limit business losses. The aim here is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create lasting value. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. We define opportunities as possible successes that exceed our defined goals. In order to effectively measure and manage identified opportu- nities and risks, we quantify these in terms of probability and economic impact in the event they occur. We use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. Overall assessment Significant risks and opportunities arise from overall economic developments and volatility in exchange rates and margins No threat to continued existence of BASF We expect the global economy to continue to grow in the next two years. We continue to see significant risks in a consider- able slowdown of the Chinese economy. Such a development would negatively impact demand for intermediate goods and investment goods, and affect emerging markets that export raw materials as well as the advanced economies. Any esca- lation of geopolitical conflicts also poses risks to the global economy. Important opportunities and risks for our earnings are also associated with uncertainty regarding growth in Europe, the development of key customer industries, and volatility in foreign currency exchange rates and margins. Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken¹ Possible variations related to: Business environment and sector Market growth Margins Competition Regulation/policy Company-specific opportunities and risks Purchasing/supply chain Investments/production Personnel Acquisitions/cooperations Information technology Law Finance Exchange rate volatility 530 million metric tons Risk management Events that can negatively impact the achievement of our goals Risks Potential successes that exceed our defined goals 0.48 0.52 Through incineration 0.72 0.72 Classification of waste for disposal² Nonhazardous waste 0.44 0.42 Hazardous waste 11,058 0.90 Transported hazardous waste 0.27 0.23 1 Comprises all production waste and hazardous waste from construction activities 2 The classification of waste into hazardous and nonhazardous waste is performed according to local regulations. BASF Report 2015 Forecast Opportunities and risks report Management's Report 113 Forecast Opportunities and risks report Opportunities 0.94 [nitrogen monoxide], calculated as NO2) 58.962 588 4,635 Production 6,010 85% Cooling Discharge BASF Report 2015 1,626 Surface water / freshwater 1,564 Brackish water / seawater 23 Groundwater 76 Cooling 5,752 Drinking water 22 Thereof recirculating 4,570 once-through 1,182 15% Use 1,686 withdrawal NO (total NO, [nitrogen dioxide] + NO Water Suppliers Production Management's Report 109 Responsibility along the value chain - Safety, security, health and the environment - Water Customers Water is of fundamental importance in chemical produc- tion. It is used as a coolant, solvent and cleaning agent, as well as to make our products. We are committed to its responsible use in our production sites' water catchment areas, and along the entire value chain. We have set our- selves a global goal for sustainable water management. Strategy BASF products contribute to sustainable water management We aim to use water as sparingly as possible and further reduce emissions to water. To do so, we have set out a Group directive with globally applicable standards. We are exploring measures for implementing sustainable water management, especially at production sites in water stress areas. One of our aims here is to identify savings potential in order to use as little water as possible, particularly in water stress areas. We con- sider this topic from all aspects, including societal implications. Surface water / freshwater Brackish water / seawater Groundwater We offer our customers solutions that help purify water, use it more efficiently and reduce pollution. Seawater desalina- tion plants make an important contribution to supplying the world's population with water. The Middle East's dry climate, for example, makes the region particularly dependent on this technology. The largest desalination plant in the United Arab Emirates is located in Jebel Ali. BASF supplies it with more than 3,000 metric tons of SokalanⓇ PM 151 per year; this prod- uct prevents the buildup of deposits, enabling the plant to generate up to 2 million cubic meters of desalinated water each day. For more on the CDP water survey, see basf.com/en/cdp Global goal Goals achieved for reducing emissions ■ Goal expanded for sustainable water management We have already achieved our 2020 goal of decreasing emis- sions to water of organic substances and nitrogen by 80% and of heavy metals by 60% compared with baseline 2002. In 2015, we reached 28.2% (2014: 26.3%) of our goal to halve the withdrawal of drinking water for production purposes from 2010 to 2020. We integrated this target into our goal for sus- tainable water management in 2015. We are analyzing water management practices at relevant production sites with respect to sustainability criteria. Our aim to establish sustain- able water management at all sites in water stress areas was expanded in 2015: We now also want to introduce sustainable water management at all Verbund sites by 2025. This will cover 92% of BASF's entire water abstraction. We achieved 36.2% of this goal in 2015, and are pursuing it through the application of the European Water Stewardship (EWS) stan- dard. After introducing the standard at our European sites in 2013, we furthered its implementation in China and North and South America in 2015. This once again earned gold-level certification in 2015 for our production site in Tarragona, Spain, after an external audit. Water stress areas around the world Source: Pfister et. al., 2009 110 Management's Report Water in the BASF Group 2015 (million cubic meters per year) Abstraction/ In order to ensure transparency in our reporting on water, we once again took part in CDP reporting in 2015 and received a very good score. According to CDP, this was particularly because of our implementing a range of best-practice mea- sures in water management, as well as our risk minimization - both in our production and beyond it. 1,414 Responsibility along the value chain - Safety, security, health and the environment - Water 13 Production Management's Report 111 Responsibility along the value chain - Safety, security, health and the environment - Air and soil Customers We want to further reduce emissions to air from our pro- duction, protect the soil and prevent waste. We have set ourselves standards for doing so in a global directive. If no recovery options are available, we dispose of waste in a correct and environmentally responsible manner. Strategy ■ ■ Raw Material Verbund helps prevent and reduce waste Professional disposal of hazardous waste Regular monitoring of our emissions to air is a part of environ- mental management at BASF. Aside from greenhouse gases, we also measure emissions of other pollutants into the atmo- sphere. Our reporting does not take into account air pollutant emissions from oil and gas operations due to their substantial fluctuation during exploration phases. Further reduction of emissions We were able to reduce absolute emissions of air pollutants from our chemical plants to 28,585 metric tons in 2015. This is a decrease of 66.6%, which means that our goal of a 70% reduction worldwide from 2002 to 2020 has almost been achieved. Emissions of ozone-depleting substances as defined by the Montreal Protocol totaled 23 metric tons in 2015 (2014: 36 metric tons). Emissions of heavy metals amounted to 4 metric tons (2014: 4 metric tons). We were able to reduce emissions of sulfur oxides in 2015, particularly at our site in Hannibal, Missouri: There, we exchanged coal-fired boilers for gas-powered burners, saving around 1,000 metric tons of sulfur oxide. Our product portfolio contains a variety of catalysts used in the automotive sector and in industry to reduce the emission of air pollutants. BASF's CametⓇ series of CO catalysts, for example, decreases the amount of carbon monoxide released by gas turbine plants in partial-load mode. As a complement to the use of renewable energies, this now environmentally friendly partial-load mode will become increasingly necessary in the future. Emissions to air (in metric tons) Air pollutants from BASF operations excluding Oil & Gas CO (carbon monoxide) 2015 179 3,813 2014 Suppliers Air and soil Emissions to air For more, see basf.com/water from third parties 1 BASF Report 2015 Reusable wastewater Production² 258 External treatment plant 20 Around 22% of our production sites were located in water stress areas in 2015, and around 1% of BASF's total water supply was abstracted from these areas. 2025 Goal Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites 1 The difference between the volume of water drawn and the volume discharged is primarily attributable to evaporation losses during closed-circuit cooling. 2 Total from production processes, graywater, rinsing and cleaning in production Further reduction of emissions 100% ■ Reduction of emissions to water achieved The supply, treatment, transportation and recooling of water is associated with a high energy demand. We employ various means in our efforts to keep this as low as possible. We are constantly working to optimize our energy consump- tion and the amount of water we use, and to adapt to the needs of our business and the environment. A total of around 207 million cubic meters of wastewater were discharged from BASF production sites in 2015 (2014: 194 mil- lion cubic meters). Emissions of nitrogen to water amounted to 3,000 metric tons (2014: 3,200 metric tons). We were able to make this improvement by optimizing processes and exchanging products, for example. Around 17,300 metric tons of organic substances were emitted in wastewater (2014: 18,700 metric tons). Our wastewater contained 25 metric tons of heavy metals (2014: 21.5 metric tons). Phosphorus emis- sions amounted to 460 metric tons (2014: 341 metric tons). Our wastewater is treated through different methods depending on the type and degree of contamination - including biological processes, oxidation, membrane technologies, precipitation or adsorption. In order to prevent unanticipated emissions and the pollu- tion of surface or groundwater, we create water protection strategies for our production sites. This is mandatory for all production plants as part of the Responsible Care initiative. The wastewater protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being imple- mented and complied with. Water use ■Using water responsibly BASF operations excl. Oil & Gas We recirculate water as much as is feasible in order to with- draw less from supply sources. Our larger sites have recooling plants that allow water to be reused several times and that reduce the temperature of used cooling water before it is dis- charged back into a body of water. For more on energy and climate protection, see page 105 onward For more on opportunities and risks from energy policies, see page 116 ■ - ■ Trends in the global economy in 2016 Economic environment in 2016 Management's Report 121 Forecast Economic environment in 2016 For BASF as an energy-intensive company, opportunities and risks arise particularly from regulatory changes in carbon prices through emissions trading systems, taxes or energy legislation. BASF Report 2015 Stable growth expected for the European Union Economic cooldown in China with dampening effects on Asia's emerging markets The global economy will presumably grow by 2.3% in 2016, about as fast as in 2015 (+2.4%). Growth in the European Union will remain comparable with prior-year levels. In the United States, growth is expected to slow down somewhat. We forecast that Chinese economic growth will continue to decelerate slightly and that the recession will ease up somewhat in Russia and Brazil. Global chemical production is likely to grow by 3.4% in 2016, slower than 2015 (+3.6%). The global economy continues to face increasing risks. For 2016, we assume an average price of $40 per barrel for Brent blend crude oil and an exchange rate of $1.10 per euro. Recovery of Japanese economy unlikely Continued, but milder, deceleration predicted for South America 5.7% Growth in the United States will probably slacken some- what in the face of slower industrial growth. Benefiting from the positive job market situation and low inflation rates, private consumption will provide some stability. Experience shows that rising real estate value also has a positive effect on con- sumption. Increasingly better production capacity utilization along with continuing low interest rates are likely to support the propensity to invest. In the emerging markets of Asia, we assume that growth will weaken to a moderate level overall. Gross domestic prod- uct growth will continue to slow in China. The government's Outlook for gross domestic product 2016 (Real change compared with previous year) World European Union United States 2.3% 1.7% 2.1% Emerging markets of Asia Japan 0.8% South America The material aspect "energy and climate" is analyzed as part of our risk management process in order to allow us to identify, assess and direct climate-related risks and oppor- tunities. (1.7%) For 2016, we anticipate growth in the European Union's economy on approximately the same level as the previous year. Low oil prices, largely stable prices, reduced interest rates and favorable euro exchange rates will support this development, although these factors do not represent addi- tional growth stimulus as they have already been in effect since 2015. The economy will stabilize noticeably in southern Europe. In northwestern Europe and the eastern European E.U. countries, growth will hover at prior-year levels. We expect the recession to continue in Russia and Ukraine, although the decline is likely to ease off compared with 2015. In terms of upcoming opportunities and risks, material aspects identified included: energy and climate, water, resources and ecosystems, responsible production, and employment and employability. In addition to specific require- ments for these aspects, discussion is growing surrounding the internalization of external effects. We optimize the efficiency and effectiveness of our research activities through our global Know-How Verbund as well as through collaboration with partners and customers. Furthermore, in a program and project management process, we continuously review the chances of success and the underlying assumptions of research projects; this review includes all phases from idea generation to product launch. The trust of customers and consumers is essential for the successful introduction of new technologies. That is why we enter into dialog with stakeholders at an early stage of development. Identification of upcoming opportunities and risks Risk management established for material aspect "energy and climate" Trends in gross domestic product 2016-2018 (Average annual real change) In order to remain competitive, we continuously improve our operational excellence. Our new strategic excellence pro- gram, DrivE, also contributes to this aim. Starting at the end of 2018, we expect this program to contribute around €1 billion in earnings each year compared with baseline 2015. In order to achieve long-term profitable growth, our research and business focus is on highly innovative business areas, which we sometimes enter into through strategic coop- erative partnerships. Innovation Chances of success in research and development increased by Know-How Verbund We are observing a trend toward more sustainability in our customer industries. We want to take advantage of the result- ing opportunities with innovations. In the long term, we aim to continue significantly increasing sales of new and improved products. To achieve this goal, we continue to aim to invest around 3% of our sales (excluding Oil & Gas) in research and develop- ment. At the beginning of 2015, we pooled the central research areas Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research into three global platforms headquartered in one of the regions particularly significant for us: Europe, Asia Pacific and North America. Stronger regional presence opens up new opportu- nities to participate in local innovation processes and gain access to local talent. We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project port- folio, as well as through professional, milestone-based project management. For more on innovation, see page 34 onward 120 Management's Report Forecast Opportunities and risks report BASF Report 2015 Portfolio development through investments ■ 2016-2020: More than a quarter of our investing volume to go into emerging markets We expect the increase in chemical production in emerging markets in the coming years to be significantly above the global average. This will create opportunities that we want to exploit by expanding our presence in these economies; there- fore, more than a quarter of our investment volume will be spent in emerging markets over the next five years. We also want to intensify investment in North America in light of the attractive growth prospects and low raw material prices: for example, we are constructing an ammonia production plant with Yara in Freeport, Texas. In addition, we are exploring an investment in a world-scale methane-to-propylene complex on the U.S. Gulf Coast. Our decisions on the type, size and locations of our invest- ment projects are based on assumptions related to the long- term development of markets, margins and costs, as well as raw material availability and country, currency and technology risks. Opportunities and risks arise when actual developments deviate from our assumptions. In the implementation phase, we use our experience in project management and controlling to minimize short-term technical risks as well as risks from cost overruns or missed deadlines. For more on our investment plans, see page 125 onward Acquisitions Detailed assessment of opportunities and risks as part of due diligence In the future, we will continue to refine our portfolio through acquisitions that promise above-average profitable growth, are innovation-driven and offer added value for our customers while reducing the cyclicality of our earnings. The evaluation of opportunities and risks already plays a significant role during the assessment of potential acquisition targets. A detailed analysis and quantification are conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, and the assumption of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not fulfilled, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from additional synergies. For more on our acquisitions, see page 39 onward Recruitment and long-term retention of qualified employees Risk of retirement-related loss of expertise BASF, too, is adjusting to a medium to long-term shortage of skilled employees due to demographic changes, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suitable appli- cants, or only after a delay. We address these risks through our Best Team Strategy and the global initiatives derived from it, covering demographic and knowledge management, Diversity + Inclusion, employee and leadership development, intensified employer branding, and supplementary regional initiatives. With these measures, we increase BASF's attrac- tiveness as an employer and retain our employees in the long term. For more on the individual initiatives and our goals, see page 42 onward Sustainability BASF uses sustainability management tools to identify upcoming opportunities and risks that arise in connection with the topic areas environment, society and governance. Their long-term effect on our business activities and their associated relevance are assessed through such instruments as our materiality analysis, along with our experiences from continu- ous dialog with our stakeholders. We have established global monitoring systems which also include our suppliers – these enable us to check adherence to laws and our voluntary commitments in the areas of environment, safety, security, society, and governance. World 1.0% European Union The global growth rate of the chemical market will be largely determined by developments in China, which accounts for more than a third of worldwide production. China will pre- sumably contribute more than two percentage points to the rate of global chemical industry growth in 2016. All growth forecasts for China are currently fraught with high levels of uncertainty; this applies to our prognosis for global chemical growth, as well. Chemical production in the European Union is likely to grow only slowly in 2016. Demand from customer industries in the region will grow moderately, yet we do not anticipate any additional growth stimulus beyond this from the export busi- ness for Europe's chemical producers. Overall, competitive pressure could remain high on an international level, even as European chemical sites - as in the previous year - benefit from low oil prices compared with U.S. competitors whose production is based on gas. We expect chemical production to expand in the United States against the backdrop of solidly growing demand overall from customer industries. However, momentum let up consid- erably over the course of 2015, which may be reflected in a lower growth rate for 2016. Chemical growth will decelerate somewhat overall in the emerging markets of Asia. While it will probably continue to shrink in China, it will hover around prior-year levels in the region's other countries. The higher growth rates we expect for the automotive industry will support demand for chemicals. Slower construction activity in China will presumably have a dampening effect. In Japan, we anticipate a weak economic environment overall and minimal growth in chemical produc- tion. The chemical industry in South America will stagnate overall. Demand is likely to remain weak in Argentina; in Brazil, it will continue to decline. In the other South American coun- tries, however, we expect solid growth on average. Outlook for chemical production 2016 (excl. pharmaceuticals) (Real change compared with previous year) World 3.4% European Union United States 0.9% 1.7% Emerging markets of Asia 5.9% We are addressing this risk through active portfolio manage- ment. We exit markets where risks outweigh opportunities, and in which we do not see satisfactory long-term opportuni- ties to stand out from our competitors. (0.2%) Japan South America Trends in chemical production 2016-2018 (excl. pharmaceuticals) (Average annual real change) World 3.6% European Union 1.1% United States 2.5% Emerging markets of Asia 5.9% Global chemical production (excluding pharmaceuticals) will probably grow by 3.4% in 2016, slightly slower than in 2015 (+3.6%). We expect production in the advanced economies to expand by 1.3%, somewhat slower than in the previous year (+1.6%). At 5.0%, overall growth in the emerging markets will also approximate prior-year levels. ■ Global growth slightly below the level of 2015 Outlook for the chemical industry 123 1.8% United States 2.4% Emerging markets of Asia 5.8% Japan South America 0.7% 0.6% monetary and fiscal easing measures could bolster the real estate market and automotive sector, but the growth stimulus will remain modest. China's economic cooldown will continue to negatively impact trading partners in the region. Currently, the greatest risk for the global economy would be posed by growth in China that proves even weaker than our expecta- tions. Japan's gross domestic product is expected to continue growing only minimally in 2016. Despite the weak yen, the current global economic environment gives no cause to believe that exports will significantly increase. Domestic demand may also grow only modestly. The sales tax increase expected for the spring of 2017 could, however, stimulate private con- sumption to grow faster than usual toward the end of 2016. For South America, we expect a continued, if somewhat weaker, decline in gross domestic product overall. Structural reforms in Argentina should revive the economy in the medium term; in the short term, however, they will weaken private demand. We therefore anticipate a slight decrease in gross domestic product. Leading indicators do not yet point to an upswing in Brazil. We nevertheless do not expect the down- ward trend to continue unabated, especially since the sharp depreciation of the Brazilian real will support the export busi- ness. 122 Management's Report 2.7% Forecast Economic environment in 2016 Outlook for key customer industries ■ Same level of growth expected in global industrial production for 2016 Global industrial production will probably grow by 2.0%, no stronger than in 2015. Industry in the advanced economies will keep growing modestly, by around 1%. In the emerging mar- kets of Asia, we anticipate industrial growth at a level some- what below that of 2015 (+4.7%). After a decline in the previous year, we anticipate slight growth again for the remaining emerging markets in 2016 (+0.7%). We foresee overall recovery for the transportation sector compared with 2015. After two years of dynamic development in western Europe, we assume that growth will slow down in 2016. It will probably slacken in the United States, as well. By contrast, China's automotive industry will show moderate recovery as a result of the decrease in purchase taxes for small-motor vehicles. This should mean a slight increase in automobile production in Asia's other emerging markets for this reason, as well. Slight growth in the automotive industry is also anticipated in Japan after the previous year's considerable decline. In Brazil, automobile production is likely to decrease once again and Russia's market could grow slightly at best. Production in the energy and raw materials sector will see only marginal gains in 2016 in light of lower raw material prices and moderate growth in the global economy. We antici- pate only marginal production increases in western and east- ern Europe as well as in the Middle East. In Asia, domestic energy and raw material production is likely to see slight growth. We expect production to decline in North and South America. For the construction industry, we predict stable growth rates on a global level, with regions varying widely. Construc- tion activity will likely continue to stabilize in western Europe. Low interest rates and increased real income will be a boon to housing construction in northwestern Europe. The branch has been shrinking for years in Italy and France and could bottom out. In the United States, the industry saw a significant upswing in 2015 and the number of construction starts increased sharply. We therefore anticipate robust growth in 2016, as well. In China, however, production growth will probably con- tinue to slow; the housing market in particular is suffering from oversupply. We expect the other Asian emerging markets to show stable growth rates in the construction industry. The South American market is likely to slightly shrink. We assume that the consumer goods industry will grow somewhat faster than in the previous year. In Asia, demand for consumer goods is likely to remain stable: this prediction is supported by the realignment of China's economy toward a more consumer-oriented growth model and Japan's upcom- ing sales tax increase in 2017. We anticipate restrained growth in production in western Europe's consumer goods industries. In the United States, production growth will remain far behind private demand, as the strong U.S. dollar will favor the import of consumer goods. The electronics industry is set to grow as fast in 2016 as it did in the previous year. We anticipate stable growth in Asia, the global center of the electronic industry. We foresee slight deceleration in China and South Korea, whereas Taiwan and Japan will probably show rising growth rates. Growth is expected to be slower in North America and stable in western Europe. We predict solid global growth roughly comparable with prior-year levels for production in the health and nutrition sector. In Europe, we anticipate slightly higher growth rates overall. In North America, the industry is likely to be somewhat outpaced by the growth rate of gross domestic product. Growth rates in this sector will probably decline slightly in Asia, but at a high level. Production in South America will continue to decrease slightly. For agriculture, we anticipate worldwide growth on par with the average rate of the past few years. Rising demand from China and India suggests solid production growth at home as well as in Brazil and the United States, two major exporting countries. In Europe, production growth will follow the weak regional trends in demand. The severe economic crisis in Ukraine and the ongoing conflict in the eastern part of the country will be reflected in decreasing agricultural produc- tion. The low price of oil will continue to curtail global demand for bioethanol. We expect prices for agricultural raw materials to remain under pressure in 2016. BASF Report 2015 Management's Report Forecast Economic environment in 2016 BASF Report 2015 We expect competitors from emerging markets to gain con- siderable significance in the years ahead. Furthermore, we predict that many raw material suppliers will expand their value chains. Information technology risks Development of the competitive and customer landscape The Consolidated Financial Statements are prepared by a unit in the corporate division Finance. BASF Group's accounting process is based on a standardized accounting guideline that sets out accounting policies and the significant processes and deadlines on a Group-wide basis. There are binding directives for the internal reconciliations and other accounting opera- tions. Standard software is used to carry out the accounting processes for the preparation of the individual financial state- ments as well as for the Consolidated Financial Statements. There are clear rules for the access rights of each participant in these processes. Employees involved in the accounting and reporting pro- cess meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. We strictly adhere to the princi- ples of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are pro- duced by specialized service providers or specially qualified employees. An internal control system for financial reporting continu- ously monitors these principles. To this end, methods are provided for the structured and Group-wide uniform evaluation of the internal control system in financial reporting. The significant risks for the BASF Group regarding a reliable control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a standardized questionnaire and presented in a central risk catalog. Moreover, a centralized selection process identifies com- panies that are exposed to particular risks, that have a material impact on the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection pro- cess is conducted annually. In the relevant companies, one person is given the responsibility of monitoring the execution of the annual evaluation process. In these companies, the process comprises the following steps: - - Evaluation of the control environment Adherence to internal and external guidelines that are relevant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire and evidenced by sample taking. - Identification and documentation of control activities In order to mitigate the risks to the financial reporting pro- cesses listed in our central risk catalog, critical processes and control activities are documented. - Assessment of the control activities After documentation, a test is performed to verify whether the described controls are capable of adequately mitigating the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effective. - Monitoring of control weaknesses The managers responsible receive reports on any control weaknesses identified and their resolution, and an interdisci- plinary committee investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed once control weaknesses have been identified that have a considerable impact on financial reporting. Only after material control weaknesses have been resolved does the company's managing director confirm the effective internal control system. - Internal confirmation of the internal control system All managing directors and chief financial officers of each consolidated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. 116 Management's Report Forecast Opportunities and risks report BASF Report 2015 Short-term opportunities and risks Development of demand ■ Development of our sales markets among greatest opportunities and risks Negative impact from economic slowdown in China and escalation of geopolitical conflicts possible The development of our sales markets is one of the strongest drivers of opportunities and risks. More details on our assump- tions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construction sectors, can be found from pages 121 to 123. In accordance with this scenario, we are planning to achieve volumes growth in all segments exclu- ding the effects of acquisitions and divestitures. In addition to this scenario, we also consider risks from deviations in assumptions. We continue to see a significant macroeconomic risk in an increased slowdown of the Chinese economy, which would have considerable impact on demand for intermediate goods for industrial production as well as investment goods. This would have an effect on emerging markets that export raw materials as well as on advanced economies that specialize in technological goods. Risks to the global economy would also be posed by the possible escala- tion of geopolitical conflicts. Should the macroeconomic environment develop more weakly than we predict, a further drop in the price of oil can be expected. In this case, we would also expect the euro to depreciate relative to the U.S. dollar as compared with our planning assumptions, as the eurozone's economy shows a high level of dependency on exports and, in times of global economic weakness, the U.S. dollar is preferred by portfolio investors as a safe haven. Weather-related influences can result in positive or nega- tive effects on our crop protection business. Margin volatility Possible oversupply could lead to lower margins in some value chains ■ Annual evaluation of control environment and relevant processes at significant companies ■ Opportunities and risks from decreasing raw material costs ■ Segregation of duties, four-eyes principle, and clearly regulated access rights Significant features of the internal control and risk management system with regard to the Group financial reporting processs 1 Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. In the Functional Materials & Solutions segment in 2016, we expect demand to remain high from our key customer sectors, the automotive and construction industries, and aim to raise sales volumes in all divisions. We nevertheless foresee negative effects from the continuing decrease in precious metal prices and overall sales that remain at a prior-year level. We aim to slightly raise our income from operations before special items. In an environment that remains challenging, we plan on sales in the Performance Products segment that match prior-year levels, despite lower prices. We want to raise sales volumes in all divisions. Factors supporting this endeavor include new production capacities in the Dispersions & Pigments and Care Chemicals divisions. Income from opera- tions before special items should slightly exceed the level of 2015, supported by strict cost discipline and measures to increase competitiveness in all divisions. Sales in the Chemicals segment are likely to decline slightly in 2016. Higher volumes in the Monomers and Intermediates divisions due to the startup of plants will not be able to offset the lower prices resulting from decreased raw material costs. We continue to anticipate intense competitive pressure, espe- cially in the markets for MDI, TDI, acrylic acid and caprolactam. Income from operations before special items is expected to fall considerably. We foresee higher fixed costs in the Monomers and Intermediates divisions from plant startups and shrinking margins, especially in the Petrochemicals division. Sales and earnings forecast for the segments For more on the cost of capital percentage, see page 30 likely to shrink considerably in 2016; we anticipate a slight decrease in the chemicals business¹ and a slight gain in the Agricultural Solutions segment. In Other, EBIT is forecast to rise considerably. Yet because EBIT of Other is not factored into the calculation of our EBIT after cost of capital, the BASF Group's EBIT after cost of capital will presumably see a con- siderable decline. We will still earn a premium on our cost of capital. In the Performance Products, Functional Materials & Solutions, and Agricultural Solutions segments, we anticipate a considerable boost in EBIT after cost of capital. The significant risks and opportunities that could affect our forecast are described on pages 113 to 120. We expect EBIT to decline slightly overall in 2016. In addi- tion to a lower level of EBIT before special items, this assump- tion reflects the charges expected to arise from restructuring measures. The contribution from the Oil & Gas segment is BASF Group sales will decrease considerably in 2016. As a consequence of the asset swap with Gazprom, contributions to the Oil & Gas segment have ceased from the natural gas trading and storage business in particular. In the first three quarters of 2015, these activities contributed a total of around €10.1 billion to sales. Sales will be furthermore reduced by lower prices for oil and gas. We want to increase sales vol- umes in all segments, excluding the effects of acquisitions and divestitures. Income from operations before special items is expected to be slightly below 2015 levels. This is an ambitious goal in the current volatile and challenging environment, and is particularly dependent on oil price developments. We antici- pate considerably lower contributions from the Chemicals and Oil & Gas segments. In the other segments, we aim to slightly increase earnings. Income from operations before special items expected at level slightly below 2015 Considerable sales decline due to divestiture of gas trading and storage business ■ Sales and earnings forecast for the BASF Group For more information on our expectations for the economic environment in 2016, see page 121 onward We expect conditions to remain challenging in 2016. The global economy and industrial production will presumably grow at a level approximating that of 2015. Chemical pro- duction is likely to grow at a slower rate than in 2015. For 2016, we assume an average price of $40 for a barrel of Brent blend crude oil and an exchange rate of $1.10 per euro. The global economy continues to face increasing risks. We nevertheless aim to raise sales volumes in all segments. BASF Group sales will decline considerably, however, especially as a result of the divestiture of the gas trading and storage business as well as lower oil and gas prices. We expect income from operations before special items to be slightly below 2015 levels. This is an ambitious goal in the current volatile and challenging environment, and is particularly dependent on oil price developments. BASF Report 2015 Outlook 2016 124 Management's Report Forecast Outlook 2016 1.3% South America 0.6% Japan BASF Report 2015 Management's Report 115 Forecast Opportunities and risks report - As part of our strategy development, the Strategic Planning & Controlling unit conducts strategic opportunity/risk analy- ses with a ten-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. - Our Group-wide Compliance Program serves to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these mandatory standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. For more on our Group-wide Compliance Program, see page 136 onward Conducted in accordance with standardized Group guidelines We generally anticipate stable margins in 2016. For some products and value chains, it is possible that margin pressure could be increased by new capacities, for example. This would have a negative effect on our EBIT. The year's average oil price for Brent crude was around $52 per barrel in 2015, substantially lower than in the previous year. For 2016, we anticipate an average oil price of $40 per barrel. We therefore expect the low price levels to continue for the raw materials and petrochemical basic products that are important to our business. Yet an oil price level below the expected average would pose risks for our oil and gas business, whose EBIT dips by approximately €20 million for every $1 decrease in the average annual barrel price of Brent crude. Interest rate risks - Market interest rates and credit risk premiums to be paid have major impact on financing costs Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the present value of fixed-rate instruments and fluctuations in the interest payments for variable-rate instruments, which would positively or negatively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency deriva- tives are used in individual cases. In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the well-balanced maturity profile of its financial indebtedness. Risks from metal and raw material trading In the catalysts business, BASF employs commodity deriva- tives for precious metals and trades precious metals on behalf of third parties and on its own account. In addition, we use our knowledge of the markets for crude oil and oil products to generate earnings from the trade of raw materials. To address specific risks associated with these trades, which are not part of our operating business, we set and continuously monitor limits with regard to the type and size of the deals concluded. Liquidity risks Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquidity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against potential refinancing risks by a balanced maturity profile for financial indebtedness as well as through diversification in various financial markets. For more on financial risks, see the Notes to the Consolidated Financial Statements from page 210 onward For more on the maturity profile of our financial indebtedness, see the Notes to the Consolidated Financial Statements on page 206 Risk of asset losses We limit country-specific risks with measures based on inter- nally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use export credit insurance and investment guaran- tees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. The credit ratings are continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the credit- worthiness and payment behavior of our customers and by setting appropriate credit limits. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Risks are also limited through the use of credit insurance and bank guarantees. Impairment risks The risk of an asset impairment occurs if the assumed interest rate in an impairment test increases or the predicted cash flows decline. In the current business environment, we consider the risk of impairment of individual assets such as customer relationships, technologies and brands, as well as goodwill, to be nonmaterial. Nevertheless, a continuing decline in the price of oil below our assumed planning level would result in impairment risks for the Oil & Gas segment's assets, especially the recently acquired fields measured at fair value. Long-term incentive program for senior executives Our executives have the opportunity to participate in a share- price-based compensation program. The need for provisions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corresponding increase or decrease in personnel costs. BASF Report 2015 Management's Report 119 Forecast Opportunities and risks report Risks from pension obligations Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzerland. To address the risk of underfunding due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the struc- ture of the pension obligations. Stress scenarios are also simulated regularly by means of portfolio analyses. An adjust- ment to the interest rates used in discounting pension obliga- tions leads immediately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. Long-term opportunities and risks Long-term demand development Annual average growth of nearly 4% expected for global chemical production In our "We create chemistry" strategy, we assume that chemical production (excluding pharmaceuticals) will grow by nearly 4% each year through 2020. Chemical production would therefore grow considerably faster than global gross domestic product and at about the same level as the previous five-year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capacity, research and development activities and acquisitions, we aim to achieve sales growth that slightly exceeds this market growth. Should global economic growth see unexpected, consid- erable deceleration, due for example to an ongoing weak period in the emerging markets or to geopolitical crises, these goals could prove too ambitious. As a result of our high degree of diversification across various customer industries and regions, we would still expect our growth to be above the market average, even under these conditions. For more on the "We create chemistry" strategy, see page 24 onward Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instruments, if necessary. Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's purchasing, oppor- tunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year rise in the value of the U.S. dollar/euro exchange rate by $0.01 would result in an increase of around €40 million in BASF's EBIT, assuming other conditions remain the same. On the production side, we mitigate foreign currency risks by having production sites in the respective currency zones. ■ Opportunities and risks especially from U.S. dollar exchange rate fluctuations Exchange rate volatility Regulation and political risks ■ Risks posed by factors such as regulation of chemicals use ■ Energy policy gives rise to both risks and opportunities Due to the European chemicals regulation REACH, which came into force in 2007, BASF and our European customers face the risk of being placed at a disadvantage to our non- European competitors due to the cost-intensive test and registration procedures. Other risks for us would arise from further regulation, for example, of the use of chemicals; the intensification of geopo- litical tensions; the destabilization of political systems; and the imposition of trade barriers, such as sanctions in Ukraine crisis or OPEC quotas for oil production. Furthermore, we are closely observing the political situation in Argentina, where economic policy reforms could revitalize the business environment. The German Renewable Energy Act (EEG) is poised for reform in 2016. This regulates the expansion of electricity generation from renewables and passing on costs to energy customers through the EEG surcharge. Currently, existing power plants for self-generated energy are not subject to the EEG surcharge. Consequently, there is currently no additional financial burden for the electricity BASF generates in its existing power plants. The upcoming EEG amendment, how- ever, means that the German federal government needs to review, and possibly revise, this matter in accordance with the E.U. Commission's mandate. It is possible that these plants would need to pay a portion of the EEG surcharge in the future, which would negatively affect the competitive ability of the affected production sites. A proportional EEG surcharge of 20% would translate into additional charges of €75 million per year (before taxes), and the complete EEG surcharge would lead to expenses of around €400 million each year. It is important that negotiations between the federal government and the E.U. Commission find a solution that avoids putting a considerable strain on the affected companies. We view the worldwide support for the expansion of renewable energy and measures to increase energy efficiency as an opportunity for increased demand for our products. For example, we offer diverse solutions for wind turbines in addition to insulation foams for buildings. Our catalysts business benefits from the tightening of automobile emissions regulations. BASF Report 2015 Management's Report 117 Forecast Opportunities and risks report Production and delivery bottlenecks We try to prevent unscheduled plant shutdowns by adhering to high technical standards and continuously improving our plants. We reduce the effects of unscheduled shutdowns through diversification within our global production Verbund. We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets, as well. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we know- ingly enter into this relationship and assess the consequences of potential nondelivery. We continuously monitor the credit risk of important business partners. - Global procedures and systems for IT security Opportunities from active portfolio management and focus on innovative business areas ■ Regular training for employees Cyber Defense Center established BASF relies on a number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated tools, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect process safety and the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records, competition-related informa- tion or research results, can result in legal consequences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. To minimize such risks, BASF has implemented globally applicable processes and systems to ensure IT security, such as stable and redundantly designed IT systems, backup processes, virus and access protection and encryption systems as well as integrated, Group-wide standardized IT infrastructure and applications. The systems used for informa- tion security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk management is conducted using Group-wide regulations for organization and application, as well as an internal control system based on these regulations. BASF also established a Cyber Defense Center in 2015; is a member of the Cyber Security Sharing and Analytics e.V. (CSSA); and is a founding member of the German Cyber Security Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. Litigation and claims Regular reporting on risks from litigation Risk assessment based on probability of occurrence We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analysis and assessment of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, indepen- dent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close coop- eration between the affected operating and functional units together with the Legal and Finance departments. If sufficient probability is identified, a provision is recognized accordingly for each dispute. Should a provision be unnecessary, general risk management continues to assess whether these litigations nevertheless present a risk for the EBIT of the BASF Group. We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clearance research. As part of our Group- wide Compliance Program, our employees receive regular training. Financial opportunities and risks The management of liquidity, currency and interest rate risks is conducted in the Treasury unit. The management of commodity price risks takes place in the Procurement competence center or in the appropriately authorized Group companies. Detailed guidelines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of trading and back office functions. 118 Management's Report Forecast Opportunities and risks report BASF Report 2015 ■ €10 million impact on earnings, it must be immediately reported. For more on sustainability management, see page 31 onward About This Report 14% Other (infrastructure, R&D) 24% Oil & Gas 4% Agricultural Solutions €19.5 billion 5 12% Functional Materials & Solutions 16% Performance Products 2 1 Chemicals 6 123456 Capital expenditures by segment, 2016-2020 For 2016, we plan total investments of around €4.2 billion, particularly for the major projects in the countries listed above. In the Oil & Gas segment, our currently planned investments of around €4.8 billion between 2016 and 2020 will focus mainly on the development of proven gas and oil deposits in Argentina, Norway and Russia. The actual amount of expendi- ture will depend on oil and gas price developments and be reduced as needed. BASF Report 2015 Forecast Outlook 2016 126 Management's Report 1 Excluding additions to property, plant and equipment from acquisitions, capitalized exploration, restoration obligations and IT investments Capacity expansion: compounding plant for UltramidⓇ and UltradurⓇ Construction: mobile emissions catalysts 30% Construction: 2-ethylhexanoic acid 3 -234 We stand by our ambitious dividend policy and offer our share- holders an attractive dividend yield. We continue to aim to increase our dividend each year, or at least maintain it at the previous year's level. Dividend On February 17, 2016, we announced that a general agree- ment had been reached with AkzoNobel on the sale of the Coatings division's industrial coatings business for €475 mil- lion. The transaction would include technologies, patents and trademarks, as well as the transfer of two production sites in 1 England and South Africa. The planned transaction is subject to the required consultation with employee representatives and certain regulatory approvals. Our industrial coatings busi- ness generated sales of approximately €300 million in 2015. We intend to complete the transaction by the end of 2016. Events after the reporting period Information on our financing policies can be found on page 59 From the scheduled repayment of bonds, we expect cash outflows in the equivalent amount of around €900 million in 2016. To refinance mature bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our U.S. dollar commercial paper program at our disposal. Our financing policy is aimed at ensuring our solvency at all times, limiting the risks associated with financing and optimiz- ing our cost of capital. We strive to maintain at least a solid "A" rating, which allows the BASF Group unrestricted access to money and capital markets. Financing €19.5 billion 5 4 2 Capital expenditures by region, 2016-2020 1% 5 Alternative sites currently 9% South America, Africa, Middle East 18% Asia Pacific 3 26% North America 46% Europe 1 being investigated Information on the proposed dividend can be found from page 14 onward Rayong, Thailand Schwarzheide, Germany Construction: aroma chemicals 12,998 Oil & Gas 5,820 Agricultural Solutions slight increase 1,649 at prior-year level 18,523 Functional Materials & Solutions slight increase 1,366 at prior-year level Other 15,648 considerable decrease 2,156 slight decrease 14,670 Chemicals Forecast 2016 2015 Forecast 2016 2015 before special items Sales Income from operations (EBIT) Performance Products Construction: polyisobutene BASF Group slight increase considerable decrease considerable decrease considerable decrease Expansion: butanediol Geismar, Louisiana Kuantan, Malaysia Construction: chemical catalysts Construction: automotive coatings Expansion: dicamba and dimethenamid-P Modification for new superabsorbent technology platform Project Beaumont, Texas Caojing, China Location Antwerp, Belgium Capital expenditures: Selected major projects Projects currently being planned or underway include: The bulk of our spending in 2015 was on major facilities that started operations during the reporting period, such as parts of the TDI production complex in Ludwigshafen, Germany; production plants for acrylic acid and superabsorbents in Camaçari, Brazil; and an MDI plant in Chongqing, China. We have planned capital expenditures totaling €19.5 billion for the period from 2016 to 2020 and will invest more than a quarter of this amount in emerging markets. 2,790 70,449 - Investments of around €4.2 billion planned for 2016 In Other, sales are likely to decline considerably due to supply contracts in Asia that expired at the end of 2015. A considerable rise is expected in income from operations before special items, which should result in part from an improved currency result. The Oil & Gas segment is likely to see expanded produc- tion, but a considerable drop in sales and income from oper- ations before special items compared with 2015. Lower prices for oil and gas, together with the divestiture of our gas trading and storage business, are the major factors behind this fore- cast. Moreover, we will achieve lower sales and earnings from our share in the Yuzhno Russkoye natural gas field: In 2016, the excess amounts produced over the last ten years will be compensated, as contractually agreed with our partner, Gazprom. For 2016, we are anticipating continued slow market growth in the Agricultural Solutions segment and high exchange rate volatility in some of our key growth markets. Despite this difficult economic environment, we aim to increase our sales volumes, especially of innovative herbicides. Through increased sales and continued strict cost management, sales and income from operations before special items should both improve slightly. 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies for changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). slight decrease 6,739 considerable increase (888) considerable decrease 1,366 slight increase 1,090 Investments¹ 3 Commitments to promote the participation of women in leadership positions at BASF SE To Our Shareholders - When making recommendations for appointments to the Board of Executive Directors, considers professional qualifi- cations, international experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women - Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Executive Directors Duties: Dr. Jürgen Hambrecht (Chairman), Michael Diekmann, Robert Oswald, Michael Vassiliadis Members: Corporate Governance Corporate governance report Nomination Committee Personnel Committee BASF Report 2015 Compensation of the Supervisory Board is described in the Compensation Report from page 146 onward. The members of the Supervisory Board of BASF SE, including their membership on the supervisory bodies of other companies, are listed on page 139. For more on the Statutes of BASF SE and the Employee Participation Agreement, see basf.com/en/cg/investor - Prepares the resolutions made by the Supervisory Board with regard to the system and determination of the amount of compensation paid to members of the Board of Executive Directors BASF SE's Supervisory Board has established a total of four Supervisory Board Committees: the Personnel Commit- tee, the Audit Committee, the Nomination Committee and, as of 2015, the Strategy Committee. The Supervisory Board of BASF SE comprises twelve members. Six members are elected by the shareholders at the Annual Shareholders' Meeting. The remaining six members are elected by the BASF Europa Betriebsrat (European Works Council), the European employee representation body of the BASF Group. Together with the SE Council Regulation, the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement) constitute the relevant legal basis for the size and composition of the Supervisory Board. In November 2015, the Employee Participation Agreement was supplemented by several stipula- tions implementing the statutory regulations on the minimum percentage of women and men in the Supervisory Board as of January 1, 2016. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board on management issues. As members of the Supervisory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. Four Supervisory Board committees ■Supervisory Board appoints, monitors and advises Board of Executive Directors Supervision of company management by the Supervisory Board For more on risk management, see the Forecast from page 113 onward The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed on page 138. Compensation of the Board of Executive Directors is described in detail in the Compensation Report from page 140 onward. The Statutes of BASF SE define certain transactions that require the Board of Executive Directors to obtain the Super- visory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable finan- cial instruments. However, this is only necessary if the acquisition or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. elected by the Supervisory Board Chairman 6 employee representatives 6 shareholder representatives elected at the Annual Shareholders' Meeting and Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Execu- tive Directors by the Supervisory Board. 12 members Audit Committee Dame Alison Carnwath DBE (Chairwoman), Ralf-Gerd Bastian, Franz Fehrenbach, Michael Vassiliadis At least one independent member of the Supervisory Board must have expertise in the fields of accounting or auditing as per Section 100(5) of the German Stock Corporation Act. With regard to diversity, the Supervisory Board shall consider a variety of professional and international experience as well as the participation of women. With regard to independence, the Supervisory Board aims to ensure that all Supervisory Board members are independent as defined by the terms of the Code. Individuals who may have a conflict of interest shall not be nominated for election to the Supervisory Board. The same applies to candidates who will have reached the age of 70 by the day of the election. Since October 2015, there has been an additional objective for the composition: Membership on the Supervisory Board should generally not exceed 15 years; this corresponds to three regular statutory periods in office. The members of the Supervisory Board elected at the Annual Shareholders' Meeting already fulfill this new objective with one exception. - In the field of technical and scientific innovations in the chemical sector and associated industries as well as in the sectors using chemical products. - In the management of an internationally operating company - In cross-industry value creation along different value chains - In the application of accounting principles and internal con- trol procedures On October 21, 2010, the Supervisory Board agreed upon objectives for the composition of the Supervisory Board in accordance with Section 5.4.1 of the German Corporate Governance Code; these were supplemented in the Supervi- sory Board meetings of December 20, 2012, and October 22, 2015. According to these objectives, the Supervisory Board shall be composed in such a way that the members as a group possess knowledge, ability and expert experience One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. Seats on the Board of Executive Directors and Supervisory Board should be filled with members who ensure a well-balanced consideration of all the knowledge, skills and personal qualifications necessary to manage and supervise BASF as a large, globally operating, capital mar- ket-oriented company in the chemical industry. Composition criteria: professional and personal qualifications, diversity, and independence Objectives for Supervisory Board composition BASF Report 2015 Corporate governance report 132 Corporate Governance 131 - Handles the further development of the company's strategy and prepares approval resolutions of the Supervisory Board on the company's major acquisitions and divestitures Members: Duties: Members: Strategy Committee - Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting - Identifies suitable candidates for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board Duties: Dr. Jürgen Hambrecht (Chairman), Dame Alison Carnwath DBE, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Anke Schäferkordt Members: - Is authorized to request any information that it deems neces- sary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections - Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, nego- tiates auditing fees and establishes the conditions for the provision of the auditor's nonaudit services - Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk management system, and the internal auditing system as well as compliance issues - Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements and Con- solidated Financial Statements, and discusses the quarterly and first-half financial reports with the Board of Executive Directors prior to their publication Duties: Dr. Jürgen Hambrecht (Chairman), Dame Alison Carnwath DBE, Michael Diekmann, Robert Oswald, Michael Vassiliadis Supervisory Board BASF Report 2015 reports to Supervisory Board Corporate Governance 152 Declaration of Conformity 148 Report of the Supervisory Board 140 Compensation report 139 Supervisory Board 138 Board of Executive Directors 138 BASF Report 2015 Management and Supervisory Boards Compliance 129 Corporate governance report 233 223 Supplementary Information on the Oil & Gas Segment Overviews 153 Consolidated Financial Statements 19 479 Corporate Governance Management's Report 136 Corporate governance report Corporate Governance Corporate governance report Board of Executive advises the Board of Executive Directors appointed by the Supervisory Board Chairman 8 members appointed by the Supervisory Board monitors the Board of Executive Directors appoints the Board of Executive Directors Board of Executive Directors Two-tier management system of BASF SE Corporate governance report 130 Corporate Governance 129 The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. The Board can set up Board Committees to consult and decide on individual issues; these must include at least three members of the Board of Executive Directors. For the prepa- ration of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board that carefully assess the planned measure and evaluate the associated opportuni- ties and risks, and based on this information, report and make recommendations to the Board - independently of the affected business area. Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Proce- dure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the Chairman of the Board of Executive Directors. Board decisions are generally based on detailed information and analyses provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the Chairman of the Board. However, the Chairman of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Executive Directors are authorized to make decisions individually in their assigned areas of responsibility. The Board's actions and decisions are aligned with the com- pany's best interests. It is committed to the goal of sustainably increasing the company's value. Among the Board's responsi- bilities is the preparation of the consolidated and individual financial statements of BASF SE. Furthermore, it must ensure that the company's activities comply with legal requirements and internal corporate directives. This includes the establish- ment of appropriate controls and risk management systems. The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the activity of the Board of Executive Directors and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of com- pany management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as their individual business areas; determines the company's internal organization; and decides on the com- position of management on the levels below the Board. It also manages and monitors BASF Group business through the planning and setting of the corporate budget, the allocation of resources and management capacities, the monitoring and decision-making regarding significant individual measures, and the control of the operational management. Determines corporate goals and strategic orientation Reports to Supervisory Board Board of Executive Directors strictly separated from the Supervisory Board Direction and management by the Board of Executive Directors The fundamental elements of BASF SE's corporate gover- nance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Super- visory Board; the equal representation of shareholders and employees on the Supervisory Board; and the shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting. Corporate governance refers to the entire system for managing and supervising a company. This includes the organization, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate gover- nance guarantees that BASF is managed and monitored in a responsible manner focused on value creation. This fosters the confidence of our domestic and international investors, the financial markets, our customers and other business partners, employees, and the public in BASF. Exercise rights of co-administration and supervision at Annual Shareholders' Meeting Shareholders Appoints, monitors and advises Board of Executive Directors Supervisory Board Manages company and represents BASF SE in business with third parties Directors Management's Report 125 Forecast Outlook 2016 Forecast by segment¹ (in million €) BASF Report 2015 Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management BASF supports the German Corporate Governance Code, which is regarded as an important tool in the capital market- focused continuing development of corporate governance and control, and advocates responsible corporate governance that focuses on sustainably increasing the value of the company. BASF SE follows all recommendations of the German Corporate Governance Code in its most recently revised version of May 2015. This also applies to the new recommen- dations regarding the Supervisory Board, for example, the determination of a maximum membership period on the Supervisory Board. In the same manner, BASF has followed nearly all of the nonobligatory suggestions of the German Corporate Governance Code. We have not implemented the suggestion to enable shareholders to follow the proceedings of the entire Annual Shareholders' Meeting online. The Annual Shareholders' Meeting is publicly accessible via online broad- cast until the end of the speech by the Chairman of the Board of Executive Directors. The subsequent discussion of items on the agenda is not accessible online in order to preserve the character of the Annual Shareholders' Meeting as a meeting attended by our shareholders on-site. The joint Declaration of Conformity 2015 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 152. For more on the Declaration of Conformity 2015, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/governance 134 Corporate Governance Corporate governance report BASF Report 2015 BASF SE follows all recommendations of German Corporate Governance Code Disclosure according to Section 315(4) of the German Commercial Code and the explanatory report of the Board of Executive Directors according to Section 176(1) Sentence 1 of the German Stock Corporation Act The appointment and dismissal of members of the Board of Executive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, Section 16 of the SE Implementation Act and Sections 84, 85 of the German Stock Corporation Act, as well as Article 7 of the BASF SE Statutes. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chairperson, as well as one or more vice-chairpersons. The members of the Board of Executive Directors are appointed for a maximum of five years, and reappointments are permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence at the Annual Shareholders' Meeting. The Supervisory Board decides on appointments and dismissals according to its own best judgment. According to Article 59(1) SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two- thirds majority of the votes cast, provided that the legal provi- sions applicable to German stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, the Section 179(2) of the German Stock Corpo- ration Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve upon amendments to the Statutes that merely con- cern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after a new issue of shares from the authorized capital. - Until May 1, 2019, the Board of Executive Directors of BASF SE is empowered by a resolution passed at the Annual Share- holders' Meeting of May 2, 2014, to increase the subscribed capital with the approval of the Supervisory Board - by a total amount of €500 million through the issue of new shares against cash or contributions in kind (authorized capital). A right to subscribe to the new shares shall be granted to share- holders. This can also be done by a credit institution acquiring the new shares with the obligation to offer these to sharehold- ers (indirect subscription right). The Board of Executive Direc- tors is authorized to exclude the statutory subscription right of shareholders to a maximum amount of a total of 20% of share capital in certain exceptional cases that are defined in Section 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization is not more than 10% of the stock of shares on the date of issue or, in eligible individual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. At the Annual Shareholders' Meeting on April 27, 2012, the Board of Executive Directors was authorized to purchase up to 10% of the shares existing at the time of the resolution (10% of the company's share capital) until April 26, 2017. At the discretion of the Board of Executive Directors, the pur- chase can take place on the stock exchange or by way of a public purchase offer directed to all shareholders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash pay- ment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, par- ticularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the share- holders' subscription right is excluded. The Board of Executive Directors is furthermore authorized to redeem the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the redeemed shares. In assessing independence, the Supervisory Board assumes that neither election as an employee representative, nor membership on the Board of Executive Directors more than two years in the past, taken together or in isolation, pre- cludes the classification as independent. As of December 31, 2015, the subscribed capital of BASF SE was €1,175,652,728.32 divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). Implementation of the German Corporate Governance Code On this basis, the Supervisory Board has determined that all of its current members can be considered independent. We firmly believe that the current composition fulfills the objectives with the aforementioned exception regarding the period of membership. All shareholders entered in the share register are entitled to participate in the Annual Shareholders' Meetings, to have their say concerning any item on the agenda and to request infor- mation about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the compa- ny's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. At BASF SE, this law is being put into practice as follows: According to Section 17(2) of the SE Implementation Act, the supervisory board of a publicly listed European society (SE) that is composed of the same number of shareholder and employee representatives must consist of at least 30% each of women and men. The Supervisory Board of BASF SE currently comprises nine men and three women. Two of the six share- holder representatives elected at the Annual Shareholders' Meeting are women. Should any reappointments be necessary on the Supervisory Board of BASF SE, legal regulations - and the stipulations of the BASF SE Employee Participation Agree- ment based on them - dictate that the percentage of women be increased from the current figure of 25% to at least 30%; that is, four women. The legal minimum quota will therefore be reached after the next regular Supervisory Board election in 2019 at the latest. On April 24, 2015, the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector came into force in Germany. In addition, the Board of Executive Directors decided on target figures for the proportion of women in the two manage- ment levels below the Board of Executive Directors of BASF SE as per the legal requirements in Section 76(4) of the German Stock Corporation Act: Women are to make up 9.4% of the leadership level directly below the Board, and the level below that is to comprise 11.8% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving these goals for the Board of Executive Directors of BASF SE and both management levels below has been set for December 31, 2016. After that, the company will review the numbers and subsequently decide on new target figures for BASF SE. For more on women in executive positions in the BASF Group worldwide, see page 45 BASF Report 2015 Furthermore, pursuant to Section 111(5) of the German Stock Corporation Act, the Supervisory Board determined as a target figure for the Board of Executive Directors of BASF SE that the Board of Executive Directors should have at least one female member. This represents 12.5% of currently eight members of the Board of Executive Directors; the goal had already been reached at the time the target figure was deter- mined. 133 Shareholders' rights - Shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting One share, one vote Shareholders exercise their rights of co-administration and supervision at the Annual Shareholders' Meeting. The Annual Shareholders' Meeting elects half of the members of the Supervisory Board and, in particular, decides on the formal discharge of the Board of Executive Directors and the Super- visory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. Corporate Governance Corporate governance report Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registra- tion in the share register according to the German Stock Corporation Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share regis- ter are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Shareholders' Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. There are neither voting caps to limit the number of votes a share- holder may cast nor special voting rights. BASF has fully implemented the principle of "one share, one vote." Total compensation 2,735 981 2,745 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. BASF Report 2015 Dr. Hans-Ulrich Engel 2,270 (399) 341 (132) (478) less service cost 1,023 1,340 Sanjeev Gandhi 1,340 compensation plus allocated actual annual variable (1,300) (457) Corporate Governance Compensation report 2014 Michael Heinz 6621 6621 6161 (max) (min) (max) (min) (max) (min) 2015 143 2015 2014 2015 2015 2015 (1,300) 2015 2015 2015 2014 Since December 1, 2014 2015 (433) 2,946 less granted annual variable target compensation 2,695 Total 2,010 0 442 1,674 0 368 LTI program 2015 (2015-2023) 649 1,073 649 2,010 0 442 649 1,674 0 368 649 Multiple-year variable compensation 2,000 LTI program 2014 (2014-2022) 272 2,613 2,705 connection with GAS 17 Reconciliation reporting of total compensation pursuant to Section 314(1)(6a) HGB in 5,214 1,204 6621 3,162 2,745 404 1,205 3,173 Total compensation in accordance with GCGC 399 399 399 457 132 132 132 478 Service cost 4,815 805 2,547 (1,300) 54 8122 5141 402 482 4,810 800 2,542 2,767 3,888 1,112 2,583 167 402 5,084 2,816 3,377 2,010 0 442 776 0 171 2,010 0 1,074 442 402 489 (1,300) (108) (1,300) (1,300) 5,231 1,221 2,963 3,212 4,377 1,601 37 3,072 5,486 1,476 3,218 3,859 421 421 421 445 489 489 204 649 649 2,010 1,112 1,112 59 1,074 1,074 1,074 1,428 150 150 168 1,112 5982 5982 5 4122 4122 4122 650 650 650 650 5141 5982 818 800 800 0 442 649 776 0 171 2,010 0 442 649 2,000 0 1,300 1,300 2,000 0 1,300 108 2,000 0 1,300 1,300 800 5141 150 402 (1,300) 20,704 Margret Suckale 18,124 20,704 Total 173,064 193,172 1 Sanjeev Gandhi was not yet a member of the Board of Executive Directors on July 1, 2014. 2 Dr. Andreas Kreimeyer was entitled to proportional participation in the LTI program on the options grant date of July 1, 2015, due to his departure from the Board of Executive Directors on April 30, 2015. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) The "Compensation allocated in accordance with the GCGC" shown for 2014 and 2015 is comprised of the fixed and variable compensation components actually allocated, plus the service cost calculated for each member of the Board of Executive Directors in the reporting years even though this does not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (in thousand €) 18,124 BASF Report 2015 Dr. Martin Brudermüller Vice Chairman of the Board of Executive Directors Dr. Hans-Ulrich Engel 2015 2014 2015 2014 2015 2014 Fixed salary 1,300 1,300 8662 Dr. Kurt Bock Chairman of the Board of Executive Directors 8642 Wayne T. Smith 18,124 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 144 Corporate Governance Compensation report The table below shows the options granted to the Board of Executive Directors on July 1 of both reporting years. Number of options granted 2015 2014 Dr. Kurt Bock 36,248 41,412 Dr. Martin Brudermüller 20,704 24,104 Dr. Hans-Ulrich Engel 18,124 20,704 Sanjeev Gandhi 7,000 Michael Heinz 18,124 20,704 Dr. Andreas Kreimeyer 15,092² 20,704 Dr. Harald Schwager 27,536 6622 6162 Fringe benefits LTI program 2008 (2008-2016) LTI program 2009 (2009-2017) LTI program 2010 (2010-2018) Total LTI program 2011 (2011-2019) 6,244 6,978 2,616 3,400 4,168 Service cost Total compensation in accordance with GCGC 2,0715 605 6,849 529 587 4,665 482 3,145 3,987 4,570 5,147 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special items and the performance factor. This includes contributions made to the deferred compensation program. 2 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 3 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 4 At the end of the regular term of the LTI program 2006, exercise gains which were realized in 2010 or 2011 were allocated to Dr. Kurt Bock and Dr. Hans-Ulrich Engel in 2014 in accordance with the special conditions of the U.S. LTI program. 5 At the end of the regular term of the LTI program 2007, exercise gains which were realized in 2009, 2012 or 2013 were allocated to Dr. Kurt Bock, Dr. Hans-Ulrich Engel and Wayne T. Smith in 2015 in accordance with the special conditions of the U.S. LTI program. 820 7,798 2,6835 LTI program 2007 (2007-2015) 1,8974 215 173 3893 7543 4123 8123 Total 1,515 1,473 1,255 1,618 1,074 1,428 Actual annual variable compensation¹ 2,046 2,680 1,361 1,782 1,023 1,340 Multiple-year variable compensation 2,6835 2,8254 2,0715 1,8974 LTI program 2006 (2006-2014) 2,8254 2,195 0 2,710 (391) (max) (min) (max) 650 6681 6681 6681 650 650 650 650 5832 (min) 2562 2562 71 80 80 80 1,233 924 924 924 721 730 730 2562 730 2015 2015 (1,300) 1,340 1,023 112 1,023 1,340 1,023 (482) (402) (37) (489) (445) 2015 (421) 2,539 171 2,306 2,807 2,265 Wayne T. Smith Margret Suckale 2014 2015 2015 2015 2014 3,417 1,300 1,300 0 478 478 391 326 326 326 3,659 3,221 1,402 5,412 3,061 2,798 478 1,056 (1,300) (1,300) 1,340 1,023 (477) (478) 3,222 2,466 (1,300) (1,300) 1,340 1,023 5,066 477 4,740 730 2,000 1,300 1,300 0 2,000 649 519 0 2,010 649 442 0 2,010 649 649 519 0 2,010 442 0 2,010 3,182 2,743 924 4,934 2,670 2,472 (326) 1,300 Reconciliation reporting of total compensation pursuant to Section 314(1)(6a) HGB in 667 Michael Diekmann, Munich, Germany Vice Chairman of the Supervisory Board of BASF SE Former Chairman of the Board of Management of Allianz SE Member of the Supervisory Board since: May 6, 2003 Supervisory Board memberships (excluding internal memberships): Fresenius Management SE (member) Fresenius SE & CO. KGaA (Vice Chairman) Linde AG (Vice Chairman) Siemens AG (member) Comparable German and non-German controlling bodies: Allianz Australia Ltd. (non-executive Director) Allianz France S.A. (Vice Chairman of the Administrative Council Daimler AG (member) until February 9, 2015) Robert Oswald, Altrip, Germany 1,300 Chairman of the Works Council of the Ludwigshafen site of BASF SE and Chairman of BASF's Joint Works Council Member of the Supervisory Board since: October 1, 2000 Ralf-Gerd Bastian, Neuhofen, Germany Member of the Works Council of the Ludwigshafen site of BASF SE Member of the Supervisory Board since: May 6, 2003 Dame Alison Carnwath DBE, Sidmouth, England Senior Advisor Evercore Partners Member of the Supervisory Board since: May 2, 2014 Comparable German and non-German controlling bodies: Zurich Insurance Group AG (independent member of the Administrative Council) Zürich Versicherungs-Gesellschaft AG (independent member of the Administrative Council) Living Bridge Equity Partners LLP (non-executive Chairman of the Partnership Board) Allianz S.p.A. (member of the Administrative Council until February 6, 2015) Land Securities Group plc (non-executive Chairman of the Board of Directors) Trumpf GmbH & Co. KG (Chairman) Supervisory Board memberships (excluding internal memberships): Michael Heinz Degree: Business Administration (MBA); 51 years old; 32 years at BASF Responsibilities: Dispersions & Pigments; Care Chemicals; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; Region South America; Perspectives First appointed: 2011, Term expires: 2019 Internal memberships as defined in Section 100(2) of the German Stock Corporation Act: BASF Coatings GmbH (member of the Supervisory Board until April 30, 2015) The following member left the Board of Executive Directors on April 30, 2015 Dr. Andreas Kreimeyer Fuchs Petrolub SE (Chairman) Degree: Biology; 60 years old; 29 years at BASF Internal memberships as defined in Section 100(2) of the German Stock Corporation Act: BASF Coatings GmbH (Chairman of the Supervisory Board until April 30, 2015) BASF Report 2015 Supervisory Board Corporate Governance Management and Supervisory Boards - Supervisory Board 139 In accordance with the Statutes, the Supervisory Board of BASF SE comprises twelve members The term of office of the Supervisory Board commenced follow- ing the Annual Shareholders' Meeting on May 2, 2014, in which the shareholder representatives on the Supervisory Board were elected. It terminates upon conclusion of the Annual Share- holders' Meeting which resolves on the discharge of members of the Supervisory Board for the fourth complete financial year after the term of office commenced; this is the Annual Shareholders' Meeting in 2019. The Supervisory Board comprises the following members: Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany Chairman of the Supervisory Board of BASF SE Former Chairman of the Board of Executive Directors of BASF SE (until May 2011) Member of the Supervisory Board since: May 2, 2014 First appointed: 2003, Term expires: 2015 First appointed: 2014, Term expires: 2018 PACCAR Inc. (independent member of the Board of Directors) Wolfgang Daniel, Heidelberg, Germany Member of the Supervisory Board since: August 1, 2004 Supervisory Board memberships (excluding internal memberships): K+S Aktiengesellschaft (Vice Chairman) Steag GmbH (Vice Chairman) Evonik Industries AG (Vice Chairman) RAG AG (Vice Chairman) RAG DSK AG (Vice Chairman) since May 2015) 140 Corporate Governance Compensation report Compensation report BASF Report 2015 Chairman of the Mining, Chemical and Energy Industries Union This report outlines the main principles of the compensa- tion for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to Board members, as well as information on the compensation of Supervisory Board members. This report meets the disclosure requirements of the German Commercial Code, supplemented by the additional requirements based on the German Act on Disclosure of Management Board Remuneration (Vorstandsvergütungs- Offenlegungsgesetz) as well as the German Act on the Appro- priateness of Management Board Remuneration (Gesetz zur Angemessenheit der Vorstandsvergütung), and is aligned with the recommendations of the German Corporate Governance Code (GCGC) in its version of May 5, 2015. Based on a proposal by the Personnel Committee, the Supervisory Board determines the amount and structure of compensation of members of the Board of Executive Directors. The amount and structure of compensation is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors. Internal and external appropriateness of the Board's compen- sation is reviewed by external auditors on a regular basis. Globally operating companies based in Europe serve as an external reference. For internal comparison, compensation is considered in total as well as over time, especially for senior executives. For more on the Supervisory Board and its committees, see page 139 and from page 149 onward Principles The compensation of the Board of Executive Directors is designed to promote sustainable corporate development. It is marked by a pronounced variability in relation to the perfor- mance of the Board of Executive Directors and BASF Group's return on assets. The compensation of the Board of Executive Directors comprises: 1. Fixed salary 2. Annual variable compensation 3. Share-price-based, long-term incentive (LTI) program 4. Nonmonetary compensation and other additional compensation Compensation of the Board of Executive Directors Coller Capital Ltd. (non-executive member of the Board of Directors Michael Vassiliadis, Hannover, Germany Full-time trade union delegate Vice Chairman of the Works Council of the Ludwigshafen site of BASF SE Member of the Supervisory Board since: September 9, 1996 Prof. Dr. François Diederich, Zurich, Switzerland Professor at the Swiss Federal Institute of Technology, Zurich, Switzerland Member of the Supervisory Board since: May 19, 1998 Franz Fehrenbach, Stuttgart, Germany Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Supervisory Board memberships (excluding internal memberships): Robert Bosch GmbH (Chairman) Stihl AG (Vice Chairman) Linde AG (member) Comparable German and non-German controlling bodies: Robert Bosch Corporation (member of the Board of Directors) Stihl Holding AG & Co. KG (member of the Advisory Board) Francesco Grioli, Ronnenberg, Germany Regional manager of the Rhineland-Palatinate/Saarland branch of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: May 2, 2014 Member of the Supervisory Board since: January 14, 2008 Supervisory Board memberships (excluding internal memberships): Gerresheimer AG (Vice Chairman) Comparable German and non-German controlling bodies: V & B Fliesen GmbH (member) Steag New Energies GmbH (Vice Chairman) Anke Schäferkordt, Cologne, Germany Member of the Executive Board of Bertelsmann SE & Co. KGaA Co-CEO of RTL Group S.A. Chief Executive Officer of RTL Television GmbH Member of the Supervisory Board since: December 17, 2010 Supervisory Board memberships (excluding internal memberships): Software AG (member until May 13, 2015) Comparable German and non-German controlling bodies: Groupe M6 (member of the Supervisory Board since April 28, 2015) Denise Schellemans, Brecht, Belgium Villeroy & Boch AG (member) South & East Asia, ASEAN & Australia/New Zealand Responsibilities: Greater China & Functions Asia Pacific; Degrees: Chemical Engineering, Master of Business Administration (MBA); 49 years old; 22 years at BASF - Compliance standards integrated into corporate values Regular compliance training for employees Based on international standards, BASF's Compliance Pro- gram combines important laws and company-internal policies themselves exceeding legal requirements with external voluntary commitments to create a framework regulating how all BASF employees interact with business partners, officials, colleagues and society. At the core of our Compliance Program is the global, standardized Code of Conduct received by every employee. All employees and managers are obligated to adhere to its guidelines, which describe proper conduct not only in terms of corruption and antitrust legislation, but also topics like human rights, labor and social standards, conflicts of interest, trade control, and protection of data privacy. Abiding by compliance standards is the foundation of responsible leadership. This has been expressly embedded in our values, where we state: "We strictly adhere to our compli- ance standards." We are convinced that compliance with these standards will not only prevent the disadvantages associated with violations, such as penalties and fines; we also view compliance as the right path toward securing our company's long-term success. Our efforts are principally aimed at preventing violations from the outset. To this end, all employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for exam- ple, antitrust legislation or trade control regulations. Training takes place in different formats, including face-to-face training, e-learning or workshops. In addition, we introduced a new e-learning program on trade control in 2015, focusing on export controls and embargos. In total, more than 64,000 employees worldwide took part in around 70,000 hours of compliance training in 2015. For more on the BASF Code of Conduct, see basf.com/code_of_conduct BASF's Code of Conduct Protection of Company Property and Property of Business Partners ■ Protection of Data Privacy Antitrust Legislation Human Rights, Labor and Social Standards BASF's Code of Conduct stipulates how these topics are handled Protection of Environment, Health and Safety Imports and Exports Corruption Conflicts of Interest Information Protection and Insider Trading Laws Money Laundering BASF Report 2015 Corporate Governance Compliance Gifts and Entertainment 137 Compliance Program and Code of Conduct 92 audits Conducted internally on compliance BASF Report 2015 Corporate Governance Corporate governance report Bonds issued by BASF SE grant the bearer the right to request early repayment of the bonds at nominal value if one person - or several persons acting in concert - hold or acquire a BASF SE share volume after the time of issuance which corre- sponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days after the change-of-control event. In the event of a change of control, members of the Board of Executive Directors shall, under certain additional condi- tions, receive compensation (details of which are listed in the Compensation Report on page 146). A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. In addition, employees of BASF SE and its subsidiaries who are classed as senior executives will receive a severance payment if their contract of employment is terminated by BASF within 18 months of the occurrence of a change of control, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change- of-control event. The remaining specifications stipulated in Section 315(4) of the German Commercial Code refer to situations that are not applicable to BASF SE. For more on bonds issued by BASF SE, see basf.com/en/investor/bonds Directors' and Officers' liability insurance BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (D&O insurance). This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by Section 93(2)(3) of the German Stock Corporation Act and for the level of deductibles for the Super- visory Board as recommended in Section 3.8(3) of the German Corporate Governance Code. Share ownership by Members of the Board of Executive Directors and the Supervisory Board No member of the Board of Executive Directors or the Super- visory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share dealings of the Board of Executive Directors and Supervisory Board (Directors' Dealings under Section 15a of German Securities Trading Act) With our Group-wide Compliance Program, we aim to ensure adherence to legal regulations and the company's internal guidelines. We have integrated compliance into our "We create chemistry" strategy. Our employee Code of Conduct firmly embeds these mandatory standards into everyday business. Members of the Board of Execu- tive Directors are also expressly obligated to follow these principles. In accordance with Section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz), all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to dis- close the purchase or sale of BASF shares and other related rights to the Federal Financial Supervisory Authority (Bundes- anstalt für Finanzdienstleistungsaufsicht) and to the company if transactions within the calendar year exceed the threshold of €5,000. Information on the auditor The Annual Shareholders' Meeting of April 30, 2015, elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Management's Report for the 2015 business year. KPMG is also auditor of the Financial Statements of BASF SE, and KPMG member firms audit the majority of companies included in the Consolidated Financial Statements. KPMG has been auditor of BASF SE since the 2006 Financial Statements. Hans-Dieter Krauß has been the responsible auditor since auditing the 2010 Financial Statements. 135 136 Corporate Governance Compliance Compliance BASF Report 2015 Code of Conduct Forms core of our Compliance Program More than 64,000 Employees participated in compliance training In 2015, a total of four purchases by members of the Board of Executive Directors and the Supervisory Board and members of their families subject to disclosure were reported as Directors' Dealings, involving between 338 and 10,500 BASF shares. The price per share was between $75.99 and €85.92. The volume of the individual trades was between €28,184.13 and $797,895.00. The disclosed share transac- tions are published on the website of BASF SE. For more on securities transactions reported in 2015, see basf.com/en/governance/sharedealings Compliance culture at BASF We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guide- lines within the company. This culture takes years to develop, and requires the consistent, reliable application of compliance standards. Because our Code of Conduct was introduced early on, these standards are already established and undis- puted. In the Global Employee Survey conducted in 2015, the vast majority of our employees confirmed that their work envi- ronment places high value on proper conduct in alignment with internal company guidelines and standards. We consistently investigate any cases in which the answer to the corresponding question showed unit-specific anomalies. Monitoring adherence to our Compliance principles Responsibilities: Finance; Oil & Gas; Procurement; Information Services & Supply Chain Operations; Corporate Controlling; Corporate Audit First appointed: 2008, Term expires: 2021 Internal memberships as defined in Section 100(2) of the German Stock Corporation Act: Wintershall Holding GmbH (Chairman of the Supervisory Board since May 1, 2015) Wintershall AG (Chairman of the Supervisory Board since May 1, 2015) Comparable German and non-German controlling bodies: Nord Stream AG (member of the Shareholders' Committee since May 1, 2015) Dr. Harald Schwager Degree: Chemistry; 55 years old; 28 years at BASF Responsibilities: Construction Chemicals; Crop Protection; Bioscience Research; Region Europe First appointed: 2008, Term expires: 2021 Internal memberships as defined in Section 100(2) of the German Stock Corporation Act: Degree: Law; 56 years old; 28 years at BASF Wintershall Holding GmbH (Chairman of the Supervisory Board Wintershall AG (Chairman of the Supervisory Board until April 30, 2015) Comparable German and non-German controlling bodies: Nord Stream AG (member of the Shareholders' Committee until April 30, 2015) Wayne T. Smith Degrees: Chemical Engineering, Business Administration (MBA); 55 years old; 12 years at BASF Responsibilities: Catalysts; Coatings; Performance Materials; Market & Business Development North America; Regional Functions North America First appointed: 2012, Term expires: 2020 Margret Suckale Degrees: Law, Business Administration (MBA); 59 years old; 7 years at BASF Responsibilities: Engineering & Maintenance; Environment, Health & Safety; European Site & Verbund Management; Human Resources First appointed: 2011, Term expires: 2017 Comparable German and non-German controlling bodies: BASF Antwerpen N.V. (Chairwoman of the Administrative Council) Sanjeev Gandhi until April 30, 2015) Dr. Hans-Ulrich Engel First appointed: 2006, Term expires: 2021 Responsibilities: Petrochemicals; Monomers; Intermediates; Process Research and Chemical Engineering; Corporate Technology & Operational Excellence; BASF New Business Central role of Chief Compliance Officer and compliance officers 50 external hotlines worldwide Numerous internal compliance audits BASF's Chief Compliance Officer (CCO) manages the imple- mentation of our Compliance Management System, supported by 94 compliance officers worldwide. The CCO regularly reports to the Board of Executive Directors on progress in the program's implementation as well as on any significant findings. Furthermore, the CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major developments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. We particularly encourage our employees to actively and promptly seek guidance if in doubt. For this, they can consult not only their managers but also dedicated specialist depart- ments and company compliance officers. We have also set up 50 external hotlines worldwide which our employees can turn to anonymously. We make sure that all concerns are processed and answered within a short amount of time. - In 2015, 357 calls and emails were received by our external hotlines (2014: 276). Concerns involved questions ranging from personnel management and handling of company property, to information on the behavior of business partners or human rights issues such as labor and social standards. Increasing awareness was observed when it came to potential conflicts of interest. We launched case-specific investigations, in accordance with applicable law and internal regulations, into all cases of suspected misconduct that we became aware of. Confirmed violations were penalized, up to and including dismissal. This involved making sure that the necessary action was taken in accordance with standardized company criteria. In the case of suspected corruption we reported to the relevant authorities in 2014, the penal proceedings against a former employee and the employee of a customer company did not confirm the corruption allegations. BASF's Corporate Audit department monitors adherence to compliance principles, covering all areas in which compli- ance violations could occur. They check that employees uphold regulations and make sure that the established processes, procedures and monitoring tools are appropriate and sufficient to minimize potential risk or preclude violations in the first place. In 2015, 92 Group-wide audits of this kind were performed (2014: 104), predominantly in the areas of antitrust law, imports and exports, and gifts and entertainment. If compliance audits reveal a need to optimize procedures or hone control measures, we implement them immediately. We introduced a new global guideline on April 1, 2015, on "Due Diligence with Business Partners." Based on this guide- line, all of our business partners in sales and marketing are monitored for potential compliance risks. This is done by means of a checklist, a questionnaire distributed to the business partner, and an internet-based analysis; afterward, we document the results. We furthermore expect all suppliers to know of and act in accordance with our global Code of Conduct. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, we established an interdisciplin- ary, BASF-internal work group on this topic in 2015 in order to pool responsibilities in this area. Also outside of our company, we support the respect of human rights and the fight against corruption: We are, for example; a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corrup- tion Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. As a member of the U.N. Global Compact LEAD, we report in accordance with the Blueprint for Corporate Sustainability Leadership. For more on human rights and labor and social standards, see basf.com/human_rights m For more on suppliers, see page 94 onward 138 Corporate Governance Management and Supervisory Boards - Board of Executive Directors Management and Supervisory Boards Board of Executive Directors BASF Report 2015 There were eight members on the Board of Executive Directors of BASF SE as of December 31, 2015 Dr. Kurt Bock Chairman of the Board of Executive Directors Degree: Business Administration; 57 years old; 25 years at BASF Responsibilities: Legal, Taxes, Insurance & Intellectual Property; Strategic Planning & Controlling; Communications & Government Relations; Global Executive Human Resources; Investor Relations; Compliance First appointed: 2003, Term expires: 2021 Dr. Martin Brudermüller Vice Chairman of the Board of Executive Directors Degree: Chemistry; 54 years old; 28 years at BASF 5. Company pension benefits The compensation components are shown in detail below: Vice Chairman of the Supervisory Board of BASF SE 2. The actual annual variable compensation (variable bonus) is based on the performance of the entire Board of Executive Directors and the return on assets. The return on assets is also used to determine the variable compensation of all other employee groups. 529 529 529 Total compensation in accordance with GCGC 6,192 5,604 2,120 10,140 4,798 4,101 1,784 587 7,117 less granted annual variable target compensation (2,600) (2,600) (1,729) (1,729) plus allocated actual annual variable compensation 2,680 2,046 1,782 1,361 connection with GAS 17 less service cost 605 605 864 588 0 2,673 LTI program 2014 (2014-2022) 1,299 864 LTI program 2015 (2015-2023) 884 0 4,020 605 588 Total 5,372 4,999 1,515 9,535 4,211 3,572 1,255 6,588 Service cost 820 2,673 4,020 (820) (587) 650 650 Fringe benefits 96 55 55 55 106 155 155 155 650 Total 272 272 272 756 805 805 805 Annual variable target compensation 1,300 433 0 746 (605) 650 217 (529) Total compensation 5,452 4,445 4,264 3,204 Dr. Andreas Kreimeyer Dr. Harald Schwager 1. The fixed salary is a set amount of yearly compensation paid out in even installments. It is regularly reviewed by the Supervisory Board and adjusted, if necessary. 2014 2015 217 2015 2014 2015 2015 2015 (min) (max) (min) (max) Fixed salary 650 217 2015 0 Until April 30, 2015 1,299 884 The fixed salary and annual variable target compensation were last adjusted on January 1, 2014. 142 Corporate Governance Compensation report BASF Report 2015 Compensation granted in accordance with the German Corporate Governance Code (GCGC) (in thousand €) Dr. Martin Brudermüller Dr. Kurt Bock Chairman of the Board of Executive Directors Vice Chairman of the Board of Executive Directors 2014 2015 2015 2015 2014 2015 2015 The table "Compensation granted in accordance with GCGC" shows: fixed salary, fringe benefits, annual variable target compensation, LTI program measured at fair value at the grant date, and service cost. The individual compensation compo- nents are supplemented by individually attainable minimum and maximum compensation. 2015 Compensation granted in accordance with the German Corporate Governance Code (GCGC) Amount of total compensation In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the entire Board of Executive Directors that primarily contains medium and long-term goals. The Supervisory Board assesses the goal achievement of the current year and the previous two years. A performance factor with a value between 0 and 1.5 is determined on the basis of the goal achievement ascertained by the Supervisory Board. The variable bonus for the prior fiscal year is payable after the Annual Shareholders' Meeting. Board members, like other employee groups, may con- tribute a portion of their annual variable bonus into a deferred compensation program. For members of the Board of Execu- tive Directors, as well as for all other senior executives of the BASF Group in Germany, the maximum amount that can be contributed to this program is €30,000. Board members have taken advantage of this offer to varying degrees. 3. A share-price-based, long-term incentive (LTI) pro- gram exists for members of the Board of Executive Directors. It is also offered to all other senior executives of BASF Group. Members of the Board of Executive Directors are subject to a stricter set of rules than are contained in the general program conditions: They are required to participate in the program with at least 10% of their variable bonus. This mandatory investment consisting of BASF shares is subject to a holding period of four years. For any additional voluntary investment of up to 20% of the variable bonus, the general holding period of two years applies. Members of the Board of Executive Directors may only exercise their options at least four years after they have been granted (vesting period). This compensa- tion component is limited, too, by the structure of the LTI pro- Igram as well as by the upper limit on the options' exercise value. Because the exercise period spans multiple years, it can occur that gains allocated from several LTI program years all accumulate into one year; there can also be years in which no gains are allocated. For more on share ownership by members of the Board of Executive Directors, see page 135 For more on the LTI program, see page 47 and from page 218 onward BASF Report 2015 Corporate Governance Compensation report 141 4. Included in nonmonetary compensation and other additional compensation (fringe benefits) are the following: delegation allowances, accident insurance premiums and other similar benefits, and benefits from means of transport and security measures provided by the company. The mem- bers of the Board did not receive loans or advances from the company in 2015. The members of the Board are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company, which includes a deductible. For more on the D&O insurance of the Board of Executive Directors, see page 135 5. As part of the pension benefits granted to the Board of Executive Directors (Board Performance Pension), company pension benefits are intended to accrue annual pension units. The method used to determine the amount of the pension benefits generally corresponds to that used for the other senior executives of the BASF Group in Germany. The method is designed such that both the performance of the company and the progression of the individual Board member's career significantly affect the pension entitlement. The annual pension benefits accruing to Board members in a given reporting year (pension unit) are composed of a fixed and a variable component. The fixed component is calculated by multiplying the annual fixed salary above the Social Security Contribution Ceiling by 32% (contribution factor). The variable component of the pension unit is the result of multiplying the fixed component with a factor that is dependent on the return on assets in the reporting year and the performance factor, which is decisive for the variable bonus. The amount resulting from the fixed and the variable component is converted into a pension unit (lifelong pension) using actuarial factors based on an actuarial interest rate (5%), the probability of death, invalid- ity and bereavement according to Heubeck Richttafeln, 2005G (modified), and an assumed pension increase (at least 1% per annum). The sum of the pension units accumulated over the report- ing years determines the respective Board member's pension benefit in the event of a claim. This is the amount that is pay- able upon retirement. Pension benefits take effect at the end of service after completion of the member's 60th year of age, or on account of disability or death. Pension payments are reviewed on a regular basis and adjusted by at least 1% each year. The pension units also include survivor benefits. Upon the death of an active or former member of the Board, the surviv- ing spouse receives a survivor pension amounting to 60% of the Board member's pension entitlement. The orphan pension amounts to 10% for each half-orphan, 33% for an orphan, 25% each for two orphans and 20% each for three or more orphans of the pension entitlement of the deceased (former) Board member. Total survivor benefits may not exceed 75% of the Board member's pension entitlement. If the survivor pensions exceed the upper limit, they will be proportionately reduced. Board members are members of the BASF Pensionskasse WAG, as are generally all employees of BASF SE. Contribu- tions and benefits are determined by the Statutes of the BASF Pensionskasse WaG and the General Conditions of Insurance. The tables on pages 142 to 145 show the granted and allocated compensation as well as service cost of each mem- ber of the Board of Executive Directors in accordance with Section 4.2.5(3) of the German Corporate Governance Code (GCGC) in its version of May 5, 2015. (min) Furthermore, a reconciliation statement for total compen- sation to be reported is provided below the table "Compensa- tion granted in accordance with GCGC" due to the disclosures required by Section 314(1)(6a) of the German Commercial Code (HGB) in connection with the German Accounting Standard Number 17 (GAS 17). 1,515 1,473 1,515 1,515 1,618 1,255 1,255 1,255 Total Annual variable target compensation Multiple-year variable compensation 2,660 0 1,729 1,729 4,000 (max) 2,600 0 3892 3892 (min) (max) Fixed salary 1,300 1,300 1,300 1,300 8641 8661 2,600 866¹ 8661 Fringe benefits 173 215 215 215 754² 3892 1,023 1,340 Total compensation in accordance with GCGC 1,340 1,023 1,340 1515 1515 1,828 399 2,227 721 1,023 730 650 1,233 Dr. Harald Schwager Wayne T. Smith Margret Suckale 2015 2014 2015 2014 2015 2014 650 650 6682 650 650 155 106 2563 5833 80 71 805 756 924 16.7 2,096 For more on the LTI program, see page 47 and from page 218 onward 457 BASF Report 2015 Dr. Andreas Kreimeyer €1,023 thousand (2014: expense of €446 thousand); Dr. Harald Schwager €642 thousand (2014: gain of €388 thousand); Wayne T. Smith €616 thousand (2014: gain of €165 thousand); and Margret Suckale €419 thousand (2014: gain of €145 thousand). Service cost Pension benefits The values for service cost incurred in 2015 contain service cost for BASF Pensionskasse WaG and Board Performance Pension. Service cost for the members of the Board of Execu- tive Directors is shown individually in the tables "Compensation granted in accordance with GCGC" and "Compensation allocated in accordance with GCGC." The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The defined benefit obligations up to and including 2015 were as follows: Dr. Kurt Bock €15,684 thousand (2014: €18,571 thousand); Dr. Martin Brudermüller €13,148 thou- sand (2014: €13,259 thousand); Dr. Hans-Ulrich Engel €9,068 thousand (2014: €10,165 thousand); Sanjeev Gandhi €1,588 thousand (2014: €1,193 thousand); Michael Heinz €8,226 thousand (2014: €8,295 thousand); Dr. Andreas Kreimeyer €13,502 thousand (2014: €14,582 thousand); Dr. Harald Schwager €9,157 thousand (2014: €9,680 thou- sand); Wayne T. Smith €2,355 thousand (2014: €1,933 thou- sand); and Margret Suckale €3,518 thousand (2014: €3,290 thousand). End-of-service benefits In the event that a member of the Board of Executive Directors retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension benefits if they Ihave served on the Board for at least ten years or if the time needed to reach legal retirement age is less than ten years. The company is entitled to offset compensation received for any other work done against pension benefits until the legal retirement age is reached. The following applies to end of service due to a change- of-control event: A change-of-control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. If a Board member's appointment is revoked within one year following a change-of-control event, the Board member will receive the contractually agreed payments for the remaining contractual term of office as a one-off payment (fixed salary and annual variable target compensation). The Board member may also receive the fair value of the option rights acquired in connection with the LTI program within a period of three months or may continue to hold the existing rights under the terms of the program. For the determination of the accrued pension benefits from the Board Performance Pension, the time up to the regular expiry of office is taken into consideration. There is a general limit on severance pay (severance payment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without serious cause, may not exceed the value of two years' compensation, including fringe benefits, nor compensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total com- pensation for the past business year and, if appropriate, also the expected total compensation for the current business year. If the appointment to the Board of Executive Directors is pre- maturely terminated as the result of a change-of-control event, the payments may not exceed 150% of the severance com- pensation cap. Former members of the Board of Executive Directors Total compensation for previous Board members and their surviving dependents amounted to €10.4 million in 2015 (2014: €6.5 million). This figure also contains payments that previous Board members have themselves financed through the deferred compensation program and the expense or gain for 2015 relating to options that previous members of the Board still hold from the time of their active service period. The continuation of the options that have not yet been exercised at the time of retirement, along with the continuation of the associated holding period for individual investment in BASF shares under the conditions of the program, is intended in order to particularly emphasize how sustainability is incorporated into the compensation for the Board members. Pension provisions for previous Board members and their surviving dependents amounted to €126.5 million (2014: €143.5 million). Compensation of Supervisory Board members The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recommendations of the German Corporate Governance Code (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. Each member of the Supervisory Board receives an annual fixed compensation of €60,000 and a performance-related variable compensation for each full €0.01 by which the earnings per share of the BASF Group, as declared in the BASF Group Consolidated Financial Statements for the year for which the remuneration is paid, exceeds the minimum earnings per share. For the 2015 business year, minimum earnings per share amounted to €1.70 (2014: €1.65). The performance-related variable remuneration is €800 for each €0.01 of earnings per share up to an earnings per share of €2.45, €600 for each further €0.01 of earnings per share up to an earnings per share of €2.95, and €400 for each €0.01 beyond this. The minimum earnings per share and the corresponding thresholds shall increase by €0.05 for each subsequent business year. The performance-related variable compensation is limited to a maximum amount of €120,000. BASF Report 2015 Compensation report 146 Corporate Governance 145 The expenses for 2015 relating to all options issued were as follows: Dr. Kurt Bock €1,058 thousand (2014: gain of €97 thousand); Dr. Martin Brudermüller €788 thousand (2014: gain of €333 thousand); Dr. Hans-Ulrich Engel €660 thousand (2014: gain of €90 thousand); Sanjeev Gandhi €17 thousand; Michael Heinz €517 thousand (2014: gain of €146 thousand); 478 2,553 2,576 2,573 477 3,050 1,753 326 2,061 391 2,079 2,098 2,452 2 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 3 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 4 At the end of the regular term of the LTI program 2006, exercise gains which were realized in 2010 or 2011 were allocated to Dr. Kurt Bock and Dr. Hans-Ulrich Engel in 2014 in accordance with the special conditions of the U.S. LTI program. 5 At the end of the regular term of the LTI program 2007, exercise gains which were realized in 2009, 2012 or 2013 were allocated to Dr. Kurt Bock, Dr. Hans-Ulrich Engel and Wayne T. Smith in 2015 in accordance with the special conditions of the U.S. LTI program. Accounting valuation of multiple-year variable compensation (LTI programs) While the options granted had resulted in a gain for BASF in 2014-except in the case of Dr. Andreas Kreimeyer - they led to an expense in 2015. This expense refers to the total of all options from the LTI programs 2007 to 2015 and is calculated as the difference in the value of the options on December 31, 2015, compared with the value on December 31, 2014, con- sidering the options exercised and granted in 2015. The value of the options is based primarily on the development of the BASF share price and its relative performance compared with the benchmark index specified for the LTI programs 2007 to 2015. Because the value of options on December 31, 2015, was greater than that of December 31, 2014, an expense rather than a gain arose for 2015. The expenses reported below are purely accounting figures which do not equate with the allocated actual gains should options be exercised. Each member of the Board may decide individually on the timing and scope of the exercise of options of the LTI programs, while taking into account the terms and conditions of the program. 1 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special items and the performance factor. This includes contributions made to the deferred compensation program. LTI program 2011 (2011-2019) 1,023 LTI program 2009 (2009-2017) Total Fringe benefits Fixed salary Dr. Andreas Kreimeyer Michael Heinz Sanjeev Gandhi Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (in thousand €) Corporate Governance Compensation report BASF Report 2015 5983 5 150 168 55 96 1,112 59 Actual annual variable compensation¹ 800 Multiple-year variable compensation LTI program 2009 (2009–2017) Corporate Governance Compensation report 650 217 650 650 54 5142 2014 2015 2014 2015 2014 2015 Until April 30, 2015 Since December 1, 2014 LTI program 2011 (2011-2019) LTI program 2010 (2010-2018) LTI program 2006 (2006-2014) LTI program 2007 (2007-2015) LTI program 2008 (2008-2016) LTI program 2010 (2010-2018) 818 746 2,523 478 Total compensation in accordance with GCGC 2,624 208 2,244 2,603 1,431 3,001 Fixed salary Fringe benefits Total Actual annual variable compensation¹ Multiple-year variable compensation LTI program 2006 (2006-2014) LTI program 2007 (2007-2015) LTI program 2008 (2008-2016) Total 132 272 445 37 112 1,023 1,340 341 1,340 686 437 686 437 Total 2,135 171 1,823 2,158 1,299 Service cost 489 421 147 31.3 The chairman of the Supervisory Board receives two-and- a-half times and a vice chairman one-and-a-half times the compensation of an ordinary member. Members of the Super- visory Board who are members of a committee, except for the Nomination Committee, receive a further fixed compensation for this purpose in the amount of €12,500. For the Audit Committee, the further fixed compensation is €50,000. The chairman of a committee shall receive twice and a vice chair- man one-and-a-half times the further fixed compensation. The Supervisory Board places great value on ensuring good corporate governance: In 2015, it was therefore once again intensely occupied with the corporate governance standards practiced in the company, the implementation of the German Corporate Governance Code's recommendations and suggestions, and the implementation of the new law on the participation of women on the Supervisory Board and the Board of Executive Directors. At our meeting of October 22, 2015, we discussed the current recommendations and pro- posals made for the German Corporate Governance Code and their implementation at BASF. Corporate governance and Declaration of Conformity Newly established in 2015, the Strategy Committee held one meeting during the reporting period, attended by all members. The discussion centered on possible significant in- dividual measures for the internal implementation of BASF's "We create chemistry" strategy and strategic options for the further development of the BASF Group. Following this, the Strategy Committee was informed of progress in the prepara- tion of potential individual measures that may require Super- visory Board approval should they be carried out. The Nomination Committee is responsible for preparing candidate proposals for the election of those Supervisory Board members who are elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objec- tives for the composition of the Supervisory Board adopted by the Supervisory Board. No appointments to the Supervisory Board, or reappointments of former Supervisory Board mem- bers, took place in 2015. The Nomination Committee never- theless met once in 2015 in order to focus especially on risk provision for succession planning for the Supervisory Board, and determine a control limit for the term of membership on the Supervisory Board as recommended by the revised Ger- man Corporate Governance Code. All committee members attended the meeting. The Audit Committee once again conducted a self- evaluation of its activities in 2015. No new steps were found to be necessary in terms of the duties of the committee or the content, frequency and procedure of meetings. At the meeting on February 23, 2016, the auditor reported in detail on its audits of BASF SE's consolidated and separate financial statements for the 2015 business year and discussed the audit's results with the Audit Committee. Other important activities included advising the Board of Executive Directors on accounting issues and the internal control system. The internal auditing system and compliance in the BASF Group were each a focus at one meeting of the Audit Committee. In these meetings, the head of the Corpo- rate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. One of the Committee's core tasks in 2015 was preparing a proposal for the Annual Shareholders' Meeting on April 29, 2016, on the election of the auditor for the 2016 business year. From August to December 2015, the Audit Committee selected the auditor to be recommended at the Annual Share- holders' Meeting by means of a tendering process conducted in line with the regulations set forth by the new E.U. regulatory framework on statutory audit, effective as of 2016. After assessment and extensive discussion of the tenders submit- ted through the tendering process by a total of five auditing firms, the Audit Committee decided to recommend to the Supervisory Board that the previous auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, once again be nominated for election at the Annual Shareholders' Meeting. KPMG has been auditor of BASF SE's separate and consolidated financial statements since the 2006 business year. BASF Report 2015 Report of the Supervisory Board Corporate Governance 150 At its meeting of December 17, 2015, the Supervisory Board approved the joint Declaration of Conformity by the Supervisory Board and the Board of Executive Directors in accordance with Section 161 of the German Stock Corpora- tion Act, and carried out assessments of efficiency and inde- pendence. BASF complies with the recommendations of the German Corporate Governance Code in its version of May 5, 2015, without exception. This also applies to the Code's recommendations made in 2015, such as the determination of a control limit for the term of membership on the Supervisory Board, which was fixed by the Supervisory Board at three regular statutory periods in office, or around 15 years. At the meeting on July 21, 2015, KPMG the auditor elected at the Annual Shareholders' Meeting was charged with the audit for the 2015 reporting year and auditing fees were agreed upon. The focus areas for the annual audit were discussed and defined together with the auditor. The Audit Committee categorically excluded any service relationships between auditor and BASF Group companies outside of the audit of the annual financial statements, including beyond prevailing legal limitations. These services may only be performed upon approval by the Audit Committee. For certain nonaudit services beyond the scope of the audit of the finan- cial reports, the Audit Committee either granted approval for individual cases or authorized the Board of Executive Directors to engage KPMG for such services. The authorization of each service applies for one reporting year and is limited in amount. The Audit Committee is responsible for all the tasks listed in Section 107(3)(2) of the German Stock Corporation Act and in Subsection 5.3.2 of the German Corporate Governance Code in its version of June 24, 2014. The Audit Committee met five times during the reporting period. All committee mem- bers attended all meetings. Its core duties were to review BASF SE's Financial Statements and Consolidated Financial Statements, as well as to discuss the quarterly and first-half financial reports with the Board of Executive Directors prior to their publication. The Personnel Committee met three times during the reporting period. With the exception of one meeting at which one member was absent, all committee members participated in the meetings. At its meeting on February 25, 2015, the Personnel Committee advised on the targets for the Board of Executive Directors for the 2015 business year. Topics at the meeting on July 22, 2015, included succession planning for the Board of Executive Directors, including the extension of their terms for Dr. Kurt Bock, Dr. Martin Brudermüller, Dr. Hans-Ulrich Engel and Dr. Harald Schwager, and the deter- mination of target figures for the proportion of women on the Board of Executive Directors of BASF SE. At the meeting on December 17, 2015, the Personnel Committee particularly focused on the Board of Executive Directors' performance evaluation and matters concerning their compensation. For more on the composition of the committees and the tasks assigned them by the Supervisory Board, see the Corporate Governance Report on page 131 The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Executive Directors and the granting of loans in accordance with Section 89(4) of the German Stock Corporation Act (Per- sonnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee, newly established in 2015. Following each Committee meeting, the chairpersons of the Committees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. Committees At its meetings on October 22 and December 17, 2015, the Supervisory Board also addressed topics pertaining to its own organization. For example, the Strategy Committee was deployed at the meeting on October 22, 2015. At both meet- ings, the Supervisory Board also advised on the change in BASF SE's Employee Participation Agreement, which provides the material legal foundation for the Supervisory Board. The changes made to the Employee Participation Agreement mainly concerned the implementation of the law introducing a minimum percentage of women and men on the Supervisory Board. The Supervisory Board thoroughly considered the person- nel issues of the Board of Executive Directors during the meetings of February 25, July 22, and December 17, 2015. Based on preparations conducted by the Personnel Com- mittee, the Supervisory Board determined the targets for the Board of Executive Directors for the 2015 business year at its meeting on February 25, 2015. The meeting on July 22, 2015, dealt with the composition of the Board of Executive Directors. The terms of office expiring on April 29, 2016, for Chairman Dr. Kurt Bock, Vice Chairman Dr. Martin Brudermüller, and members Dr. Hans-Ulrich Engel and Dr. Harald Schwager were each extended by five years, up to the conclusion of the Annual Shareholders' Meeting in 2021. According to prepara- tions made by the Personnel Committee, the Supervisory Board determined the performance evaluation of the Board of Executive Directors for the 2015 business year at its meeting on December 17, 2015. At its meeting of December 17, 2015, the Supervisory Board discussed the Board of Executive Directors' operative and financial planning including the investment budget for 2016, and as usual empowered the Board of Executive Direc- tors to procure necessary financing in 2016. An additional focus topic was consultation on the further development of the Agricultural Solutions segment. At the meeting on October 22, 2015, the Board of Execu- tive Directors reported on the region Europe's organizational and business-model enhancement as well as on the restruc- turing of the business with paper, water, oilfield and mining chemicals. In addition to strategically significant individual measures, the Supervisory Board also addressed BASF's strategy and long- term business prospects in individual business areas and regions. At its meeting on July 22, 2015, the Supervisory Board, together with the Board of Executive Directors, reas- sessed the implementation of the "We create chemistry" strategy established in 2011. Focus areas included the Agricultural Solutions and Oil & Gas segments, the further development of research and development, and the opportu- nities and risks for the company posed by Industry 4.0. The restructuring of the pigments business was also conferred upon. 149 Corporate Governance Report of the Supervisory Board - The entire Declaration of Conformity is rendered on page 152 and can also be found at basf.com/en/governance An important aspect of good corporate governance is the independence of Supervisory Board members and their free- dom from conflicts of interest. According to estimations of the Supervisory Board, all of its members can be considered inde- pendent as defined by the German Corporate Governance Code. The criteria used for this evaluation can be found in the Corporate Governance Report on page 132. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has business rela- tions, we see no impairment of their independence. The scope of these businesses is relatively marginal and furthermore takes place under conditions similar to those of a third party. To avoid an individual case of potential conflict of interest, one Supervisory Board member refrained from participating in consultation on a particular matter at a Supervisory Board meeting in 2015. The Corporate Governance Report of the BASF Group provides extensive information on BASF's corpo- rate governance. It also includes the Compensation Report, containing full details on the compensation for the Board of Executive Directors and the Supervisory Board. BASF Report 2015 29 Statement of cash flows and capital structure management 217 30 Share-price-based compensation program and BASF incentive share program 218 31 Compensation for the Board of Executive Directors and Supervisory Board 220 32 Related-party transactions 220 33 Services provided by the external auditor 221 34 Declaration of Conformity with the German Corporate Governance Code The Supervisory Board Ludwigshafen, February 24, 2016 Dr. Andreas Kreimeyer left the Board of Executive Directors at the conclusion of the Annual Shareholders' Meeting on April 30, 2015. He had been a member since 2003 and served in the end as Research Executive Director. The Supervisory Board expresses its very sincere thanks to him. The Supervisory Board thanks all employees of the BASF Group worldwide and the management for their personal contribution in the 2015 business year. Thanks At the Supervisory Board's accounts meeting on Febru- ary 24, 2016, we approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the BASF SE Financial Statements final. We concur with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €2.90 per share. The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 23, 2016, and discussed them in detail with the auditor. The Chair- woman of the Audit Committee gave a detailed account of the preliminary review at the Supervisory Board meeting on Febru- ary 24, 2016. On the basis of this preliminary review by the Audit Committee, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2015, the proposal by the Board of Executive Directors for the appropriation of profit as well as the Consolidated Financial Statements and Management's Report for the BASF Group for 2015. The Supervisory Board has reviewed, acknowledged and approved the auditor's reports. The results of the prelimi- nary review by the Audit Committee and the results of the Supervisory Board's examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management and submitted reports. The documents to be examined and the auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 23, 2016, as well as the accounts meeting of the Supervisory Board on February 24, 2016, and reported on the main findings of the audit. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Super- visory Board. KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Shareholders' Meeting for the 2015 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under Section 91(2) of the German Stock Corporation Act in an appropriate manner. In particular, it had instituted an appro- priate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. Annual Financial Statements of BASF SE and Consolidated Financial Statements 151 Corporate Governance Report of the Supervisory Board BASF Report 2015 Other explanatory notes At its meeting of February 25, 2015, the Supervisory Board reviewed and approved the Consolidated Financial State- ments, Management's Report and the proposal for the appro- priation of profit for the 2014 business year as presented by the Board of Executive Directors. The meeting on April 30, 2015, served to prepare for the Annual Shareholders' Meeting. A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earn- ings growth, as well as on opportunities and risks for business development, the status of important current and planned investment projects, developments on the capital markets, and significant managerial measures taken by the Board of Executive Directors. Innovation projects were also discussed, including science symposia and the Creator Space tour as part of the activities in honor of BASF's 150th anniversary. 1,785.0 65.6 120.0 120.0 1,740.0 892.5 870.0 Total 60.0 60.0 Michael Vassiliadis 2,4,7 75.0 50.0 332.8 25.0 180.0 180.0 120.0 120.0 60.0 60.0 Denise Schellemans 180.0 180.0 120.0 120.0 60.0 Ralf Sikorski, Supervisory Board member until May 2, 2014 62.5 323.0 242.5 2,942.8 The Supervisory Board held five meetings in the 2015 report- ing year. With the exception of one meeting at which one member of the Supervisory Board was absent, all Supervisory Board members attended all Supervisory Board meetings in 2015. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions. Supervisory Board meetings visory Board regarding current developments and significant items. The Supervisory Board was always involved at an early stage in decisions of major importance. The Supervisory Board passed resolutions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. In the 2015 business year, these concerned approval for the swap with Gazprom of investments in WINGAS's natural gas trading and storage business for further shares in a gas field in west- ern Siberia, as well as the completion guarantee for the Nord Stream 2 natural gas pipeline project. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. Outside of Supervisory Board meetings, the Chairman of the Board of Executive Directors also promptly informed the Chairman of the Super- In 2015, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. We regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred in the form of written and oral reports on, for exam- ple, all of the company's and the segments' major financial KPIs for the general economic situation in the main sales and procurement markets, and on deviations in business develop- ments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, includ- ing financial, investment, sales volumes and personnel plan- ning, as well as measures for designing the future of research and development. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors For our anniversary in 2015 celebrating BASF's 150 years of existence, we had expected more favorable conditions. Over the course of the year, the business environment deteriorated as political and macroeconomic challenges increased. Oil prices and growth both dropped sharply. Sales and earnings fell in this difficult environment, primarily from the divestiture of our natural gas trading and storage business; cash flow was increased. The entrepreneurially demanding journey to further shape the "We create chemistry" strategy will be continued, and has the full support of the Supervisory Board. Dear Thareholder, BASF Report 2015 Report of the Supervisory Board Report of the Supervisory Board 148 Corporate Governance For more on share ownership by members of the Supervisory Board, see page 135 Beyond this, no other Supervisory Board members received any compensation in 2015 for services rendered personally, in particular, the rendering of advisory and agency services. mately €31,600) for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board. In 2015, as in 2014, the company paid the Supervisory Board member Prof. Dr. François Diederich a total of CHF 38,400 (2015: approximately €36,000; 2014: approxi- Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Shareholders' Meeting, which approves the Consolidated Financial Statements upon which the variable compensation is based. Accordingly, compensation relating to the year 2015 will be paid following the Annual Shareholders' Meeting on April 29, 2016. 4 Member of the Audit Committee 7 Member of the Strategy Committee (since October 1, 2015) Chairwoman/Chairman of the Audit Committee 6 Vice Chairman of the Strategy Committee (since October 1, 2015) 5 Chairman of the Strategy Committee (since October 1, 2015) 3 2 Member of the Personnel Committee Chairman of the Personnel Committee 1 3,000.5 In its meetings, the Supervisory Board additionally dis- cussed the further development of the BASF Group's business activities through acquisitions, divestitures and investment projects. Significant matters of consultation comprised the divestiture of the pharmaceutical custom synthesis business as well as portions of the active pharmaceutical ingredients business to Siegfried Holding AG; the above-mentioned BASF stake in the Nord Stream 2 project company for constructing an additional natural gas pipeline through the Baltic Sea with Gazprom, E.ON, ENGIE, Shell and OMV; the divestiture of the industrial coatings business; and the conclusion of the sale of the 25% share in the Solvin joint venture. Ongoing topics in the Board of Executive Directors' reports furthermore included major capital-intensive investment projects, such as the construction of a TDI complex in Ludwigshafen, Germany; an MDI plant in Chongqing, China; and an acrylic acid plant in Camaçari, Brazil, all of which began operations in 2015. Changes in the regulatory environment and their implications for the company's business activities were also discussed. 216 28 Leasing Juizen Hambreves 183 Other operating income 7 183 Functional costs 6 159 Balance sheet 182 Earnings per share 5 Notes on statement of income Statement of cash flows 158 4 Reporting by segment and region Statement of income and expense recognized in equity 179 Commercial Code accordance with Section 313(2) of the German 157 Statement of income BASF Group List of Shares Held in 3 173 162 Scope of consolidation 179 160 8 Other operating expenses Based on the earnings per share of €4.34 published in the BASF Group Consolidated Financial Statements 2015, the performance-related compensation reached the maximum amount of €120,000 (2014: €120,000). 17 195 method and other financial assets 16 Investments accounted for using the equity 193 15 Property, plant and equipment 189 14 Intangible assets 189 13 Personnel expenses and employees 189 12 Minority interests Notes on balance sheet 186 Income taxes 11 186 Financial result 10 185 the equity method 161 Statement of equity Income from companies accounted for using 9 184 2 156 Auditor's report Summary of accounting policies 18 Receivables and miscellaneous assets 196 19 Capital, reserves and retained earnings 198 20 Other comprehensive income 198 21 Minority interests 199 22 Provisions for pensions and similar obligations 199 23 Other provisions 205 24 Liabilities 206 25 Other financial obligations 208 26 Risks from litigation and claims 209 27 Supplementary information on financial instruments 210 195 60.0 Inventories 152 Corporate Governance 1 Policies and scope of consolidation 155 Statement by the Board of Executive Directors Notes 233 223 Supplementary Information on the Oil & Gas Segment Overviews Statements Consolidated Financial Corporate Governance Management's Report To Our Shareholders About This Report 4 BASF Report 2015 The Board of Executive Directors of BASF SE of BASF SE The Supervisory Board Ludwigshafen, December 2015 2. The recommendations of the Government Commission on the German Corporate Governance Code as amended on May 5, 2015, published by the Federal Ministry of Justice on June 12, 2015, in the official section of the electronic Federal Gazette, are complied with and will be complied with. 1. The recommendations of the Government Commission on the German Corporate Governance Code as amended on June 24, 2014, published by the Federal Ministry of Justice on September 30, 2014, in the official section of the electronic Federal Gazette, have been complied with since the submis- sion of the last Declaration of Conformity in December 2014. The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to Section 161 AktG (Stock Corporation Act) Declaration of Conformity 2015 of the Board of Executive Directors and the Supervisory Board of BASF SE Section 161 AktG (Stock Corporation Act) Declaration of Conformity as per Declaration of Conformity as per Section 161 AktG (Stock Corporation Act) Jürgen Hambrecht Chairman of the Supervisory Board Anke Schäferkordt 245.6 41.7 4 Consolidated Financial Statements 222 period 35 Nonadjusting events after the reporting 222 481.3 316.7 Dr. h. c. Eggert Voscherau, Chairman until May 2, 2014¹ Michael Diekmann, Vice Chairman², 6 62.5 125.0 10.4 197.9 90.0 90.0 180.0 180.0 17.2 287.2 282.5 Robert Oswald, Vice Chairman2.7 90.0 90.0 180.0 180.0 7 15.6 19 200.0 paid with regard to their activities as members of the Supervi- sory Board or of a committee. The company further grants the members of the Supervisory Board a fee of €500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and includes the performance of the duties of the members of the Supervisory Board in the cover of a directors' and officers' liability insurance (D&O insurance) concluded by it, which includes a deductible. For more on the D&O insurance of the Supervisory Board, see page 135 Total compensation of the Supervisory Board for activities in 2015, including attendance fees, was around €3 million (2014: around €3 million). The compensation of the individual Super- visory Board members was as follows. Compensation of the Supervisory Board of BASF SE (in thousand €) Performance- Compensation for related variable Fixed salary compensation committee memberships Total compensation 2015 The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be 2014 116.7 2015 2014 2015 2014 2015 2014 Dr. Jürgen Hambrecht, Chairman since May 2, 20141,5 150.0 100.0 300.0 127 12.5 12.5 282.5 60.0 60.0 Franz Fehrenbach4 180.0 180.0 120.0 120.0 120.0 60.0 Prof. Dr. François Diederich 180.0 180.0 120.0 120.0 60.0 285.6 120.0 50.0 50.0 25.0 until May 2, 20143 Max Dietrich Kley, Supervisory Board member 120.0 180.0 50.0 80.0 40.0 60.0 since May 2, 2014 Francesco Grioli, Supervisory Board member 230.0 230.0 120.0 60.0 60.0 103.1 40.0 66.7 283.1 186.7 Wolfgang Daniel 60.0 Dame Alison Carnwath DBE, Supervisory Board member since May 2, 20143,7 230.0 230.0 120.0 50.0 50.0 120.0 120.0 60.0 60.0 Ralf-Gerd Bastian4 80.0 20 1,198 114 [24] Financial indebtedness Other liabilities 4,020 4,861 [23] 2,540 2,844 [11] Tax liabilities 1,082 1,079 [24] 4,074 3,545 2,520 (1) Total income and expense (259) Deferred taxes 68 681 2,270 (5,482) in equity recognized Provisions 385 0 924 (273) (403) (259) hedges at fair value Cash flow of securities Measurement Foreign currency translation adjustment benefit plans (4,840) 961 Releases Additions As of January 1, 2015 20 (13) 0 (91) (10) (4,840) 1,095 As of December 31, 2014 Deferred taxes Releases (3,280) (463) 6 668 (3,491) (3,400) (54) 15 (917) (2,444) Additions As of January 1, 2014 (3,521) (109) 20 652 (4,084) As of December 31, 2015 (377) 1 Reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 20 on page 198 Accounts payable, trade 1,176 25,055 2,193 [18] 1,720 1,498 46,270 43,939 Inventories [17] 9,693 11,266 Accounts receivable, trade 1,791 [18] 10,385 Other receivables and miscellaneous assets [18] 3,095 4,032 Marketable securities 21 19 Cash and cash equivalents¹ [1] 2,241 9,516 [11] 540 526 Remeasure- ment of defined (403) (5,482) BASF Report 2015 Balance sheet BASF Group Assets (in million €) Intangible assets Property, plant and equipment Investments accounted for using the equity method Other financial assets Deferred tax assets Other receivables and miscellaneous assets Noncurrent assets Consolidated Financial Statements Balance sheet Explanations in Note [14] Dec. 31, 2015 12,537 Dec. 31, 2014 12,967 [15] 25,260 23,496 [16] 4,436 3,245 [16] 1,718 27,271 Current assets 24,566 581 31,545 28,195 Provisions for pensions and similar obligations [22] 6,313 7,313 Other provisions [23] 3,369 3,502 629 Deferred tax liabilities 3,381 3,420 Financial indebtedness [24] 11,123 11,839 Other liabilities [24] 869 1,197 Noncurrent liabilities [11] [21] 27,614 30,916 27,420 70,836 71,359 Equity and liabilities (in million €) Subscribed capital Capital surplus Retained earnings Other comprehensive income Equity of shareholders of BASF SE Minority interests Equity Explanations in Note Dec. 31, 2015 Dec. 31, 2014 [19] 1,176 [19] 3,141 3,143 [19] 30,120 28,777 [20] (3,521) (5,482) Total assets 174 Reclassifications of realized gains/losses recognized in the income statement 3,073 (2)4 consolidation and other changes Changes in scope of 2,095 202 1,893 1,893 recognized directly in equity 4,301 314 3,987 3,987 Changes to income and expense Net income (2,806) (234)³ (2,572) (2,572) Dividend paid achieved in stages Effects of acquisitions 28,195 581 27,614 (5,482) (72)5 28,777 686 (234) 5,155 (2,480) Net income Dividend paid achieved in stages Effects of acquisitions 27,673 630 27,043 (3,400) 26,102 3,165 1,176 918,478,694 January 1, 2014 31,545 629 30,916 (3,521) 30,120 3,141 1,176 918,478,694 December 31, 2015 (240) (6) 3,143 Equity Minority interests (286) (234) (2,480) (2,572) (5,760) (7,870) 6,048 6,937 (8,062) 66 1 More information on the statement of cash flows can be found in the Management's Report (Financial Position) from page 60 onward. Other information on cash flows can be found in Note 29 on page 217. Cash and cash equivalents at the end of the year Cash and cash equivalents at the beginning of the year changes in scope of consolidation From foreign exchange rates Change in cash and cash equivalents Net changes in cash and cash equivalents Cash used in financing activities minority shareholders To shareholders of BASF SE Additions to financial and similar liabilities Repayment of financial and similar liabilities Dividends paid Capital increases/repayments and other equity transactions (4,496) (5,235) Cash used in investing activities (3,673) (2,478) 538 (16) BASF SE income² earnings surplus Equity of share- holders of prehensive Retained Capital Subscribed capital 1,176 918,478,694 January 1, 2015 shares outstanding (2,480) Other com- Consolidated Financial Statements Statement of equity Statement of equity¹ (in million €) Statement of equity BASF Group BASF Report 2015 1,718 2,241 1,827 1,718 (3) 4 (90) (19) Number of 1,558 (286)³ 5,155 The IASB issued amendments to IFRS 11 on May 6, 2014. IFRS 11 includes regulations on the recognition of assets and liabilities and gains or losses of joint ventures and joint opera- tions. Whereas joint ventures are accounted for using the equity method, joint operations, according to IFRS 11, are recognized in a similar fashion to proportional consolidation. With the changes in IFRS 11, IASB regulates the accounting for the acquisition of shares in a joint operation, which consti- tutes a business according to IFRS 3 - Business Combinations. In such cases, the acquirer shall apply the principles of the accounting for business combinations according to IFRS 3. Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations The IASB issued amendments to IFRS 10 and IAS 28 on September 11, 2014. The amendments address a known inconsistency between the requirements of IFRS 10 and IAS 28 (2011) in the case of the sale of an asset to an associated company or a joint venture or the contribution of an asset to an associated company or a joint venture. According to IFRS 10, if the disposal of a subsidiary by a parent company results in a loss of control, it recognizes the gain or loss on the sale of the subsidiary in the full amount in the income state- ment. In contrast, the currently applicable IAS 28.28 requires that a gain on sales transactions between an investor and an investment accounted for using the equity method - whether it be an associated company or joint venture – is recognized only to the extent of the investor's interests in the associated company or joint venture. In the future, the entire gain or loss arising from a transaction shall only be recognized when the assets sold or contributed constitute a business combination according to IFRS 3. This applies regardless of whether the transaction is a share or asset deal. Only a pro rata recognition of gain is permissible if the assets do not constitute a business combination. IASB has postponed the effective date of the changes indefinitely. The potential impact on BASF is currently being analyzed. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The IASB issued amendments to IAS 19 on November 11, 2013. The revisions clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, practical expedients are permitted if the amount of the contri- butions is independent of the number of years of service. The European Union endorsed the changes on January 9, 2015. In a deviation from the IASB's effective date (reporting periods beginning on or after July 1, 2014), IFRS-based financial statements of the European Union must apply the changes for reporting periods beginning on or after February 1, 2015. The amendments are not expected to have a material effect on BASF. Employee Contributions to - Defined Benefit Plans Amendments to IAS 19 BASF Report 2015 Notes - Policies and scope of consolidation Consolidated Financial Statements 164 Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortization The IASB issued amendments to IAS 16 and IAS 38 on May 12, 2014. These revisions provide further guidance on determining an acceptable method of depreciation and amortization. Revenue-based methods are not permissible for property, plant and equipment and are only permissible for intangible assets in specific exceptional cases (rebuttable presumption of inappropriateness). The changes will be effec- tive for reporting periods beginning on or after January 1, 2016. The European Union's endorsement was issued on December 3, 2015. The amendments are not expected to have a material effect on BASF. On December 18, 2014, the IASB issued amendments made to IAS 1. The revisions pertain to various disclosure require- ments, and clarify that information needs to be disclosed in the notes only if it is material for the company. This explicitly applies if a standard calls for a list of minimum disclosures. Explanations are moreover provided on the aggregation and disaggregation of line items in the balance sheet and income statement. Furthermore, the revised standard clarifies how an entity's share of the other comprehensive income of equity- accounted companies is to be presented in the income state- ment. The changes will be effective for reporting periods beginning on or after January 1, 2016. An endorsement by the European Union was issued on December 19, 2015. The amendments are not expected to have a material effect on BASF. Disclosure Initiative (Amendments to IAS 1) The IASB published standard IFRS 16 Leases on January 13, 2016. The rules and definitions of IFRS 16 supersede the content of IAS 17, IFRIC 4, SIC 15 and SIC 27. The new standard introduces a single lessee accounting model. It requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. As for the lessor, the new standard substantially carries forward the lessor accounting requirements of IAS 17. The new standard will be effective for reporting periods beginning on or after January 1, 2019. An endorsement by the European Union is still pending. The potential impact on BASF is currently being analyzed. IFRS 16 - Leasing The new standard will be effective for reporting periods beginning on or after January 1, 2018. An endorsement by the European Union is still pending. The potential impact on BASF is currently being analyzed. The new model for the determination of revenue recogni- tion is based on five steps, whereby the contract with the customer and the individual performance obligations within the contract are initially identified. The transaction price is then determined and allocated to the performance obligations in the contract. Finally, sales are recognized for each perfor- mance obligation in the amount of the allocated portion of the transaction price as soon as the agreed-upon good or service has been provided or the customer receives control over it. Principles are set out for determining whether the good or service has been provided over time or at one point in time. The new standard does not differentiate between different types of contracts and services, but rather introduces uniform criteria for the timing of revenue recognition. According to IFRS 15, sales revenue is recognized when control of the agreed-upon goods or services and the benefits obtainable from them are transferred to the customer. The transfer of major risks and rewards of ownership of the goods is no longer the deciding factor. Sales revenue is measured as the amount the entity expects to receive in exchange for goods and services. IFRS 15 - Revenues from Contracts with Customers The IASB published the new standard on revenue recognition, IFRS 15-Revenues from Contracts with Customers, on May 28, 2014. The revised standard particularly aims to standardize existing regulations and thus improve transparency and the comparability of financial information. The rules and definitions of IFRS 15 supersede the content of IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18, and SIC 31. The new standard will be effective for reporting periods beginning on or after January 1, 2018. An endorsement by the European Union is still pending. The new requirements could have an impact on the accounting treatment of other share- holdings. The further potential impact on BASF is currently being analyzed. The IFRS 9 regulations on hedge accounting aim for a closer alignment of hedge accounting with the entity's risk management strategy. In the future, the recognition of financial asset impairments is based on expected losses according to IFRS 9. The general approach adopts a three-stage model to assess the provisions for risks. The model requires different degrees of impairment based on the credit default risk of the counterparties. For certain financial instruments, such as trade accounts receivable, operational simplifications for recognizing impair- ment losses apply. Furthermore, the disclosure requirements in IFRS 3 also apply in such cases. The changes will be effective for reporting peri- ods beginning on or after January 1, 2016. An endorsement by the European Union was issued on November 25, 2015. The amendments are not expected to have a material effect on BASF. IFRS 9 retains "amortized cost" and "fair value" as the criteria for measuring financial instruments. Whether financial assets are measured at amortized cost or fair value will depend on two factors: the entity's business model for managing the portfolio to which the financial asset belongs and the contrac- tual cash flow characteristics of the financial asset. IFRS Annual Improvements Cycle 2010-2012 Under its Annual Improvement Project, the IASB issued amendments to several standards on December 12, 2013. The affected standards are IFRS 2, IFRS 3, IFRS 8, IAS 16, IAS 24, and IAS 38. The amendments address details of the recognition, measurement and disclosure of business trans- actions or serve to standardize terminology. The European Union endorsed the changes on January 9, 2015. In a devia- tion from the IASB's effective date (reporting periods beginning on or after July 1, 2014), IFRS-based financial statements in the European Union must apply the changes for reporting periods beginning on or after February 1, 2015. The amend- ments are not expected to have a material effect on BASF. 1.3 Group accounting principles Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. (2,629) 273 251 [9] Income from companies accounted for using the equity method (3,640) [8] Other operating expenses 2,231 2,004 [7] Other operating income (1,884) (1,953) [6] Research expenses (1,359) (1,429) [6] General administrative expenses (7,493) Based on corporate governance and potential supplementary agreements, companies are analyzed for their relevant activi- ties and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. - The parent company can use its decision-making power to affect the variable returns. - The parent company has rights to variable returns from the investee, and - The parent company holds decision-making power over the relevant activities of the investee, According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. “Control” of an investee assumes the simultaneous fulfillment of the following three criteria: IFRS Annual Improvements Cycle 2012-2014 Under its Annual Improvement Project, the IASB issued amendments to several standards on September 25, 2014. The affected standards are IAS 19, IAS 34, IFRS 5 and IFRS 7. The amendments address details of the recognition, measure- ment and disclosure of business transactions or serve to standardize terminology. The changes will be effective for reporting periods beginning on or after January 1, 2016. An endorsement by the European Union was issued on Decem- ber 16, 2015. The amendments are not expected to have a material effect on BASF. 163 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 2 Details are provided in the table "Income and expense recognized in equity" on page 158. 1 For more information on the items relating to equity, see Notes 19 and 20 from page 198 onward. 28,195 581 27,614 (5,482) 28,777 3,143 1,176 918,478,694 December 31, 2014 41 63 (22) (22)4 consolidation and other changes Changes in scope of (2,245) (163) (2,082) (2,082) recognized directly in equity Changes to income and expense 5,492 337 3 Including profit and loss transfers 4 Granting of BASF shares under the BASF share program "plus" 5 Including reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 19 on page 198 6 Reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 20 on page 198 On July 24, 2014, the IASB issued the final version of IFRS 9- Financial Instruments, concluding the multiyear project to replace IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 contains new requirements for the classification and measurement of financial instruments, fundamental changes regarding the accounting treatment of financial asset impairments, and a reformed approach to hedge accounting. IFRS 9 - Financial Instruments The effects on the BASF Group financial statements of the IFRSS and IFRICs not yet in force or not yet endorsed by the European Union in 2015 were reviewed and are explained below. Other new standards or interpretations and amend- ments of existing standards and interpretations have no material impact on the BASF Group. Early adoption of the standards before endorsement by the European Union is not planned. IFRSS and IFRICS not yet to be considered To improve the presentation of net assets and the financial position, the measurement of emission right certificates granted free of charge was conducted according to the net method for the first time as of December 31, 2015. According to this method, emission right certificates are no longer recognized at the applicable market prices (fair value) at the time they are credited to the electronic register run by the relevant governmental authority, but are recognized on the balance sheet with a value of zero. Accordingly, the counter items (deferred income and provisions for emission right certifi- cates) are also reported with a value of zero. The conversion from gross method to the net method led to balance sheet contraction in the amount of €153 million with no effect on income. Changes in the measurement of emission right certificates granted free of charge In 2014, this led to an increase of €76 million in the line item changes in receivables and a decrease in the line item changes in pension provisions, defined benefit assets and other items in the amount of €76 million. The presentation in the statement of cash flows of hedges for financial receivables and payables was adjusted as of January 1, 2015. Without changing cash provided by operating activities, hedging is now better reflected by offsetting adjustment effects from underlying transactions with changes in the market value of hedging transactions. The effects from hedging transactions were previously contained in the item "changes in receivables" and those from underlying transac- tions in the item “changes in pension provisions, defined ben- efit assets and other items." The figures for 2014 have been adjusted accordingly. Change in presentation of hedges for financial receivables and payables in the statement of cash flows Sales revenue for 2014 contained sales of €415 million that, according to the new recognition method, would have been eliminated against cost of sales. If the recognition method had remained unchanged, sales and cost of sales for 2015 would each have been €76 million higher. A restatement of the prior-year figures was not necessary, as this change in recog- nition would have had no material impact on the presentation of the net assets, financial position and results of operations of the BASF Group in 2014. At its meeting on March 24, 2015, the IFRS Interpretation Committee determined that, according to IFRS 11.20(d), a joint operator's share of the output purchased by another partner cannot be recognized as revenue as long as these sales correspond to the operator's share of ownership interest in the joint operation. As a consequence of this determination, this portion of the joint operation's sales to other partners ceased to be recognized as of January 1, 2015. Partners' share of the output purchased in excess of their ownership interest will continue to be shown as sales to third parties in the BASF Group Financial Statements. Sales by the joint operation to BASF Group companies will also continue to be eliminated. Change in presentation of joint operation sales in BASF Group Financial Statements (2,766) 1.2 Changes in accounting principles The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. The accounting policies that have been applied are largely the same as those in 2014, with the exception of any changes arising from the application of new or revised standards. The Consolidated Financial Statements are presented in euros. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. The Consolidated Financial Statements of BASF SE as of December 31, 2015, have been prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) and Section 315a (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2015 fiscal year, all of the binding IFRSS and pronouncements of the International Financial Reporting Interpretations Committee (IFRIC) were applied. BASF SE is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. General information 1.1 BASF Report 2015 1 Summary of accounting policies Notes - Policies and scope of consolidation Consolidated Financial Statements 162 161 In its meeting on February 22, 2016, the Board of Executive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for approval, and released them for publication. 516 1,061 1,336 Income before minority interests 4,301 5,492 Minority interests [12] (314) (337) Net income 3,987 5,155 Earnings per share (€) [5] 4.34 5.61 Dilution effect (€) [5] (0.01) (0.01) Diluted earnings per share (€) [5] 4.33 5.60 157 158 Consolidated Financial Statements (1,711) Statement of income and expense recognized in equity (1,247) Income taxes Income from other shareholdings Expenses from other shareholdings Interest income Interest expenses Other financial income Other financial expenses Financial result 80 303 (71) (25) 213 207 (638) (711) 152 158 (436) (355) [10] (700) (423) Income before taxes and minority interests 5,548 7,203 [11] Statement of income and expense recognized in equity BASF Group Income before minority interests and income and expense recognized in equity¹ (in million €) Income before minority interests 924 668 Deferred taxes for items that will be reclassified to the statement of income (104) 103 Income and expense recognized in equity that will be reclassified to the statement of income at a later date 1,205 314 Minority interests Total income and expense recognized in equity Income before minority interests and income and expense recognized in equity Thereof attributable to shareholders of BASF SE attributable to minority interests 1 For more information on other comprehensive income, see Note 20 on page 198. 2 For more information, see Note 22, "Provisions for pensions and similar obligations," from page 199 onward. 3 For more information, see Note 27, "Supplementary information on financial instruments," from page 210 onward. Development of income and expense recognized in equity of shareholders of BASF SE (in million €) Other comprehensive income 202 (163) 2,095 (2,245) 6,396 3,247 5,880 Foreign currency translation adjustment (463) 385 Cash flow hedges, net³ Remeasurement of defined benefit plans² Deferred taxes for items that will not be reclassified to the statement of income Income and expense recognized in equity that will not be reclassified to the statement of income at a later date BASF Report 2015 2015 2014 4,301 5,492 961 (3,491) (273) 1,095 7,626 688 Unrealized gains/losses from fair value changes in available-for-sale securities 1 7 (1) (1) Fair value changes in available-for-sale securities, net³ Unrealized gains/losses from cash flow hedges 6 38 (510) Reclassifications of realized gains/losses recognized in the income statement 347 47 (2,396) Payments from the disposal of noncurrent assets and securities 6,248 Income from operations Gross profit on sales Cost of sales Sales revenue 2014 2015 Explanations in Note Consolidated Financial Statements Statement of income Statement of income (in million €) BASF Group Statement of income BASF Report 2015 Wirtschaftsprüfer Krauẞ Wirtschaftsprüfer Rega Wirtschaftsprüfungsgesellschaft KPMG AG Frankfurt am Main, February 23, 2016 In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSS as adopted by the E.U., the additional requirements of German commercial law pursuant to Section 315a(1) HGB and full IFRS and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Group Management's Report is consistent with the Consolidated Financial Statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development. Our audit has not led to any reservations. assurance. Knowledge of the business activities and the economic and legal environment of the Group and expecta- tions as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Management's Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Board of Executive Directors, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. We conducted our audit of the Consolidated Financial Statements in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Consolidated Financial Statements in accordance with the applicable financial reporting framework and in the Group Management's Report are detected with reasonable We have audited the consolidated financial statements prepared by BASF SE, Ludwigshafen am Rhein, Germany, comprising the statement of income, statement of income and expense recognized in equity, balance sheet, statement of cash flows, statement of equity and the Notes to the Consolidated Financial Statements together with the Group Management's Report for the business year from January 1 to December 31, 2015. The preparation of the Consolidated Financial Statements and the Group Management's Report in accordance with IFRSS as adopted by the European Union, and the additional requirements of German commercial law pursuant to Section 315a(1) of the German Commercial Code (HGB) are the responsibility of the parent company's manage- ment. Our responsibility is to express an opinion on the Con- solidated Financial Statements and on the Group Manage- ment's Report based on our audit. In addition, we have been instructed to express an opinion as to whether the consoli- dated financial statements comply with full IFRS. BASF Report 2015 Auditor's report Selling expenses Auditor's report [4] 74,326 651 Payments from divestitures (963) (215) Payments for acquisitions (1,131) (920) (5,296) (5,812) Payments for property, plant and equipment and intangible assets Payments for financial assets and securities 6,958 9,446 Cash provided by operating activities (256) (19) Gains (-)/losses (+) from disposal of noncurrent assets and securities (773) (317) Changes in pension provisions, defined benefit assets and other items [6] 18,487 19,077 (55,839) (51,372) [6] 70,449 Consolidated Financial Statements 156 155 (606) 1,094 Changes in inventories 3,455 4,448 Depreciation and amortization of intangible assets, property, plant and equipment and financial assets 5,155 3,987 Net income 2014 2015 BASF Report 2015 Statement of cash flows' (in million €) BASF Group Statement of cash flows Statement of cash flows Consolidated Financial Statements 160 159 1 For a reconciliation of the amounts in the statement of cash flows with the balance sheet item "cash and cash equivalents," see page 160 71,359 70,836 Total equity and liabilities 15,893 14,236 Changes in receivables 1,463 173 Changes in operating liabilities and other provisions Margret Suckale Suckale Dr. Harald Schwager Sanjeev Gandhi Dr. Martin Brudermüller Vice Chairman Pourdenalle Wayne T. Smith Cuti Michael Heinz Heinz Dr. Hans-Ulrich Engel Chief Financial Officer Лири [4] Chairman Ludwigshafen am Rhein, February 23, 2016 To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal control and risk management system are continually audited throughout the Group by our internal audit department. We have established effective internal control and steering systems in order to ensure that the BASF Group's Consoli- dated Financial Statements and Management's Report com- ply with applicable accounting rules and to ensure proper corporate reporting. The Consolidated Financial Statements for 2015 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the International Accounting Standards Board (IASB), London, and have been endorsed by the European Union. The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. Statement by the Board of Executive Directors and assurance pursuant to Sections 297(2) and 315(1) of the German Commercial Code (HGB) Consolidated Financial Statements Statement by the Board of Executive Directors BASF Report 2015 3,564 (190) (1,210) Dr. Kurt Bock Current liabilities Provisions for German trade income tax, German corpo- rate income tax and similar income taxes are determined and recognized in the amount necessary to meet the expected payment obligations less any prepayments that have been made. Other taxes to be assessed are considered accor- dingly. Consolidated Financial Statements Notes - Policies and scope of consolidation 19 0.1 70 Assets (0.2) (3) 0.2 4 Thereof cash and cash equivalents 0.1 16 0.2 41 Current assets 0.0 3 0.1 15 Thereof property, plant and equipment 0.0 3 0.1 29 Noncurrent assets 0.0 0.0 15 (7) 8 0.0 19 0.1 70 Total equity and liabilities 0.3 9 0.2 9 Thereof financial indebtedness Current liabilities 0.1 11 0.6 80 Thereof financial indebtedness 0.0 0 0.0 0 0.0 (3) Noncurrent liabilities Equity 0.0 0.0 0.1 % Million € Thereof proportionally consolidated 4 5 4 1 First-time consolidations 8 7 1 309 281 24 54 39 65 164 6 Thereof proportionally consolidated As of January 1 2014 2015 Middle East Asia Pacific Africa, North America Thereof Germany Deconsolidations 24 11 2 % 2014 48 Million € 2015 Sales Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures)¹ 7 7 1 6 Thereof proportionally consolidated 41 281 23 57 37 55 141 As of December 31 1 Thereof proportionally consolidated 32 28 1 1 258 0.1 7 0.1 Thereof financial indebtedness 54 84 Noncurrent liabilities 453 515 Equity 618 692 Assets 41 53 cash and cash equivalents Thereof marketable securities, 172 152 Current assets 431 523 equipment Thereof property, plant and 446 540 Noncurrent assets 1,263 Current liabilities 93 111 Thereof financial indebtedness 42 22 10 10 its approval is required for relevant board resolutions - Although BASF only has a 15.5% share in Nord Stream AG, Zug, Switzerland, this was classified as associated company, as BASF exercises significant influence over the company as - Wintershall AG, Kassel, Germany, which operates Libyan exploration and production activities together with Gazprom Libyen Verwaltungs GmbH (BASF stake: 51%). Despite an investment of 51%, BASF does not exercise control accord- ing to IFRS 10, as contractual arrangements with the Libyan government strictly limit influence on variable returns after income taxes. Equity-accounted associated companies particularly comprise: - Achim Development, a limited liability company in Novy Urengoy, Russia (BASF stake: 25.01%) and Achim Trading, a closed joint stock company in Moscow, Russia (BASF stake 18.01%, economic share 25.01%), which together with Gazprom, develop and market the output from blocks IV and V of the Achimov formation 14 (36) Cash used in provided by (224) 1,593 (159) 252 205 Cash provided by operating activities Statement of cash flows Net changes in cash and cash equivalents financing activities 412 479 Other financial obligations 618 692 Total equity and liabilities Cash used in investing activities Europe Investments accounted for using the equity method as of the end of the year (19) 1,218 1,263 Investments accounted for using the equity method as of the beginning of the year 2014 2015 Joint ventures accounted for using the equity method (BASF stake) (in million €) - Wintershall Noordzee B.V., Rijswijk, Netherlands, which is operated jointly with Gazprom (BASF stake: 50%) (effective September 30, 2015) - Heesung Catalysts Corporation, Seoul, South Korea, which is operated jointly with Heesung (BASF stake: 50%) – N.E. Chemcat Corporation, Tokyo, Japan, which is operated jointly with Sumitomo Metal Mining Co. Ltd. (BASF stake: 50%) - BASF-YPC Company Ltd., Nanjing, China, Verbund site operated together with Sinopec (BASF stake: 50%) 2.3 Joint ventures and associated companies Equity-accounted joint ventures particularly comprise: A majority of the activities in the Oil & Gas segment's Explora- tion & Production business sector take place through joint activities which are not incorporated in separate companies. This primarily relates to activities in Germany, Norway and Argentina. These are generally accounted for as joint opera- tions in accordance with IFRS 11 and contribute the largest part of the sales, depreciation and amortization, and fixed assets in the Oil & Gas segment. Financial information on proportionally consolidated companies (BASF stake, unconsolidated) (in million €) In the following table, the previous year's income statement and statement of cash flows include the share in Ellba Eastern Private Ltd., Singapore, which was sold on December 31, 2014. BASF holds a 50% share in each of these companies and controls them jointly with the respective partner. The compa- nies sell their products directly to the partners. The partners ensure the ongoing financing of the companies by purchasing the production. They were therefore classified as joint opera- tions in accordance with IFRS 11. - AO Achimgaz, Novy Urengoy, Russia, which is jointly operated with Gazprom for the production of natural gas and condensate - BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is operated jointly with The Dow Chemical Company to produce propylene oxide - Ellba C.V., Rotterdam, Netherlands, which is operated jointly with Shell and produces propylene oxide and styrene monomer Proportionally consolidated joint operations particularly comprise: 2.2 Joint operations BASF Report 2015 Notes - Policies and scope of consolidation Consolidated Financial Statements 174 1 The totals of the amounts from the deconsolidation of Wintershall Noordzee B.V. in connection with the asset swap with Gazprom are not shown in this table, but included in the table of assets and liabilities transferred as a result of the asset swap with Gazprom in Note 2.4 on page 178. Other financial obligations 2015 2014 Proportional net income 25 (35) Other adjustments of income and expense 189 159 Net income (119) 260 Capital measures/dividends/changes in the scope of consolidation/other adjustments 222 202 interests Income before taxes and minority Balance sheet BASF Report 2015 Total comprehensive income 220 195 Income from operations 96 80 Proportional change of other comprehensive income 1,088 370 Sales Income statement 87 105 South America, 183 A list of companies included in the Consolidated Financial Statements and a list of all companies in which BASF SE has a shareholding as required by Section 313(2) of the German Commercial Code is provided in the List of Shares Held. For more information, see Note 3 on page 179 Average amortization in years The estimated useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. These estimates also consider the period and distribution of future cash inflows and outflows. The amortiza- tion methods, useful lives and residual values are reviewed at each balance sheet date. The weighted average amortization periods of intangible assets amounted to: Internally generated intangible assets primarily com- prise internally developed software. Such software and other internally generated assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intan- gible assets also include an appropriate portion of overhead costs. Borrowing costs are capitalized to the extent that they apply to the purchase or the period of construction of qualify- ing assets. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows and the weighted average cost of capital after taxes, depending on tax rates and country- related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research expenses or other operating expenses. Acquired intangible assets (excluding goodwill) with defined useful lives are valued at cost less scheduled straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Assets Income relating to the sale or licensing of technologies or technological expertise are recognized in the income state- ment according to the contractually agreed-upon transfer of the rights and obligations associated with those technologies. Revenues from the sale of precious metals to industrial customers as well as revenues from natural gas trading are recognized at the time of shipment and the corresponding purchase prices are recorded at cost of sales. In the trading of precious metals and their derivatives with broker-traders, where there is usually no physical delivery, revenues are netted against their corresponding costs. Revenues from marketing the natural gas from the Yuzhno Russkoye gas field are treated in the same manner. Revenues from the sale of goods or the rendering of services are recognized upon the transfer of ownership and risk to the buyer. They are measured at the fair value of the consideration received. Sales revenues are reported without sales tax. Expected rebates and other trade discounts are accrued or deducted. Provisions are recognized according to the principle of individual measurement to cover probable risks related to the return of products, future warranty obligations and other claims. 1.33 Distribution, supply and similar rights Product rights, licenses and trademarks Know-how, patents and production technologies Revenue recognition 1.21 1,398.14 1,255.98 1.11 1.21 1.09 United States (USD) 1,324.80 1,280.78 South Korea (KRW) 1.07 1.20 1.08 1.4 Accounting policies 2015 2014 14 10 23 Buildings and structural installations Machinery and technical equipment Long-distance natural gas pipelines Miscellaneous equipment and fixtures 2015 24 2014 Average depreciation in years Both movable and immovable fixed assets are for the most part depreciated using the straight-line method, with the exception of production licenses and plants in the Oil & Gas segment, which are primarily depreciated based on use in accordance with the unit of production method. The estimated useful lives and depreciation methods applied are based on historical values, plans and estimates. These estimates also consider the period and distribution of future cash inflows and outflows. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The weighted average depreciation periods were as follows: Expenditures related to the scheduled maintenance of large-scale plants are separately capitalized and depreciated using the straight-line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets when an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. The cost of self-constructed plants includes direct costs, appropriate allocations of material and manufacturing costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Borrowing costs are capitalized to the extent that they apply to the purchase or the period of construction of qualifying assets. Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully written off in the year of acquisition. Goodwill is only written down if there is an impairment. Impairment testing takes place once a year and whenever there is an indication of an impairment. Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 Emission rights: Emission right certificates, granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other coun- tries, are recognized on the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. 8 7 4 4 Internally generated intangible assets Other rights and values 12 12 18 18 14 Switzerland (CHF) 4.34 17.66 50.95 68.02 72.34 2014 2015 2014 2015 Dec. 31, Dec. 31, Closing rates Selected exchange rates (€1 equals) Average rates BASF Report 2015 Notes - Policies and scope of consolidation Consolidated Financial Statements 166 165 For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases the translation into the functional currency of financial statements prepared in the local currency is done according to the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro but a local currency, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition and its equity at closing rates on the balance sheet date is reported separately in equity under other comprehensive income (translation adjustments) and is recognized in income only upon the company's disposal. Foreign currency translations: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date of the transaction. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement and reported under other operating expenses or income, other financial result, and available-for-sale financial assets in other comprehensive income. The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Finally, the acquisition cost is com- pared with the proportional share of the net assets acquired at fair value. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. Transactions between consolidated companies as well as intercompany profits resulting from trade between consoli- dated companies are eliminated in full; for joint operations, they are proportionally eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. Consolidation methods: Assets and liabilities of con- solidated companies are uniformly recognized and measured in accordance with the principles described herein. For equity-accounted companies, material deviations in measure- ment resulting from the application of other accounting principles are adjusted for. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Equity-accounted income is reported as part of income from operations (EBIT). Consolidation: In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a proportion- ally consolidated basis. Companies whose business is dor- mant or of low volume, and are of secondary importance for the presentation of a true and fair view of the net assets, finan- cial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corre- sponding value at the Group level. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations as per IFRS 11. This requires an analysis of the joint arrange- ment's structure and, if the arrangement is structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guar- antee the joint arrangements' ongoing financing. Scope of consolidation Brazil (BRL) 11 4.31 3.70 80.67 Russia (RUB) 17.61 17.87 18.91 Mexico (MXN) 4.33 4.25 4.70 Malaysia (MYR) 140.31 134.28 145.23 131.07 Japan (JPY) 0.81 0.73 0.78 0.73 Great Britain (GBP) 8.19 7.54 7.06 China (CNY) 3.12 3.22 25 6.97 7 171 Exploration expenses pertain exclusively to the Oil & Gas segment and include all costs related to areas with unproven oil or gas deposits. These include costs for the exploration of areas with possible oil or gas deposits, among others. Costs for geological and geophysical investigations are always reported under exploration expenses. In addition, this item includes valuation allowances for capitalized expenses for exploration wells which did not encounter proven reserves. Depreciation of successful exploratory drilling is reported under cost of sales. reserves. The unit of production method is used to depreciate assets from oil and gas production at the field or reservoir level. Depreciation is generally calculated on the basis of the pro- duction of the period in relation to the proven, developed Production costs include all costs incurred to operate, repair and maintain the wells as well as the associated plant and ancillary production equipment, including the associated depreciation. Exploratory drilling is generally reported under construction in progress until its success can be determined. When the presence of hydrocarbons is proven such that the economic development of the field is probable, the costs remain capital- ized as suspended well costs. At least once a year, all sus- pended wells are assessed from an economic, technical and strategic viewpoint to see if development is still intended. If this is not the case, the capitalized costs for the well in question are impaired. When reserves are proven, the exploration wells are reclassified as machinery and technical equipment when production begins. An exploration well is a well located outside of an area with proven oil and gas reserves. A development well is a well which is drilled to the depth of a reservoir of oil or gas within an area with proven reserves. Oil and gas production: Exploration and development expenditures are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. Groups of assets and liabilities held for disposal or dis- posal groups: These comprise those assets and directly associated liabilities shown on the balance sheet whose sale in the context of a single transaction is highly probable. The assets and liabilities of disposal groups are recognized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets which do not fall under the valuation principles of IFRS 5. Scheduled deprecia- tion of noncurrent assets and the use of the equity method are suspended. Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of exchange, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. The measure- ment is largely based on projected cash flows. The actual cash flows can differ significantly from the cash flows used to determine the fair values. Independent external appraisals are used for the purchase price allocation of business combi- nations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Other accounting policies The probable amount required to settle noncurrent provi- sions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate used for calculating noncurrent provisions. Financing costs related to unwinding the discount on provisions in subsequent periods are shown in other financial result. For more information, see Note 26 from page 209 onward Other provisions also cover risks resulting from legal dis- putes and proceedings, provided the criteria for recognizing a provision are fulfilled. In order to determine the amount of the provisions, the Company takes into consideration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. The actual costs can deviate from these estimates. Provisions for long-service and anniversary bonuses are predominantly calculated based on actuarial principles. For contracts signed under the early retirement programs, approved supplemental payments are accrued in installments until the end of the exemption phase at the latest. Accounting and measurement follow the German Accounting Standards Committee e. V.'s Application Note 1 (IFRS) of December 2012. Provisions are recognized for expected severance pay- ments or similar personnel expenses as well as for demolition expenses and other charges related to restructuring measures that have been planned and publicly announced by manage- ment. Other provisions also include expected charges for the rehabil- itation of contaminated sites, the recultivation of landfills, the removal of environmental contamination at existing production or storage facilities and other similar measures. If BASF is the only responsible party that can be identified, the provision covers the entire expected claim. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected claim. The determination of the amount of the provision is based on the available technical information on the site, the technology used, legal regulations, and official obligations. Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 Provisions are established for certain environmental protection measures and risks if there exist present legal or constructive obligations arising from a past event, and the expected cash outflow can be estimated with sufficient reliability. Provisions for restoration obligations primarily concern the filling of wells and the removal of production facilities upon the termination of production in the Oil & Gas segment. When the obligation arises, the provision is mea- sured at the present value of the future restoration costs. An asset is capitalized for the same amount as part of the carrying amount of the plant concerned and is depreciated along with the plant. The discount on the provision is unwound annually until the time of the planned restoration. Other provisions: Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. For more information on provisions for pensions and similar obligations, see Note 22 from page 199 onward Actuarial gains and losses from changed estimations with regard to the actuarial assumptions used for calculating defined benefit obligations, the difference between standard- ized and actual returns on plan assets as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The calculation of pension provisions is based on actuarial reports. Similar obligations, especially those arising from commit- ments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. 172 Provisions for pensions and similar obligations: Provisions for pensions are based on actuarial computations made according to the projected unit credit method, which applies valuation parameters that include: future developments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. The resulting obligations are discounted on the balance sheet date using the market yields on high-quality corporate fixed-rate bonds with a minimum of one AA rating. Consolidated Financial Statements BASF Report 2015 While BASF does not hold majority shares in ZAO Gazprom YRGM Trading, BASF is entitled to the earnings of the company due to profit distribution arrangements, so that the company is fully consolidated in the Group Consolidated Financial Statements. 25 - Two additional companies which had previously not been consolidated, headquartered in Germany and Peru - Two newly established companies with headquarters in Germany and China First-time consolidations in 2014 comprised: - An additional four companies which had previously not been consolidated, headquartered in Germany, China, India and Pakistan - A newly acquired company headquartered in Japan First-time consolidations in 2015 comprised: In 2015, the scope of consolidation for the Consolidated Financial Statements encompassed 258 companies (2014: 281). Of this number, five companies were first-time con- solidations (2014: four). Since the beginning of 2015, a total of 28 companies (2014: 32) were deconsolidated due to divestiture, merger, liquidation or immateriality. Changes in scope of consolidation 2.1 173 Consolidated Financial Statements Notes - Policies and scope of consolidation 2 Scope of consolidation BASF Report 2015 The goodwill impairment test is based on cash-generating units. At BASF, the cash-generating units are predominantly the business units, or in certain cases, the divisions. If there is a need for a valuation allowance, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for a valuation allowance, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. Impairment reversals are not conducted for goodwill. An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impairment of the asset (excluding goodwill) is made in the amount of the difference between these amounts. For more information, see Note 14 from page 189 onward Impairment tests are based on a comparison of the carry- ing amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. Value in use is generally determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on the respective balance sheet date on the future develop- ment of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on economic trends. The weighted average cost of capital (WACC) based on the Capital Asset Pricing Model plays an important role in impairment testing. It comprises a risk-free rate, the market risk premium and the spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Impairment tests on assets are carried out whenever certain triggering events indicate that an impairment may be neces- sary. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring mea- sures or physical damage to assets. The assumptions for oil and gas prices concern internal company projections. The projections are based on an empirical analysis of the global oil and gas supply and demand. Short-term estimates up to three years consider the current prices on active markets or forward transactions. In long-term estimates, assumptions are made regarding factors such as inflation, production quantities and costs as well as energy efficiency and the substitution of energy sources. Using exter- nal sources and reports, the oil and gas price estimates are regularly checked for plausibility. The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations in the Consolidated Financial Statements depends on the use of estimates, assumptions and use of discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections. They are based on the circumstances and estimates on the balance sheet date and affect the reported amounts of income and expenses during the reporting periods. These assumptions particularly concern discounted cash flows in the context of impairment tests and purchase price allocations; the determination of useful lives of property, plant and equipment and intangible assets; the carrying amount of investments; and the measurement of provisions for such things as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. Intangible assets in the Oil & Gas segment relate primarily to exploration and production rights. During the exploration phase, these are not subject to scheduled amortization but are tested for impairment annually. When economic success is determined, the rights are amortized in accordance with the unit of production method. The intangible asset from the marketing contract for natural gas from the Yuzhno Russkoye natural gas field is amortized based on BASF's share of the produced and distributed volumes. An Exploration and Production Sharing Agreement is a type of contract in crude oil and gas concessions whereby the expenses and profits from the exploration, development and production phases are divided between the state and one or more exploration and production companies using defined keys. The revenue BASF is entitled to under such contracts is reported as sales. Notes - Policies and scope of consolidation Debt Use of estimates and assumptions in the preparation of the Consolidated Financial Statements Other comprehensive income The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When pricing on an active market is avail- able, for example on a stock exchange, this price is used for the measurement. Otherwise, the measurement is based on internal measurement models using current market parame- ters or external measurements, for example, from banks. These internal measurements predominantly use the net present value method and option pricing models. Financial assets and financial liabilities are recognized in the balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset, with all risks and rewards of ownership, is transferred. Financial liabilities are derecognized when the contractual obligation expires, is discharged or can- celled. Regular way purchases and sales of financial instru- ments are accounted for using the settlement date; in precious metals trading, the day of trading is used. Financial instruments For more information, see Note 11 from page 186 onward Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions which are planned for the following year if these distributions lead to a reversal of temporary differences. Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income if the underlying trans- action is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority and have the same maturities. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the estimated probability of a reversal of the differences and the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. Based on experience and the expected development of taxable income, it is assumed that the benefits of the recog- nized deferred tax assets will be realized. The valuation of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Deferred taxes: Deferred taxes are recorded for tempo- rary differences between the carrying amount of assets and liabilities in the financial statements and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. This also comprises temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. The exception made by IAS 2 for traders is applied to the measurement of precious metal inventories. Accordingly, inventories held exclusively for trading purposes are to be measured at fair value less costs to sell. All changes in value are recognized in the income statement. Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. In addition to direct costs, cost of conversion includes an appropriate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Inventories are measured at acquisition cost or cost of con- version based on the weighted average method. If the market price or fair value of the sales product which forms the basis for the net realizable value is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. Notes - Policies and scope of consolidation Consolidated Financial Statements 168 167 Investments accounted for using the equity-method: The carrying amounts of these companies are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a permanent reduction in the value of an investment, an impair- ment is recognized in the income statement. Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and reversed over the underlying period. Borrowing costs: Borrowing costs directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the time period necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. The borrowing costs were calculated based on a rate of 3.0% (2014: 4.0%), adjusted on a country-specific basis. All other borrowing costs are recognized as an expense in the period in which they are incurred. Leases can be embedded within other contracts. If sepa- ration is required under IFRS, then the embedded lease is recorded separately from its host contract and each compo- nent of the contract is carried and measured in accordance with the applicable regulations. A lease is classified as a finance lease if it substantially transfers all the risks and rewards related to the leased asset. Assets subject to a finance lease are capitalized at the lower of the fair value of the leased assets or the present value of the minimum lease payments. A leasing liability is recorded in the same amount. The periodic lease payments must be divided into principal and interest components. The principal compo- nent reduces the outstanding liability, while the interest com- ponent represents an interest expense. Depreciation takes place over the shorter of the useful life of the asset or the period of the lease. Assets subject to operating leases are not capitalized. Lease payments are recognized in the income statement in the period they are incurred. Leases: A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period of time in return for a payment or series of payments. Leasing contracts are classified as either finance or operating leases. Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or acquisition cost less depreciation. The income and expenses shown in other comprehensive income are divided into two categories. Items that will be recognized in the income statement in the future (known as "recycling") and those that will not. The first category includes translation adjustments, the measurement of securities at fair value, and changes in the fair value of derivatives held to hedge future cash flows and net investments in a foreign operation. Items in other comprehensive income that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. An impairment is recognized for the difference between the carry- ing amount and the recoverable amount. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. 7 If there is objective evidence of a permanent impairment of a financial instrument that is not measured at fair value through profit or loss, an impairment loss is recognized. If the reason for the impairment of loans and receivables as well as held-to-maturity financial instruments no longer exists, the impairment is reversed up to the amortized cost and recog- nized in the income statement. Impairments on financial instruments are booked in separate accounts. BASF Report 2015 BASF Report 2015 Revenue from interest-bearing assets is recognized on the outstanding receivables on the balance sheet date using inter- est rates calculated by means of the effective interest method. Dividends from shareholdings not accounted for using the equity method are recognized when the shareholders' right to receive payment is established. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of the financial guarantee. Financial guaran- tees given by BASF are measured at fair value upon initial recognition. In subsequent periods, financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation on the financial reporting date. Derivative financial instruments can be embedded within other contracts. If IFRS requires separation, then the embedded derivative is accounted for separately from its host contract and measured at fair value. BASF Report 2015 Notes - Policies and scope of consolidation Consolidated Financial Statements 170 169 There were no reclassifications from one measurement cate- gory to another in 2015 and 2014. The same applies for transfers between levels in the fair value hierarchy. - Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. - Financial liabilities which are not derivatives are initially measured at fair value, which normally corresponds to the amount received. Subsequent measurement is carried out at amortized cost, using the effective interest method. The measurement is carried out at fair value. Changes in fair value are recognized directly in equity under the item other comprehensive income and are only recognized in the income statement when the assets are disposed of or have been impaired. Subsequent reversals are recognized directly in equity (other comprehensive income). Only in the case of debt instruments are reversals up to the amount of the original impairment recognized in the income statement; reversals above this amount are recognized directly in equity. If the fair value of available-for-sale financial assets drops below acquisition costs, the assets are impaired if the decline in value is significant and can be considered lasting. The fair values are determined using market prices. Shareholdings whose fair value cannot be reliably determined are carried at acquisition cost and are written down in the case of an impairment. When determining the value of these sharehold- ings, the acquisition costs constitute the best estimate of their fair value. This category of shareholdings includes investments in other shareholdings, provided that these shares are not publicly traded. There are no plans to sell significant stakes in these shareholdings. The derivatives employed by BASF for hedging purposes are effective hedges from an economic point of view. Changes in the fair value of the derivatives almost completely offset the changes in the value of the underlying transactions. - Available-for-sale financial assets comprise financial assets which are not derivatives and do not fall under any of the previously stated valuation categories. This measurement category comprises shareholdings reported under the item other financial assets which are not accounted for using the equity method as well as short and long-term securities. Consolidated Financial Statements Notes - Policies and scope of consolidation Held-to-maturity financial assets consist of nonderivative financial assets with fixed or determinable payments and a fixed term, for which there is the ability and intent to hold until maturity, and which do not fall under other valuation categories. Initial measurement is done at fair value, which matches the nominal value in most cases. Subsequent measurement is carried out at amortized cost, using the effective interest method. - If, in a subsequent period, the amount of the valuation allowance decreases and the decrease can be related objectively to an event occurring after the valuation allow- ance was made, then it must be reversed in the income statement. Reversals of valuation allowances may not exceed amortized cost. Loans and receivables are derecog- nized when they are definitively found to be uncollectible. In addition, valuation allowances are made on receivables based on transfer risks for certain countries. When fair value hedges are used, the asset or liability is hedged against the risk of a change in fair value. Here, changes in the market value of the derivative financial instruments are recognized in the income statement. Furthermore, the carrying amount of the underlying transaction is adjusted by the profit or loss resulting from the hedged risk, offsetting the effect in the income statement. Cash flow hedge accounting is applied for selected deals to hedge future transactions. The effective portion of the change in fair value of the derivative is thereby recognized directly in equity under other comprehensive income, taking deferred taxes into account. The ineffective portion is recog- nized immediately in the income statement. In the case of future transactions that will lead to a nonfinancial asset or a nonfinancial debt, the cumulative fair value changes in equity are either charged against the acquisition costs on initial recognition or recognized in profit or loss in the reporting period in which the hedged item is recorded in the income statement. For hedges based on financial assets or debts, the cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is determined based on the effective date of the future transaction. If there is objective evidence for an impairment of a receiv- able or loan, an individual valuation allowance is made. When assessing the need for a valuation allowance, regional and sector-specific conditions are considered. In addition, use is made of internal and external ratings as well as the assessments of debt collection agencies and credit insurers, when available. A portion of receivables is covered by credit insurance. Bank guarantees and letters of credit are used to an insignificant extent. Valuation allowances are only recog- nized for those receivables which are not covered by insur- ance or other collateral. The valuation allowances for receiv- ables whose insurance includes a deductible are not recog- nized in excess of the amount of the deductible. Write-downs are based on historical values relating to customer solvency and the age, period overdue, insurance policies and customer-specific risks. In addition, a valuation allowance must be recognized when the contractual conditions which form the basis for the receivable are changed through rene- gotiation in such a way that the present value of the future cash flows decreases. - Financial assets and liabilities at fair value recognized in the income statement consist of derivatives and other trading instruments. At BASF, this measurement category only includes derivatives. Derivatives are reported in other receivables and miscellaneous assets or other liabilities. BASF does not make use of the fair value option under IAS 39. The calculation of fair values is based on market parameters or measurement models based on such param- eters. In some exceptional cases, the fair value is calculated using parameters which are not observable on the market. - Loans and receivables comprise financial assets with fixed or determinable payments, which are not quoted on an active market and are not derivatives or classified as available-for-sale. This measurement category includes trade accounts receivable as well as other receivables and loans reported under other receivables and miscellaneous assets. Initial measurement is done at fair value, which generally matches the nominal value of the receivable or loan. Interest-free and low-interest long-term loans and receivables are recorded at present value. Subsequent measurement recognized in income is generally made at amortized cost using the effective interest method. Financial assets and liabilities are divided into the following measurement categories: For BASF, there are no material financial assets that fall under this category. Intelligent Verbund system Verbund sites and 338 additional production sites worldwide strategic business units 6 Our results operating divisions Our corporate purpose: 13 ■■■ Oil & Gas ■ Agricultural Solutions & Solutions ■ Functional Materials ■ Performance Products 84 We create chemistry for a sustainable future ■ We form the best team With our broad portfolio, we serve customers from many different sectors - from major global customers to local workshops. €70.4 billion in sales, around €10 billion Corporate Governance of which from innovations on the market since 2011 ■ Chemicals ■ Entrepreneurial ■ Open ■Responsible Values as guideline for our conduct and actions ■Creative ■ We drive sustainable solutions ■ We innovate to make our customers more successful ■ We add value as one company on strategic principles Market success based countries 80 BASF Group companies in more than More than 300,000 customers segments health protection Our business model 3,240 employees worldwide; of these 112,435 occupational medicine and sites audited on 53 Q sites 82 environmental, safety and security audits performed at 130 €6.2 billion sites participate in worldwide safety initiative 400 employees and contractors at over 75,000 TT apprentices 5 Around 10,000 employees in research and development 2.5 hotlines external compliance 50 raw material supplier sites audited 135 of raw materials, goods and services for own production sourced locally -around 90% suppliers Over 75,000 and media. Our stakeholders include employees, customers, suppliers and shareholders, as well as experts in science, industry, politics, society employees make use of these opportunities daily. for example, 600 Numerous options for work-life balance offered worldwide; in Ludwigshafen, of our senior executives have international experience. 82.9% days of further training per employee per year Average of in EBIT , in EBIT before special items How we create value hotlines phone calls and emails received by external compliance 357 performance with suppliers as a result of unsatisfactory sustainability we terminated our collaboration How we create value In 4 cases institutions and universities, research 600 Over since 2000 U.N. Global Compact Involved in companies within our global network Financial and nonfinancial value drivers make an essential contribution to BASF's success. We want to understand how these work together, and derive targeted measures for increasing the positive impact of our actions and further minimizing the negative effects. This intention forms the basis of our integrated reporting. The following overview provides examples of how we create value for our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC). Both financial and nonfinancial value drivers - such as environmental, production-related, personnel and knowledge-based factors, along with aspects of society and partnerships - form the foundation of our actions. Through our business model, these inputs are transformed into various outputs: the results of our actions. BASF Report 2015 on process safety PDF version available for download: basf.com/basf_report_2015.pdf HTML version with additional features: basf.com/report The BASF Report online If the symbol is underlined, the entire chapter is relevant. the Blueprint for Corporate Sustainability Leadership are implemented. This section shows how the ten principles of the U.N. Global Compact and You can find more information online. You can find more information within the report. The following symbols indicate important information for the reader: Further information This integrated report documents BASF's economic, environmental and social performance in 2015. We use examples to illustrate how sustainability contributes to BASF's long-term success and how we as a company create value for our employees, shareholders, business partners, neighbors and the public. Integrated reporting BASF Report 2015 About This Report About This Report 4 spent on donations and sponsorship €6.7 billion workdays in our anniversary year €700,000 and 0 Number of lost-time injuries per one million working hours drops to 1.4 carbon emissions avoided through customers' use of BASF products 530 million tons fuel saved through Verbund system 17.6 million MWh of CO2 equivalent greenhouse gas emissions generated transportation incidents with significant impact on environment 22.2 million tons 1,626 in income taxes €1.2 billion dividend per share €2.90 €4.0 billion Net income of million m3 of water discharged Process safety incidents: decline to 2.1 per one million working hours €56.2 million charitable projects with Support of 150 35.6% senior executives non-German Proportion of Proportion of women in executive positions 19.5% patents worldwide newly registered 1,000 projects in research pipeline 3,000 product applications assessed and rated for aspects of sustainability 60,000 Over 400 employee 19,000 TRUCK participants instructed on occupational safety 800 000000 00 CHA CHARDS DWIGHT ST LORRAIN DISTRIC CREAMER RICKS Smart design: How can Red Hook's community be optimally connected to public transportation and gain better access to social and cultural amenities? axcast 150 YEARS OF BASF 90 minutes of water a day: For some residents of the Indian metropolis of Mumbai, it is crucial to store drinking water in containers. For one week, employees of BASF and Save the Children learned in person what this means for many families on a daily basis. URBAN LIVING FOOD A change in perspective How can we improve access to clean water in a rapidly growing metropolis like Mumbai? Around 250 experts from industry, the nonprofit sector, science and society all set to work on this question. One example was a joint project initiated by BASF and Save the Children, in which several employees dove into everyday life in Mumbai for one week. Some were guests in families who have running water for only 90 minutes a day. It is important for these families to store water in containers. But space is often at a premium, and the water can sometimes get contaminated. For Nitin Sharma, BASF India Ltd., joining a family for a week was an indispensable part of the project: "We can then assess whether and how innovations from BASF can contribute to the solution, whether it's a new material for stackable water containers, an innovative filter system, or a combination of existing systems. It's crucial - for commercial success as well - to understand what the people in the community really need." What if our FUTURE CHARE SHARE SHATO fow In Barcelona, employees from Switzerland won first prize at the jamming session finals on energy efficiency. Their impressive proposal, entitled "Out of the darkness and into the light - intelligent daylight management in buildings," addressed how less than 40% of available daylight is used in buildings today. The Swiss colleagues developed an idea for electricity-free technology based on microoptic foil that captures up to 95% of daylight and redirects it into the building's interior. What makes this technology unique is that it does not rely on classic transparent building components, like windows. The application could be used for structures like multi-family houses and office buildings, but also for factories and plants. Watch videos of our tour stop in New York by searching youtube.com for: "BASF Red Hook" Putting daylight to good use and A group of mobility experts and fitness fans from all over the world got together for a jamming session between BASF and adidas in New York. The topic: the future of urban transportation. The results of the exchange ranged from a smartphone app that networks bicyclists to a floating residential neighborhood on the Hudson River. One promising idea was to establish a volunteer cyclists' association that generates electricity by riding a bike. This could supply schools, libraries and other community organizations. Moving for power URBAN LIVING Barcelona: For five days, the building played host to the Creator Space™ tour. The Museu del Disseny in SMART ENERGY How can we improve urban development and the housing situation in metropolises like New York, where the population is booming? This was the question posed by involved citizens, students, engineers and other participants of a design competition in New York. The assignment: How might Van Brunt Street in Red Hook, Brooklyn, look in the future? The Red Hook neighborhood is marked by limited access to public transportation. Buildings in need of renovation, susceptibility to hurricane and flood damage, and a high level of socio-economic diversity all demand creative and practical solutions to support the neighborhood's future. The winning concept included an ingenious canal system and the idea of invigorating the local economy with a "Made in Red Hook" product label. BASF plans to continue these discussions and use the ideas for concrete proposals to benefit Red Hook and other cities. New York's next trendy neighborhood? URBAN LIVING drought. South America, water is a precious commodity. New technologies aim to help keep fields irrigated even in times of lengthy Little drops that make an impact: In many parts of and harvest losses? And how can we combat drought and the effects of water scarcity? Students, environ- mental experts, engineers and city planners were some of the participants at a "creatathon" in São Paulo that focused on solutions for more efficient water use in town and country. First prize went to the most innovative suggestion with the potential for future research and development. The winning team's idea was to water fields through drip irrigation, where a sensor measures soil moisture to calculate how much water is needed at what time of day. How can we reduce food waste Smart watering Global community: A new well for an orphanage in Cameroon, a restored temple for residents of Karak in Malaysia - employees around the world got involved in numerous projects addressing social needs. FOOD Environmentally friendly technologies, comfortable interiors, a lighter chassis - there was no lack of original ideas and visions at a joint customer innovation workshop. Together with experts from Daimler Buses, BASF employees from various fields discussed solutions for future bus challenges, ranging from special coatings and new lightweight engineering concepts to possibilities for preventing vandalism. This brainstorming gave rise to project ideas providing new inspiration for the bus of the future. The bus to the future SMART ENERGY for making even more efficient and environmentally friendly vehicles in the future. held by BASF and Daimler discussed new technologies and materials Safe and clean through the city: Participants at a joint workshop Watch how Daimler and BASF worked together by searching youtube.com for: "Co-creation with Daimler" TRANSPORTATION SMART ENERGY In Japan, around 50 employees FRAFLATE AT 254 ROUTE LOCAL STALLATIONS V-GROOVINIC KETAL & GLASS An energetic partnership Images Employees get involved FOOD URBAN LIVING Care Conected 150 YEARS OF BASF from BASF and Panasonic Automotive & Industrial Systems Company came together in a co-creation workshop to discuss current energy-related topics, ranging from power electronics to sensors and energy harvesting. From numerous innovative suggestions, the companies chose the most promising ideas surrounding the topic "systems for storing heat energy through chemical reactions" as a basis for future collaboration and to benefit from knowledge exchange. Panasonic and BASF, who had not had a partnership prior to the workshop, also plan to work together in research and development. The two companies are currently hashing out the details of the collaboration. A community needs engaged citizens in order to thrive. BASF helped its employees carry out charitable projects through its global team competition, "Connected to Care." Around 500 project proposals were submitted from around the globe; 150 of these received up to €5,000 apiece, amounting to a total of €700,000 in support. BASF also promotes employees' volunteer work outside of its anniversary celebrations, through various regional projects. SYSTEMS 150 YEARS OF BASF Shoes that personnel expenses €9.98 billion invested in fixed and intangible assets (including acquisitions) billion were created by Adidas? spent on research €96 million €1.95 billion €31.5 billion BASF Report 2015 Our foundation How we create value uses the energy generated from pedaling for the public good. an idea for a cycling association that in equity held by BASF and adidas developed spent on further education invested in environmental 77.000 million MWh of steam demand 39.0 million MWh of electricity demand 15.0 million m3 of water abstracted €346 million 1,686 5.8% different raw materials procured 30,000 protection worth of raw materials, goods and services purchased for own production €35 billion of raw materials purchased worldwide from renewable resources Communal sportsmanship: Participants in the jamming session €6.0 SHOES they look like? roade 3 SHARE RIDE Boost ADIDA Flying Use the What would い Jer now Super Bod electrics change ar three lane Hybrid Wheelies the Propelled by human SULERSTAR design Confort, FEEL AND Look Jun Healthy on gear to walk/ Encourag Casa FEECIA WHEELS energy 250 196 Proportional change of other comprehensive income Total comprehensive income 229 (17) Capital measures/dividends/changes in the scope of consolidation/other adjustments Proportional net income (21) (213) 2,956 -GASCADE Gastransport GmbH, Kassel, Germany (BASF stake: 50.02%) Investments accounted for using the equity method as of the beginning of the year 2014 2015 Associated companies accounted for using the equity method (BASF stake) (in million €) Effective July 1, 2015, BASF sold its 25% share in Solvin to its partner, Solvay. - NEL Gastransport GmbH, Kassel, Germany (BASF stake: 50.02%). Due to the corporate governance structure of GASCADE Gastransport GmbH, Kassel, Germany, and NEL Gastransport GmbH in connection with requirements of Section 10 of the Energy Management Act (EnWG), BASF only exercises significant influence over both companies, despite an investment of more than 50%. - Shanghai Lianheng Isocyanate Co. Ltd., Shanghai, China (BASF stake: 35%) - OAO Severneftegazprom, Krasnoselkup, Russia (BASF stake: 25%, economic share: 35%) Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 1,982 Expenses for restructuring measures were primarily related to severance payments amounting to €69 million in 2015 and €40 million in 2014. Further expenses for restructur- ing measures amounting to €15 million concerned one site in the United States in the Petrochemicals division. In the Dispersions & Pigments division, expenses arose in the amount of €16 million in 2015 and €12 million in 2014; these concerned several sites worldwide. Furthermore, expenses of €15 million were incurred for a regional restructuring project in South America as well as the outsourcing of the computer centers. In 2014, expenses of €9 million had arisen from mea- sures at several sites in the Care Chemicals division. Intangible assets (966) Cost of sales includes all production and purchase costs of the company's own products as well as merchandise which has been sold in the period, particularly plant, energy and personnel costs. Cost of sales For more on other operating expenses, see Note 8 from page 184 Under the cost-of-sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumu- lated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. 183 Consolidated Financial Statements Notes Notes on statement of income 6 Functional costs BASF Report 2015 5.60 4.33 € Diluted earnings per share 5.61 4.34 € Earnings per share 918,479 918,479 1,000 outstanding shares Weighted-average number of 2015 3,987 million € Net income In accordance with IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares which will be granted in the future as a part of the BASF share program "plus." This applies regardless of the fact that the necessary shares are acquired by third parties on the market on behalf of BASF, and the fact that there are no plans for the issuance of new shares. The dilutive effect of the issue of plus shares amounted to €0.01 in 2015 (2014: €0.01). Selling expenses 2014 5,155 Selling expenses particularly include marketing and advertising costs, freight costs, packaging costs, distribution manage- ment costs, commissions, and licensing costs. General and administrative expenses primarily include the costs of the central units, the costs of managing business units and divisions, and costs of general management, the Board of Executive Directors and the Supervisory Board. 47 41 772 525 75 101 398 305 165 179 181 118 2014 2015 Other operating income Income on the reversal of valuation allowances for business-related receivables Other Gains on the disposal of fixed assets and divestitures Income from the translation of financial statements in foreign currencies Income from foreign currency and hedging transactions Income from the adjustment and reversal of provisions recognized in other operating expenses Revenue from miscellaneous revenue-generating activities Million € 7 Other operating income For more on research and development expenses by segment, see Note 4 on page 181 Research and development expenses include the costs result- ing from research projects as well as the necessary license fees for research activities. Research and development expenses General and administrative expenses Earnings per share 5 Earnings per share property, plant and equipment, and investments accounted for using the equity method amounted to €9,262 million compared with €7,983 million in the previous year. 3,279 4,638 7,172 13,979 property, plant and equipment 12,967 453 795 4,088 2,725 7,631 Thereof intangible assets 71,359 5,016 10,251 14,605 22,987 41,487 7,626 395 673 1,548 1,894 5,010 85,247 1,600 23,496 investments accounted for using the equity method 1,951 In the United States, sales to third parties in 2015 amounted to €13,831 million (2014: €13,877 million) according to company location and €13,302 million (2014: €13,329 million) according to customer location. In the United States, intangible assets, 1 The sum of sales including intersegmental transfers for all the regions can differ from the sum of sales including intersegmental transfers for all the segments, as the segments are viewed globally, and therefore shipments and services between regions within the same segment are not classified as transfers. 113,292 7,638 17,060 17,120 53,277 71,474 Employees as of December 31 3,417 120 331 735 662 2,304 7,285 653 835 917 1,774 4,880 Additions to property, plant and equipment and intangible assets Amortization of intangible assets and depreciation of property, plant and equipment 3,245 1,259 35 1,229 1,169 4,595 593 2,231 depreciation of property, plant and equipment 959 949 621 238 1,515 119 4,401 Thereof impairments 24 86 67 10 500 3 690 Segments 2014 (in million €) Perfor- mance Chemicals Products Functional Mate- rials & Solutions Agri- cultural Solutions Sales Intersegmental transfers 16,968 6,135 Amortization of intangible assets and 15,433 489 6,013 1,823 2,589 425 4,436 Debt 3,550 4,639 3,511 1,628 2,214 23,749 39,291 Research expenses 207 383 392 514 50 407 1,953 Additions to property, plant and equipment and intangible assets 1,859 964 854 402 111 Sales including intersegmental transfers 23,103 15,922 330 457 Environmental protection and safety measures, costs of demolition and removal, and planning expenses related to capital expenditures that are not subject to mandatory capitalization Amortization, depreciation and impairments of intangible assets and property, plant and equipment Costs from miscellaneous revenue-generating activities 176 306 621 2014 2015 Restructuring measures Million € 8 Other operating expenses Moreover, income in both years was related to gains from precious metal trading, the reversal of impairments on property, plant and equipment, tax refunds, income from the adjustment of pension plans, and a number of other items. Further income resulted from refunds in the amount of €254 million in 2015 and €122 million in 2014. These were predominantly due in both years to insurance refunds arising from a plant outage at the Ellba C.V. joint operation in Moerdijk, Netherlands. In 2015, income also arose from a one-off payment for a price revision relating to the previous year in the Oil & Gas segment as well as a one-off payment from Tellus Petroleum AS, Oslo, Norway, in connection with the intended sale of selected assets on the Norwegian continen- tal shelf, which was not completed. The previous year had included income from reimbursement claims in the amount of €43 million. Other income included government grants and government assistance from several countries amounting to €135 million in 2015 and €112 million in 2014. In both years, these were primarily attributable to price compensation from the Argentinian government for gas producers, which was introduced in connection with the New Gas Price Scheme (NGPS) in response to the lower, partly locally regulated gas prices. Income from the reversal of valuation allowances for business-related receivables resulted mainly from the settlement of customer-related receivables for which a valua- tion allowance had been recorded. Gains on the disposal of fixed assets and divestitures in the amount of €314 million resulted from the asset swap with Gazprom. Income of €71 million was related to the sale of the global textile chemicals business to Archroma Textiles S.à r.l., Luxembourg. Additional income of €39 million was attribut- able to the sale of the white expandable polystyrene (EPS) business to Alpek S.A.B. de C.V., Monterrey, Mexico. Further- more, income in the amount of €37 million arose from the sale of buildings in China and India as well as income in the amount of €29 million from the sale of the custom synthesis business and parts of the active pharmaceutical ingredients portfolio to Siegfried Holding AG, Zofingen, Switzerland. The previous year mainly included gains from the sale of the 50% share in Styrolution Holding GmbH, Frankfurt am Main, Germany, in the amount of €458 million to INEOS. Further income of €132 million was related to the sale of selected oil and gas investments in the North Sea to the Hungarian MOL Group. Additional income in the amount of €109 million resulted from the sale to Shell of the share in the Ellba Eastern Private Ltd. joint operation in Singapore, as well as €31 million from the sale of the PolyAd Services business to Edgewater Capital Partners, L.P., Cleveland, Ohio. BASF Report 2015 Notes Notes on statement of income Consolidated Financial Statements 184 Income from the translation of financial statements in foreign currencies contained gains from the translation of companies whose local currency is different from the func- tional currency. Income from foreign currency and hedging transac- tions pertained to the foreign currency translation of receiv- ables and payables as well as changes in the fair value of currency derivatives and other hedging transactions. The decline in comparison with the previous year was attributable to lower income as a result of the depreciation of the Russian ruble. Revenue from miscellaneous revenue-generating activi- ties primarily included income from rentals, property sales, catering operations, cultural events and logistics services. For more information, see Note 8 from page 184 onward Furthermore, the reversal of provisions in both years was largely related to closures and restructuring measures, employee obligations, risks from lawsuits and damage claims, and various other items as part of the normal course of business. Provisions were reversed if the circumstances on the balance sheet date were such that utilization was no longer expected, or expected to a lesser extent. Income from the adjustment and reversal of provisions recognized in other operating expenses in 2014 included income of €79 million from the reversal of the provision for the long-term incentive (LTI) program; this was due to the decline in the BASF share price in 2014. In 2015, however, an expense of €53 million arose from the LTI program, and was recognized in other operating expenses. 675 370 179 160 17,725 832 18,557 5,446 37 Oil & Gas 15,145 907 40,911 55.0 2,629 3,640 594 717 225 259 Other operating expenses Other 2,004 Expenses from the addition of valuation allowances for business-related receivables Expenses from the use of inventories measured at market value and the derecognition of obsolete inventory 87 81 132 195 28 40 88 92 Losses from the translation of the financial statements in foreign currencies Losses from the disposal of fixed assets and divestitures 439 639 Expenses from foreign-currency and hedging transactions as well as from the measurement of LTI options Oil and gas exploration expenses 12,270 17,981 38,346 17.5 8.3 100.0 38,675 28,229 15,665 11,712 4,397 70,449 46,056 34,297 18,311 12,384 4,623 81,374 Income from operations 4,174 2,303 1,295 445 334 6,248 Assets 38,993 20,307 21.8 15,968 19.1 % Regions 2015 (in million €) BASF Report 2015 South America, Europe Thereof Germany North America Asia Africa, BASF Pacific Middle East Group Location of customers Sales Share Location of companies Sales Sales including intersegmental transfers¹ 36,897 13,483 15,390 12,334 5,828 70,449 52.4 11,002 4,873 70,836 422 179 4,401 Employees as of December 31 70,079 52,837 17,471 17,562 7,323 112,435 Regions 2014 (in million €) Location of customers Sales Share Location of companies Sales South America, Europe Thereof Germany North America Asia Pacific Africa, Middle East BASF Group % 911 1,081 2,889 6,013 Thereof intangible assets 6,845 2,467 4,406 839 447 12,537 property, plant and equipment 13,877 6,942 5,613 4,053 Consolidated Financial Statements Notes Notes on statement of income 1,717 investments accounted for using the equity method 3,009 1,182 113 1,314 4,436 Additions to property, plant and equipment and intangible assets Amortization of intangible assets and depreciation of property, plant and equipment 3,162 1,446 1,263 986 602 25,260 182 181 354 1,108 1,688 (133) 7,626 Assets 12,498 14,502 12,987 7,857 13,686 9,829 71,359 Thereof goodwill 59 2,099 2,218 1,931 1,765 69 8,141 other intangible assets 284 1,653 1,220 364 1,150 1,417 2,396 Income from operations 50,401 Assets Income from operations Sales including intersegmental transfers¹ 74,326 4,362 11,643 15,467 32,241 42,854 100.0 7.9 1,248 74,326 12,341 16.6 15,213 20.5 Other BASF Group 3,609 74,326 16 8,416 5,483 16,052 3,625 82,742 5,861 387 57 property, plant and equipment 1,884 Additions to property, plant and equipment and intangible assets 2,085 849 650 391 3,162 148 7,285 Amortization of intangible assets and depreciation of property, plant and equipment Thereof impairments 816 815 528 189 938 131 3,417 54 18 45 2 230 5 390 50 511 379 6,898 4,637 3,166 1,240 6,676 879 23,496 investments accounted for using the equity method 841 177 348 4,826 1,480 3,245 Debt 3,920 5,049 3,508 1,687 3,669 25,331 43,164 Research expenses 185 369 399 195 15,126 20.4 the equity method (1.1) (250) (5.1) (1,276) Thereof property, plant and equipment (0.8) (343) (0.9) Current assets (408) (0.2) (157) (5.6) (3,948) Sales % Million € % Noncurrent assets (2,199) (9.0) (644) 185 Proceeds from divestitures Total equity and liabilities Thereof financial indebtedness Current liabilities Thereof financial indebtedness Noncurrent liabilities Equity (1.4) (987) (3.7) (2,607) Total assets 0.0 (1) (12.7) (285) Thereof cash and cash equivalents (2.3) Million € 2014 2015 Effects of divestitures and asset swap with Gazprom The swap of assets of equal value is treated in accordance with IAS 16.26. As per this regulation, the fair value of the assets received is deemed to constitute their acquisition cost. (344) 808 Proportion of net assets Minority interests 1,152 Net assets 102 (recycled to income upon disposal) Income and expense recognized directly in equity 2,451 Liabilities 1,079 Other liabilities 376 Negative fair values of derivatives 573 Accounts payable, trade 394 Other provisions The acquisition of the 25.01% economic share in blocks IV and V of the Achimov formation was conducted through a capital share in two Russian companies that will be equity accounted as associated companies in BASF's Consolidated Financial Statements due to the material influence BASF exercises over them. As of September 30, 2015, both companies, together with the now-50% share in Wintershall Noordzee B.V., were measured at fair value and reported as investments accounted for using the equity method. 0.6 The following overview shows the individual components of BASF's profit realization from the asset swap with Gazprom and the reclassification of Wintershall Noordzee B.V.: Fair value 25.01% Achimov IV/V reflects the year-on-year decline resulting from divestitures. The impact on equity relates mainly to gains and losses from dives- titures. The following overview shows the effects on the Consolidated Financial Statements of the asset swap with Gazprom and the divestitures conducted in 2015 and 2014. The line item sales Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 - On December 31, 2014, BASF completed the sale of its 50% stake in the joint operation Ellba Eastern Private Ltd., Singapore, which produces propylene oxide and styrene monomers, to its partner Shell. The activities of Ellba Eastern had been allocated to BASF's Petrochemicals division as well as to Other. - Effective as of November 17, 2014, BASF sold its 50% share in Styrolution Holding GmbH, Frankfurt am Main, Germany, to the INEOS Group. The partnership agreement of 2011 already included a cross option, giving BASF the option to sell its share in Styrolution and INEOS the option to buy BASF's share in Styrolution. The share in Styrolution and the related income had been allocated to Other. - On June 2, 2014, BASF completed the sale of its PolyAd Services business to Edgewater Capital Partners, L.P. The activities had been allocated to the Performance Chemicals division. On March 25, 2014, BASF concluded the sale of selected oil and gas investments in the North Sea to the Hungarian MOL Group, as agreed upon on December 12, 2013. In addition to 14 licenses, MOL also purchased BASF's shares in the infrastructure of the Sullom Voe Terminal and in the Brent Pipeline System. - In 2014, BASF divested the following activities: To determine the fair value of the investments in Achimov IV/V and Wintershall Noordzee B.V. as per IAS 28, the proportional share of assets and liabilities was measured in accordance with IFRS 3. As per IFRS 3, the purchase price allocation is to be adjusted accordingly if facts and circumstances become known within the 12-month evaluation period that apply at the time of sale or transfer. Accordingly, the determined fair values and the resulting earnings arising from the asset swap and the transfer from Wintershall Noordzee B.V. are to be seen as preliminary. (64) 314 (808) 407 779 2015 Sep. 30, Expected compensation payment and other expenses Income from swap and reclassification Fair value 50% Wintershall Noordzee B.V. Disposed proportion of net assets Profit realization from asset swap with Gazprom and reclassification of Wintershall Noordzee B.V. (in million €) 29 763 (942) Financial assets Assets of businesses included in Other Assets of Other (in million €) Miscellaneous income and expenses decreased espe- cially as a result of expenses for BASF's 150th anniversary celebrations in 2015. also the result of expenses arising from the addition to provi- sions for the long-term incentive program in the amount of €49 million in 2015; in the previous year, by contrast, income in the amount of €54 million had been recognized from the reversal of such provisions. Furthermore, the item foreign currency results, hedging and other measurement effects declined in comparison with 2014. This was partly due to higher currency losses. It was The previous year had primarily included disposal gains of €458 million, shown under other businesses, from BASF's share in Styrolution Holding GmbH, Frankfurt am Main, Germany. Income from operations of Other decreased by €852 million year-on-year to minus €985 million. Deferred tax assets (133) (114) (300) (2) (220) 590 170 (218) (233) (985) Cash and cash equivalents/marketable securities Net interest income from overfunded pensions Other liabilities/deferrals 1,737 2,262 2,193 1,791 540 526 2,241 December 31, 2014 December 31, 2015 2,097 Net income Minority interests Income before minority interests Income taxes Income before taxes and minority interests Other income Net income from shareholdings Income from operations Reconciliation reporting Oil & Gas (in million €) Assets of Other (389) (402) 2014 2015 4 Reporting by segment and region disclosure obligations are an integral component of the audited Consolidated Financial Statements submitted to the electronic Federal Gazette. The list of shares held is also published online. For more information, see basf.com/en/governance The list of consolidated companies and the complete list of all companies in which BASF SE has a share as required by Section 313(2) of the German Commercial Code and infor- mation for exemption of subsidiaries from accounting and 3 BASF Group List of Shares Held in accordance with Section 313(2) of the German Commercial Code 1,337 702 0.5 350 (2.7) (1,905) 0.0 (1) (1.9) (309) (8.1) (1,148) (0.4) (104) (3.8) Since January 1, 2015, BASF's business has been conducted by 13 operating divisions aggregated into five segments for reporting purposes. The divisions are allocated to the segments based on their business models. 2.7 The Chemicals segment entails the classical chemicals business with basic chemicals and intermediates. It forms the core of BASF's Production Verbund and is the starting point for a majority of the value chains. In addition to supplying the chemical industry and other sectors, the segment ensures that other BASF divisions are supplied with chemicals for produc- ing downstream products. The Chemicals segment comprises the Petrochemicals, Monomers and Intermediates divisions. The Functional Materials & Solutions segment bundles system solutions, services and innovative products for specific sectors and customers, in particular for the automotive, electronic, chemical and construction industries. It is made up of the Catalysts, Construction Chemicals, Coatings, and Performance Materials divisions. Income from operations of Other Miscellaneous income and expenses Foreign currency results, hedging and other measurement effects Other businesses Costs of corporate headquarters Corporate research costs Income from operations (EBIT) of Other (in million €) Transfers between the segments are generally executed at adjusted market-based prices which take into account the higher cost efficiency and lower risk of Group-internal transac- tions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. exchange risks. Furthermore, revenues and expenses from the long-term incentive (LTI) program are reported here. Earnings from currency conversion that are not allocated to the segments are also reported under Other, as are earnings from the hedging of raw material prices and foreign currency With cross-divisional corporate research, BASF is creating new businesses and ensuring its long-term competence with regard to technology and methods. This includes plant bio- technology research. Activities not assigned to a particular division are reported under Other. These include the sale of raw materials, engineer- ing and other services, rental income and leases, the produc- tion of precursors not assigned to a particular segment, the steering of the BASF Group by corporate headquarters, and corporate research. BASF Report 2015 Notes - Policies and scope of consolidation Consolidated Financial Statements 180 179 Until September 30, 2015, the Oil & Gas segment comprised the Oil & Gas division with its Exploration & Production and Natural Gas Trading business sectors. At the end of the third quarter of 2015, BASF exited the natural gas trading and storage business, operated together with Gazprom to that point in time, and as of October 1, 2015, has concentrated on the exploration and production of oil and gas as well as on the transport of natural gas. The Agricultural Solutions segment consists of the Crop Protection division, whose products secure yields and guard crops against fungal infections, insects and weeds, in addition to serving as biological and chemical seed treatments. Plant biotechnology research is not assigned to this segment; it is reported in Other. Until the end of 2014, the Performance Products segment consisted of the Dispersions & Pigments, Care Chemicals, Nutrition & Health, Paper Chemicals and Performance Chemicals divisions. Customized products allow customers to make their production processes more efficient or to give their products improved application properties. The Paper Chemicals division was dissolved as of January 1, 2015. The paper chemicals business is being continued in the Perfor- mance Chemicals and Dispersions & Pigments divisions. Provisions for pensions and similar obligations 3,501 Total assets Consolidated Financial Statements 176 175 - On February 18, 2015, BASF took over technologies, patents and know-how for silver nanowires from Seashell Technology LLC, based in San Diego, California. Through this acquisition, BASF has extended its product portfolio for displays in the Electronic Materials business unit, which is part of the Monomers division. industries. BASF can now offer its customers complete solutions for TPUs and TPU adhesives. At BASF, the activi- ties have been integrated in the Performance Materials division. - On February 12, 2015, BASF concluded the acquisition, announced on December 8, 2014, of the business from Taiwan Sheen Soon Co., Ltd. (TWSS), Lukang Town, Taiwan. TWSS is a leading manufacturer of precursors for adhesives based on thermoplastic polyurethanes (TPU). Following receipt of the official approval, BASF also took over TWSS's activities on the Chinese mainland, effective December 1, 2015. The takeover consolidated BASF's market position in the areas of TPU extrusion and injection molding for various In 2015, BASF acquired the following activities: Acquisitions Notes - Policies and scope of consolidation 2.4 Acquisitions and divestitures Neither of the companies accounted for using the equity method are deemed material for BASF. The table therefore includes the totals of the amounts from the financial statements of the companies accounted for using the equity method. Deviations between proportional equity and the carrying 6,054 367 248 7,817 1,297 1,038 Thereof financial indebtedness Total equity and liabilities Current liabilities amount of shareholdings accounted for using the equity method are mainly a consequence of changes in equity not affecting profit or loss. BASF Report 2015 - On February 24, 2015, BASF acquired a 66% share from TODA KOGYO CORP., based in Hiroshima, Japan, in a company to which TODA had contributed its business with cathode materials for lithium-ion batteries, patents and pro- duction capacities in Japan. The transaction had been announced on October 30, 2014. The company focuses on the research, development, production, marketing and sales of a number of cathode materials. At BASF, the activi- ties were assigned to the Catalysts division. - On March 31, 2015, BASF concluded the acquisition of the polyurethane (PU) business from Polioles, S.A. de C.V., based in Lerma, Mexico, that was announced on July 10, 2014. Polioles is a joint venture with the Alpek Group. BASF holds a 50% share, which is accounted for using the equity method. The acquisition comprised marketing and selling rights, current assets, and to a minor extent, production facilities. The business has been assigned to the Perfor- mance Materials division. % Million € 2014 2015 177 Consolidated Financial Statements Notes - Policies and scope of consolidation Other intangible assets Goodwill Effects of acquisitions and changes in the preliminary purchase price allocations BASF Report 2015 The following overview shows the effects of the acquisitions conducted in 2015 and 2014 on the Consolidated Financial Statements. If acquisitions resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. The purchase price allocation in connection with the acquisition of a 2.5% stake in Brage from the previous year was not adjusted. The preliminary purchase price allocation from the previous year for the acquisition of assets from Statoil on December 1, 2014, was reviewed at the end of the 12-month evaluation period as per IFRS 3; parts were adjusted on the basis of more detailed information on the production and cost profiles of the acquired fields and licenses. This led to a €74 million reduction in noncurrent assets to €1,089 million, and a €57 million reduction in noncurrent liabilities to €517 million. Furthermore, the expected value of the payment obligation to Statoil in connection with the development of the Aasta Hansteen field was reduced by €10 million to zero. Taking into account a cash-effective adjustment of €4 million, the total purchase price was €961 million. The adjustments led to a total increase of goodwill in the amount of €7 million to €590 million. The goodwill recognized was nearly entirely due to deferred tax liabilities. Along with Gjøa and Vega, Aasta Hansteen with Polarled as its technical link to the European gas distribution network - and Asterix were also classified as businesses according to IFRS 3. Together with the exploration licenses, they were measured in accordance with IFRS 3. The purchase price amounted to $1.25 billion, or €1.0 billion. Furthermore, BASF agreed to pay up to an additional $50 million if the Aasta Hansteen field is developed according to the project plan. _ - On October 31, 2014, BASF completed the acquisition of a 2.5% share in the Brage production field in the Norwegian North Sea from Tullow Oil Norge AS, Oslo, Norway, in the Oil & Gas segment. With this acquisition, BASF increased its investment in Brage to a total of 35.2%. -On December 1, 2014, in its Oil & Gas segment, BASF concluded the acquisition agreed upon with Statoil Petrol- eum AS (Stavanger, Norway) on September 12, 2014, of shares in the Gjøa (5%) and Vega (24.5%) production fields, the Aasta Hansteen development project (24%), the Asterix discovery (19%) and the Polarled pipeline project (13.2%), in addition to four exploration licenses near Aasta Hansteen. In 2014, BASF acquired the following activities: The purchase prices for businesses acquired in 2015 totaled €224 million; as of December 31, 2015, payments made for these amounted to €142 million. The purchase price alloca- tions were carried out in accordance with IFRS 3. The resulting goodwill amounted to €19 million. In the course of the acquisi- tion from TODA, minority interests in the amount of €42 million were recognized, measured at fair value. The purchase price allocations consider all the facts and circumstances prevailing as of the respective dates of acquisition which were known prior to the preparation of the Consolidated Financial State- ments. In accordance with IFRS 3, should further facts and circumstances become known within the 12-month evaluation period, the purchase price allocation will be adjusted accor- dingly. - On April 23, 2015, BASF concluded an agreement with Lanxess Aktiengesellschaft, Cologne, Germany, on the acquisition and use of technologies and patents for the production of high-molecular-weight polyisobutene (HM PIB). The transaction furthermore included the acquisition of selling rights and current assets as well as a manufacturing agreement in which Lanxess will produce HM PIB exclusively for BASF. The activities were allocated to the Performance Chemicals division. 1,148 813 Thereof financial indebtedness 2,152 383 338 455 427 9,133 4,686 2014 2015 Net income Income before taxes and minority interests Income from operations Sales Income statement information Financial information on companies accounted for using the equity method (BASF stake) (in million €) 1,982 2,843 9 11 Other adjustments of income and expense Investments accounted for using the equity method as of the end of the year 275 Million € 283 Noncurrent assets 2,285 Noncurrent liabilities 2,605 4,494 Equity 6,054 7,817 Assets 299 334 Thereof marketable securities, cash and cash equivalents 1,971 1,819 Current assets 3,393 3,791 Thereof property, plant and equipment 4,083 5,998 Balance sheet information % 26 0.3 Asset swap with Gazprom In the first-half and third quarter interim reports for 2015, an agreement was reported with Tellus Petroleum AS, Oslo, Norway, to sell shares in several fields and exploration licenses on the Norwegian continental shelf. On December 22, 2015, BASF complied with the request from Tellus Petroleum to release it from its obligation arising from the purchase contract, announced on June 18, 2015. The disposal group created for this planned transaction was dissolved. On November 1, 2015, BASF divested its global paper hydrous kaolin business to Imerys Kaolin, Inc., Roswell, Georgia, as announced on June 8, 2015. The divestiture included the kaolin processing production site in Wilkinson County, Georgia. For a limited period of time, BASF will take care of the order production for the paper hydrous kaolin business on behalf of Imerys, in order to smooth the transfer for the customers. The activities at BASF had been allocated to the Performance Chemicals division. - On September 30, 2015, BASF concluded the agreed-upon sale of portions of its pharmaceutical ingredients and services business to Siegfried Holding AG, based in Zofingen, Switzerland. This involved the custom synthesis business and parts of the active pharmaceutical ingredients portfolio. The transaction comprised the divestiture of the production sites in Minden, Germany; Evionnaz, Switzerland; and Saint-Vulbas, France. At BASF, the activities had been allocated to the Nutrition & Health division. - Effective July 1, 2015, BASF sold its 25% share in Solvin to its partner, Solvay. Solvin was established in 1999 by Solvay and BASF for the production of polyvinylchloride (PVC). At BASF, the SolVin investment and the income associated with it had been allocated to the Monomers division. - On June 30, 2015, BASF concluded the divestiture announced on October 16, 2014, of its global textile chemi- cals business to Archroma Textiles S.à r.l., Luxembourg. The portfolio comprised products for pretreatment, printing and coating. The transaction furthermore involved the transfer of the subsidiary BASF Pakistan (Private) Ltd., based in Karachi, Pakistan, completed in the third quarter of 2015. The textile chemicals business had been part of the Performance Chemicals division. - On March 31, 2015, BASF sold its white expandable poly- styrene (EPS) business in North and South America to Alpek S.A.B. de C.V., Monterrey, Mexico. The sale comprised customer lists and current assets in addition to production facilities in Canada, Brazil, Argentina and the United States. The disposed activities had been part of BASF's Perfor- mance Materials division. The shares in Aislapol S.A., based in Santiago de Chile, Chile, were also sold. Polioles, a joint venture accounted for using the equity method, transferred its white EPS business to Alpek. In 2015, BASF divested the following activities: Divestitures 1.2 841 963 0.1 97 146 Payments related to acquisitions Total equity and liabilities Thereof financial indebtedness 1.4 218 0.7 In its Oil & Gas segment, BASF concluded the swap of assets of equal value with Gazprom on September 30, 2015, with retroactive economic effect to April 1, 2013. As a result of the transaction, BASF received an economic share of 25.01% in blocks IV and V of the Achimov formation of the Urengoy natural gas and condensate field in western Siberia. According to the development plan originally confirmed by Russian authorities, blocks IV and V have total hydrocarbon resources of 274 billion cubic meters of natural gas and 74 million metric tons of condensate. As these figures are still undergoing review, new findings may give rise to adjustments. Production is scheduled to start up in 2018. 95 178 Notes - Policies and scope of consolidation 284 Cash and cash equivalents 261 Other receivables and miscellaneous assets 569 328 Positive fair values of derivatives Accounts receivable, trade 710 1,157 192 Sep. 30, 2015 Inventories Property, plant and equipment Expenses arose from environmental protection and safety measures, demolition and removal, and planning expens- es related to capital expenditures that are not subject to mandatory capitalization according to IFRS. Expenses for demolition, removal and project planning totaled €376 million in 2015 and €286 million in 2014. These especially pertained to the Ludwigshafen site in both years. Further expenses of €37 million in 2015 and €19 million in 2014 were due to additional environmental provisions. In both years, these pri- marily concerned several discontinued sites in North America and Switzerland. Assets and liabilities retired as part of the asset swap with Gazprom (Wintershall Noordzee B.V. included at 100%) (in million €) The following table shows the balance sheet values of the assets and liabilities that went to Gazprom as a result of the swap, taking into account 100% of the balance sheet values of Wintershall Noordzee B.V., as of the point of transfer from full consolidation to the equity method: As a result of the disposal of its 50% share in Wintershall Noordzee B.V., BASF no longer exerts control over the company alone, but rather shares joint control with Gazprom. In accordance with IFRS 10, Wintershall Noordzee B.V. was reclassified in the Consolidated Financial Statements from a fully consolidated company to a joint venture accounted for using the equity method from this point in time. In return, BASF transferred its shares in the previously jointly run natural gas trading and storage business to Gazprom. This included the 50.02% shares in the following: the natural gas trading company WINGAS GmbH, Kassel, Germany; the stor- age company astora GmbH & Co. KG, Kassel, Germany, which operates natural gas storage facilities in Rehden and Jemgum, Germany; and WINGAS Holding GmbH, Kassel, Germany, including its share in the natural gas storage facility in Haidach, Austria. BASF also transferred its 50% share in each of the natural gas trading companies Wintershall Erdgas Handelshaus GmbH & Co. KG, Berlin, Germany, and Wintershall Erdgas Handelshaus Zug AG, Zug, Switzerland. Gazprom furthermore became a 50% shareholder in Winter- shall Noordzee B.V. in Rijswijk, Netherlands, which is active in the exploration and production of natural gas and crude oil deposits in the North Sea. Because the transaction is economically retroactive to April 1, 2013, BASF will pay Gazprom a cash compensation estimated to total €50 million. BASF Report 2015 Consolidated Financial Statements 840 Current liabilities 2.3 1.8 67 0.5 9 Current assets Noncurrent assets Other noncurrent assets Financial assets Property, plant and equipment 4.3 1,001 0.3 72 2.3 109 1.5 62 7.7 623 169 Thereof financial indebtedness 0.4 4.1 621 (0.2) (40) Noncurrent liabilities 0.0 2 0.1 42 Equity 2.5 1,804 0.3 243 Total assets Thereof cash and cash equivalents 0.0 4 0.3 74 1,800 91 133 3,027 1,083 1,072 (985) 6,248 Assets 12,823 14,232 13,341 8,435 12,373 9,632 70,836 Thereof goodwill 58 2,201 2,326 2,048 1,660 70 8,363 other intangible assets 1,340 2,131 Income from operations 77,876 14,670 2,823 15,648 Intersegmental transfers 5,300 463 Sales including intersegmental transfers 19,970 16,111 18,523 873 19,396 155 5,820 28 Other BASF Group 2,790 70,449 766 (3) 7,427 5,848 13,764 2,787 Oil & Gas 12,998 1,428 1,607 342 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2015 1,464 1,050 (75) (115) 1,539 (519) (168) 2,058 The reconciliation reporting Oil & Gas reconciles the income from operations in the Oil & Gas segment with the contribution of the segment to the net income of the BASF Group. 1,333 267 246 (6) 1,688 1,072 2014 2015 1,181 9,632 9,829 124 Income from operations declined due to lower oil and gas prices, and the currency-related decrease in earnings contributions from BASF's share in the Yuzhno Russkoye natural gas field. Impairments for exploration and production licenses dampened earnings by €609 million in 2015 and €230 million in 2014. 1,165 50% share in Wintershall Noordzee B.V., Rijswijk, Netherlands, was no longer included in the income from operations in the fourth quarter of 2015. 1,030 38 In 2015, the asset swap with Gazprom led to income in the amount of €314 million. In 2014, the sale of oil and gas invest- ments in the North Sea to the MOL Group resulted in income of €132 million. As a result of the asset swap with Gazprom on September 30, 2015, the share of earnings from the exited natural gas trading and storage business as well as from the property, plant and equipment 7,933 4,958 3,645 1,488 6,421 815 25,260 investments accounted for using 4,174 Agri- cultural Solutions Functional Mate- rials & Solutions mance Products Chemicals Perfor- Segments 2015 (in million €) Significantly lower earnings contributions from Norway, due in part to the impairments recognized there as well as to currency effects, led to a considerable decline in income tax and the tax rate. Other income in the oil and gas business relates to income and expenses not included in the segment's income from operations, interest result and other financial result. As in the previous year, other income largely consisted of currency effects from Group loans. Sales Income from shareholdings in the Oil & Gas segment decreased significantly. This was due to the sale of VNG - Verbundnetz Gas AG, Leipzig, Germany, to EWE AG in 2014. Personnel expenses increased by 8.2%, from €9,224 million in 2014 to €9,982 million in 2015, largely owing to currency effects. The rise was also due in part to wage and salary increases as well as expenses for the anniversary bonus to employees and the long-term incentive (LTI) program. Minority interests in profits Minority interests in losses Total 2015 The number of employees was 112,435 on December 31, 2015 and 113,292 employees on December 31, 2014. The average number of employees was distributed over the regions as follows: Average number of employees Personnel expenses 2014 Number of employees 13 Personnel expenses and employees 314 sales volumes and more favorable procurement conditions in the natural gas trading business. Lower minority interests in profits arose in 2015 mainly at BASF Total Petrochemicals LLC, Port Arthur, Texas, due to reduced prices. Higher minority interests in profits com- pared with the previous year were mainly reported at WINGAS GmbH, Kassel, Germany, as a result of greater 337 (37) (29) 374 343 2014 2015 2015 Minority interests in losses in 2015 arose particularly at Shanghai BASF Polyurethane Company Ltd., Shanghai, China, due to margin pressure from declining sales prices. In the previous year, companies active in natural gas trading were the main contributors to minority interests in losses. For more information on minority interests in consolidated companies, see Note 21 on page 199 2014 7,557 70,922 Million € South America, Africa, Middle East 560 658 Thereof for pension benefits 16,885 17,428 Asia Pacific 1,844 2,039 Europe expenses for pensions and assistance 17,342 North America Social security contributions and 52,726 52,987 Thereof Germany 7,380 7,943 Wages and salaries 71,128 16,980 Consolidated Financial Statements Notes Notes on balance sheet 164 BASF Report 2015 3,420 346 3,381 256 597 439 2,193 1,791 (40) (25) (87) (62) Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant deviations between fair values and the values in the tax accounts. This leads primarily to deferred tax liabilities. Thereof current Valuation allowances for deferred tax assets Thereof for tax loss carryforwards 146 (3,160) (2,873) (3,160) (2,873) Netting 107 155 7,651 Other Total 12 Minority interests Undistributed earnings of subsidiaries resulted in temporary differences of €9,241 million in 2015 (2014: €7,472 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for indefinite periods of time. The regional distribution of tax loss carryforwards is as follows: 348 246 2,303 2,491 Total 348 246 2,302 2,490 Foreign Tax loss carryforwards 1 Germany 2014 Deferred tax assets 2015 2014 2015 Tax obligations primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. Tax obligations amounted to €1,082 million in 2015 (2014: €1,079 million). Tax obligations Tax loss carryforwards exist in all regions, especially in Europe and Asia. German tax losses may be carried forward indefinitely. In foreign countries, tax loss carryforwards are in some cases only possible for a limited period of time. The bulk of the tax loss carryforwards will expire in Europe by 2018 and in Asia by 2020. No deferred tax assets were recognized for tax loss carryforwards of €1,767 million in 2015 (2014: €1,441 million). Tax loss carryforwards Tax loss carryforwards (in million €) 1 Personnel expenses Consolidated Financial Statements Notes Notes on balance sheet 9,224 Additions 56 23 11 45 135 Additions from acquisitions (49) 47 32 19 136 Disposals (94) (43) (137) 38 (1) (53) 5 intangible assets 271 Other rights and values¹ Goodwill Total Balance as of January 1, 2015 4,014 1,410 2,000 86 674 8,141 16,325 Changes in scope of consolidation (7) production technologies (147) (577) 91 450 8,500 16,373 Accumulated amortization Balance as of 1,951 January 1, 2015 379 809 59 232 Changes in scope of consolidation 3 1,879 1,318 4,063 December 31, 2015 Transfers (2) (167) 34 1 (170) (24) (328) Exchange differences 93 388 62 46 17 513 731 Balance as of (149) licenses and trademarks similar rights generated able changes in the assumptions would lead to an impairment. An increase of 0.5% in the cost of capital rate would result in impairments amounting to €163 million; a 10% decrease in income from operations of the last detailed planning year - used as the basis for the terminal value - would result in impairments of €143 million. In 2015, the recoverable amount of Catalysts (excluding battery materials) exceeded the carrying amount by €708 mil- lion. The weighted average cost of capital rate after taxes used for the impairment testing of this unit was 7.66% (2014: 7.75%). The recoverable value of the unit would equal the carrying amount if the cost of capital rate increased by 0.73 percentage points or if income from operations of the last detailed planning year - as the basis for the terminal value - were 14.52% lower. For impairment testing in the Exploration & Production business sector in the Oil & Gas segment, assumptions regar- ding expected price development were adjusted to reflect the current oil price development. BASF now assumes an average oil price of $40 per barrel (Brent) in 2016, and expects this to rise again in subsequent years to over $100 per barrel (Brent) in determining the terminal value. The revised assumptions resulted in an impairment of goodwill for Exploration & Produc- tion in the amount of €137 million. The recoverable amount corresponds to the value in use of the unit, amounting to €8,746 million as of December 31, 2015. A decrease of $10 per barrel of Brent crude in the average oil price assumption would reduce income from operations by roughly €200 million each year. Such a reduction over the entire planning period would lead to an impairment of €1 billion in the Exploration & Production cash-generating unit. Irrespective of the price of oil, an increase in the cost of capital rate by 0.5% would lead to an additional impairment of €526 million. Impairments may be allocated to intangible assets, goodwill and property, plant and equipment depending on the nature, timing and size of changes in the individual parameters. Goodwill of cash-generating units (in million €) 2015 2014 Cash-generating unit Crop Protection division The weighted average cost of capital rate after taxes used for impairment testing for Pigments was 6.07% (2014: 6.64%). In 2015, the recoverable amount of this unit exceeded the carrying amount by €15 million, so that even slightly unfavor- Exploration & Production in the Oil & Gas segment Construction Chemicals division Personal care ingredients in the Care Chemicals division Pigments in the Dispersions & Pigments division Other cash-generating units Goodwill as of December 31 Goodwill Growth rate¹ Catalysts division (excluding battery materials) In the 2015 business year, the recoverable amount of the Construction Chemicals unit exceeded the carrying amount by around €397 million. Earnings in the Construction Chemicals division are influenced by the growth of the construction industry. The weighted average cost of capital rate after taxes used for impairment testing was 7.67% (2014: 7.76%). The recoverable amount would equal the unit's carrying amount if the cost of capital rate increased by 0.96 percentage points (2014: by 0.5 percentage points) or if income from operations of the last detailed planning year. - as the basis for the terminal value were lower by 16.65% (2014: by 9.10%). In determining the value in use for the great majority of cash-generating units, BASF generally anticipates that a rea- sonably possible deviation from the key assumptions will not lead to the carrying amount of the units exceeding their respective recoverable amounts. For the goodwill of the Construction Chemicals division and the cash-generating units Pigments (in the Dispersions & Pigments division), Catalysts (excluding battery materials), and Exploration & Production (in the Oil & Gas segment), this is not the case. peer group as well as the average tax rate of each cash- generating unit. Impairment tests were conducted assuming a weighted average cost of capital rate after taxes between 6.04% and 7.67% (2014: between 6.60% and 7.76%). This represents a weighted average cost of capital rate before taxes between 7.77% and 10.81% (2014: between 8.19% and 10.30%). For the Exploration & Production business sector in the Oil & Gas segment, a cost of capital rate after taxes of 10.93% (2014: 9.46%) or before taxes of 16.66% (2014: 17.72%) was applied, taking country-specific risks into account. BASF Group 113,249 112,644 Thereof apprentices and trainees temporary staff 2,942 2,884 2,574 2,596 14 Intangible assets Employees from joint operations are included in the average number of employees relative to BASF's share in the company. On average 398 employees worked for joint operations in 2015 (2014: 376 employees). The goodwill of BASF is allocated to 21 cash-generating units (2014: 23), which are defined either on the basis of business units or on a higher level. Annual impairment testing took place in the fourth quarter of the year on the basis of the cash-generating units. Recov- erable amounts were determined in each case using the value in use. This was done using plans approved by company management and their respective cash flows, generally for the next five years. For the time period after the fifth year, a termi- nal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. The planning is based on experience, current performance and manage- ment's best possible estimates on the future development of individual parameters, such as raw material prices and profit margins. The oil price is also among the main input parameters that provide the basis for the forecast of cash inflows in the current financial plans. Market assumptions regarding, for example, economic development and market growth are included based on external macroeconomic sources as well as sources specific to the industry. The weighted average cost of capital rate after tax required for impairment testing is determined using the Capital Asset Pricing Model. It comprises a risk-free rate, a market risk pre- mium, and a spread for credit risk based on the respective industry-specific peer group. The calculation also takes into account capital structure and the beta factor of the respective 189 190 BASF Report 2015 Goodwill 2,048 2.0% 1,931 1,523 0.0-2.0% 1,444 0.0-2.0% 8,363 8,141 1 Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 BASF Report 2015 Development of intangible assets 2015 (in million €) Cost Consolidated Financial Statements Notes Notes on balance sheet Know-how, Internally Distribution, supply and Product rights, patents and 2.0% 9,982 450 484 Growth rate¹ 2.0% 1,660 (2.0%) 1,765 (2.0%) 1,411 2.0% 1,360 2.0% 700 1.5% 675 1.5% 537 2.0% 516 2.0% 2.0% Personnel expenses (in million €) Additions to property, plant and equipment from investment projects in 2014 amounted to €5,368 million. Significant investments particularly concerned the construction of a TDI complex in Ludwigshafen, Germany; a production complex for acrylic acid and superabsorbents in Camaçari, Brazil; an MDI plant in Chongqing, China; and oil and gas production facilities and wells in Europe and South America. Investments for expansion purposes were particularly made at the sites in Ludwigshafen, Germany; Antwerp, Belgium; Geismar, Loui- siana; and Freeport, Texas. Property, plant and equipment rose by €1,001 million primarily from the acquisition of assets from Statoil, Stavanger, Norway. Transfers 3,096 Changes in scope of consolidation 15 15 Additions 338 55 158 20 76 265 647 (73) (109) (82) (4) (106) (374) Transfers 15 (20) (5) Exchange differences Disposals (65) 43 429 (192) 44 Exchange differences (362) 58 57 1 34 610 398 Balance as of 695 December 31, 2014 1,410 2,000 86 674 8,141 16,325 Accumulated amortization Balance as of January 1, 2014 1,664 4,014 4 23 17 193 Notes Notes on balance sheet Machinery and technical equipment included oil and gas deposits, such as related wells, production facilities and further infrastructure, which were depreciated according to the unit of production method. Development of property, plant and equipment 2015 (in million €) Thereof depre- Cost Land, land rights and buildings Machinery and technical equipment ciation accor- ding to the unit Consolidated Financial Statements of production method equipment and Construction in fixtures progress Total Balance as of January 1, 2015 9,635 43,410 5,729 3,688 7,681 64,414 Miscellaneous 15 Property, plant and equipment BASF Report 2015 In 2014, transfers included a write-up of €5 million. (21) Balance as of December 31, 2014 1,879 379 809 59 232 3,358 Net carrying amount as of December 31, 2014 2,135 1,031 1,191 27 442 8,141 12,967 1 Including licenses to such rights and values Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2014, their acqui- sition costs amounted to €916 million and accumulated amor- tization to €235 million; amortization in 2014 amounted to €52 million. In connection with the acquisition of assets from Statoil, Stavanger, Norway, €704 million was added to intangible assets in 2014. Of this amount, €121 million pertained to exploration rights and licenses and €583 million to goodwill. Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €579 million in 2014 authorize the exploration and production of oil and gas in certain areas. Some of these rights entail obligations to deliver a portion of the production output to local companies. At the end of the term of a concession, the rights are returned. In other rights and values, the line item transfers includes additions and fair value adjustments of emission rights recog- nized directly in equity as of the balance sheet date. Disposals were largely attributable to the sale of selected oil and gas investments in the North Sea to the Hungarian MOL Group. Impairments of €56 million were recognized in 2014. Due to the weak development of the coal mining business in China, impairments of €40 million relating to distribution, supply and similar rights were recognized in the Construction Chemicals division. The recoverable amount equals the value in use, amounting to €10 million. The value in use was determined using a weighted average cost of capital rate before taxes of 11.02%. (12) 1 247 Transfers 102 Balance as of December 31, 2015 2,160 411 865 67 196 137 3,836 Net carrying amount as (7) of December 31, 2015 907 1,086 24 24 254 8,363 12,537 1 Including licenses to such rights and values Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2015, their acquisition costs amounted to €835 million and accumulated amortization to €246 million; amortization in 2015 amounted to €41 million. Additions from acquisitions amounted to €136 million in 2015. Significant acquisitions concerned the purchase of a 66% share in a company to which TODA KOGYO CORP., Hiroshima, Japan, contributed its business, and the purchase of the polyurethane (PU) business from Polioles, S.A. de C.V., Lerma, Mexico. In connection with these transactions, addi- tions to intangible assets amounted to €87 million. Moreover, BASF concluded an agreement with Lanxess on the acqui- sition and use of technologies and patents for the production of high-molecular-weight polyisobutene (HM PIB), which added €23 million to intangible assets. Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €480 million in 2015 authorize the exploration and production of oil and gas in certain areas. At the end of the term of a concession, the rights are returned. Aside from transfers to property, plant and equipment, transfers in 2015 included €54 million from the subsequent adjustments of the purchase price allocation for the acquisition of assets from Statoil. 1,903 (389) 801 137 Tax loss carryforwards (38) Additions 302 71 193 14 Disposals (92) (43) (125) (6) (123) Transfers (1) 8 Exchange differences 68 5 18 =S= 3,358 (1) (36) 84 Other rights and values under transfers also included derecognitions of €153 million resulting from the change in accounting to the net method for emission right certificates granted free of charge in 2015. Disposals of €17 million were attributable to the asset swap with Gazprom. Changes in scope of consolidation Related to this, goodwill of €173 million was derecog- nized, €32 million of which was reported under transfers. In 2015, additions to accumulated amortization included write-ups of €2 million. 6,936 15,420 Changes in scope of consolidation 15 15 Additions 29 38 12 104 856 184 109 623 732 Disposals (73) (153) (82) (4) (128) (28) (468) Additions from acquisitions 77 1,984 1,366 191 192 Consolidated Financial Statements Notes Notes on balance sheet Development of intangible assets 2014 (in million €) Cost BASF Report 2015 Know-how, Internally Distribution, supply and Product rights, patents and generated licenses and similar rights trademarks production technologies intangible assets Other rights and values¹ Goodwill Total Balance as of January 1, 2014 4,201 In 2015, additions to accumulated amortization included impairments of €205 million. These primarily concerned the Oil & Gas segment. The revised assumptions for oil and gas prices led to €137 million in goodwill impairments as well as €27 million in impairments on a license in Norway. Further- more, under the category know-how, patents and production technologies, a once-advantageous supply contract of €36 million in the Functional Materials & Solutions segment was fully impaired due to lower market prices. (2,919) (32) 4 Transfers (1,486) (173) (141) (19) (1,063) (109) Disposals 1,001 577 424 320 Additions from acquisitions 3,493 240 771 1,280 355 Additions 15 3 11 1 Changes in scope of consolidation 5,368 57,190 1,517 176 37,961 200 2,558 2,595 30,112 5,091 Balance as of January 1, 2014 Accumulated depreciation 64,414 7,681 3.688 180 5,729 9,635 Balance as of December 31, 2014 2,316 324 115 133 1,544 333 Exchange differences 10 (2,003) 43,410 5,463 3,295 4,664 3,145 12,840 5,074 Net carrying amount as of December 31, 2015 41,974 220 3,152 2,827 32,965 5,637 Balance as of December 31, 2015 1,064 1,163 64 126 999 102 Exchange differences (733) 19 176 (595) (935) 7 (2) 6,282 25,260 Additions to property, plant and equipment arising from investment projects amounted to €5,651 million in 2015. Significant investments were primarily related to the construction of a TDI complex in Ludwigshafen, Germany; a production complex for acrylic acid and superabsorbents in Camaçari, Brazil; and an MDI plant in Chongqing, China. Each of these began operations either fully or partly in 2015. Further significant investments included the construction of an inte- grated aroma ingredients complex in Kuantan, Malaysia, and oil and gas production facilities and wells in Europe and South America. Investments for expansion purposes were particu- larly made at the sites in Ludwigshafen, Germany; Freeport, Texas; Geismar, Louisiana; and Antwerp, Belgium. Govern- ment grants of €10 million related to tangible assets were deducted. Due to acquisitions, property, plant and equip- ment rose by €91 million primarily from the acquisition of BASF TODA Battery Materials LLC, Tokyo, Japan. 39,697 8,735 Balance as of January 1, 2014 Total progress fixtures equipment and Construction in of production method technical equipment buildings Miscellaneous ciation accor- ding to the unit Land, land Machinery and rights and BASF Report 2015 Thereof depre- Cost Development of property, plant and equipment 2014 (in million €) Notes Notes on balance sheet Consolidated Financial Statements 194 Exchange differences arose particularly from the appreciation of the U.S. dollar relative to the euro. Disposals of property, plant and equipment were primarily attributable to the asset swap with Gazprom and related primarily to the transferred natural gas trading and storage business. Furthermore, BASF's share in Wintershall Noord- zee B.V., Rijswijk, Netherlands, was reduced to 50%. With this loss of control, the company was reclassified as an investment accounted for using the equity method. 50% of the property, plant and equipment was reported in disposals and the remaining 50% in transfers. For more information on oil price sensitivity and property, plant and equipment, see Note 14 from page 189 onward €1,338 million. The weighted average cost of capital rate before taxes used ranged between 9.13% and 88.83%. The high cost of capital rates were due to the special income tax for the oil and gas industry in Norway. The recoverable amount for impaired property, plant and equipment equals their value in use. In 2015, additions to accumulated depreciation con- tained write-ups of €5 million. In 2015, impairments of €485 million were included in accumulated depreciation. Of this amount, €336 million pertained to impairments on oil and gas fields in Norway, Libya and Germany in the Oil & Gas segment. These impairments arose particularly from the ongoing low oil and gas price level and the resulting revision of planning assumptions. These fields were written down to their recoverable amount, totaling Changes in scope of consolidation 2 8 2 216 1,332 245 94 367 2,009 Balance as of December 31, 2015 10,711 45,805 5,972 4,216 Exchange differences 6,502 Accumulated depreciation Balance as of January 1, 2015 5,391 32,463 3,203 2,774 290 40,918 Changes in scope of consolidation (36) (19) 67,234 (864) (4,518) 391 (40) Additions 396 1,474 492 226 3,555 5,651 Additions from acquisitions 25 46 1 19 91 Disposals (263) (2,974) (977) (184) (606) (4,027) Transfers 734 2,529 483 (55) (12) Additions 2,707 99 1,144 130 Exchange differences 8 4 42 (38) Transfers (1,190) (22) 79 (136) (939) (93) Disposals 2,770 104 229 528 2,176 261 Additions 12 (19) 4 1,357 Balance as of December 31, 2014 959 303 261 3,600 Disposals (156) (2,250) (866) In 2014, transfers included a write-up of €3 million. Disposals of property, plant and equipment were largely attributable to the sale of selected oil and gas investments in the North Sea to the Hungarian MOL Group. €44 million. Furthermore, impairments of €94 million were recognized on oil and gas fields in Norway and Germany. The oil and gas fields were written down to their recoverable amount of €554 million. The recoverable amounts for the indi- vidual oil and gas fields were calculated using a weighted average cost of capital rate before taxes ranging between 8.46% and 73.56%. The high cost of capital rates were due to the special income tax for the oil and gas industry in Norway. A plant in the Chemicals segment was written down to its recoverable amount of €31 million, requiring the recognition of an impairment in the amount of €27 million. The weighted average cost of capital rate before taxes used was 9.38%. The recoverable amount for impairments was determined on the basis of value in use. In 2014, the impairments of €298 million recognized under accumulated depreciation primarily concerned the Oil & Gas segment. They resulted mainly from the complete write- down of property, plant and equipment from projects for the development of a gas field in Qatar in the amount of €81 million as well as an oilfield in the United Kingdom in the amount of 23,496 7,391 914 2,526 10,947 4,244 Net carrying amount as of December 31, 2014 40,918 290 2,774 3,203 32,463 5,391 329 152 (165) 1,574 (151) (196) Net interest expense from underfunded pension plans and similar obligations Net interest expense from other long-term personnel obligations Interest compounding on other noncurrent liabilities Miscellaneous financial expenses Other financial expenses Financial result (2) (18) Write-downs on/losses from the disposal of securities and loans 158 152 Other financial income Miscellaneous financial income Income from the capitalization of borrowing costs 156 149 2 3 Net interest income from overfunded pension plans and similar obligations (711) (638) Interest expenses Interest income 207 213 Interest and dividend income from securities and loans 29 29 Interest income from cash and cash equivalents 178 184 (25) (3) (22) (68) (75) Foreign income tax 528 514 Corporate income tax, solidarity surcharge and trade taxes (Germany) 1,645 1,610 Current tax expense 2014 2015 Million € 187 Consolidated Financial Statements Notes Notes on statement of income Tax expense BASF Report 2015 (71) been enacted in the previous year, the 30% rate used to calcu- late deferred taxes for German Group companies remained unchanged in 2015. The profits of foreign Group companies are assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. Income taxes 11 Miscellaneous financial expenses in 2015 predomi- nantly included hedging costs from the hedging of loans in U.S. dollars. In addition to expenses for hedging loans in U.S. dollars, the previous year had included an expense of €42 million for the market valuation of options for the disposal of shares in Styrolution. Effective as of November 17, 2014, BASF sold its share in Styrolution to the INEOS Group. result of the startup of major investment projects, particularly the TDI complex in Ludwigshafen, Germany; the production complex for acrylic acid and superabsorbents in Camaçari, Brazil; the MDI plant in Chongqing, China; and oil and gas production facilities. Compared with the previous year, income from the capitalization of borrowing costs slightly decreased as a The net interest expense from underfunded pension plans and similar obligations increased compared with the previous year, mainly as a result of the higher defined benefit obligation as of December 31, 2014. The interest result improved by €79 million compared with the previous year. This was primarily attributable to lower interest expenses as a result of more favorable refinancing conditions. Income from shareholdings was €269 million lower in 2015 than in the previous year. In 2014, higher income from the disposal of shareholdings was reported, particularly €220 million from the disposal of the share in VNG Verbundnetz Gas AG, Leipzig, Germany. (423) (700) (355) (436) (105) (151) In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon is levied on all paid out and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax that varies depending on the municipality in which the company is represented. Due to an increase in the rate of assessment for Ludwigshafen, Germany, the weighted average trade tax rate was 14.1% in 2015 (2014: 13.4%). As the increase had already (16) (55) (9) (35) Thereof joint ventures (10) (24) Other adjustments of income and expense 196 250 associated companies 25 Thereof joint ventures 283 275 Proportional net income 2014 (19) 2015 The decline in income from companies accounted for using the equity method was predominantly the result of an impairment at Wintershall Noordzee B.V., Rijswijk, Nether- lands. The reduction was partly alleviated by higher earnings contributions from other shareholdings, particularly OAO Sever- neftegazprom, Krasnoselkup, Russia, and BASF-YPC Com- pany Ltd., Nanjing, China. 87 The previous year had included strike-related expenses in connection with the construction of the acrylic acid and super- absorbent production complex in Camaçari, Brazil, in the amount of €16 million. Furthermore, in both years, expenses arose from the implementation of further projects, REACH, and the provision of services. Other expenses included expenses of €121 million for BASF's 150th anniversary. Losses from the disposal of fixed assets and divestitures in 2015 mainly stemmed from the sale of the global paper hydrous kaolin business to Imerys Kaolin, Inc., Roswell, Georgia. Losses in 2014 arose predominantly from losses of €9 million in connection with the disposal of the Brattvåg site in Norway in the Nutrition & Health division. Expenses from foreign-currency and hedging transactions as well as from the measurement of LTI options were related to foreign currency translations of receivables and payables as well as changes in the fair value of currency derivatives and other hedging transactions. Compared with the previous year, higher expenses particularly arose from the appreciation of the U.S. dollar against various currencies. In 2015, there was also an expense for the long-term incentive (LTI) program of €53 million. In 2014, an expense of €25 million was recognized for newly issued LTI options at the end of the year. For more information, see Note 7 from page 183 onward Costs from miscellaneous revenue-generating activities concerned the respective item presented in other operating income. Amortization, depreciation and impairments of intangible assets and property, plant and equipment arose from impairments in the Oil & Gas segment in the amount of €500 million in 2015 and €230 million in 2014. Further impair- ments of €57 million concerned the Functional Materials & Solutions segment in 2015 (2014: €42 million). Impairments of €53 million were recognized the Performance Products segment in 2015. Impairments in the Chemicals segment amounted to €18 million in 2015 and €33 million in 2014. 185 Consolidated Financial Statements Notes - Notes on statement of income BASF Report 2015 (348) 177 Million € 1,231 associated companies 9 (16) 303 80 1 5 2 Expenses from other shareholdings Write-downs on/losses from the sale of shareholdings Losses from loss transfer agreements Income from other shareholdings Income from tax allocation to participating interests Income from profit transfer agreements Income from the disposal of shareholdings 245 11 31 47 Dividends and similar income Million € 2014 2015 BASF Report 2015 10 Financial result Notes Notes on statement of income Consolidated Financial Statements 186 The Oil & Gas segment contributed €106 million to income from companies accounted for using the equity method. Especially contributing to this total were OAO Severnefte- gazprom, Krasnoselkup, Russia; Nord Stream AG, Zug, Switzerland; and GASCADE Gastransport GmbH, Kassel, Germany. Further significant earnings contributions were made by shareholdings in BASF-YPC Company Ltd., Nanjing, China; Lucura Versicherungs AG, Ludwigshafen am Rhein, Germany; and BASF SONATRACH Propanchem S.A., Tarragona, Spain. 273 251 Income from companies accounted for using the equity method 52 1,244 9 Income from companies accounted for using the equity method (135) Deferred tax assets and liabilities (in million €) Deferred taxes Notes Notes on statement of income Consolidated Financial Statements 188 Nondeductible expenses particularly included an impairment of the goodwill of the Exploration & Production business sector. Future reversals of temporary differences for shares in investments that are assumed to have a planning horizon of one year led to deferred tax income of €28 million in 2015 (2014: €7 million). Gains from the asset swap with Gazprom did not result in tax burdens. The previous year had included higher tax-exempt income in connection with the disposal of investments, especially of the shares in Styrolution and in VNG - Verbundnetz Gas AG, as well as the sale of oil and gas fields in the North Sea to the MOL Group. 23.8 1,711 22.5 1,247 (1.3) (95) 0.2 BASF Report 2015 10 Other (0.1) (7) (0.5) (28) Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests (1.8) (127) (2.4) (135) Taxes for prior years (0.6) (45) (0.7) Income taxes / effective tax rate (38) Deferred tax assets 2015 Taxes for prior years 1,346 Other provisions and liabilities 487 472 2,687 2,410 766 517 294 251 Inventories and accounts receivable 87 106 Deferred tax liabilities 24 Financial assets 3,195 3,322 199 182 Property, plant and equipment 1,747 1,553 119 90 Intangible assets 2014 2015 2014 12 Income after taxes of companies accounted for using the equity method Provisions for pensions 111 2014 2015 Reconciliation of the effective tax rate and the tax rate in Germany Other taxes included real estate taxes and other compara- ble taxes totaling €106 million in 2015 and €96 million in 2014. Changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in expenses of €4 million in 2015 and income of €3 million in 2014. The BASF Group tax rate amounted to 22.5% in 2015 (2014: 23.8%). This lower rate was primarily attributable to lower contributions to income from countries with higher tax rates, especially Norway. Taxes for prior years primarily contained reversals of long-term tax provisions. 1,977 1,549 266 302 1,711 1,247 3 3 Income before taxes and minority interests Other taxes as well as sales and consumption taxes Tax expense From valuation allowances on deferred tax assets 38 7 From changes in the tax rate (41) (59) From changes in tax loss carryforwards / unused tax credits 66 (314) 66 (363) Deferred tax expense (+) / income (-) 1.5 (127) Income taxes Million € 5,548 From changes in temporary differences Million € % Nondeductible expenses (4.9) (1.9) (103) 4.3 Tax-exempt income 12.8 920 4.1 225 Foreign tax-rate differential 3.0 217 (354) 234 % 4.2 7,203 Expected tax based on German corporate income tax (15%) 832 15.0 1,080 239 Solidarity surcharge 0.2 15.0 11 German trade tax 0.2 11 62 Corporation, Shanghai, China Shanghai GaoQiao Petrochemical Shanghai, China, and Sinopec 237 40.00 249 40.00 Total Petrochemicals Inc., Houston, Texas 149 30.00 Shanghai Hua Yi (Group) Company, 40.00 221 Kuala Lumpur, Malaysia Petroliam Nasional Bhd., 36 26.67 26.67 Free float (157) 49.98 (128) Berlin, Germany 30.00 49.981 40.00 35 The minority interests in W & G Beteiligungs-GmbH & Co. KG, Kassel, Germany; WINGAS GmbH, Kassel, Germany; WINGAS Holding GmbH, Kassel, Germany; and WINGAS UK TODA KOGYO CORP., Hiroshima, Japan Shanghai HuaYi Fine Chemical Co., Ltd, Shanghai, China Description of the defined benefit plans The strategy of the BASF Group with regard to financing pension commitments is aligned with country-specific supervisory and tax regulations. Gazprom Germania GmbH, BASF Report 2015 Notes Notes on balance sheet Consolidated Financial Statements 200 199 The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of infla- tion in Germany and in the United Kingdom, as well as the impact of the discount rate on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees, however, led to a reduction in risk with regard to future benefit levels. to cover pension obligations, which are based on actuarial assumptions that may differ from those in IAS 19. Furthermore, there are restrictions in qualitative and quantitative terms relat- ing to parts of the plan assets for the investment in certain asset categories. This could result in fluctuating employer contributions, financing requirements and the assumption of obligations in favor of the pension funds to comply with the regulatory requirements. In some countries especially in Germany, the United Kingdom, Switzerland and Belgium - there are pension obliga- tions subject to government supervision or similar legal restric- tions. For example, there are minimum funding requirements Economic and legal environment of the plans The Group Pension Committee monitors the risks of all pension plans of the Group. In this connection, it issues guidelines regarding the governance and risk management of pension plans, particularly with regard to the funding of the pension plans and the portfolio structure of the existing plan assets. The organization, responsibilities, strategy, implemen- tation and reporting requirements are documented for the units involved. In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. 22 Provisions for pensions and similar obligations Limited, Richmond, England, were eliminated due to the asset swap with Gazprom on September 30, 2015. 1 Equity stake in W & G Transportation Holding GmbH and OPAL Gastransport GmbH & Co. KG: 50.03%; voting rights and portion of earnings: 49.98% 581 629 96 102 35 40.00 49 40.00 39 34.00 71 114 Cash flow hedges Million € 20 Other comprehensive income 28,777 30,120 Retained earnings 534 28,243 29,526 Other retained earnings 594 Legal reserves Dec. 31, 2014 Dec. 31, 2015 Million € In accordance with the resolution of the Annual Shareholders' Meeting on April 30, 2015, BASF SE paid a dividend of €2.80 per share from the retained profit of the 2014 fiscal year. With 918,478,694 shares entitled to dividends, this amounts to a total dividend payout of €2,571,740,343.20. Payment of dividends The acquisition of shares in companies which BASF already controls or includes as a joint arrangement in the Consolidated Financial Statements is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no trans- actions of this type in 2015, as in the previous year. Due to the disposal of the 25% share in Solvin to partner Solvay, of parts of the pharmaceutical ingredient business to Siegfried Holding AG, Zofingen, Switzerland, and the asset swap with Gazprom, an amount of €68 million resulting from the remeasurement of defined benefit plans was transferred from other comprehensive income into retained earnings. Transfers from other retained earnings increased legal reserves by €60 million in 2015 (2014: €46 million). Capital surplus includes effects from BASF's share program, premiums from capital increases and consideration for war- rants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. Reserves and retained earnings BASF SE has only issued fully paid-up registered shares with no par value. There are no preferences or other restrictions. BASF SE does not hold any treasury shares. At the Annual Shareholders' Meeting on May 2, 2014, shareholders authorized the Board of Executive Directors, with the approval of the Supervisory Board, to increase the subscribed capital by issuing new registered shares up to a total of €500 million against cash or contributions in kind through May 1, 2019. The Board of Executive Directors is empowered, following the approval of the Supervisory Board, to decide on the exclusion of shareholders' subscription rights for these new shares in certain predefined cases covered by the enabling resolution. Until now, this option has not been exercised and no new shares have been issued. Authorized capital BASF Report 2015 19 Capital, reserves and retained earnings Notes Notes on balance sheet Germany Consolidated Financial Statements Translation adjustments 49.98 The strong decline in the value of the euro relative to the U.S. dollar in the 2015 business year was the main factor leading to an increase of €911 million in the translation adjust- ment to €652 million. Hedging future cash flows at Nord Stream AG, Zug, Switzerland, a company accounted for using the equity method, resulted in a change of €16 million in 2015 and of minus €29 million in 2014. % Million € Equity stake Equity stake % December 31, 2014 December 31, 2015 Notes Notes on balance sheet Consolidated Financial Statements Total Other BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China BASF TOTAL Petrochemicals LLC, Port Arthur, Texas Shanghai BASF Polyurethane Company Ltd., Shanghai, China Shah Alam, Malaysia BASF PETRONAS Chemicals Sdn. Bhd., Moscow, Russia Gazprom Group, Partner BASF India Ltd., Mumbai, India W & G Transport Holding GmbH, OPAL Gastransport GmbH & Co. KG¹ W & G Beteiligungs-GmbH & Co. KG, WINGAS GmbH, WINGAS Holding GmbH, WINGAS UK Limited WIGA Transport Beteiligungs-GmbH & Co. KG, Group company 21 Minority interests BASF Report 2015 For more information on the remeasurement of defined benefit plans, see Note 22 on page 199 Due to the disposal of the 25% share in Solvin to partner Solvay, parts of the pharmaceutical ingredients and services business to Siegfried Holding AG, Zofingen, Switzerland, and the asset swap with Gazprom, an amount of €68 million result- ing from the remeasurement of defined benefit plans was reclassified from other comprehensive income into retained earnings. Remeasurement of defined benefit plans For more information on cash flow hedge accounting, see Note 27.4 on page 215 The significant decline in the hedging of future cash flows in 2015 was primarily a result of the disposal of the negative fair values of commodity derivatives at WINGAS GmbH, Kassel, Germany, in connection with the asset swap with Gazprom. For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse VVaG, a legally independent funded plan, which is financed by contributions of employees and the employer as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensions- kasse WaG. Some of the benefits financed via the BASF Pensionskasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefits plan at BASF was closed for new employees at German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensionstreu- hand e. V.; at German Group companies, these benefits are almost exclusively financed via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. 3.70 Employees are granted benefits based on defined contribution plans. 2,100 2014 2015 2,000 2014 (1,850) 1,240 Decrease by 0.5 percentage points Increase by 0.5 percentage points 2015 (1,750) 1,120 Projected pension increase Discount rate Sensitivity of the defined benefit obligation as of December 31 (in million €) A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: Sensitivity analysis S1PxA (standard actuarial mortality tables for self-administered plans [SAPS]) BVG 2010 generation Heubeck Richttafeln 2005G (modified) RP-2014 (modified) with MP-2014 generational projection Switzerland United Kingdom Germany United States Actuarial mortality tables (significant countries) as of Dec. 31, 2015 The valuation of the defined benefit obligation is generally made using the most recent actuarial mortality tables as of December 31 of the respective financial year, which in Germany and the United States are derived from the BASF Group population and were last updated for the pension obli- gations in Germany in 2015 and for the pension obligations in the United States in 2014. A Group-wide, uniform procedure is used to determine the discount rates used for the valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an issuing volume of more than 100 million units of the respective currency with a minimum rating of AA- up to AA+ from one of the three rating agencies: Fitch, Moody's, or Standard & Poor's. The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. 3.10 2.90 2.00 1.75 4.40 2.40 1.00 (930) 4.80 (1,070) amounts based on alternative changes in the assumptions as 198 2 (2) (3) 149 196 560 658 274 273 286 385 2014 2015 BASF Report 2015 Expenses for pension benefits (recognized in the financial result) Net interest expenses from underfunded pension plans and similar obligations Net interest income from overfunded pension plans Interest cost for the asset ceiling Expenses for pension benefits (recognized in income from operations) Expenses for defined contribution plans Expenses for defined benefit plans Composition of expenses for pension benefits (in million €) Explanation of the amounts in the statement of income and balance sheet Notes Notes on balance sheet Consolidated Financial Statements 202 201 well as an addition of combined changes in the individual assumptions is not possible. An alternative valuation of the defined benefit obligation was conducted in order to determine how changes in the underlying assumptions would influence the amount of the defined benefit obligation. A linear extrapolation of these United States 3.90 2.40 2014 2015 2014 2015 United Kingdom Switzerland United States Germany Notes Notes on balance sheet Consolidated Financial Statements Projected pension increase Discount rate Assumptions used to determine the defined benefit obligation as of December 31 The valuation of the defined benefit obligation is largely based on the following assumptions: Actuarial assumptions BASF Report 2015 In the case of subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Other countries The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. A part of the workforce received benefit increases depending on service period in connection with a career average plan until December 31, 2015. The BASF Group maintains defined benefit plans in the United Kingdom, which were closed for further increases in benefit from future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. Employees are granted benefits based on a defined contribution plan. United Kingdom The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on assets. The pension plan is accounted for as a defined benefit plan, as the obligatory minimum pension guaranteed by law according to the Swiss law "Berufliche Vorsorge (BVG)" is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligated to make contributions, so that the pension fund is able to grant minimum benefits guaranteed by law. The pen- sion fund is managed by a board, where employer and employees are equally represented, that steers and monitors the benefit plan and assets. Switzerland Additional similar obligations arise from plans which assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans are closed to new entrants since 2007. In addition, the amount of the benefits for such plans is frozen. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level would be based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA. The existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past have been frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. 2015 3.90 2014 2014 2014 2015 2014 2015 2014 2015 2014 2015 United Kingdom Switzerland United States Germany Projected pension increase Discount rate Assumptions used to determine expenses for pension benefits in each business year 2.90 2.90 1.75 1.50 3.70 4.00 1.00 0.80 3.90 4.20 2.40 2.50 2015 197 21 337 Other 10 16 Insurance compensation receivables 4 39 8 33 Receivables from finance leases 656 177 474 130 384 855 194 811 Derivatives with positive fair values Loans and interest receivables Noncurrent Current Noncurrent December 31, 2014 December 31, 2015 Other receivables and miscellaneous assets (in million €) 18 Receivables and miscellaneous assets Current 173 357 88 839 663 Other receivables and assets Other receivables and assets which do not qualify as financial instruments Precious metal trading items Other 29 11 193 Employee receivables 831 62 875 102 Tax refund claims 91 133 Defined benefit assets 238 49 176 61 Prepaid expenses 1,682 1,159 1,049 1,358 Other receivables and assets which qualify as financial instruments Of total inventories, €770 million was measured at net realizable value in 2015 and €1,320 million in 2014. A write-up of inventory was recognized in the amount of €22 million in 2015 and in the amount of €2 million in 2014. Cost of sales included inventories recognized as an expense amounting to €38,199 million in 2015, and €43,841 million in 2014. Work-in-process, finished goods and merchandise are combined into one item due to the production conditions in the chemical industry. Services-in-process primarily relate to services not invoiced as of the balance sheet date. (87) 53 (117) 398 (781) 40 (107) 847 16 4,174 3,245 2014 2015 Other financial assets Other shareholdings Long-term securities Other financial assets (in million €) Net carrying amount as of December 31 Exchange differences Transfers Disposals Additions Changes in scope of consolidation Balance as of January 1 Investments accounted for using the equity method (in million €) 16 Investments accounted for using the equity method and other financial assets Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2015 4,436 933 3,245 December 31, 2014 BASF Report 2015 Consolidated Financial Statements Notes Notes on balance sheet 196 195 11,266 94 69 9,693 8,358 6,680 2,814 December 31, 2014 December 31, 2015 2,944 Inventories Advance payments and services-in-process Work-in-process, finished goods and merchandise Raw materials and factory supplies Million € 17 Inventories The change in other shareholdings resulted from additions of €24 million and disposals of €57 million. Impairments amounted to €47 million. Other shareholdings increased by €26 million as a result of reclassifications and transfers. Cur- rency effects amounted to €12 million. For a detailed overview of income from companies accounted for using the equity method, see Note 9 on page 185 for oil and gas and the resulting revision of planning assump- tions, the share in Wintershall Noordzee B.V. was impaired by €109 million. This amount is also reflected in transfers. The recoverable amount of €291 million corresponds to the value in use of the company, and was determined using the after-tax cash flows from the oil and gas fields in which the company has interests. They were discounted using a cost of capital rate after taxes of 7.8%. In 2014, transfers had included impairments of €25 million. Transfers additionally contains income and dividend distributions from companies accounted for using the equity method. Transfers include €407 million from the first-time use of the equity method to account for Wintershall Noordzee B.V., Rijswijk, Netherlands. As a result of the disposal of its 50% share in Wintershall Noordzee B.V. to Gazprom, BASF no longer exercises control over this company alone but rather shares control with Gazprom. Wintershall Noordzee B.V. must now therefore be accounted for using the equity method in the Consolidated Financial Statements. Due to ongoing low prices Disposals totaling €107 million were primarily attributable to the sale of BASF's 25% share in SolVin to its partner Solvay, effective July 1, 2015. In the previous year, the sale of BASF's share in Styrolution Holding GmbH to the INEOS Group had been primarily responsible for disposals of €781 million. Additions of €847 million to investments accounted for using the equity method were primarily due to the asset swap with Gazprom. As a result, the closed joint stock company Achim Trading in Moscow, Russia, and the limited liability company Achim Development in Novy Urengoy, Russia, were accounted for using the equity method for the first time. 462 78 540 106 526 420 December 31, 2015 66 311 126 In 2015, individual valuation allowances of €18 million were recognized for other receivables. In 2014, individual valuation allowances of €1 million were recognized for other receivables and €1 million were reversed. At BASF, a new comprehensive, global credit insurance program covers trade accounts receivable incurred since January 1, 2015. As part of a global excess of loss policy, an essential part of future bad debts of the BASF Group are insured. There were no compensation claims in 2015. Even in the current economic environment, BASF has not observed any material changes in the credit quality of its receivables. In 2015, individual valuation allowances of €57 million were recognized for accounts receivable, trade, and valuation allowances of €17 million were reversed. In 2014, individual valuation allowances of €65 million were recognized for trade accounts receivable and valuation allow- ances of €23 million were reversed. The changes not recognized in income were primarily related to changes in the scope of consolidation, translation adjustments and derecognition of uncollectible receivables. The changes recognized in income contained individual valuation allowances, group-wise individual valuation allow- ances and valuation allowances due to transfer risks. 445 70 49 48 87 427 108 18 25 1 1 101 337 52 24 47 86 326 2014 income Balance as of December 31, Reversals not recognized in The recognition and reversal of individual valuation allowances for trade accounts receivable and other receiv- ables are recognized in the income statement. Additions not recognized in income Aging analysis of accounts receivable, trade (in million €) Past due less than 30 days 10,722 298 9,814 301 424 265 422 3 136 8 135 4 697 3 435 29 9,465 22 8,822 Valuation allowances December 31, 2014 Gross value Valuation allowances Gross value December 31, 2015 Total Past due more than 90 days Past due between 30 and 89 days Not yet due As of December 31, 2015, there were no material other receivables classified as financial instruments that were overdue and for which no valuation allowance was made. income 2014 recognized in recognized in Reversals Additions Balance as of January 1, 2015 Notes Notes on balance sheet Consolidated Financial Statements Total Other receivables Accounts receivable, trade Valuation allowances for receivables 2015 (in million €) BASF Report 2015 Other receivables and assets which qualify as financial instruments include financial receivables, such as receivables from the sale of assets. The decrease in 2015 was primarily attributable to the settlement of the receivable in the amount of €200 million arising from the sale of Styrolution Holding GmbH. Precious metal trading items primarily comprise physical items and precious metal accounts as well as long positions in precious metals, which are largely hedged through sales or derivatives. In comparison with the previous year, there was a decline particularly relating to the physical items. The increase in other receivables from tax refund claims was largely due to higher income tax receivables as a result of prepayments. Prepaid expenses in 2015 included prepayments of €41 mil- lion related to operating activities compared with €58 million in 2014, as well as €36 million in prepayments for license costs in 2015 compared with €29 million in 2014. At €30 million, prepayments for insurance in 2015 remained at the prior-year level. The increase in noncurrent derivatives with positive fair values was largely attributable to the increase in interest rate and currency swaps. The decrease in current derivatives with positive fair values was mainly due to the disposal of WINGAS GmbH, Kassel, Germany. In connection with this, derivatives with positive fair values amounting to €158 million were derecognized. This was partially offset by increasing fair values of precious metal derivatives. Noncurrent loans and interest receivables in 2015 predomi- nantly included loans granted by WIGA Transport Beteili- gungs-GmbH & Co. KG, Kassel, Germany, to NEL Gastrans- port GmbH, Kassel, Germany, and GASCADE Gastransport GmbH, Kassel, Germany, in the amount of €398 million to finance the pipeline network, as well as loans granted by BASF Belgium Coordination Center Comm. V., Antwerp, Belgium, in the amount of €216 million mainly to finance the business expansion of Asian companies. This item also included receivables in favor of BASF SE from the BASF Pensions- kasse arising from an agreement regarding the granting of profit participation capital in the amount of €80 milion. 4,032 1,498 3,095 1,720 2,350 339 2,046 362 319 income income income Reversals not recognized in Reversals recognized in Additions recognized in Balance as of January 1, Total Other receivables Accounts receivable, trade Valuation allowances for receivables 2014 (in million €) 373 181 52 41 98 445 75 70 19 18 108 298 111 33 41 80 337 2015 income Balance as of December 31, Additions not recognized in income 149 464 The net interest on the defined benefit liability is recognized in the financial result. This results from the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and Pension obligations 2015 2014 Plan assets 2015 Net defined benefit liability 2014 2015 2014 16,029 16,864 11,671 11,394 (4,358) BASF Report 2015 (5,470) 4,131 2,717 2,604 (1,639) (1,527) 2,108 2,019 1,939 1,875 (169) (144) 1,780 1,769 4,356 1,890 Total United Kingdom 397 148 12 37 (22) Other changes 26 (26) Currency effects (175) (164) Net defined benefit liability as of December 31 (6,180) Other (7,222) 133 91 provisions for pensions and similar obligations (6,313) (7,313) 203 204 Consolidated Financial Statements Notes Notes on balance sheet Regional allocation of defined benefit plans as of December 31 (in million €) Germany United States Switzerland Thereof defined benefit assets 1,840 110 71 1 100 100 Cash and cash equivalents Total The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) in addition to corporate and gov- ernment bonds. Government bonds primarily concern bonds from those countries enjoying the highest credit ratings, such as the United States, United Kingdom, Germany and Switzerland. Corporate bonds mainly comprise investment-grade bonds, whereby particular high-yield bonds are also held to a limited extent. In connection with the ongoing monitoring of default risk based on a given risk budget and on the continuous observation of the development of the creditworthiness of issuers, an adjustment of plan asset allocation to a revised market assessment may be made, if necessary. Alternative investments largely comprise investments in private equity, absolute return funds and senior secured loans. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe), which were acquired through private placements with a market value in the amount of €1,072 million as of December 31, 2015, and €1,381 million as of December 31, 2014. For such securities, especially those held by domestic pension plans, there is no active mar- ket. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. With only a few exceptions, there is no active market for plan assets in real estate and alternative investments. On December 31, 2015, plan assets contained securities issued by BASF Group companies with a market value of €11 million in 2015 and €10 million in 2014. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €151 million on December 31, 2015, and €168 million on December 31, 2014. Since 2010 there has been an agreement between BASF SE and BASF Pensionskasse about the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pen- sionskasse. No material transactions beyond this took place between the legally independent pension funds and BASF Group companies in 2015. The funding of the plans was as follows: Current funding situation of the pension plans as of December 31 (in million €) Unfunded pension plans Funded pension plans 1 Total 2014 Defined benefit obligation 2,611 Plan assets Defined benefit obligation Plan assets 2,800 22,250 18,681 22,674 24,861 18,681 25,474 18,252 18,252 2015 13 15 Alternative investments 588 24,861 691 25,474 464 18,681 539 (124) (152) 18,252 (6,180) (7,222) Explanations regarding plan assets The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is oriented towards the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual asset classes is held. Liability-driven investment (LDI) techniques, such as hedg- ing the risk of changes in interest rates and inflation, are used in some pension plans, especially in the U.K. and U.S. plans. Structure of plan assets (in %) 2015 Equities 26 27 Debt instruments 54 55 Thereof for government debtors 15 11 for other debtors 39 44 Real estate 4 4 284 Plan settlements 2014 Effects from acquisitions and divestitures (48) (37) Plan settlements (357) Other changes (65) 3 Currency effects Defined benefit obligation as of December 31 795 628 24,861 25,474 Past service cost In the Netherlands in 2014, pension obligations and plan assets were transferred to an insurance company with discharging effect in connection with a plan settlement. BASF Report 2015 Development of plan assets (in million €) Plan assets as of January 1 Standardized return on plan assets Deviation between actual and standardized return on plan assets Employer contributions Participants' contributions Benefits paid Effects from acquisitions and divestitures Past service cost Plan settlements Other changes Currency effects Plan assets as of December 31 As of December 31, 2015, the weighted average duration of the defined benefit obligation amounted to 15.3 years (previ- ous year: 16.1 years). (313) Effects from acquisitions and divestitures 38 Past service cost benefits paid over the course of the financial year are considered in the determination of net interest. Net interest expense of the respective financial year is based on the discount rate and the defined benefit obligation. at the beginning of the year. The net interest expense from underfunded pensions and similar obligations increased compared with the previous year, mainly as a result of the higher defined benefit obligation as of December 31, 2014. Development of defined benefit obligation (in million €) Defined benefit obligation as of January 1 Current service cost Interest cost Benefits paid Participants' contributions 2015 2014 25,474 20,784 397 301 680 806 (1,006) (959) 53 54 Actuarial gains/losses for adjustments relating to financial assumptions (868) 4,095 (135) 118 experience adjustments (103) Consolidated Financial Statements Notes Notes on balance sheet adjustments relating to demographic assumptions 2014 to plan sponsors. To the extent that these requirements are not met, recognition is not possible due to the necessity of an asset ceiling. Development of the net defined benefit liability (in million €) Net defined benefit liability as of January 1 2015 (7,222) 2014 (3,680) Current service cost (397) (301) Interest cost (680) (806) Interest cost for the asset ceiling (2) Standardized return on plan assets 659 Deviation between actual and standardized return on plan assets (145) 678 Actuarial gains/losses of the defined benefit obligation 1,106 (4,251) Changes in asset ceiling recognized directly in equity 84 Benefits paid by unfunded plans 376 175 2015 Employer contributions Assets from overfunded plans can only be recognized to the extent that it is possible that the existing overfunded plans can be used for the reduction of future contributions or the return 2 (84) 487 2014 17,186 82 487 659 (145) 678 284 397 18,252 54 (630) (784) (165) (36) 53 Development of asset ceiling (in million €) Changes recognized directly in equity in the business year Asset ceiling as of December 31 (379) Interest cost for the asset ceiling Asset ceiling as of January 1 The estimated contribution payments for defined benefit plans for 2016 are €300 million. The standardized return on plan assets is calculated by multi- plying plan assets at the beginning of the year with the dis- count rate used for existing defined benefit obligation at the beginning of the year, taking into account benefit and contribu- tion payments expected to be made during the year. 2015 18,681 Expenses for defined benefit plans increased significantly in comparison with the previous year, as the decline in the discount rate in the course of 2014 led to an increase in the current service cost in 2015. 620 (23) (39) 18,252 Liabilities related to social security 2,463 814 Advances received on orders 447 443 374 171 218 95 148 23 Employee liabilities 147 Liabilities from precious metal trading positions 240 73 1,373 19 47 75 288 Deferred income 1,172 64 22 60 71 Loans and interest liabilities 331 265 303 632 Miscellaneous liabilities 732 43 969 Other liabilities which qualify as financial instruments Miscellaneous liabilities 26 Other liabilities For more information on liabilities arising from leasing contracts, see Note 28 from page 216 onward Secured liabilities (in million €) Liabilities to credit institutions Other liabilities Secured liabilities Dec. 31, 2015 Dec. 31, 2014 24 For more information on financial risks and derivative financial instruments, see Note 27 from page 210 onward 24 50 116 Liabilities to credit institutions were secured primarily with registered land charges. The decline in secured other liabili- ties compared with December 31, 2014, is primarily attribut- able to the disposal of WINGAS GmbH, Kassel, Germany, as part of the asset swap with Gazprom. As in the previous year, there were no secured contingent liabilities in 2015. 25 Other financial obligations The figures listed below are stated at nominal value: Liabilities from finance leases Million € 92 The decline in other liabilities was primarily attributable to the asset swap with Gazprom and largely affected the current negative fair values arising from derivatives as well as non- current loans and interest liabilities. The appreciation of the U.S. dollar relative to the euro further led to a decrease in the negative fair values arising from derivatives. Other liabilities 1,197 73 18 71 163 154 179 265 21 167 10 1,147 426 1,101 383 2,520 869 3,564 Other liabilities which do not qualify as financial instruments Derivative instruments with negative fair values Following year 6 and maturities beyond this year Total Current December 31, 2014 11,366 3,659 1,696 884 833 268 326 9,499 261 167 57 151 160 81 100 74 429 December 31, 2015 Notes Notes on balance sheet Consolidated Financial Statements Bills of exchange Chinese renminbi Argentinian peso Norwegian krone Indian rupee Turkish lira Ukrainian hryvnia Swiss franc Canadian dollar Other currencies Total Maturities of financial indebtedness (in million €) Following year 1 Following year 2 Following year 3 Following year 4 Following year 5 88 Noncurrent 65 166 Other bonds consist primarily of industrial revenue and pollution control bonds of the BASF Corporation group that were used to finance investments in the United States. Both the weighted-average interest rate of these bonds as well as their weighted-average effective interest rate amounted to 1.5% in 2015 and 1.6% in 2014. The average residual term amounted to 210 months as of December 31, 2015 (Decem- ber 31, 2014: 222 months). Liabilities to credit institutions In order to finance the natural gas trading and storage business, a €1,650 million loan was incurred with a 5-year term at an interest rate of 1.08% in the previous year. As a result of higher volumes of loans in emerging countries, the weighted average interest rate on loans increased to 4.9% in 2015 compared with 4.0% in 2014. Unused credit lines BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million as of December 31, 2015 and as of December 31, 2014. 207 Other bonds 208 Notes Notes on balance sheet Other liabilities (in million €) BASF Report 2015 December 31, 2015 December 31, 2014 Current Noncurrent Consolidated Financial Statements 15,384 15,197 5,372 39 88 78 15,197 15,384 December 31, 2015 4,074 December 31, 2014 3,545 1,625 981 1,865 1,526 2,099 1,790 303 2,170 5,231 46 Guarantees 1,900 Collateral granted on behalf of third-party liabilities The variable interest exposure, which also includes fixed rate bonds set to mature in the following year, amounted to minus €2,786 million as of December 31, 2015, compared with minus €3,343 million as of December 31, 2014. An increase in all relevant interest rates by one percentage point would have raised income before taxes and minority interests by €7 million as of December 31, 2015, and raised income before taxes and minority interests by €12 million as of December 31, 2014. The effect from the items designated under hedge accounting would have increased equity before income taxes by €20 million on December 31, 2015 (2014: increase of €30 million). Carrying amount of nonderivative interest-bearing financial instruments (in million €) Loans Securities Financial indebtedness December 31, 2015 Fixed interest rate 258 69 Interest rate risks: Interest rate risks result from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments, and changes in the interest payments of variable-rate instruments. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used. While these risks are relevant to the financing activities of BASF, they are not of material significance for BASF's operating activities. 11,114 December 31, 2014 Fixed interest rate 264 33 11,673 Nominal and fair values of interest rate swaps and combined interest and cross-currency swaps (in million €) Interest rate swaps Thereof payer swaps Combined interest and cross-currency swaps Thereof fixed rate Variable interest rate 760 Variable interest rate 744 58 4,083 Due to the use of options to hedge currency risks, the sensi- tivity analysis is not a linear function of the assumed changes in exchange rates. Total Other 2015 2015 2014 Sensitivity Dec. 31, 2014 USD 2,057 (260) 1,767 (261) 144 (28) 242 (42) 2,201 (288) 2,009 (303) 42 3,711 Exposure Dec. 31, December 31, 2015 Fair value - BASF uses commodity derivatives to hedge the risks from the volatility of raw material prices. These are primarily options and swaps on crude oil, oil products and natural gas. - In order to secure margins, the Oil & Gas segment used commodity derivatives, primarily swaps on oil products, up to the completion of the asset swap with Gazprom. Risks to margins arise in volatile markets when purchase and sales contracts are priced differently. The Catalysts division enters into both short-term and long- term purchase contracts with precious metal producers. It also buys precious metals on spot markets from a variety of business partners. The price risk from precious metals pur- chased to be sold on to third parties, or for use in the production of catalysts, is hedged using derivative instru- ments. This is mainly done using forward contracts which are settled by either entering into offsetting contracts or by delivering the precious metals. - In the Crop Protection division, the sales prices of products are sometimes coupled to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. In connection with CO2 emissions trading, various types of CO2 certificates are purchased and sold using forward con- tracts. The goal of these transactions is to benefit from market price differences. These deals are settled by physical delivery. As of December 31, 2015 as well as of December 31, 2014, there were no deals outstanding. BASF utilizes emission certif- icate derivatives on a limited scale. By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valua- tion of commodity derivatives and precious metal trading posi- tions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw material prices. These result primarily from raw materials (for example, naphtha, pro- pylene, benzene, lauric oils, titanium dioxide, cyclohexane, methanol, natural gas, butadiene, LPG condensate and ammonia) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: BASF performs value-at-risk analyses for all commodity derivatives and precious metals trading positions. Using the value-at-risk analysis, we continually quantify market risk and forecast the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. The value-at-risk calculation for precious metals is based on a confidence interval of 99%. BASF uses the variance-covariance approach. Exposure to commodity derivatives (in million €) Crude oil, oil products and natural gas December 31, 2015 Value at risk Exposure December 31, 2014 Value at Exposure BASF uses value at risk as a supplement to other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2015 142 December 31, 2014 Nominal value Fair value Brazilian real (31) 1,900 (31) 1,900 (31) 1,900 (31) 2,047 315 1,979 142 1,856 297 1,979 Nominal value Dec. 31, Sensitivity Exposure Dec. 31, The decline in initiated investment projects from €6,955 million as of December 31, 2014 to €4,672 million as of December 31, 2015 was primarily attributable to the completion of several investment projects in 2015. BASF Report 2015 Consolidated Financial Statements Notes Notes on balance sheet Assets used under long-term leases Assets used under long-term leases primarily concerned build- ings and IT infrastructure. For more information on liabilities arising from leasing contracts, see Note 28 from page 216 onward 79 Obligations arising from purchase contracts Obligations arising from long-term leases Obligations arising from purchase contracts (in million €) (excluding finance leases) (in million €) 2016 413 2016 2017 Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase obligations as of December 31, 2015, were as follows: 80 21 10 Initiated investment projects Thereof purchase commitments for the purchase of intangible assets Payment and loan commitments and other financial obligations December 31, 2015 December 31, 2014 6 3 49 52 87 58 1 4,672 6,955 1,429 1,761 284 2017 2018 220 On August 12, 2014, Metrogas S.A., Chile, filed its Statement of Claim in the arbitration proceedings initiated in May 2013 against Wintershall Energía S.A., Argentina (WIAR), Total Aus- tral S.A., Argentina, and Pan American Energy LLC, Argentina. The defendants, as sellers, concluded a natural gas supply contract with Metrogas in 1997. Metrogas claims damages valued in an amount of €220 million as a result of insufficient gas deliveries. WIAR's share of supply in the contract is 37.5%. The defendants submitted their response to the proof of claim on December 10, 2014. The first witness and expert hearing is scheduled for May 2016. The defendants are of the opinion that Metrogas does not have any claim for damages. BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation, along with more than 60 other companies (The Lower Passaic River Study Area Cooperating Parties Group, CPG), agreed with the U.S. Environmental Protection Agency (USEPA) to perform a remedial investigation and feasibility study of the LPRSA. Based on the remedy concept proposed by the CPG and BASF's estimates of its share of these costs, BASF now con- siders its portion to be immaterial. It is currently anticipated that the final decision on the remedy for the lower portion of the LPRSA will be taken in the course of the year 2016, with a decision for the upper portion thereafter. Since November 2014, a putative class action lawsuit in the United States District Court of the Southern District of New York has been pending against BASF Metals Limited (BML), along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. BASF Metals Limited, based in the United Kingdom, and the other three defendants are accused of improper conduct concerning the calculation of the market prices of platinum and palladium. Four additional lawsuits were filed between November 2014 and March 2015. All these matters were consolidated, and a Second Consolidated Amended Class Action Complaint was eventually filed in July 2015. This Complaint also names as a defendant, among others, BASF Corporation. On September 21, 2015, defen- dants filed a Joint Motion to Dismiss the Second Consolidated Amended Class Action Complaint, and BML and BASF Cor- poration filed individual motions to dismiss. In addition, a pro se complaint with similar allegations was filed in the same court in September 2015, and is currently on a separate schedule than the consolidated action. In spring 2015, the European Commission conducted investigations into the alle- gation of anticompetitive practices in precious metal spot trading within the E.U. and European Economic Area made toward BASF and various banks. This investigation has not yet returned results. Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. 209 210 Consolidated Financial Statements Notes Notes on balance sheet 27 Supplementary information on financial instruments BASF Report 2015 27.1 Financial risks Market risks Foreign currency risks: Changes in exchange rates could lead to negative changes in the value of financial instruments and adverse changes in future cash flows from planned trans- actions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in a variety of currencies are used to hedge foreign exchange risks from primary financial instruments and planned transactions. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the deriva- tive financial instruments which are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included, if they fall under the currency risk management system. Opposite positions in the same currency are offset against each other. The sensitivity analysis is conducted by simulating a 10% appreciation of the respective functional currency against the other currencies. The effect on BASF's income before taxes and minority interests would have been minus €340 million as of December 31, 2015, and minus €351 million as of Decem- ber 31, 2014. The effect from the items designated under hedge accounting would have increased the equity of the shareholders of BASF SE before income taxes by €52 million on December 31, 2015 (2014: increase of €48 million). After the completion of the asset swap with Gazprom, this only refers to transactions in U.S. dollars. The currency exposure amounted to €2,201 million on December 31, 2015 (Decem- ber 31, 2014: €2,009 million). Exposure and sensitivity by currency (in million €) The year-on-year decrease of €97,711 million to €34,140 mil- lion in obligations arising from purchase contracts was mainly the result of the disposal of WINGAS GmbH, Kassel, Germany, and its purchase obligations from natural gas purchasing agreements. Warranties 34,140 2,824 2018 2019 157 2019 2020 123 2020 2021 and maturities beyond this year Total 357 2021 and maturities beyond this year 1,554 Total 26 Risks from litigation and claims 8,050 5,146 4,272 3,623 10,225 British pound Variable Euro 715 640 (543) (42) 5 775 Restructuring measures contracts 156 (62) (32) 5 196 Litigation, damage claims, warranties and similar commitments 112 129 Obligations from sales and purchase 1,569 (16) (4) (321) 1,266 Environmental protection and remediation costs 621 63 7 (158) (13) 18 538 Employee obligations 1,744 1,277 4 (1,365) (75) 48 (70) (26) (19) Nominal value (million, currency of issue) Effective interest rate December 31, 2015 December 31, 2014 BASF SE Commercial paper Currency USD 1,714 124 4.5% Bond 2006/2016 EUR 500 4.62% 1,869 Carrying amounts based on effective interest method Financial indebtedness (in million €) 24 Liabilities 86 Other 1,570 312 2 (281) (157) 33 1,479 Total 6,346 2,656 59 (2,505) (352) (295) 5,909 (29) 500 46 1,428 621 166 Employee obligations 1,569 1,150 1,744 1,333 59 Obligations from sales and purchase contracts 763 715 708 Restructuring measures 196 165 156 775 538 Environmental protection and remediation costs Thereof current 84 BASF Report 2015 Consolidated Financial Statements 205 Notes Notes on balance sheet Defined contribution plans and government pensions The contributions to defined-contribution plans contained in income from operations amounted to €273 million in 2015 and €274 million in 2014. Contributions to government pension plans were €609 million in 2015 and €573 million in 2014. 23 Other provisions December 31, 2015 December 31, 2014 Million € Restoration obligations Thereof current 1,266 72 1,428 103 187 Litigation, damage claims, warranties and similar commitments 29 Consolidated Financial Statements Notes Notes on balance sheet Development of other provisions in 2015 (in million €) BASF Report 2015 Unwinding of the Other 206 Dec. 31, Additions discount Utilization Reversals changes 2015 Restoration obligations Jan. 1, 2015 The following table shows the development of other provisions by category. Other changes include changes in the scope of consolidation, acquisitions, divestitures, currency effects and the reclassification of obligations to liabilities when the amount and timing of these obligations became known. Other largely includes noncurrent tax provisions. Provisions for litigation, damage claims, warranties and similar commitments contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obli- gations under damage claims against BASF and fines. 112 48 Other Total 1,479 1,570 402 5,909 2,540 6,346 2,844 Restoration obligations primarily relate to the estimated costs for the filling of wells and the removal of production equipment after the end of production in the Oil & Gas segment. Provisions for restoration obligations decreased by €340 million as a result of the asset swap with Gazprom and the reclassification of Wintershall Noordzee B.V., Rijswijk, Netherlands, to the equity method. Provisions for environmental protection and remedia- tion costs cover expected costs for rehabilitating conta- minated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. The decrease in provisions was almost entirely attributable to the changed accounting for emission right certificates granted free of charge. For more information about the measurement of emission right certificates, see Note 1.2 on page 162 Provisions for employee obligations primarily include obliga- tions for the granting of long-service bonuses and anniversary payments, variable compensation including associated social security contributions, as well as provisions for early retirement programs for employees nearing retirement. The decline was mainly attributable to lower accruals for variable compensation components. For more information on provisions for the long-term incentive program, see Note 30 from page 218 onward Obligations from sales and purchase contracts largely include obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liability, sales commissions, expected losses on committed purchases and onerous contracts. The restructuring measures provisions include severance payments to employees as well as expected costs for site closures, including the costs for demolition and similar measures. The increase in provisions resulted from higher accruals for restructuring measures in North America. On the balance sheet date, €115 million was attributable to provisions for severance payments. 86 499 Variable Bond 2013/2016 EUR EUR 200 3.27% 199 199 3.89% US Private Placement Series A 2013/2025 Bond 2013/2043 USD 3.92% 229 205 4.09% US Private Placement Series B 2013/2028 USD 700 250 3.25% 198 198 NOK 1,450 3.70% 151 160 3% Bond 2013/2033 EUR 500 3.15% 490 490 2.875% Bond 2013/2033 EUR 200 3.09% 4.11% 3.675% Bond 2013/2025 641 4.43% 449 438 Other bonds 672 618 Bonds and other liabilities to the capital market 12,201 4.88% 12,548 2,996 2,836 Financial indebtedness 15,197 15,384 BASF Report 2015 Breakdown of financial indebtedness by currency (in million €) Liabilities to credit institutions 477 EUR Ciba Specialty Chemicals Finance Luxembourg S.A. 4.875% Bond 2003/2018 US Private Placement Series C 2013/2034 USD 300 4.45% 275 246 BASF Finance Europe N.V. 3.625% Bond 2008/2015 CHF 200 3.77% 5.125% Bond 2009/2015 EUR 2,000 5.07% 166 2,001 575 496 496 2.60% 544 512 4.625% Bond 2009/2017 EUR 300 4.69% 300 6.04% 300 GBP 250 1.46% 340 320 risk Bond 2013/2018 1.375% Bond 2014/2017 400 GBP 5.875% Bond 2009/2017 200 variable 200 200 4.25% Bond 2009/2016 EUR 200 4.40% 200 199 Variable Bond 2014/2017 EUR 300 variable 300 300 EUR 300 variable 300 Bond 2013/2021 EUR 700 1.94% 698 697 2% Bond 2012/2022 EUR 1,250 1.93% 1,256 1,257 2.5% Bond 2014/2024 EUR 500 1.875% U.S. dollar 300 variable 300 1.5% Bond 2012/2018 EUR 1,000 1.51% 1,000 1,000 1.375% Bond 2014/2019 EUR 750 1.44% 749 748 Variable Bond 2013/2020 EUR 300 300 58 302 959 Cash and cash equivalents 97 97 Afs 97 97 Securities 1,965 LaR 1,965 1,718 4,654 749 61 61 n/a 61 61 Derivatives with hedge accounting 23 772 aFVtPL 772 Other receivables and other assets6 772 1,718 1,718 2,836 AmC 2,836 2,836 124 AmC 124 124 13,234 AmC LaR 12,424 810 1,838 15,041 15,503 18,192 Liabilities to credit institutions Commercial paper Bonds Total assets 1,718 12,424 Derivatives no hedge accounting 10,385 LaR Carrying amounts and fair values of financial instruments as of December 31, 2014 (in million €) 341 22 21,655 21,033 22,606 1,371 AmC 1,371 2,944 Thereof Total liabilities 29 29 n/a 29 29 Derivatives with hedge accounting 312 22 334 aFVtPL Other liabilities 6 fair value level 35 Total carrying amount within 10,385 10,385 43 n/a 43 43 level 35 level 24 fair value fair value fair value level 13 0 0 Afs Fair value Thereof Thereof Thereof Valuation category in accordance with IAS 39² scope of application of IFRS 7 462 462 Receivables from finance leases Accounts receivable, trade Shareholdings¹ Carrying amount Liabilities from finance leases Accounts payable, trade Derivatives - no hedge accounting Derivatives with hedge accounting The table "Offsetting of financial assets and financial liabilities" shows the extent to which financial assets and financial liabilities are offset in the balance sheet, as well as potential effects from the offsetting of instruments subject to a legally enforceable global netting agreement or similar agreement. For positive fair values from combined interest and cross- currency swaps, the respective counterparties provided cash collaterals in the amount of the outstanding fair values. 823 (77) (297) 485 (6) (293) 784 1,197 (4) (4) Deviations from the derivatives with positive and negative fair values reported in other receivables and other liabilities at the end of 2015 and 2014 arose mainly from embedded derivatives as well as derivatives not subject to any netting agreements and therefore are not included in the table above. 788 1,201 Relating to financial collateral netting agreements Net amount Amount offset Gross amount Derivatives with positive fair values Derivatives with negative fair values Amounts which cannot be offset Due to global Amounts which can be offset Offsetting of financial assets and financial liabilities as of December 31, 2014 (in million €) 185 Potential net amount Net gains and losses from financial instruments comprise the results of valuations, the amortization of discounts, the recog- nition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only those gains and losses from instruments which are not designated as hedging instruments as defined by IAS 39. Net gains or net losses from available-for-sale financial assets contain income and expenses from write- downs/write-ups, interest, dividends and the reclassification of valuation effects from equity on the sale of the securities and shareholdings. Net gains and losses from financial instruments (in million €) 2015 2 (19) 595 Financial instruments at fair value through profit or loss (421) (375) Thereof interest result (1,056) (1,127) Financial liabilities measured at amortized cost 1 0 224 10 105 105 389 (31) Thereof interest result Available-for-sale financial assets Thereof interest result Loans and receivables 2014 258 334 (296) (7) 326 1,952 AmC 1,952 23,523 3,435 25,006 609 614 614 n/a 614 614 13 24,333 622 622 622 4,861 90 n/a AmC 4,861 90 90 Total liabilities Other liabilities 6 aFVtPL 13 1,223 1 The difference between carrying amount and fair value results from shareholdings measured at acquisition cost, for which the fair value could not be reliably determined (2015: €420 million; 2014: €462 million). (134) 688 Potential net amount Relating to financial collateral netting agreements Net amount Amount offset (22) (22) 710 348 Derivatives with negative fair values Derivatives with positive fair values Gross amount BASF Report 2015 Amounts which cannot be offset Due to global Amounts which can be offset Offsetting of financial assets and financial liabilities as of December 31, 2015 (in million €) Notes Notes on balance sheet Consolidated Financial Statements 214 6 Not including separately shown derivatives as well as receivables and liabilities from finance leases 5 Determination of the fair value based on parameters for which there is no observable market data 4 Determination of the fair value based on parameters for which directly or indirectly quoted prices on active markets are available 3 Determination of the fair value based on quoted, unadjusted prices on active markets 2 Afs: available-for-sale (category: available-for-sale financial assets); LaR: loans and receivables (category: loans and receivables); aFVtPL: at-fair-value-through-profit-or-loss (category: financial assets and liabilities at fair value recognized in the income statement); AmC: amortized cost (category: financial liabilities which are not derivatives); a more detailed description of the categories can be found in Note 1 from page 162 onward. (134) 334 4,861 4,020 to credit institutions Liabilities Bonds and other liabilities to the capital market Total 2020 and thereafter 2019 2018 2017 2016 2015 Liabilities resulting from derivative finan- cial instruments Maturities of contractual cash flows from financial liabilities as of December 31, 2014 (in million €) 1,680 6,863 2,287 3,040 14,574 6,497 1,351 2,001 11111 1,938 2,161 19,719 Miscellaneous liabilities Total 3 1,572 905 2,022 12 12 3 1,995 1,747 37 6 24 1,680 1,308 40 33 57 1,178 5,643 877 821 1,197 2,748 5,990 11 Total 1,414 For more information regarding financial risks and BASF's risk management, see the chapter "Opportunities and risks report" in the Management's Report from page 113 onward The exposure corresponds to the net amount of all long and short positions of the respective commodity category. 24 1,154 4 91 0 120 0 0 Default and credit risk Total 14 1 10 1 61 1 23 Precious metals Emission certificates Agricultural commodities 22 Derivatives no hedge accounting 1 Default and credit risks arise when counterparties do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of each significant debtor and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of other financial obligations subject to default risk represents the maximum default risk for BASF. For more information on credit risks, see Note 18 from page 196 onward Liquidity risks 1,738 2,979 Liabilities to credit institutions Bonds and other liabilities to the capital market Total 2021 and thereafter 2020 2019 2018 2017 2016 Maturities of contractual cash flows from financial liabilities as of December 31, 2015 (in million €) Trade accounts payable are generally interest-free and due within one year. Therefore the carrying amount of trade accounts payable equals the sum of future cash flows. Derivatives are included using their net cash flows, pro- vided they have a negative fair value and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not considered. The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presen- tation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. Maturity analysis 27.2 BASF Report 2015 Notes Notes on balance sheet Consolidated Financial Statements 212 211 BASF promptly recognizes any risks from cash flow fluctua- tions as part of the liquidity planning. BASF has ready access to sufficient liquid funds from our ongoing commercial paper program and confirmed lines of credit from banks. Miscellaneous liabilities 1,258 2,491 Liabilities resulting from derivative finan- cial instruments 8 14,711 17,119 Total assets 2,241 2,241 LaR 2,241 2,241 Cash and cash equivalents 127 2,410 127 127 127 Securities 1,508 LaR 1,508 3,916 Other receivables and other assets 608 208 208 Afs 816 Bonds 10,487 AmC 6,484 4,020 4,020 Accounts payable, trade 82 n/a 82 82 Liabilities from finance leases 2,996 AmC 2,996 2,996 Liabilities to credit institutions 1,714 AmC 1,714 1,714 Commercial paper 11,109 AmC 10,487 n/a 208 14,291 Derivatives with hedge accounting Valuation category in accordance with IAS 392 IFRS 7 amount scope of application of Carrying 213 Notes Notes on balance sheet Consolidated Financial Statements Total carrying amount within BASF Report 2015 The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carry- ing amounts and fair values results primarily from changes in market interest rates. For trade accounts receivable, other receivables and miscella- neous assets, loans, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. Shareholdings which are not traded on an active market and whose fair value could not be reliably determined are recognized at amortized cost and are reported under other financial assets. instruments 27.3 Classes and categories of financial 20,371 1,601 919 2,861 14,990 7,160 208 624 44 Thereof Thereof Carrying amounts and fair values of financial instruments as of December 31, 2015 (in million €) LaR 650 Fair value aFVtPL 650 650 Derivatives no hedge accounting 9,516 9,516 9,516 42 n/a 41 41 Receivables from finance leases Accounts receivable, trade level 24 fair value fair value level 13 0 0 Afs 420 420 Shareholdings¹ 41 December 31, 2015 Foreign currency forward contracts Foreign currency options Foreign currency derivatives Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Interest rate swaps 411 December 31, 2014 (104) 53 Fair value of derivative instruments (in million €) 80 56 The fair values of derivative financial instruments are calculated using valuation models which use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. BASF Report 2015 monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. BASF is exposed to foreign-currency, interest-rate and com- modity-price risks during the normal course of business. These risks are hedged through a centrally determined stra- tegy employing derivative instruments. Hedging is only employed for underlying positions from the operating business, cash investments, and financing as well as for planned sales, raw material purchases and capital measures. The risks from the underlying transactions and the derivatives are constantly The use of derivative instruments accounting 27.4 Derivative instruments and hedge Future minimum lease payments to BASF from operating lease contracts (in million €) The gains and losses from the valuation of securities and shareholdings recognized in the equity of the shareholders of BASF SE are shown in the Statement of income and expense recognized in equity on page 158. The net losses from loans and receivables as well as from financial liabilities measured at amortized cost primarily relates to the results from the translation of foreign currencies. Con- trasting this were higher net gains from hedging transactions as compared with the previous year. Consolidated Financial Statements Notes Notes on balance sheet 357 109 To ensure effective risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. (24) (403) (45) Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. Some of these hedges were shown in the Consolidated Financial Statements of the BASF Group by means of cash flow hedge accounting, where gains and losses from hedges were initially recognized directly in equity. Gains and losses from hedges are included in cost of sales at the point in time at which the hedged item is recognized in the consolidated statement of income. Total Furthermore, cash flow hedge accounting is used to a minor extent for natural gas purchases. Cash flow hedge accounting 495 (517) 1 Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Derivative financial instruments (490) 102 111 8 284 197 Commodity derivatives Interest derivatives Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) 142 315 (30) (27) Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Combined interest and cross-currency swaps (31) (31) 39 1,554 A1 Future minimum lease payments from subleasing contracts based on existing agreements amounted to €11 million in 2015 (2014: €11 million). Cash and cash equivalents were not subject to any utilization restrictions, as in the previous year. For more information on cash flow from acquisitions and divestitures, see Note 2.4 from page 175 onward Capital structure management The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the Company's financing policy are to secure solvency, limit financial risks and optimize the cost of capital. 217 218 Consolidated Financial Statements Notes - Other explanatory notes BASF Report 2015 Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to capital markets and a solid A rating. BASF's capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. The equity of the BASF Group as reported in the balance sheet amounted to €31,545 million as of December 31, 2015 (December 31, 2014: €28,195 million); the equity ratio was 44.5% on December 31, 2015 (December 31, 2014: 39.5%). BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile and diverse range of investors, and to optimize our debt capital financing conditions. As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. The chief aim is the reduction of counter- party, transfer and currency risks for the BASF Group. The payments for property, plant and equipment, and intangible assets in the amount of €5,812 million included investments for 2015, to the extent that they already had an effect on cash. Currently, BASF has the following ratings: Outlook Dec. 31, 2015 Standard & Poor's Moody's Dec. 31, 2014 Standard & Poor's A+ A1 A+ Cash flow hedge accounting was applied in the Natural Gas Trading business sector for crude oil swaps concluded in order to hedge price risks from purchase and sales contracts for natural gas to the completion of the asset swap with Gazprom. These contracts had variable prices and the price formula was coupled with the oil price. P-1 stable Long-term financial indebtedness Short-term financial indebtedness Payments of €651 million were received for divestitures (2014: €1,336 million) in relation to transactions such as the sale of portions of the pharmaceutical ingredients and services business to Siegfried Holding AG, Zofingen, Switzerland. In the previous year, payments had been received particularly from the sale of the 50% share in Styrolution Holding GmbH, Frankfurt am Main, Germany, to the INEOS Group; this also I gave rise to payments received in 2015. Cash used in investing activities included €215 million in payments made for acquisitions (2014: €963 million), especially for the acquisition of a 66% share in a company into which TODA KOGYO CORP., Hiroshima, Japan, contributed its busi- ness with cathode materials for lithium-ion batteries, patents and production capacities in Japan. In the previous year, payments had been made for such purchases as shares in producing oil and gas fields as well as exploration licenses from Statoil Petroleum AS, Stavanger, Norway, and Tullow Oil Norge AS, Oslo, Norway. Cash provided by operating activities also included €248 million in benefits paid (2014: €47 million), which are covered by a contractual trust arrangement. Nominal value of the future minimum lease payments Dec. 31, 2015 Dec. 31, 2014 Less than 1 year 1-5 years 17 20 43 51 More than 5 years Total 23 29 83 29 Statement of cash flows and capital structure management Statement of cash flows Cash provided by operating activities contained the following payments: Million € Income tax payments Interest payments Dividends received 2014 2015 1,550 1,231 458 219 490 244 Interest payments comprised interest payments received of €194 million (2014: €187 million) and interest paid of €652 million (2014: €677 million). 1,587 The planned transactions and their effect on earnings occur in the year following the balance sheet date. In 2015, effective changes in the fair value of hedging instruments of €35 million (2014: minus €322 million) was recognized in the equity of the shareholders of BASF SE. In 2015, effective changes in the fair value of hedging instruments of €174 million were derecog- nized from the equity of shareholders of BASF SE and recorded as an expense in cost of sales. In 2014, there was an expense of €19 million in this regard. The ineffective part in the change in value of the hedge amounted to minus €2 million in 2015 and minus €4 million in 2014. This amount was reported in the income statement in cost of sales, in other operating income and in other operating expenses. 413 216 18 13 31 More than 5 years 7 3 10 7 3 10 Following year 5 38 10 13 8 3 11 Following year 4 14 4 18 13 3 16 3 Following year 3 15 Total A-1 Moody's More than 5 years 779 784 1-5 years Dec. 31, 2014 397 Less than 1 year Nominal value of the future minimum lease payments Dec. 31, 2015 In 2015, claims arising from operating leases amounted to €83 million (2014: €100 million). BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €41 million in 2015 (2014: €43 million). 23 BASF as lessor Commitments from operating lease contracts (in million €) In addition, BASF is a lessee under operating lease contracts. The lease commitments totaling €1,554 million in 2015 (2014: €1,587 million) are due in the following years: In 2015 and in 2014, no additional lease payments exceeding minimum lease payments due to contractual conditions for finance leases were recognized in the income statement. In 2015 and 2014, leasing liabilities were not offset by any significant future minimum lease payments from subleases. Consolidated Financial Statements Notes Other explanatory notes BASF Report 2015 94 35 129 85 32 117 In 2015, minimum lease payments of €474 million (2014: €384 million) were included in income from operations. In 2015, conditional lease payments of €1 million were also included in income from operations (2014: €1 million). Further- more, €4 million from sublease payments was included in income from operations in 2015 (2014: €4 million). 20 4 24 31 117 30 43 25 45 Net book value December 31, 2014 Acquisition cost Net book value Acquisition cost December 31, 2015 118 Liabilities from finance leases (in million €) Land, land rights and buildings Machinery and technical equipment Miscellaneous equipment and fixtures Leased assets (in million €) Property, plant and equipment include those assets which are considered to be economically owned through a finance lease. They primarily concern the following items: Leased assets 28 Leasing Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted into euros using currency swaps. This hedge was designated as a cash flow hedge. The hedge was entirely effective. In 2015, the change in values recognized in the equity of the shareholders of BASF SE amounted to €157 million (2014: €38 million). In 2015, €119 million was derecognized from other comprehen- sive income and recorded as income in the financial result (2014: €110 million income in financial result). The interest rate risk of the floating rate notes issued by BASF SE in 2014 (€300 million variable-rate bond 2014/2017) as well as the floating rate notes issued in 2013 were hedged using interest rate swaps. The bonds and the interest rate swaps were designated in a hedging relationship. In 2015, the effective change in the fair value of the hedging instruments was €3 million (2014: minus €22 million) and was recognized in the equity of the shareholders of BASF SE. There were no ineffective parts. BASF also uses cash flow hedge accounting for some foreign currency derivatives to hedge planned sales denominated in U.S. dollars. The impact on earnings from the underlying transactions will occur in 2016. In 2015, the effective change in values of the hedges was minus €23 million (2014: minus €66 million), which was recognized in the equity of the shareholders of BASF SE. A total of €29 million (2014: €37 million) was derecognized from the equity of shareholders of BASF SE and was booked in expenses from foreign currency transactions. The hedge was entirely effective. BASF used cash flow hedge accounting for derivatives used to hedge foreign currency risks from gas purchase and sales contracts to the completion of the asset swap with Gazprom. In 2015 up to the completion date, the effective change in values of the hedges was minus €150 million (2014: minus €110 million), which was recognized in the equity of the shareholders of BASF SE. There were no ineffective parts. The amounts derecognized from the equity of shareholders of BASF SE increased cost of sales by €161 million to the completion date (2014: €101 million). BASF Report 2015 Consolidated Financial Statements Notes Notes on balance sheet Total 32 44 13 16 5 21 Following year 2 20 6 26 23 5 28 Following year 1 Leasing liability Interest portion Minimum lease payments Leasing liability Interest portion Minimum lease payments December 31, 2014 December 31, 2015 76 205 69 206 14 44 215 P-1 100 negative 120 December 31, 2014 120 86 517 641 203 178 BASF Report 2015 Consolidated Financial Statements Notes Other explanatory notes Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating business. Other receivables and liabilities primarily arose from financing activities, outstanding dividend payments, profit- and-loss transfer agreements and other finance-related and operating activities and events. The decline of €1,621 million in sales to associated companies in 2015 was mainly due to the fact that transac- tions with Styrolution Group companies were to be classified as transactions with associated companies only until the sale of Styrolution in November 2014. 160 The outstanding balances toward related parties were generally not secured and settled in cash. As in the previous year, there were no significant valuation allowances in 2015 for trade accounts receivable from related parties. Valuation allowances of €17 million were recognized as an expense for other receivables from nonconsolidated subsidiaries. The bal- ance of valuation allowances for other receivables from non- consolidated subsidiaries therefore rose from €22 million as of December 31, 2014, to €39 million as of December 31, 2015. In 2014, there had been no material expenses from valuation allowances for other receivables from related parties. On December 31, 2015, obligations arising from purchase contracts with associated companies amounted to €29 mil- lion. There were no material obligations arising from purchase contracts with joint ventures on December 31, 2015. On December 31, 2014, purchase obligations with joint ventures arising from natural gas purchasing contracts amounted to €32,561 million. Their discontinuation is attributable to the disposal of Wintershall Erdgas Handelshaus GmbH & Co. KG, based in Kassel, Germany, which occurred on September 30, 2015, as part of the asset swap with Gazprom. Effective December 31, 2015, the present value of the outstanding minimum rental payments for an office building including parking area payable by BASF SE to BASF Pen- sionskasse WaG for the nonterminable basic rental period to 2029 amounted to €60 million. There were no reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2015. For more information on subsidiaries, joint ventures and associated companies, see the "List of Shares Held of the BASF Group 2015" on page 179 For more information on defined benefit plans that share risks between the Group companies (including nonconsolidated subsidiaries), see "Provisions for pensions and similar obligations" from page 199 onward For more information on the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 138 onward 33 Services provided by the external auditor BASF Group companies have used the following services from KPMG: Million € Annual audit Thereof domestic Audit-related services There were obligations from guarantees and other finan- Ocial obligations at BASF in favor of nonconsolidated sub- sidiaries in the amount of €45 million in 2015 (2014: €8 million) and in favor of associated companies in the amount of €37 million in 2015 (2014: €27 million). December 31, 2015 180 December 31, 2014 204 161 229 378 577 Associated companies 370 1,991 Trade accounts receivable from / trade accounts payable to related parties (in million €) Nonconsolidated subsidiaries Joint ventures Associated companies Accounts receivable, trade December 31, 2015 139 71 34 December 31, 2014 141 145 88 Accounts payable, trade December 31, 2015 60 54 December 31, 2014 62 238 44 50 Other receivables and liabilities with related parties (in million €) Nonconsolidated subsidiaries Joint ventures Associated companies Other receivables Other liabilities December 31, 2015 Thereof domestic 504 Tax consultation services Other services The annual Declaration of Conformity with the German Corporate Governance Code according to Section 161 of the German Stock Corporation Act was signed by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2015, and is published online. For more information, see basf.com/en/governance 35 Nonadjusting events after the reporting period On February 17, 2016, BASF announced that a general agree- ment had been reached with AkzoNobel on the sale of the Coatings division's industrial coatings business for €475 milli- on. The transaction would include technologies, patents and trademarks, as well as the transfer of two production sites in England and in South Africa. It is subject to consultation with employee representatives and certain regulatory approvals. At BASF, the industrial coatings business generated around €300 million in sales in 2015. BASF and AkzoNobel intend to complete the transaction by the end of 2016. 5 About This Report To Our Shareholders Management's Report Corporate Governance Declaration pursuant to Section 161 AktG (Stock Corporation Act) Consolidated Financial Statements on the Oil & Gas Segment Overviews Supplementary information on the Oil & Gas segment 225 Oil & Gas 233 127 153 7 A-1 4 Supplementary Information BASF Report 2015 34 Declaration of Conformity with the German Corporate Governance Code Notes - Other explanatory notes Total Thereof domestic 2014 21.0 19.2 7.2 7.3 0.4 0.4 0.2 0.1 0.1 0.2 0.1 0.7 0.6 0.7 0.2 22.2 20.4 The line item annual audit related to expenses for the audit of the Consolidated Financial Statements of the BASF Group as well as the legally required financial statements of BASF SE and its consolidated subsidiary companies and joint operations. 221 222 Consolidated Financial Statements Thereof domestic 389 2015 2015 0.20 Volatility BASF share % 29.11 19 25.41 Volatility MSCI Chemicals % 19.92 15.90 Correlation BASF share price: MSCI Chemicals 0.35 % 73.58 2015 2014 As of January 1 2,905,048 2,908,076 Newly acquired entitlements 533,825 589,220 Bonus shares issued (509,168) 77.88 Rating agency Moody's last confirmed their rating of "A1/P-1 outlook stable" on November 4, 2015. Standard & Poor's adjusted the outlook of their "A+/A-1” rating to "negative" on April 10, 2015. This was mainly due to an increase in pension provisions as a result of declining capital market interest rates. Risk-free interest rate LTI program of the year 2015 2014 20.03 3.96 stable 2014 stable BASF continues to strive for at least a solid A rating, which ensures unrestricted access to financial and capital markets. For more information on financing policy and the Statement of Cash Flows, see the Management's Report from page 59 onward 30 Share-price-based compensation program and BASF incentive share program Share-price-based compensation program In 2015, BASF continued its share-price-based compensation program known as the long-term incentive (LTI) program for senior executives of the BASF Group. This program has been in place since 1999. Approximately 1,200 senior executives, including the Board of Executive Directors, are currently entitled to participate in this program. This program provides for the granting of virtual options, which are settled in cash when exercised. Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price for BASF shares on the first business day after the Annual Shareholders' Meeting, which was €88.72 on May 4, 2015. The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price (absolute threshold). The value of right A will be the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. Right B may be exercised if the cumulative percentage performance of BASF shares exceeds (relative threshold) the percentage performance of the MSCI World Chemicals Index SM (MSCI Chemicals). The value of right B will be the base price of the option multiplied by twice the percentage outperformance of BASF shares compared with the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. Beginning with the 2013 LTI program, right B is only valuable if the price of BASF shares at least corresponds with the base price. The options were granted on July 1, 2015, and may be exercised following a two-year vesting period, between July 1, 2017, and June 30, 2023. During the exercise period, there are certain times (closed periods) during which the options may not be exer- cised. Each option can only be exercised in full. This means that one of the performance targets must be surpassed. If the other performance target is not surpassed and the option is exercised, the other option right lapses. A participant's maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maximum gain from exercising an option is limited to ten times the original individual investment for programs from previous years. Option rights are nontransfer- able and are forfeited if the option holders no longer work for BASF or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared with the conditions. applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI BASF Report 2015 Consolidated Financial Statements Notes Other explanatory notes program with at least 10% of their gross bonus. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exercise their options at least four years after they have been granted (vesting period). The 2008 to 2014 programs were structured in a similar way to the LTI program 2015. The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. Fair value of options and parameters used as of December 31, 2015 Fair value BASF incentive share program All employees are entitled to participate in the "plus" incentive share program, with the exception of those entitled to partici- pate in the LTI program. The “plus” incentive share program was introduced in 1999 and is currently offered in Germany, other European countries and Mexico. Each participant must make an individual investment in BASF shares from his or her variable compensation. For every ten BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and ten years of holding the BASF shares. As a rule, the first and second block of ten shares entitles the participant to receive one BASF share at no extra cost in each of the next ten years. The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for the Company or one year after retirement. The number of free shares to be granted has developed as follows: Number of free shares to be granted € 22.72 Dividend yield % 3.96 (515,143) Lapsed entitlements As of December 31 % (77,105) Service costs for members of the Board of Executive Directors 3.8 4.2 Compensation for the Supervisory Board Total compensation for former members of the Board of Executive Directors and their surviving dependents Pension provisions for former members of the Board of Executive Directors and their surviving dependents Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board 3.0 3.0 6.5 126.5 143.5 Performance-related compensation for the Board of Executive Directors is based on the return on assets, as well as the performance of the entire Board. Return on assets corre- sponds to earnings before taxes plus borrowing costs as a percentage of average assets. The members of the Board of Executive Directors were granted 173,064 options under the long-term incentive (LTI) program in 2015. The market valuation of the options of active and former members of the Board resulted in expenses of €6.6 million in 2015. In 2014, the market valuation of the options resulted in income of €3.7 million. For more information on the compensation of members of the Board of Executive Directors, see the "Compensation Report" from page 140 onward For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 138 onward 32 Related-party transactions A related party is a natural person or legal entity which can exert influence on the BASF Group or over which the BASF Group exercises control or joint control or a significant influence. In particular, this comprises nonconsolidated subsidiaries, joint ventures and associated companies. The following tables show the volume of business with related parties that are included at amortized cost or accounted for using the equity method. Sales to related parties (in million €) (100,184) Nonconsolidated subsidiaries Joint ventures 27.5 22.7 10.4 6.0 2,905,048 As of December 31, 2015, the fair values and the valuation parameters relate to the LTI programs 2015 and 2014. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preceding years, corresponding fair values were computed and valuation parameters were used. Total compensation for the Board of Executive Directors Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. The number of options granted amounted to 1,807,532 in 2015 (2014: 1,870,440). As a result of a resolution by the Board of Executive Directors in 2002 to settle options in cash, options outstanding from the programs 2008 to 2015 were valued with the fair value as of the balance sheet date December 31, 2015. A proportionate provision is recorded for programs in the vesting period. The LTI provision increased from €207 million as of December 31, 2014, to €222 million as of December 31, 2015, due to a higher number of outstanding options. The utilization of provisions amounted to €34 million in 2015 (2014: €106 million). Expenses arising from additions to the provision amounted to €49 million in 2015. The previous year had included income of €54 million. The total intrinsic value of exercisable options amounted to €34 million as of December 31, 2015, and €41 million as of December 31, 2014. The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital surplus over the term of the program. Personnel expenses of €27 million were recorded in 2015 for the BASF incentive share program "plus" (2014: €26 mil- lion). 219 220 Consolidated Financial Statements Notes Other explanatory notes The free shares to be provided by the Company are measured at the fair value on the grant date. Fair value is determined on the basis of the stock price of BASF shares, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €71.55 for the 2015 program, and €64.73 for the 2014 program. 31 Compensation for the Board of Executive Directors and Supervisory Board 4.3 Fair value of options granted to the Board of Executive Directors in the fiscal year as of grant date 21.5 18.4 Board of Executive Directors Performance-related and not performance-related cash compensation for the 2,829,521 2015 BASF Report 2015 Million € 2014 BASF Report 2015 1 Only fully consolidated companies 41 34 Number of suspended wells 306 Total 48 32 76 Wells capitalized more than one year 433 250 Total excluding equity-accounted companies Future revenues Future production/development costs Future income taxes Future net cash flows, not discounted 10% discount rate Standardized measure of discounted future net cash flows Thereof equity-accounted companies Supplementary Information on the Oil & Gas Segment 231 North Africa, Supplementary Information on the Oil & Gas Segment Rest of Wells capitalized less than one year Standardized measure of discounted future net cash flows 2015 (in million €) 135 Capitalized exploration drilling charged to expense Wells for which drilling is not complete 433 532 Additions to exploration drilling of the year 247 152 (145) (203) Reclassification to successful exploration drilling (121) (48) Change in scope of consolidation (108) As of December 31 306 433 1 Only fully consolidated companies Standardized measure of discounted future net cash flows relating to proven oil and gas reserves The following information was calculated in accordance with the rules of U.S. GAAP standard SFAS 69 and the Securities and Exchange Commission. Based on this, a standardized measure of discounted future net cash flows with the relevant revenues, costs and income tax rates is to be made. The proven reserves are valued at the average price calculated from the prices on the first day of the month. The values thus determined are discounted at a 10% annual discount rate. The projected values should not be understood as a real- istic estimate of future cash flows. Furthermore, the total value of future net cash flows should not be interpreted as repre- senting the current enterprise value. In the future, expected proven reserves may differ signifi- cantly from current estimates. Development and production of the reserves may not occur in the period assumed and actual prices and costs may vary considerably. BASF's operating decisions and the implementation of its investment projects are not based on the information pre- sented below, but on a wider range of reserve estimates, as well as on different price and cost assumptions. Beyond the above considerations, the "standardized mea- sure of future net cash flows" is also not directly comparable with asset balances appearing elsewhere in the Consolidated Financial Statements because any such comparison would require a reconciliation adjustment. The following table provides an overview of the capitalization period, amounts capitalized for exploration drilling, and the number of suspended exploration wells. Capitalized exploration drilling' (in million €) 2015 2014 198 Germany Rest of Europe Russia 209 1,405 3,025 304 1,351 6,294 28 686 265 979 209 1,377 2,339 3,585 39 5,315 Standardized measure of discounted future net cash flows 2014 (in million €) Germany North Africa, Russia Middle East South America Total Future revenues 3,726 9,521 12,193 2014 1,351 639 143 2,109 Middle East South America Total 1,861 10,154 7,992 4,245 4,051 28,303 1,761 6,593 1,766 1,304 1,359 12,783 (60) 1,413 1,092 2,494 702 5,641 160 2,148 5,134 447 1,990 9,879 (49) 743 Europe 2015 184 Capitalized exploration drilling¹ (in million €) Proven oil and gas reserves 939 5,575 1,878 North Africa, Middle East 876 South America Total 1,556 10,824 Unproven oil and gas reserves 52 653 3 Russia 114 1,089 Equipment and miscellaneous 800 875 25 1,700 Total gross assets 1,791 7,103 1,881 1,015 1,823 13,613 267 Accumulated depreciation, amortization and impairments Rest of Europe 2015 (in million €) Germany Rest of Europe Russia North Africa, Middle East South America Total 957 957 14 174 17 70 31 Germany 306 571 6,960 20 207 1,075 107 1,702 201 90 238 2,338 Capitalized costs relating to oil and gas producing activities Capitalized costs represent total expenditures on proven and unproven oil and gas deposits with related accumulated deprecia- tion and amortization. 93 As of January 1 1,280 451 1,640 1,099 1,885 1,706 6,658 1,911 1,057 1,379 12,711 1,192 2,486 409 678 135 837 514 4,172 1,502 379 542 7,109 111710 25 230 Supplementary Information on the Oil & Gas Segment Supplementary Information on the Oil & Gas Segment BASF Report 2015 Capitalized exploration drilling: Suspended well costs Exploratory drilling costs are capitalized until the drilling of the well is complete. If hydrocarbon reserves are found whose commercial development is likely, the costs continue to be capitalized as construction in progress, subject to further appraisal activity that may include the drilling of further wells. All such capitalized costs are subject to technical and com- mercial review by the management at least once a year to confirm the continued intent to develop or otherwise extract value from the discovery. If this is no longer the case, the costs are written off. If proven reserves of oil or natural gas are determined and development is sanctioned, the relevant expenses are transferred within property, plant and equipment to machinery and technical equipment. Impairments for unsuccessful exploration wells are recognized in exploration expenses. The following table indicates the changes to the capitalized costs of exploration drilling. 5,602 2,517 1,270 9,186 685 910 5,843 Total net assets 511 4,586 1,430 330 913 7,770 2014 (in million €) Proven oil and gas reserves Unproven oil and gas reserves 48 Equipment and miscellaneous Accumulated depreciation, amortization and impairments Total net assets 1,244 Germany Rest of Europe Russia North Africa, Middle East South America Total 897 4,289 1,904 852 Total gross assets 2,461 4,355 Future production/development costs (623) (751) (402) at balance sheet date Net changes in prices and production costs (2,213) (207) (202) (782) (718) (304) Sales and transfers of oil and gas produced, net of production costs in the current period 8,075 (466) 765 4,391 758 1,075 Balance as of January 1 Total South America North Africa, Middle East Russia Rest of Europe Germany Summary of changes in standardized measure of discounted future net cash flows 2014 (in million €) 5,315 1,351 1,086 39 (245) Net changes from extensions, discoveries and improved (626) 130 Net change in income taxes 923 923 Puchase/sale of reserves (1,090) (123) 79 (691) (262) (93) Changes in estimated investments in future periods (2,487) 1,003 13 183 503 97 Investments in the period 2,483 20 (376) 1,435 1,298 106 Revisions of previous quantity estimates recovery, less related costs 207 (44) 2,339 209 (522) (226) 20 313 (603) (26) Changes in estimated investments in future periods 1,400 289 8 133 898 72 Puchase/sale of reserves Investments in the period 278 (55) 197 539 43 Revisions of previous quantity estimates 50 50 recovery, less related costs Net changes from extensions, discoveries and improved (5,969) 730 Total expenditures 1,002 1,377 (32) Net change in income taxes Total excluding equity-accounted companies 979 265 686 28 Thereof equity-accounted companies 6,294 1,351 304 3,025 1,405 209 net cash flows (32) Standardized measure of discounted future 1,306 86 329 495 312 84 Accretion of discount 2,991 (262) 1,288 295 1,464 206 Other 363 109 (68) 923 678 8,028 Thereof equity-accounted companies 652 656 1,308 Total excluding equity-accounted companies 734 1,338 3,703 267 678 4,355 6,720 Summary of changes in standardized measure of discounted future net cash flows 2015 (in million €) BASF Report 2015 Germany Rest of Europe Russia Balance as of January 1 734 1,338 4,355 North Africa, Middle East 923 South America Total 678 232 Supplementary Information on the Oil & Gas Segment Supplementary Information on the Oil & Gas Segment 8,028 1,338 future net cash flows 2,366 5,055 2,766 1,762 1,225 13,174 Future income taxes 273 2,722 1,663 4,564 294 9,516 734 Future net cash flows, not discounted 1,744 7,764 634 942 12,171 10% discount rate 353 406 3,409 (289) 264 4,143 Standardized measure of discounted 1,087 Sales and transfers of oil and gas produced, net of production costs in the current period (174) (835) 678 267 3,703 1,338 734 Total excluding equity-accounted companies 1,308 656 652 Thereof equity-accounted companies 8,028 678 923 6,720 1,338 net cash flows Standardized measure of discounted future 48 50 (2) Other 1,354 102 426 486 213 127 Accretion of discount 734 6 About This Report To Our Shareholders (631) (98) (222) (1,960) Net changes in prices and production costs at balance sheet date (730) (1,726) 223 153 127 19 7 4 – ཐཱསེ Overviews 243 238 Index Glossary 237 Trademarks 235 Ten-year summary Overviews Supplementary Information on the Oil & Gas Segment Consolidated Financial Statements Corporate Governance Management's Report 34,861 Development expenditures 9 Acquisition expenditures Proven developed and undeveloped oil reserves as of January 1, in million barrels (MMbbl) Revisions and other changes Extensions and discoveries Supplementary Information on the Oil & Gas Segment 227 Supplementary Information on the Oil & Gas Segment Rest of North Africa, Germany Europe Russia Middle East South America Total 57 Oil 2014 43 117 11 317 3 29 103 (10) 1 126 Purchase/sale of reserves 15 15 Production 89 7 BASF Report 2015 4,884 393 122 632 Proven reserves as of December 31 132 658 5,263 60 941 7,054 Thereof equity-accounted companies 54 3,091 1 Natural gas can be converted with a factor of 5.6 BSCF per MMBOE (million barrels of oil equivalent). 59 Proven reserves excluding equity-accounted companies 132 604 2,172 1 941 3,850 Proven developed reserves as of December 31 102 272 3,746 52 712 3,204 96 9 4 Russia North Africa, Middle East South America Total 208 334 4,773 68 1,009 6,392 (38) 38 1,004 Rest of Europe (7) 1,002 Extensions and discoveries Purchase/sale of reserves Production Proven reserves as of December 31 Thereof equity-accounted companies 370 370 24 74 365 127 590 5 9 Germany Proven developed and undeveloped gas reserves as of January 1, in billion standard cubic feet (BSCF)1 Proven reserves as of December 31 53 78 183 103 10 20 31 427 Thereof equity-accounted companies 8 93 101 Revisions and other changes Proven reserves excluding equity-accounted companies 78 175 10 10 326 Proven developed reserves as of December 31 43 42 112 89 7 293 Gas 2014 53 146 21 (45) included on a proportional included in EBIT basis included not included 226 Supplementary Information on the Oil & Gas Segment Supplementary Information on the Oil & Gas Segment Oil 2015 BASF Report 2015 Rest of Germany Europe Russia North Africa, Middle East South America not included Total January 1, in million barrels (MMbbl) Revisions and other changes Extensions and discoveries 53 78 183 103 10 427 (5) 17 23 (3) Proven developed and undeveloped oil reserves as of 1 income included equity- BASF Report 2015 Supplementary Information on the Oil & Gas Segment 225 Supplementary Information on the Oil & Gas Segment Supplementary Information on the Oil & Gas Segment (Unaudited) The following provides supplementary information on the Exploration & Production business sector of the Oil & Gas segment. In the absence of detailed disclosure rules in this area under IFRS, the Group has elected to disclose the follow- ing information in accordance with SFAS 69 (Disclosure of Oil and Gas Producing Activities) and the Securities and Exchange Commission. In order to present economically meaningful reporting on the cooperation with Gazprom in the Yuzhno Russkoye and Achimgaz projects in Russia, several modifica- tions have been made to SFAS 69. BASF has a total interest of 35% in the economic rewards of the Yuzhno Russkoye field through Severneftegazprom (SNG), the company which holds the production license. SNG is accounted for using the equity method. Marketing of the natural gas is carried out by a sepa- rate, fully consolidated company. For the Achimgaz project, in which BASF has an interest of 50%, full field development was started after the successful completion of the pilot phase in 2011. In the course of the asset swap with Gazprom completed in 2015, BASF received an economic share of 25.01% in two additional blocks of the Achimov formation of the Urengoy field in western Siberia. In return, Gazprom received the entire gas trading and storage business - which was previously jointly operated - as well as a share of 50% in Wintershall Noordzee B.V. In the following overviews, BASF's stake in both projects is included under “Russia.” In addition, the values for SNG, which is accounted for using the equity method, are presented separately. As a result of the application of IFRS 10/11, the German Wintershall subsidiary with production and exploration rights in the Libyan onshore concessions 96 and 97, in which BASF has an interest of 51%, and Wintershall Noordzee B.V., are accounted for using the equity method as per IAS 28. All fully consolidated subsidiaries are included with 100%. The following table provides an overview of the most important differences between the information given for the Exploration & Production business sector in the Consolidated Financial Statement of the BASF Group and the supplemental informa- tion for the Oil & Gas segment. The regions include the following countries with operating activities: Region Russia Rest of Europe North Africa / Middle East South America accounted Exploration & Production United Kingdom, the Netherlands, Norway Exploration Denmark Libya Argentina Abu Dhabi Chile Statistical information on the concession areas or the number of wells is not given due to its limited informative value. Oil and gas reserves Proven oil and gas reserves are the volumes of crude oil, nat- ural gas and condensate that, according to the geological, engineering and economic conditions prevailing at the balance sheet date, can be produced in future years. Accordingly, reserve estimates based on this data could be materially differ- ent from the volumes that are ultimately recovered. To reduce uncertainties, Wintershall works together with independent, internationally recognized reserve auditors to perform recur- ring reserves audits of its major crude oil and natural gas fields. The tables on the following pages show the company's estimated proven and proven developed reserves as of December 31, 2014, and December 31, 2015, as well as changes attributable to production or other factors. Supplementary information on BASF reporting Oil & Gas Other activities in Exploration & Production (e.g., trading business and joint venture services) Companies accounted for using the equity method (Severneftegazprom, Wolgodeminoil, Wintershall AG and Wintershall Noordzee B.V.) Corporate overhead costs and financing costs Russia Production 33 65 8 330 Gas 2015 Germany Rest of Europe Russia North Africa, Middle East South America Total Proven developed and undeveloped gas reserves as of January 1, in billion standard cubic feet (BSCF)1 146 668 5,412 83 61 7,174 Revisions and other changes 7 100 244 (1) 176 526 Extensions and discoveries 31 31 Purchase/sale of reserves (45) 887 65 141 36 Purchase/sale of reserves Production Proven reserves as of December 31 42 62 16 13 4 ☐ 2 41 144 193 96 62 (2,111) Thereof equity-accounted companies 1 4 91 96 Proven reserves excluding equity-accounted companies 42 143 189 5 9 388 Proven developed reserves as of December 31 484 668 5,412 61 642 Exploration expenses and technology 9 119 3 44 15 190 Depreciation, amortization and impairment 109 439 38 106 105 56 Other 10 (356) 61 12 (61) (334) Income before taxes 177 506 626 25 197 748 1,531 58 277 194 Middle East 249 South America Total 114 1,495 Sales natural gas 107 468 772 277 1,624 Local duties (royalties, export, etc.) 71 90 167 4 79 342 Net revenue (less duties) 436 985 799 245 312 2,777 Production costs 131 2 519 Income taxes 200 South America Total Acquisition expenditures 41 779 820 Exploration and technology expenditures 12 230 16 54 79 391 Middle East Development expenditures 59 912 143 8 330 1,452 71 1,183 938 62 409 2,663 2014 (in million €) Total expenditures 59 Russia Rest of Europe 122 122 70 573 Operating income after taxes 118 306 504 (97) 127 958 Equity-accounted income 38 North Africa, 2 Income after taxes excl. equity-accounted income 118 306 466 (99) 127 918 BASF Report 2015 Supplementary Information on the Oil & Gas Segment 229 Supplementary Information on the Oil & Gas Segment Period expenditures for acquisition, exploration and development of oil and gas deposits Period expenditures include all amounts incurred in connection with the acquisition, exploration or development of oil and gas deposits, regardless of whether these were capitalized or expensed. 2015 (in million €) Germany 40 419 Sales crude oil (including condensate and LPG) Russia 574 168 Middle East 150 South America Total 115 1,257 Sales natural gas 100 585 644 322 1,651 250 Local duties (royalties, export, etc.) 2 125 6 87 275 Net revenue (less duties) 295 1,157 687 144 350 2,633 Production costs 55 122 Sales crude oil (including condensate and LPG) North Africa, 887 7,174 3,350 61 3,411 Proven reserves excluding equity-accounted companies 146 668 2,062 887 3,763 Proven developed reserves as of December 31 115 Russia 350 53 505 5,458 1 Natural gas can be converted with a factor of 5.6 BSCF per MMBOE (million barrels of oil equivalent). 228 Supplementary Information on the Oil & Gas Segment Supplementary Information on the Oil & Gas Segment BASF Report 2015 Operating income from oil and gas-producing activities Operating income represents only those revenues and expenses directly associated with oil and gas production. These amounts do not include financing costs (such as inter- est expenses) or corporate overhead costs and therefore do not correspond with the contributions to the Oil & Gas segment. The deviations in sales compared with segment reporting are the result of merchandise and service transac- tions not shown here, as well as the proportional inclusion of companies accounted for using the equity method in the IFRS-based Financial Statements. Estimated income taxes were computed using local applicable income tax rates. 2015 (in million €) Germany Rest of Europe 4,435 345 60 63 101 29 83 246 Operating income after taxes 40 (76) 448 (101) 150 461 Equity-accounted income Income after taxes excl. equity-accounted income 17 (3) 5 91 40 40 (73) 359 (106) 150 370 2014 (in million €) Germany Rest of Europe North Africa, 89 16 Income taxes 707 127 717 Exploration expenses and technology 8 194 6 37 16 261 Depreciation, amortization and impairment 99 990 40 114 72 1,315 Other 10 (313) 32 2 (98) (367) Income before taxes 56 (59) 549 (72) 233 Exploration and technology expenditures (2,132) 4 Includes the change in reporting from 2009 onward of the effects of regular extensions of U.S. dollar hedging transactions Ten-year summary The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization. It is calculated as income from operations before depreciation and amortization as a percentage of sales. Eco-Efficiency Analysis The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profitability and environmental compatibility. Ecosystem services Companies simultaneously rely on, and have an impact on, ecosys- tem services, such as the conservation of air, water and soil quality. Biodiversity - or the variety of life forms on our planet - serves as a basis of and indicator for the integrity of ecological systems. BASF Report 2015 Overviews 239 Glossary Enhanced oil recovery (EOR) Enhanced oil recovery (EOR) methods, also called tertiary recovery or tertiary production methods, are used to increase the recovery factor from oil reservoirs. Different technologies are employed depending on reservoir conditions; a distinction is generally made between thermal and chemical EOR and miscible gas flooding, which makes use of gases such as carbon dioxide. Equity method The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. European Water Stewardship (EWS) Standard The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are water abstraction volumes, water quality, conservation of biodiversity and water governance. The Europe-wide standard came into force at the end of 2011 and was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). Exploration Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. F Global Product Strategy (GPS) The Global Product Strategy aims to establish global product stewardship standards and practices for companies. The program, initiated by the International Council of Chemical Associations, strives to ensure the safe handling of chemicals by reducing existing differences in risk assessment. Global Reporting Initiative (GRI) The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their economic, environmental and social activities. Since 2003, BASF has followed this globally recognized standard in sustainability reporting and is involved in the standard's further development. Greenhouse Gas Protocol (GHG Protocol) The Greenhouse Gas Protocol, used by companies in different sec- tors as well as nongovernmental organizations and governments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recommendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Institute and the World Business Council for Sustainable Development. H Health Performance Index (HPI) The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health manage- ment. It comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Field development Field development is the term for the installation of production facilities and the drilling of production wells for the commercial exploitation of oil and natural gas deposits. EBITDA margin Formulation Earnings before interest, taxes, depreciation and amortization (EBIT- DA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and write-ups). EBIT after cost of capital is calculated by deducting the cost of capital from the EBIT of the operating divisions. The cost of capital thereby reflects the shareholders' expectations regarding return (in the form of dividends or share price increases) and interest payable to creditors. If the EBIT after cost of capital has a positive value, we have earned a premium on our cost of capital. Consumer goods sector The consumer goods sector includes, for example, the textiles and leather industry, the electrical industry and domestic appliance manufacturing, as well as the paper industry and the personal care and cleaners sector. D Audits Audits are a strategic tool for monitoring and directing standards. During a site or plant audit, clearly defined criteria are used to create a profile on topics such as environment, safety or health. B Backup line A backup line is a confirmed line of credit that can be drawn upon in connection with the issue of commercial paper if market liquidity is not sufficient, or for the purpose of general corporate financing. It is one of the instruments BASF uses to ensure it is able to make payments at all times. Barrel of oil equivalent (BOE) A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. Biotechnology Biotechnology includes all processes and products that make use of living organisms, such as bacteria and yeasts, or their cellular constituents. BDO BDO stands for 1,4-Butanediol and is a BASF intermediate. BDO and its derivatives are used for producing plastics, polyurethanes, solvents, electronic chemicals and elastic fibers. C CO₂ equivalents CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. Commercial paper program The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be determined indi- vidually. This requires a good rating. Compliance Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. Dodd-Frank Act The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of Congo or its bordering countries. The companies must prove whether the materials they use are from conflict mines in these areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their derivatives: Columbite- tantalite (coltan), cassiterite, wolframite and gold. E EBIT Earnings before interest and taxes (EBIT): At BASF, EBIT corresponds to income from operations. EBIT after cost of capital EBITDA Formulation describes the combination of one or more active substances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effec- tiveness of various products, such as cosmetics, pharmaceuticals, agricultural chemicals, paints and coatings. Free cash flow Free cash flow is cash provided by operating activities less pay- ments related to property, plant and equipment and intangible assets. BASF uses the materiality analysis to gain information from internal and external stakeholders about the significance of sustainability topics. The results, which are grouped into eight material aspects of sustainability, help BASF identify present and future opportunities and risks for its business and develop strategies to address these at an early stage. MDI MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of the plastic poly- urethane. This plastic is used for applications ranging from the soles of high-tech running shoes and shock absorbers for vehicle engines to insulation for refrigerators and buildings. Million British thermal unit (mmBtu) The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content gas. One mmBtu (million British thermal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Monitoring system Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and interna- tionally recognized labor standards. MSCI World Chemicals Index The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. N Nanomaterials The International Organization for Standardization defines nano- materials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nanoscale. For regulatory purposes, there are additional definitions for nanomaterials worldwide. Naphtha Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. NMVOC (Nonmethane Volatile Organic Compounds) VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. BASF Report 2015 Overviews 241 Glossary OHSAS 18001 The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a manage- ment system for occupational safety. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. Retention Profits generated can be used in two ways: distributed to sharehold- ers or kept within the company. The latter is referred to as retention. Return on assets Return on assets describes the return we make on the average assets employed during the year. It is calculated as income before taxes and minority interests plus interest expenses as a percentage of average assets. P Patent Asset Index The Patent Asset Index measures the strength of a company's patent portfolio. It is made up of two factors: (1) portfolio size (the number of worldwide active patent families) and (2) competitive impact, which is the combination of technology relevance and market coverage (weighted by market size). Materiality analysis/material aspects M The long-term incentive program is a share-price-based compensa- tion program for senior executives of the BASF Group and members of the Board of Executive Directors. The program aims to tie a por- tion of the participants' compensation to the long-term, absolute and relative performance of BASF shares. Long-term incentive program (LTI) G Global Compact In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. As a founding member of Global Compact, BASF is committed to upholding the ten principles in the categories human rights, labor relations, environmental protection and corruption. We regularly report on our implementation of the principles. I IAS IAS stands for International Accounting Standards (see also IFRS). IFRS The International Financial Reporting Standards (until 2001: Interna- tional Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, England. The "IAS Regulation" made the application of IFRSS mandatory for listed companies headquartered in the European Union starting in 2005. ILO Core Labor Standards The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. BASF has a Group-wide system to monitor employees' and suppliers' adherence to these labor standards. ISO 14001 ISO 14001 is an international standard developed by the International Organization for Standardization (ISO) that determines the general requirements for an environmental management system for volun- tary certification. 240 These are companies over whose operating and financial policies BASF can exercise significant influence, and which are not subsidi- aries, joint ventures or joint operations. In general, this applies to companies in which BASF has an interest of 20% to 50%. Overviews Glossary ISO 19011 ISO 19011 is an international standard developed by the International Organization for Standardization (ISO) that determines requirements for audits of quality management and environmental management systems. ISO 50001 ISO 50001 is an international standard developed by the International Organization for Standardization (ISO) that determines the general requirements for an energy management system for voluntary certi- fication. IUCN categories of protected areas The International Union for Conservation of Nature (IUCN) is an inter- national nongovernmental organization that aims to raise awareness for the protection of species and to contribute to the sustainable use and conservation of resources. IUCN classifies the world's protected areas. Categories I, II and III refer to "Strict Nature Reserve and Wilderness Area," "National Park" and "Natural Monuments or Fea- tures," respectively. J Joint arrangement A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Joint operation A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. Joint venture A joint venture is a joint arrangement in which the parties that I have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial Statements. BASF Report 2015 Peak sales potential Associated companies BASF Report 2015 3,545 4,074 Other liabilities 1,824 1,976 3,434 2,240 2,802 3,036 2,623 2,292 3,564 2,520 Liabilities of disposal groups 17 195 87 Current liabilities 13,980 12,482 16,295 11,680 15,568 16,477 1,993 16,710 14,339 15,893 14,236 Total equity and liabilities 45,291 3,256 46,802 50,860 51,268 59,393 61,175 4,094 3,369 Provisions 2,848 2,697 3,043 3,276 3,324 3,210 2,628 2,670 2,844 2,540 Tax liabilities 858 881 860 1,003 1,140 1,038 870 968 1,079 1,082 Financial indebtedness 3,695 3,148 6,224 2,375 3,985 62,726 64,204 71,359 70,836 1 We have applied International Financial Reporting Standards 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. F 500® Flo Rite® FSC® HexamollⓇ Initium® IntegralⓇ InterceptorⓇ KeropurⓇ Kixor® reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group 1 Trademarks are not registered in all countries. Trilon® UltradurⓇ UltramidⓇ reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group UltrasonⓇ reg. trademark of BASF Group VaultⓇ reg. trademark of BASF Group Xemium® .reg. trademark of BASF Group XSparkⓇ .reg. trademark of BASF Group 238 Overviews Glossary Glossary Subtilex® Espaço ECO® Foundation StandakⓇ .reg. trademark of BASF Group 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. BASF Report 2015 Trademarks¹ Overviews 237 Trademarks Acronal® AgCelenceⓇ BioStackedⓇ CametⓇ CellastoⓇ ClearfieldⓇ Creator Space™ Cultivance® DINCH® ecovioⓇ Elastocool® ElastollanⓇ EngeniaⓇ .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group A .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Forest Stewardship Council MasterSeal® NatuphosⓇ NealtaⓇ PaliocromⓇ PolyTHFⓇ QuiceⓇ Responsible Care® SeltimaⓇ .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group _reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group _reg. trademark of BASF Group reg. trademark of Conseil Européen de l'Industrie Chimique .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group Sustainable Solution SteeringⓇ reg. trademark of BASF Group Synative® TermidorⓇ Slentite® reg. trademark of BASF Group SokalanⓇ Epotal® LimusⓇ LIX® The peak sales potential of the crop protection pipeline describes the total peak sales generated and expected for individual products in the pipeline. It comprises innovative active ingredients and system solutions that have been on the market since 2015 or will be launched on the market by 2025. The peak sales potential of individual prod- ucts corresponds to the highest sales value to be expected from one year of the observation period. Propylene oxide (PO) Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. Employee representatives. Employees. 14, 23, 27, 39, 49ff., 85, 113, 116, 119ff., 207 O Oil & Gas. 26, 47 28, 30 ff., 34, 42ff., 98ff., 119f., 136f., 189, 219, cover 21 f., 37 f., 39f., 52, 54, 56, 61f., 86ff., 105f., 124ff., 167, 170 ff., 174, 176f., 180 f., 225 ff., cover 244 Overviews Index P Patents Pensions Performance Chemicals. Performance Materials Performance Products Petrochemicals. Procurement. Production Product stewardship. R Rating 35, 40, 166, 175f., 191f. 58, 159, 171, 179, 199f., 236 21, 69 ff., 124, 176ff., 179, cover 21, 54, 56, 76ff., 175 ff., 179, cover 21, 37, 39, 41, 52, 56, 61f., 69 ff., 92, 124ff., 179, 181, cover 21, 52, 63 ff., 92f., 124, 178f., 199, cover 28, 94f., 113, 117 22, 24ff., 28f., 37 ff., 49 ff., 92 ff., 98f., 100ff. 28f., 103, 239 Emerging markets. 16f., 59, 118, 126, 218 21, 56, 69 ff., 177, 179, 185 104 21, 63 ff., 179, cover 27, 39f., 57, 66f., 72f., 78f., 83 ff., 89f., 92, 98, 113f., 119f., 125f., 181f., 193f., 232, 235, cover 17, 21 26, 31, 47, 94, 136f. 28, 45f., 118 D Derivative financial instruments. Dispersions & Pigments. Diversity. Divestitures Dividend. 170, 212, 215 21, 69ff., 124, 179, 184, cover 25, 45, 131 f. 39f., 52, 54, 60, 160, 175 ff., 184f., 202f., 217 10, 14f., 60, 126, 151,160f., 167f., 174f., 186, 198, 217, 235, cover Donations and sponsorship. 48 E M Material aspects. Materiality analysis. Monitoring system. Monomers. N Nanotechnology- Natural Gas Trading. Nutrition & Health. 5, 25, 31, 120, 240 5, 25, 31, 120, 240 26, 47, 120, 240 21, 37, 52, 63ff., 93, 124, 179, cover 54, 86, 89 ff., 215 Raw materials. REACH Regions 17, 24ff., 30 ff., 41f., 44, 64, 70, 77, 83, 87, 119, 136 114, 129ff., 139f., 146f., 148ff., 152 28, 94f., 96 f., 117, cover 5f., 16f., 25f., 31 ff., 94 ff., 120, cover T Technology fields. Transportation. BASF Report 2015 27, 36 6, 21, 50, 77, 86 ff., 98, 99, 108, 112, 122, 241, cover V Value-based management. Value chain. 30 Values Verbund. Vocational training. W Water Wintershall 25, 28, 31 f., 41, 64, 94ff., 116, 119, 132, 242 24ff., 46, 129, 136 22, 24, 26, 34f., 37f., 41, 43, 63f., 70, 92, 96, 107, 111, 114, 117, 119, 179, 242 43f. 29, 34, 70f., 77f., 96 ff., 109f., 120, 239, 242, cover 21, 23, 40, 86ff., 173f., 178, 181, 185, 193, 195, 205, 209, 225 155 5f., 16, 26, 31, 47, 55, 94 ff., 136f., 150, 162 ff., 238 ff. 5, 26, 31f., 47, 119f., 239 30, 52ff., 61 ff., 67 ff., 73 ff., 79 ff., 85 ff., 90 ff., 124f., 241, cover Research and development. Renewable raw materials/ resources. Responsible Care. 22, 24, 36f., 50f., 69f., 74, 94f., 96f., 98f., 117f., 209, 211 103f., 116, 185 21, 27, 34f., 39, 49, 92f., 114, 119, 179, 182 34 ff., 92, cover 96, 241 26, 94, 98, 110, 237, cover S Safety and security. Sales Segment data. Share 96, 119, cover Shareholders. Special items. Stakeholders. Standards Statement by the Board of Executive Directors. Strategy. Supervisory Board. Suppliers. Sustainability. 6, 21, 25f., 31, 37, 98ff., 117, 136, 184, 208, cover 21f., 27f., 34, 50, 52ff., 61f., 63 ff., 69 ff., 76ff., 82 ff., 86 ff., 92f., 118f., 124f., cover 73, 79, 85, 90, cover 14ff., 18, 47, 53ff., 60, 133, 135, 157, 161, 182, 198, 218f., 235, cover 9ff., 30 f., 60, 126, 129 ff., 148f., 158ff., 215f., cover 6, 22, 48, 65, 68, 71, 95, 97 ff., 102, 106f., 109f., 112, 114, 171, 184f., 193f., 205 Sites. 24ff., 34ff., 64, 70, 77, 83, 87, 157f., 168, 170, 182ff., 202, 215 26, 31 f., 47, 94, 136f. W Water stress areas Water stress areas are areas in which water represents a scarce resource, and where people abstract more than 60% of the water available. The most important factors leading to water scarcity are: low precipitation, high temperatures, low air humidity, unfavorable soil properties and high water abstraction rates. White biotechnology White biotechnology is an area of biotechnology, also called indus- trial biotechnology, which uses microorganisms and/or enzymes to produce chemical products that are utilized in many levels of the value chain in the chemical industry. BASF Report 2015 BASF Report 2015 Index Overviews 243 Index A Acquisitions. Agricultural Solutions. Air and soil. Auditor's report. Audits. B 39f., 52, 60, 87, 114, 119 f., 160, 175ff., 191 ff., 202, 217 21, 37f., 41, 54, 61f., 82ff., 92f., 124ff., 179, cover 111f. 6, 151, 156 26, 95, 98ff., 137, 238, cover Energy efficiency. Environmental protection. Equity. Events after the reporting period Exploration & Production. 28f., 98, 105 ff., cover In the BASF Verbund (pronounced "fair-boond"), production facili- ties, energy flow, logistics and infrastructure are intelligently net- worked with each other in order to increase production yields, save resources and energy, and reduce logistics costs. We also make use of the Verbund principle for more than production, applying it for technologies, knowledge, employees, customers, and partners, as well. Verbund A value chain describes the successive steps in a production pro- cess: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Value chain R Ramsar Site Ramsar Sites were defined in the Ramsar Convention of 1971. These are protected Wetlands of International Importance, such as lagoons, moors, lakes, rivers and marshlands. REACH REACH is a European Union regulatory framework for the registra- tion, evaluation and authorization of chemicals, and will be imple- mented gradually until 2018. Companies are obligated to collect data on the properties and uses of produced and imported substances and to assess any risks. The European Chemicals Agency reviews the submitted dossiers and, if applicable, requests additional information. Renewable resources The term renewable resources refers to components from biomass that originate from different sources (plants and microorganisms, for example), and are used for industrial purposes. Renewable resources are used for manufacturing numerous products and for generating electricity and other forms of energy. Responsible Care Responsible Care refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. S Special items Special items describe one-time charges or one-time income that significantly affect the earnings of a segment or the BASF Group. Special items include, for example, charges arising from restructur- ing measures or earnings from divestitures. Spot market (cash market) _6, 98, 100 ff., 136, 170, 172, 184, 205, 216, 241, cover 30, 58, 119, 158ff., 161, 173ff., 198, 235f. A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. Sustainable Solution SteeringⓇ We use Sustainable Solution SteeringⓇ to review and guide our portfolio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our prod- ucts and solutions already comply with sustainability requirements and how we can increase their contribution. T TDI TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furni- ture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). TUIS TUIS is a German transport accident information and emergency response system jointly operated by around 130 chemical compa- nies. The member companies can be reached by the public author- ities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. U UNESCO protected area UNESCO protected areas, or World Heritage Sites, are natural sites of exceptional value. These important habitats can be home to endangered plant and animal species. 242 Overviews Glossary V Steam cracker 4,020 126, 222 187, 190, 225, cover 6, 156 Global Reporting Initiative. Goals 5, 239 Goodwill Growth fields H Health protection. Human rights. | 31, 46f., 94, 104, 136f. Income, statement of. 25f., 47, 114, 117, 129, 136f., 150, 238 21, 76ff., 93, 179, cover 21, 76ff., 93, 179, 190, cover 34f., 38, 95, 113, 119, 225 26, 94, 129 ff., 164f. 28, 30, 54, 56, 59, 67, 73, 79, 85, 90, 124, 126, 189 ff., 193f., 217, 238, cover 21, 38, 82ff., 179, 190, 211 21 f., 24 ff., 31 ff., 35 ff., 41, 50, 92, 119 Innovation Intermediates. Investments. Investor Relations L Labor and social standards Leaders 4f., 26, 32, 94, 137f., 239 24 ff., 28ff., 34, 39, 42 ff., 113, 129, 132 39, 118, 176 27, 36, 41 98, 100 f., cover Global Compact. G 16f., 28f., 98, 105 ff. 63 ff., 92f., 124ff., 179, 181, 185, 194, cover Balance sheet. Biotechnology Board of Executive Directors. Brand External audit. 57 ff., 115, 159, 161 ff., 236 36, 38, 82ff., 104, 179, 238, 242 F Field development. 9ff., 12f., 114f., 129ff., 138, 140ff., 148ff., 152, 155 26, 237 39, 57, 88f., 171, 225 Functional Materials & Solutions_21, 37 ff., 41, 54, 56, 61 f., 76ff., 92f., 124 ff., 179, 185, cover Further training. 21, 54, 86 ff., 174, 179, 44 Care Chemicals. 21, 69ff., 124, 179, 184, cover Cash flow. Catalysts. Chemicals. Climate protection. Coatings. Code of Conduct. Compliance. Construction Chemicals. Cooperation. Corporate Governance. Cost of capital. Crop Protection. Customers 60, 118, 158, 160, 170 ff., 198, 215f., 217, 230 ff., 235, 239, cover 21, 76ff., 93, 179, 190, 211, cover 21, 37, 39f., 52ff., 56, 61f., C 4,861 5,153 4,502 5,940 5,807 5,023 1.54 5,693 4.96 6.74 5.25 5.22 5.61 4.34 6,460 7,105 EBITDA margin % 18.5 17.6 15.3 14.6 17.4 16.3 Return on assets % 17.5 16.4 13.5 7.5 14.7 16.1 Cash provided by operating activities* Return on equity after tax 3.13 3.19 Personnel expenses 95,247 95,175 96,924 104,779 88,160 94,893 95,885 109,140 111,141 110,782 103,612 104,043 110,403 109,969 112,206 113,292 112,435 111,844 112,644 113,249 6,210 6,648 6,364 7,107 8,228 8,576 8,963 9,285 9,224 9,982 Research and development expenses 1,277 1,380 1,355 1,398 1,492 1,605 1,732 1,849 1,884 1,953 Key data Earnings per share³ € 4.16 % 19.2 22.4 9,446 13.9 14.1 14.9 15.1 11.0 11.5 11.7 8.7 19.9 19.2 19.7 14.4 2,880 2,826 5,853 2,158 2,388 2,480 2,572 2,664 2.60 2.70 2.80 2.90 Number of shares as of December 313,6 6,958 8,100 6,602 ༄༅༄༅ | 17.0 8.9 24.6 27.5 Appropriation of profits Net income of BASF SE5 € 1,951 2,267 Dividends 1,484 1,831 Dividend per share³ Annual average € 1.95 ༄༅། 2,982 2,176 3,737 3,506 1,791 1,561 1.95 1.70 2,021 2.20 2,296 2.50 1.50 At year-end Number of employees 3,600 7,316 6,463 3,677 7,761 8,586 6,742 7,160 7,626 6,248 Income before taxes 6,527 6,935 5,976 3,079 7,373 8,970 5,977 6,600 7,203 5,548 Income before minority interests 3,466 4,325 3,305 1,655 5,074 6,603 6,750 Income from operations (EBIT) 10,649 11,043 Million € Overviews 235 Ten-year summary 2006 2007 2008 2009 2010 2011 20121 20132 2014 2015 5,067 Sales and earnings 52,610 57,951 62,304 50,693 63,873 73,497 72,129 73,973 74,326 70,449 Income from operations before depreciation and amortization (EBITDA) 9,723 10,225 9,562 7,388 11,131 11,993 10,009 10,432 Sales million 5,113 4,301 4,084 6,428 6,369 5,742 Depreciation and amortization of property, plant and equipment and intangible assets 2,973 2,909 3,099 3,711 3,370 3,407 3,267 3,272 3,417 4,401 Thereof property, plant and equipment 2,482 2,294 2,481 2,614 2,667 2,618 2,594 2,631 2,770 3,199 3,294 4,126 2,809 Net income 3,215 4,065 2,912 1,410 4,557 6,188 4,819 4,792 5,155 3,987 Capital expenditures, depreciation and amortization 5,492 Additions to property, plant and 10,039 4,425 3,634 5,972 5,304 3,646 5,263 7,726 7,285 6,013 Thereof property, plant and equipment 4,068 2,564 equipment and intangible assets BASF Report 2015 999.4 918.5 Capital surplus 3,141 3,173 3,241 3,229 3,216 3,203 3,188 3,165 3,143 3,141 Retained earnings 13,302 14,556 13,250 12,916 Other comprehensive income 325 174 Minority interests 531 Equity 18,578 (96) 971 1,151 20,098 18,722 15,817 156 1,195 1,132 1,253 18,609 22,657 23,708 (3,461) 19,446 314 (3,400) (5,482) 1,246 1,010 630 581 25,385 25,621 27,673 28,195 1,176 26,102 28,777 1,176 1,176 2,048 1,647 1,827 1,718 2,241 295 3,264 Current assets 18,392 18,908 21,274 19,587 24,861 27,088 27,467 25,951 27,420 24,566 Total assets 45,291 46,802 50,860 51,268 59,393 61,175 62,726 64,204 71,359 70,836 Subscribed capital 1,279 1,224 1,176 1,176 1,176 1,176 1,176 30,120 (3,521) 629 3,420 3,381 Financial indebtedness 5,788 6,954 Other liabilities 972 Noncurrent liabilities 12,733 901 917 14,222 15,843 20,979 8,290 12,444 898 11,670 9,019 8,704 11,151 11,839 11,123 901 21,168 1,142 1,111 1,194 1,197 19,313 20,395 22,192 27,271 869 25,055 Accounts payable, trade 4,755 3,763 2,734 2,786 4,738 5,121 2,894 2,234 2,628 2,467 31,545 Provisions for pensions and similar obligations 1,452 1,292 1,712 2,255 2,778 3,189 5,421 3,727 7,313 6,313 Other provisions 21 3,080 2,757 3,289 3,352 3,335 2,925 3,226 3,502 3,369 Deferred taxes 1,441 2,060 2,167 2,093 3,015 19 17 14 12,967 12,537 25,260 Investments accounted for using 651 Other financial assets Deferred taxes 1,190 622 Other receivables and miscellaneous 336 834 1,146 1,340 1,328 1,952 1,947 1,619 1,953 679 930 1,042 1,112 ༅།༔།། 1,852 3,459 4,174 2015 2014 2011 2012¹ 20132 10,449 12,245 11,919 12,193 12,324 15,032 16,285 17,241 17,966 16,610 19,229 23,496 14,902 14,215 918.5 918.5 918.5 918.5 918.5 918.5 918.5 1 We have applied International Financial Reporting Standards 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 3 We conducted a two-for-one stock split in the second quarter of 2008. The previous year's figures for earnings per share, dividend per share and number of shares have been adjusted accordingly for purposes of comparison. 5 Calculated in accordance with German GAAP 6 After deduction of repurchased shares earmarked for cancellation 236 3,245 Overviews BASF Report 2015 Balance sheet (IFRS) Million € Intangible assets Property, plant and equipment the equity method 2006 2007 8,922 9,559 2008 9,889 2009 2010 Ten-year summary 956.4 4,436 643 9,693 10,385 9,516 Other receivables and miscellaneous current assets 2,607 2,337 3,948 3,223 Marketable securities 56 51 35 15 Cash and cash equivalents 834 767 2,776 1,835 Assets of disposal groups 614 3,883 16 1,493 614 3,781 19 3,455 3,714 4,032 3,095 9,581 10,160 11,266 9,506 10,233 8,688 10,059 10,167 10,886 6,776 7,738 7,752 540 526 1,473 1,006 2,193 1,791 noncurrent assets Noncurrent assets 612 26,899 655 27,894 29,586 642 946 31,681 613 653 911 877 1,498 1,720 34,532 34,087 35,259 38,253 43,939 46,270 Inventories 6,672 6,578 6,763 Accounts receivable, trade 8,223 8,561 561 L Design: Anzinger und Rasp, Munich FSC April 27, 2017 / May 12, 2017 Responsible Care® OUR COMMITMENT TO SUSTAINABILITY BASF supports the chemical industry's global Responsible Care initiative. Further information Published on February 26, 2016 You can find this and other BASF publications online at basf.com You can also order the reports: - By phone: +49 621 60-99001 - Online: basf.com/publications Contact General inquiries Phone: +49 621 60-0 Media Relations Jennifer Moore-Braun, phone: +49 621 60-99123 Sustainability Relations Thorsten Pinkepank, phone: +49 621 60-41976 Investor Relations Magdalena Moll, phone: +49 621 60-48230 Internet basf.com ISSN 1866-9387 D-BASF We create chemistry Report 2015 Interim Report 1st Quarter 2017 / Annual Shareholders' Meeting 2017 February 24, 2017 ZOAC 1514 E October 27, 2016 Full-Year Results 2016 www.fsc.org MIX FSC® C011291 This report is printed on FSC® certified real art paper. Publisher: BASF SE Communications & Government Relations 67056 Ludwigshafen BASF Group 2015 at a glance ↑ Printing: Kunst- und Werbedruck, Bad Oeynhausen Photography: Paper from responsible sources Board of Executive Directors and Supervisory Board: Cover and page 1: Photo series: July 27, 2016 April 29, 2016 Interim Report 1st Quarter 2016 / Annual Shareholders' Meeting 2016 Interim Report 1st Half 2016 Roderick Aichinger, Zhou Bin, Dominik Gigler, Chris Marksbury, Andreas Pohlmann, Chris Marksbury, Yasuo Nishizaki, Fang Shan Cheng, Qilai Shen, Hartmut Unger Roderick Aichinger, BASF, Daimler, Alfredo D'Amato, Guillaume Gaudet, Dominik Gigler, jhphoto/ Imaginechina/laif, Gunnar Kenchtel/laif, Roderick Aichinger, Chris Marksbury Marcus Schwetasch Interim Report 3rd Quarter 2016 Michael Heinz Creator SpaceTM tour, São Paulo, Brazil Margret Suckale Dr. Martin Brudermüller Employee celebration event, Ludwigshafen, Germany BASF Report 2015 Wayne T. Smith Science symposium, Chicago, Illinois BASF Report 2015 Dr. Hans-Ulrich Engel Employee celebration event, Ludwigshafen, Germany Sanjeev Gandhi To Our Shareholders The Board of Executive Directors of BASF SE 13 Science symposium, Shanghai, China Dr. Harald Schwager Creator SpaceTM tour, Barcelona, Spain Jugend forscht national youth science competition, Ludwigshafen, Germany 14 Creator Space™ tour, Ludwigshafen, Germany Dr. Kurt Bock We will continue to actively manage our portfolio. In 2015, we made a number of smaller, technology-driven acquisitions, but we also streamlined our portfolio. We divested parts of our pharmaceutical ingredients business and are preparing the sale of our industrial coatings business. As a result, we will be able to concentrate even more closely on particularly promising areas of activity. In the future, we will continue to review possible acquisitions very critically as to whether they actually create value for our shareholders. Not everything that is en vogue meets this criterion. The Board of Executive Directors of BASF SE To Our Shareholders At the end of the third quarter, we completed the divestiture of our gas trading and storage business to Gazprom. This business contributed approximately €10 billion to sales and €260 million to EBIT before special items in the first three quarters of 2015. In combination with the further fall in oil prices, it became apparent at the end of October that we would probably not reach our annual goals. In 2015, EBIT before special items was 8% lower than in 2014, although we improved earnings in the chemicals business as planned. EBIT fell by 18%, in particular due to price- related impairments to assets in the Oil & Gas segment. As a result, oil prices thwarted our plans in 2015. As the Board of Executive Directors, we cannot be satisfied with last year's performance. Nevertheless, the BASF team did a good job. On behalf of the Board of Executive Directors, I thank all employees for their efforts in what was a challenging year. We remain committed to our ambitious dividend policy and will again propose to the Annual Shareholders' Meeting to increase the dividend by €0.10 to €2.90 per share. As a result, we would pay out almost €2.7 billion to our shareholders. Based on the year-end price of €70.72 for 2015, BASF shares again offer a high dividend yield of around 4.1%. What do we expect in 2016? We assume that oil prices will remain low and are basing our planning on $40 per barrel. As a consequence and in particular due to the divestiture of our gas trading and storage business, sales will decline significantly. We aim to increase sales volumes in our chemicals and agricultural solutions businesses and above all ensure better utilization of the capacities that came on stream in 2015. This is an ambitious goal because our markets are likely to grow more slowly than in 2015. BASF Report 2015 To Our Shareholders Letter from the Chairman of the Board of Executive Directors We expect to achieve a slightly lower level of EBIT before special items than in 2015. We want to again increase earnings in our chemicals and crop protection businesses, but this will not be sufficient to compensate for the massive decline in earnings in the oil and gas business. The oil price will continue to be the biggest risk in 2016. If it should remain below our expected average of $40 per barrel, then we will be unlikely to offset this by means of higher earnings in the chemicals business. Strict cost and expenditure discipline will therefore also be top priority in 2016. This applies in particular to cutting back on capital expenditures, which we will reduce significantly following the increase in 2013 to 2015. A special challenge in this area will be in adjusting expenditures for the development of oil and gas fields. Research and development and thus innovations remain at the heart of our competitiveness. In 2015, we reached our goal of achieving sales of around €10 billion with new and improved products that have been on the market for less than five years. Following a significant increase in research and development spending in the past years, we plan to maintain expenditure at the previous year's level in 2016. Our goal is to convince our customers by continually offering new products and solutions. Since customers are increasingly focusing on sustainability, we see business opportunities that we want to seize through our innovations. We will further increase the proportion of sales from products that contribute particularly to sustainability. Innovation and cooperation with our partners also played a central role in our 150th anniversary year. The wide range of activities, which you will also find in this report, reflect the dynamics of our industry and the contributions that chemistry and BASF - together with its customers - make towards enabling a better life, technical progress and efficient use of resources. This power and dynamism are hallmarks of BASF - both when the company was founded 150 years ago and also today. Yours, Mert Barch Kurt Bock "We expect to achieve a slightly lower level of EBIT before special items than in 2015. The oil price will continue to be the biggest risk in 2016." "Research and development and thus innovations remain at the heart of our competitiveness. Our goal is to convince our customers by continually offering new products and solutions." 11 12 To Our Shareholders The Board of Executive Directors of BASF SE At events in our 2015 anniversary year BASF on the capital market 140 BASF Report 2015 In such a situation it helps to build on the strengths of BASF and keep costs and cash under control. We were quick to adapt production to reflect weaker demand, reduced inventories and thus strengthened cash flow. Our STEP excellence program, which had been running since 2012, was completed faster than originally planned and we therefore launched a new program - DrivE - in September. It is expected to contribute €1 billion to earnings annually by the end of 2018. 130 120 110 100 90 90 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 100 BASF on the capital market 110 130 €70.72 BASF share closing price up by 1.2% year-on-year €2.90 Proposed dividend per share DJSI World, CDLI BASF once again included in sustainability indexes Stock markets were marked by a high level of volatility in 2015. This was largely a factor of fickle economic devel- opment, slowdown in the emerging markets and the threat of Greece's payment default. In this volatile environment, the BASF share rose by 1.2%, trading at €70.72 at the end of 2015. We stand by our ambitious dividend policy and will propose a dividend of €2.90 per share at the Annual Shareholders' Meeting an increase of 3.6% compared with the previous year. BASF enjoys solid financing and good credit ratings. BASF share performance ■ Stock markets fluctuate widely over course of year BASF share gains 1.2% in 2015 ■ ■ Ten-year development continues to clearly outperform benchmark indexes The weak euro and the European Central Bank's (ECB) announced intention to purchase large amounts of additional bonds both provided the stock markets with a positive start to 2015. On April 10, 2015, new record highs were achieved as the German benchmark index DAX 30 closed at 12,375 points and the BASF share price at €96.72. As the second quarter progressed, concerns especially about Greece's financial solvency led to share price losses. The second half of the year saw the market rebound as European finance ministers approved the third bailout package for Greece and the - - eurozone produced robust economic figures. This was fol- lowed by considerable dips, due in large part to the weak economic situation in China and severe recession in Brazil. The further depreciation of the euro, positive economic devel- opment and speculation as to a renewed expansion of the ECB's monetary policy initially led to a fourth-quarter boost in share prices, including the BASF share. Prices dropped again in December, however, after the ECB announced intentions to continue easing its monetary policy, a decision that disap- pointed many investors who had anticipated more expansive measures. BASF shares traded at €70.72 at the end of 2015, 1.2% above the previous year's closing price. Assuming that divi- dends were reinvested, BASF shares gained 4.4% in value in 2015. This did not match the performance of the German and European stock markets, whose benchmark indexes DAX 30 and DJ EURO STOXX 50 gained 9.6% and 6.4% over the same period, respectively. As for the global industry indexes, DJ Chemicals fell by 3.3% in 2015 while MSCI World Chemi- cals declined by 0.6%. Viewed over a ten-year period, the long-term performance of BASF shares still clearly outperforms these indexes. The assets of an investor who invested €1,000 in BASF shares at the end of 2005 and reinvested the divi- dends in additional BASF shares would have increased to €3,195 by the end of 2015. This represents a yield of 12.3% each year, placing BASF shares above the returns for the DAX 30 (7.1%), EURO STOXX 50 (2.2%) and MSCI World Chemicals (7.4%) indexes. Change in value of an investment in BASF shares in 2015 (With dividends reinvested; indexed) 140 120 In our chemicals business, the oil price initially had a positive impact on margins. Soon, however, it was clear that our customers were becoming increasingly cautious. They held back from ordering - in the expectation of further declines in prices for chemical products. Pressure on margins increased in the course of the year, particularly in the fourth quarter. Supplementary Information on the Oil & Gas Segment "We remain committed to our ambitious dividend policy and will again propose to the Annual Shareholders' Meeting to increase the dividend by €0.10 to €2.90 per share." THE GLOBAL COMPA GLOBAL COMPACT WE SUPPORT Global Compact LEAD PARTICIPANT GRI Organizational Stakeholder 2015 6 About This Report BASF Report 2015 Data ■ Relevant information included up to editorial deadline of February 23, 2016 All information and bases for calculation in this report are founded on national and international standards for financial and sustainability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. The reporting period was the 2015 business year. To make this report as current as possible, we have included relevant information available up to the edito- rial deadline of February 23, 2016. The report is published each year in English and German. BASF Group's scope of consolidation for its financial reporting comprises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated material subsidiaries and proportionally included joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consoli- dated Financial Statements. BASF For more on the Global Reporting Initiative, see globalreporting.org For more on our selection of sustainability topics, see page 31 onward and basf.com/materiality The results of the materiality analysis and the material topics derived from them - such as energy and climate, water, resources and ecosystems, responsible production, and employment and employability - define our report and provide its focus. The information on the financial position and performance of the BASF Group is based on the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code as well as the German Accounting Standards (GAS). Internal control mechanisms ensure the reliability of the information presented in this report. BASF's management confirmed the effectiveness of the internal control measures and compliance with the regulations for financial reporting. BASF Report 2015 About This Report 5 ■ Content and structure As an integrated report, the BASF Report also serves as progress report with regard to U.N. Global Compact Sustainability reporting follows Global Reporting Initiative's G4 "comprehensive" international guidelines The BASF Report combines the major financial and non- financial information necessary to thoroughly evaluate our performance. We select the report's topics based on the principles of materiality, sustainability context, completeness, balance, and stakeholder inclusion. In addition to our integrated report, we publish further information online. Links to this supplementary information are provided in each chapter. Our reporting on sustainability issues has been aligned with the Global Reporting Initiative (GRI) framework since 2003. In the BASF Report 2015, our sustainability reporting follows the GRI's G4 "comprehensive" international guidelines. We served as a pilot enterprise in the development of the frame- work for integrated reporting of the International Integrated Reporting Council (IIRC). Following this pilot phase, we have been active in the IR Business Network since 2014 in order to discuss our experience with other stakeholders and at the same time receive inspiration for enhancing our reporting. This report addresses elements of the IIRC framework by, for example, illustrating connections between nonfinancial and financial performance in the chapters for the segments. The information in the BASF Report 2015 also serves as a progress report on BASF's implementation of the ten principles of the United Nations Global Compact and takes into consider- ation the Blueprint for Corporate Sustainability Leadership of the Global Compact LEAD platform. The GRI and Global Compact Index can be found in the online report, providing information on GRI indicators, topics relevant to the Global Compact principles, and the auditor's report of KPMG AG Wirtschaftsprüfungsgesellschaft. The 2015 Online Report can be found at basf.com/report For more on sustainability, see basf.com/sustainability For more on the Global Compact, the implementation of the Global Compact principles, Global Compact LEAD and Blueprint for Corporate Sustainability Leadership, see globalcompact.org and basf.com/en/global-compact The GRI and Global Compact Index can be found at basf.com/en/gri-gc An illustrated example of BASF's business model as geared toward the IIRC framework can be found in the introduction under "How we create value" Requirements and topics Financial reporting according to International Financial Reporting Standards, German Commercial Code and German Accounting Standards ■ Sustainability reporting focused on material topics The chapter "Working at BASF" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2015. Our data collection methods for envi- ronmental protection and occupational safety are based on the recommendations of the European Chemical Industry Council (CEFIC). In the chapter on "Safety, Security, Health and the Environment," we report all data on the emissions and waste of the worldwide production sites of BASF SE, its subsidiaries, and joint operations based on our stake. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint opera- tions and joint ventures in which we have sufficient authority in terms of safety management, are compiled worldwide regard- less of our stake and reported in full. Further data on social responsibility and transportation safety refers to BASF SE and its subsidiaries unless otherwise indicated. For more on companies accounted for in the Consolidated Financial Statements, see the Notes from page 173 onward For more on emissions, see page 105 The Consolidated Financial Statements begin on page 153 the Board of Executive Directors 9 The Board of Executive Directors of BASF SE 12 BASF on the capital market 14 To Our Shareholders BASF Report 2015 Dear Shareholder, To Our Shareholders Letter from the Chairman of the Board of Executive Directors As this report goes to print, we are looking back at one of the most turbulent starts to the year for decades. At times, oil prices fell to below $27 per barrel - the lowest level since 2003. In 2015, oil prices averaged $52 per barrel, almost half the previous year's figure. This price slump reflects not only an oil surplus but also a slowdown in global economic growth, especially in emerging markets. Our share price has also suffered from these developments. Since the beginning of the year it has fallen significantly to below €60 and is thus substantially lower than the peak of nearly €97 in April 2015. These figures underline the level of uncertainty about the future performance of the global economy. This raises some legitimate questions: How will demand for chemical products develop? What will be the impact if oil prices remain low for any length of time? How does one steer a company like BASF in such turbulent and challenging times? 9 10 To Our Shareholders Letter from the Chairman of the Board of Executive Directors BASF Report 2015 "In our chemicals business, the oil price initially had a positive impact on margins. Soon, however, it was clear that our customers were becoming increasingly cautious." Letter from the Chairman of The start to 2015 confirmed these goals: Although volume growth weakened in the first quarter, margins developed satisfactorily and oil prices moved in the direction of the expected corridor. However, the first signs of an economic slowdown also became apparent - especially in emerging economies. Important industries such as agriculture and automotive developed more weakly than expected. In contrast, the U.S. economy proved relatively robust. The weakness of the euro supported the competitiveness of our European sites. 233 223 For an overview of the restated figures for 2014, see basf.com/publications External audit and evaluation Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consoli- dated Financial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements including the Notes is based on the likewise audited financial statements of the BASF Group companies. Statements and figures pertaining to sustainability in the Management's Report and Consolidated Financial Statements are also audited. The audit was conducted using the Interna- tional Standard of Assurance Engagements 3000 and the International Standard of Assurance Engagements 3410, the relevant auditing standards for sustainability reporting. The additional content provided on the BASF internet sites indicated in this report is not part of the information audited by KPMG. The Auditor's Report can be found on page 156 The Assurance Report on sustainability information in the BASF Report 2015 can be found at basf.com/sustainability_information Forward-looking statements This report contains forward-looking statements. These state- ments are based on current estimates and projections of BASF management and currently available information. Future statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such factors include those discussed in the Opportunities and Risks Report from pages 113 to 120. We do not assume any obligation to update the forward-looking statements contained in this report. 1 About This Report To Our Shareholders Management's Report Corporate Governance + 19 127 Consolidated Financial Statements 153 BASF share 4.4% Overviews DAX 30 9.6% ― MSCI World Chemicals -0.6% A look back at the past year provides some initial answers to these questions. Compared with 2014, our goals for 2015 were to increase sales slightly and match the high level of income from operations (EBIT) before special items. This was based on the assumption that higher earnings from our chemicals activities would compensate for the expected decline in earnings in our Oil & Gas segment due to lower oil prices. We planned with oil prices in the range of $60 to $70 per barrel. € 200.8 224.5 264.5 4.7 3.3 2.8 2.9 3.3 Number of shares December 31 million shares 918.5 205.6 918.5 918.5 918.5 Market capitalization December 31 billion € 49.5 65.4 71.2 64.2 65.0 Earnings per share € 918.5 265.7 million € million shares 79.28 2014 2015 € 53.89 71.15 77.49 69.88 70.72 € 69.40 73.09 78.97 87.36 96.72 € 43.66 51.89 64.79 65.61 65.74 € 57.02 62.17 71.96 77.93 5.25 5.22 5.61 4.34 We add value as one company. Our Verbund concept is unique in the industry. Encompassing the Production Verbund, Technology Verbund and Know-How Verbund as well as all relevant customer industries worldwide, this sophisticated and profitable system will continue to be expanded. This is how we combine our strengths and add value as one company. We form the best team We innovate to make our customers more successful We drive sustainable solutions We add value as one company Our strategic principles We therefore act in accordance with four strategic principles. - Quality of life - Food and nutrition - Resources, environment and climate Our leading position as an integrated global chemical company gives us the chance to make important contributions in the following three areas: For us, this is what successful business is all about. - Connecting creative minds to find the best solutions for market needs - Acting as a fair and reliable partner We live our corporate purpose by: - Sourcing and producing responsibly We want to contribute to a world that provides a viable future with enhanced quality of life for everyone. We do so by creat- ing chemistry for our customers and society and by making the best use of available resources. We create chemistry for a sustainable future Our corporate purpose In 2050, nearly ten billion people will live on Earth. While the world's population and its demands will keep growing, the planet's resources are finite. On the one hand, population growth is associated with huge global challenges; and yet we also see many opportunities, especially for the chemical industry. With the "We create chemistry" strategy, BASF has set itself ambitious goals in order to strengthen its position as the world's leading chemical company. We want to contribute to a sustainable future and have embedded this into our corporate purpose: "We create chemistry for a sustainable future." As guideline for our conduct and actions Values As strategic basis for our success on the market Principles We create chemistry for a sustainable future Purpose We innovate to make our customers more successful. We want to align our business even more with our customers' needs and contribute to their success with innovative and sustainable solutions. Through close partnerships with cus- tomers and research institutes, we link expertise in chemistry, 2013 World population growth Europe 549 million Adjusted earnings per share € 6.26 5.64 5.31 5.44 5.00 Asia 5.3 billion +270% +340% 57 million Oceania Africa 2.5 billion +990% 9.7 billion Americas 1.2 billion +250% Europe 707 million +30% 2050 Source: United Nations, 2015 13 million 229 million Oceania Africa 2.5 billion Asia 1.4 billion 340 million Americas 1950 BASF Report 2015 2012 BASF Report 2015 1 Germany 36% 5 5.9% 2 United States and Canada 16% 0.2% 3 United Kingdom and Ireland 11% 7.4% 4 Rest of Europe 21% 5 Rest of world 6 Not identified 5% 11% Proposed dividend of €2.90 per share At the Annual Shareholders' Meeting, the Board of Executive Directors and the Supervisory Board will propose a dividend payment of €2.90 per share. We stand by our ambitious divi- dend policy and plan to pay out almost €2.7 billion to our shareholders. Based on the year-end share price for 2015, BASF shares offer a high dividend yield of around 4.1%. BASF is part of the DivDAX share index, which contains the fifteen companies with the highest dividend yield in the DAX 30. We aim to increase our dividend each year, or at least maintain it at the previous year's level. Dividend per share¹ (€ per share) Employees becoming shareholders 4 6 MSCI World Index DJ Chemicals Dividend per share BASF Bericht 2015 To Our Shareholders BASF on the capital market 15 Long-term performance of BASF shares compared with indexes (Average annual increase with dividends reinvested) 2010-2015 7.1% 9.2% 6.4% 7.7% 2005-2015 12.3% 7.1% 2.2% 7.4% BASF share DAX 30 EURO STOXX MSCI World Chemicals Weighting of BASF shares in important indexes as of December 31, 2015 Broad base of international shareholders With over 500,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the shareholder structure carried out at the end of 2015 showed that, at 16% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for 9%. Shareholders from the United Kingdom and Ireland hold just under 11% of BASF shares, while institutional investors from the rest of Europe hold a further 21% of capital. Approx- imately 27% of the company's share capital is held by private investors, most of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. Shareholder structure (by region) DAX 30 In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2015, for example, around 21,600 employees (2014: 23,200) purchased employee shares worth about €60 million (2014: €62 million). For more on employee share purchase programs, see page 47 2.50 2.60 17 Close dialog with the capital market ■ ■ Roadshows for institutional investors and talks with rating agencies Investor Day in Ludwigshafen Information events for retail investors BASF's Investor Relations receives multiple awards Our corporate strategy aims to create long-term value. We support this strategy through regular and open communica- tion with all capital market participants. To keep institutional investors and rating agencies informed, we host numerous one-on-one meetings and roadshows worldwide. We also hold informational events to provide private investors with insight into BASF. At the end of September, we discussed the implemen- tation of our "We create chemistry" strategy with analysts and investors at an Investor Day held in Ludwigshafen. The members of our Board of Executive Directors as well as our divisional presidents presented all five segments and their operating divisions to around a hundred guests. We used numerous examples to illustrate how BASF's innovations are used in key customer industries. For more on our "We create chemistry" strategy, see page 24 onward In 2015, we once again put on roadshows geared specifically toward investors who base their investment decisions on sustainability criteria. There, we especially outlined our mea- sures for climate protection and energy efficiency. In addition, we conducted several special creditor relations roadshows, where creditors and credit analysts could learn more about our business and our financing strategy. Investors can find comprehensive information about BASF and BASF shares on our website and on social media plat- forms. Analysts and investors have confirmed the quality of our communication work: We took several leading rankings in Institutional Investor Magazine's annual survey in 2015. These included first prize in the Best Analyst Days in Europe (Chemi- cals) category for the Chemicals Investor Day held in London in 2014. Moreover, our investor relations activities were honored by the U.K.'s Investor Relations Society with first place in the "International" category. For more on investor relations, see basf.com/share Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com 18 To Our Shareholders BASF on the capital market Key BASF share data¹ Year-end price Year high Year low Year average Daily trade in shares² To Our Shareholders BASF on the capital market 2011 BASF Report 2015 Around 25 financial analysts regularly publish studies on BASF. At the end of 2015, 32% recommended buying our shares (end of 2014: 41%) and 40% recommended holding them (end of 2014: 38%), while 28% had a sell rating (end of 2014: 21%). On December 31, 2015, the average target share price according to analyst consensus estimates was €76.86. 2.80 2.70 2.90 2.20 1.95 1.95 1.70 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1 Adjusted for two-for-one stock split conducted in 2008 16 To Our Shareholders BASF on the capital market BASF Report 2015 BASF a sustainable investment ■ BASF once again part of DJSI World in 2015 CDLI: inclusion once again shows BASF's transparent reporting on climate protection ■ In September 2015, BASF shares were included in the Dow Jones Sustainability World Index (DJSI World) for the fifteenth year in succession. As one of the most well-known sustain- ability indexes, the DJSI World represents the top 10% of the 2,500 largest companies in the S&P Global Broad Market Index based on economic, environmental and social criteria. CDP, an international organization that analyzes compa- nies' climate protection data, has placed BASF among the leading companies in the world for climate protection report- ing. With the highest possible ratings for reporting transparency and completeness, we achieved top scores among DAX companies and in the Energy & Materials sector in 2015, thus qualifying for the Climate Disclosure Leadership Index (CDLI) for the eleventh time. The CDP represents 822 institutional investors with around $95 trillion in assets under management. Investors use CDP indexes as assessment tools. In 2015, BASF was unable to qualify for the Carbon Perfor- mance Leadership Index (CPLI), which judges companies' climate protection activities. Inclusion in the CPLI requires a considerable reduction in greenhouse gas emissions com- pared with the previous year (-4%). Measures already taken in previous years are not eligible for consideration. BASF has already implemented numerous greenhouse gas reduction measures in the past that have decreased absolute emissions by just under 50% since 1990 (BASF business excluding the Oil & Gas segment). Further significant improvements at this high level can only be achieved with difficulty, which meant that we were unable to meet the CPLI's high reduction requirements. For more on the key sustainability indexes, see basf.com/sustainabilityindexes For more on energy and climate protection, see page 105 onward Good credit ratings and solid financing BASF has good credit ratings, especially in comparison with competitors in the chemical industry. BASF was rated "A1/P-1/ outlook stable" by rating agency Moody's and "A+/A-1/out- look negative" by Standard & Poor's. We have solid financing. At the end of 2015, the financial indebtedness of the BASF Group was €15.2 billion with liquid funds of €2.2 billion. The average maturity of our financial indebtedness was 5.2 years. The company's medium to long-term debt financing is pre- dominantly based on corporate bonds with a balanced matu- rity profile. For short-term debt financing, BASF SE has a commercial paper program with an issuing volume of up to $12.5 billion. As backup for the commercial paper program, there are committed, broadly syndicated credit lines of €6 bil- lion available; these are not being used at this time. For more on financial indebtedness and maturities, see page 58 onward and the Notes from page 206 onward Analysts' recommendations Continuously updated consensus estimates on BASF are available at basf.com/share Our strategy Corporate strategy 6.74 24 Management's Report 113 Opportunities and risks report Economic environment in 2016 Outlook 2015 113 121 124 82 86 Forecast 92 77246162NEZ ZE Z 94 96 98 98 99 48 48 94 111 109 Air and soil Financial position 58 Business review by segment Chemicals 63 69 Regional results Responsibility along the value chain Suppliers Raw materials Safety, security, health and the environment Responsible Care Management System Transportation and storage Production 100 Product stewardship 103 Energy and climate protection 105 Water Management's Report 57 BASF Report 2015 Management's Report 21 The BASF Group 21% 5 - Care Chemicals 2 Performance Products 22% - Nutrition & Health - Dispersions & Pigments - Performance Chemicals Catalysts Functional Materials & Solutions - Construction Chemicals Coatings 26% 4 - Performance Materials 4 Agricultural Solutions 5 3 - Intermediates - Petrochemicals - Monomers Chemicals Global leader BASF is the world's leading chemical company In 80+ countries Employees contribute to our success Broad portfolio 5 segments 13 divisions 84 strategic business units At BASF, we create chemistry for a sustainable future. As the world's leading chemical company, we combine economic success with environmental protection and social responsibility. The approximately 112,000 employ- ees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is arranged into five segments: Chemicals, Performance Products, Functional Materials & Solutions, Agricultural Solutions and Oil & Gas. Organization of the BASF Group ■ Thirteen divisions grouped into five segments ■ Regional divisions, corporate units and competence centers support our business Since the beginning of 2015, thirteen divisions divided into five segments bear operational responsibility and manage our 61 global and regional business units. The divisions develop strategies for our 84 strategic business units and are orga- nized according to sectors or products. At the end of September, we rearranged our activities in the Oil & Gas segment, which are bundled into the Wintershall O Group. As part of the asset swap with our partner Gazprom, we handed over our shares in the previously jointly run natural gas trading and storage business and in return are expanding our oil and gas production in western Siberia. We continue to operate the natural gas transport business together with Gazprom, but do not report on it separately. The regional divisions contribute to the local development of our business and help exploit market potential. They are also responsible for optimizing infrastructure for our business. For financial reporting purposes, our divisions are organized into the following four regions: Europe; North America; Asia Pacific; and South America, Africa, Middle East. Three central divisions, six corporate units and ten compe- tence centers provide services for the BASF Group in areas such as finance, investor relations, communications, human resources, research, engineering, and site management, as well as environment, health and safety. BASF structure Percentage of total sales in 2015 1 The BASF Group Net assets 52 Results of operations 12.5 16.3 1 The figures for the 2011 business year were not restated according to the new accounting and reporting standards IFRS 10 and 11. 2 Average, Xetra trading 3 Based on year-end share price Further information on BASF share Securities code numbers Germany 14.8 Great Britain BASF11 0083142 323600 055262505 United States (CUSIP Number) ISIN International Securities Identification Number DE000BASF111 International ticker symbol Deutsche Börse Switzerland 13.6 8.0 Price-earnings ratio (P/E ratio)³ 2.50 2.60 2.70 2.80 2.90 Dividend yield³ % 4.64 3.65 3.48 4.01 4.1 Payout ratio % 37 50 52 50 67 London Stock Exchange Swiss Exchange BAS BFA 30 31 Innovation 34 Investments, acquisitions and divestitures 39 Business models and customer relations 41 Working at BASF 42 42 Social commitment Performance Products Functional Materials & Solutions Agricultural Solutions Oil & Gas The BASF Group business year 49 Economic environment 49 28 Oil & Gas 24 Sustainability management AN 2 About This Report To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements 47 127 Our strategy Corporate strategy Supplementary Information on the Oil & Gas Segment Overviews 223 233 The BASF Group Our strategy Corporate strategy Goals 21 Value-based management 24 Crop Protection 153 2 Regional centers Selected sites Singapore Kuantan Ludwigshafen Antwerp Geismar Florham Park Freeport BASF sites The BASF Group Verbund sites 22 Management's Report 6 4% 3 Other 6 Natural Gas Trading) 19% (Exploration & Production; Oil & Gas 8% 1 Selected research and development sites São Paulo - Hong Kong Management's Report 23 The BASF Group The Compensation Report can be found from page 140 onward, and the disclosures required by takeover law in accordance with Section 315(4) of the German Commercial Code (HGB) from page 134 onward. They form part of the Management's Report audited by the external auditor. Compensation Report and disclosures in accordance with Section 315(4) of the German Commercial Code For more information, see the Notes to the Consolidated Financial Statements from page 173 onward Nanjing Corporate legal structure BASF holds one of the top three market positions in around 70% of the business areas in which it is active. Our most important global competitors include AkzoNobel, Clariant, Covestro, Dow Chemical, DSM, DuPont, Evonik, Formosa Plastics, Reliance, Sabic, Sinopec, Solvay and many hundreds of local and regional competitors. We expect competitors from emerging markets to become increasingly significant in the years ahead. Competitive environment BASF Report 2015 ➡ For more on the Verbund concept, see basf.com/en/verbund As the publicly traded parent company, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also the largest operating company. The majority of Group companies cover a broad spectrum of our business. In some, we concen- trate on specific business areas: The Wintershall Group, for example, focuses on oil and gas activities. In the BASF Group Consolidated Financial Statements, 251 companies including BASF SE are fully consolidated. We consolidate seven joint operations on a proportional basis, and account for 32 com- panies using the equity method. The Verbund system is one of BASF's great strengths. Here, we add value as one company by making efficient use of our resources. The Production Verbund, for example, intelligently links production units and energy demand so that waste heat can be used as energy in other plants. Furthermore, by-products of one plant can serve as feedstock elsewhere. In this system, chemical processes run with lower energy consumption and higher product yield. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and makes use of synergies. Intelligent plant networking in the Production Verbund ■ Technology and Know-How Verbund Verbund We operate six Verbund sites and 338 additional produc- tion sites worldwide. Our Verbund site in Ludwigshafen is the world's largest integrated chemical complex. This was where the Verbund principle was originally developed and steadily honed before being put into practice at additional sites. BASF has companies in more than 80 countries and supplies products to a large number of business partners in nearly every part of the world. In 2015, we generated 42% of our sales (excluding Oil & Gas) with customers in Europe. In addi- tion, 27% of sales were achieved in North America; 22% in Asia Pacific; and 9% in South America, Africa, Middle East. Based on the entire BASF Group, 52% of our sales were to customers in Europe, 22% in North America, 18% in Asia Pacific and 8% in South America, Africa, Middle East. BASF with companies in more than 80 countries Six Verbund sites and 338 additional production sites worldwide ■ Markets and sites BASF Report 2015 We also make use of the Verbund principle for more than production, applying it for technologies, knowledge, employ- ees, customers, and partners, as well. Expert knowledge is pooled into our global research platforms. 34% 2015 Sales' in emerging markets For more on our goals, see page 28 onward Compared with 2014, sales at our companies headquar- tered in the emerging markets rose by 3% to €16,230 million. This was largely the result of positive currency effects and increased volumes. Measured by customer location, sales (excluding the Oil & Gas segment) in the emerging markets grew by 2% to €19,572 million. This brought sales to custom- ers in emerging markets to around 34% of total sales (exclud- ing Oil & Gas) in 2015. In the years ahead, we want to continue expanding this percentage. The weakening of the emerging markets continued in 2015. In China, growth slowed down as part of the orientation toward a more consumption-oriented growth model. This dampened growth not only in Asia, but also in the emerging markets of South America that export raw materials. While the Argentinian economy was able to stabilize at a low level, Brazil slid into a sharp recession that intensified toward the end of the year as domestic and foreign demand weakened. Russia, too, experienced a significant decline in its gross domestic product in light of low oil prices and ongoing mutual trade sanctions on the part of the E.U. and United States. Innovations for a sustainable future Business expansion in emerging markets For more on innovation, see page 34 onward Management's Report 27 Our strategy Corporate strategy Innovations in chemistry are necessary to meet the needs of the growing world population on a long-term basis. The devel- opment of innovative products and solutions is, therefore, of vital significance for BASF. In the long term, we aim to continue significantly increasing sales of these products and solutions, and earn higher margins with them than the rest of our port- folio. This means effective and efficient research is becoming increasingly important. Aside from the research and develop- ment activities in our established business, we are also work- ing on growth fields to tap new business areas for BASF. Through these, we can make a decisive contribution to inno- vative solutions for global challenges and contribute to sus- tainable development. We regularly review the growth fields in terms of their attractiveness for BASF. We will tailor our tech- nology fields even more closely to the BASF Group's needs and reorganize them into key technologies. Key technologies combine skills and knowledge in order to maintain the long- term competitiveness of our business and products. 2005 Our worldwide research expertise is pooled into three platforms each headquartered in one of the regions particu- larly significant for us: Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materials & Systems Research (Shang- hai, China) and Bioscience Research (Research Triangle Park, North Carolina). In the long term, we aim to conduct half of our research and development activities outside of Europe and are continuing to expand our R&D activities in both Asia and America. This means focusing on growth in regional markets. Our stronger global presence opens up new opportunities to participate in regional developments in innovation and gain access to local talent. In the years ahead, we want to grow even more vigorously in the emerging markets and further expand our position there. Today's emerging markets are expected to account for around 60% of global chemical production in 2020. We aim to benefit from the above-average growth in these regions and therefore plan to invest more than a quarter of our capital expenditures there between 2016 and 2020. 27% Responsible: We act responsibly as an integral part of society. In doing so, we strictly adhere to our compliance standards. And in everything we do, we never compromise on safety. Industrialized countries² BASF Procurement Suppliers BASF Report 2015 focusing on issues through which we as a company can make a significant contribution. We updated and revamped our goals to this effect in 2015. Goal areas along the value chain | Emerging markets We carry out our corporate purpose, "We create chemistry for a sustainable future," by pursuing ambitious goals along our entire value chain. In this way, we aim to achieve profitable growth and take on social and environmental responsibility, Goals Our strategy Goals 28 Management's Report 2 Comprises EU15, Norway, Switzerland, United States, Canada, Japan, South Korea, Australia, New Zealand 1 Percentage of BASF Group sales (excluding Oil & Gas) by location of customer 66% 73% BASF Report 2015 For more on Responsible Care Management, see page 98 For more on corporate governance, see page 127 onward For more on compliance, see page 136 onward The BASF brand Our business partners are expected to uphold prevailing laws and requirements and to align their actions with internationally recognized principles. We have established monitoring sys- tems to ensure this. Together with researchers from Harvard University - also a member of UNIQUE, as well as of our North American Center for Research on Advanced Materials (NORA) - BASF researchers developed a new method for making amorphous nanoparti- cles with increased solubility. This property improves the effi- cient uptake of, for example, vitamins and drugs in the human body. The new process is well suited to a number of different pharmaceutical, food and crop protection applications. Our focus areas We set ourselves goals along the value chain for our focus areas We used a materiality analysis to identify and rank relevant sustainability issues for BASF. These topics include, for exam- ple, energy and climate, water, resources and ecosystems, responsible production, and employment and employability. We updated our sustainability goals to this effect in 2015 and aligned them along the entire value chain. We practice respon- sible procurement. We design our production to be efficient and safe for people and the environment. We treat both our employees and our partners with respect and fairness. We drive sustainable products and solutions. For more on our materiality analysis, see basf.com/materiality For more on our goals, see page 28 onward 26 Management's Report Our strategy Corporate strategy BASF Report 2015 Growth and profitability; employees; production; product stewardship; energy and climate protection; water Above-average awareness of, and trust in, BASF brand in chemical industry We rely on a strong brand in order to further expand our posi- tion as the world's leading chemical company. Our brand is derived from our strategy and our corporate purpose - "We create chemistry for a sustainable future". - as well as our strategic principles and values. - "Connected" describes the essence of the BASF brand. Connectivity is one of BASF's great strengths. Our Verbund concept realized in production, technologies, knowledge, employees, customers and partners enables innovative solutions for a sustainable future. The claim that "We create chemistry," as stated in the BASF logo, helps us embed this solution-oriented strategy in the public consciousness. Our brand creates value by helping communicate its benefits for our stakeholders as well as our values. Wherever our stakeholders encounter our brand, we want to convince them that BASF stands for connectivity, intelligent solutions, value-adding partnerships, an attractive working environment and sustainability. This contributes to our cus- tomers' confidence in their buying decisions and to our com- pany value. We are constantly developing our brand image by measur- ing awareness of and trust in our brand, and therefore in our company. A global market research study conducted every two years showed in 2014 that, in terms of awareness and trust, BASF is above the industry average in numerous coun- tries. The study collected data on respondents' aided aware- ness of BASF and our most important competitors. Our goal is to continue increasing awareness of BASF in all of our relevant markets. Global standards ■ - Close dialog with our stakeholders, such as employee repre- sentatives and international organizations - The annual survey of our Group companies - External compliance hotlines We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with voluntary commitments and review our environmental, health and safety performance using our Responsible Care Manage- ment System. A worldwide monitoring system ensures our compliance with labor and social standards. At its core are three main pillars: - The German Corporate Governance Code - The OECD Guidelines for Multinational Enterprises - The Responsible Care Global Charter For more on labor and social standards, see page 47 - The ILO's core labor standards and its Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) - The ten principles of the U.N. Global Compact Our standards fulfill or exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: We review our performance with regular audits and a three-pronged monitoring system beyond laws and regulations We act according to clearly defined values and standards of conduct that comply with or go ■ - The United Nations' Universal Declaration of Human Rights and the two U.N. human rights covenants Customers 2021 Goal Growth and profitability Page 44 2 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. BASF Report 2015 Production Reduction of worldwide lost-time injury rate per one million working hours Reduction of worldwide process safety incidents per one million working hours Health Performance Index Product stewardship Risk assessment of products sold by BASF worldwide in quantities of more than one metric ton per year Energy and climate protection Covering our primary energy demand through the introduction of certified energy management systems (ISO 50001) at all relevant sites³ Management's Report 29 Page 45 Our strategy Goals Status at end of 2015 More on ≤0.5 1.4 Page 100 ≤0.5 2.1 Page 101 Annual goal >0.9 0.97 Page 101 2020 Goal Entrepreneurial: All employees contribute to BASF's success - as individuals and as a team. We turn market needs into customer solutions. We succeed in this because we take ownership and embrace accountability for our work. Status at end of 2015 2025 Goals 82.9% Page 45 35.6% In 2011, we set ourselves sales and earnings goals for 2015 and 2020 as part of the "We create chemistry" strategy. In October 2014, we announced that we would not reach the financial goals for 2015, primarily because gross domestic product and industrial and chemical production had grown at a considerably slower average rate from 2010 to 2015 than our strategy had anticipated. In September 2015, we reduced our expectations for the global economic environment from 2015 to 2020 (previous forecast in parentheses): - Growth of gross domestic product: 3.0% (3.2%) - Growth in industrial production: 3.5% (3.7%) - Growth in chemical production: 3.9% (4.0%) As a consequence, we no longer adhere to the financial goals previously stated for 2020. Our aim for the years ahead is, on average, to grow sales slightly faster and EBITDA considerably faster than global chemical production, and to earn a significant premium on our cost of capital. Moreover, we strive for a high level of free cash flow each year, either raising or at least maintaining the divi- dend at the prior-year level. Procurement Assessment of sustainability performance of relevant suppliers¹ according to our risk-based approach; development of action plans where improvement is necessary 2020 Goal Status at end of 2015 More on 70% 31% Page 94 1 We define relevant suppliers as those showing an elevated sustainability risk potential as identified by risk matrices and with respect to corresponding country risks. Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. Employees Page 45 19.5% More on Status at end of 2015 Systematic, global employee development as shared responsibility of employees and leaders based on relevant processes and tools Proportion of senior executives with international experience over 80% Products and solutions Increase in proportion of non-German senior executives (baseline 2003: 30%) 22-24% Our global network with more than 600 excellent universities, research institutes and companies is an important part of our Know-How Verbund. We collaborate with them in many differ- ent disciplines in order to achieve our growth targets. In our excellence program UNIQUE, we are working particularly intensively with fifteen leading universities around the world. This program will strengthen and expand our portfolio with creative new projects by giving us even more direct access to scientific expertise, new technologies and talented minds from various disciplines. Also involved in UNIQUE is Heidelberg University, with whom we signed a collaboration agreement for our joint "Catalysis Research Laboratory" (CaRLa) in the spring of 2015. The research cooperation, which began in 2006, addresses current issues in homogeneous catalysis and was extended to October 2017. Employee development Senior executives with international experience Proportion of international senior executives² Proportion of women in leadership positions with disciplinary responsibility Long-term goals Successful collaboration with leading universities within UNIQUE excellence program The project has been implemented for around 60,000 employees worldwide. ■ 2014 1,368 194 2015 Five-year summary EBIT after cost of capital' (in million €) 1 Earnings before interest and taxes (EBIT) after cost of capital is a key performance and management indicator for the BASF Group and its operating divisions and business units. This figure combines the company's economic situation as sum- marized in EBIT with the costs for the capital made available to us by shareholders and creditors. When we earn a premium on our cost of capital, we exceed the return expected by our shareholders. Performance and management indicator EBIT after cost of capital "We add value as one company" is one of the four princi- ples of our "We create chemistry" strategy. To create value in the long term, a company's earnings must exceed the cost of stockholders' equity and borrowing costs. This is why we strive to earn a high premium on our cost of capital. To ensure BASF's long-term success, we encourage and support all employees in thinking and acting entrepreneurially in line with our value-based management concept. Our goal: to create awareness as to how each and every employee can find value-oriented solutions in the company's day-to-day operations and implement these in an effective and efficient manner. BASF Report 2015 Value-based management Our strategy Value-based management 30 Management's Report Page 32 26.6% 28% More on Status at end of 2015 2013 1,768 2012 1,164 2011 6,391 7,039 (133) (985) 7,626 6,248 2014 2015 2 In 2014 and 2015, the cost of capital percentage was 11%. 2020 Goal 1 The projected net expense is already provided for by an increase in the cost of capital percentage. - Less cost of capital² - Less EBIT for activities not assigned to the segments¹ EBIT BASF Group Calculation of EBIT after cost of capital (in million €) EBIT after cost of capital, which we use as a steering para- meter, is a pretax figure. Therefore, we use the current average tax rate to derive the pretax cost of capital percentage from the WACC. In 2015, this cost of capital percentage was 11%; in 2016, this figure will be 10% due to lower capital market interest rates. Based on this, an EBIT threshold is calculated which must then be reached by all operating units put together in order to earn the cost of capital of the BASF Group. The cost of capital percentage (weighted average cost of capital, WACC) is determined using the weighted cost of capi- tal from equity and borrowing costs. The cost of equity is ascertained using the Capital Asset Pricing Model. Borrowing costs are determined based on the financing costs of the BASF Group. Calculation of cost of capital percentage The figure for 2011 was not restated in accordance with IFRS 10 and 11. 2,551 EBIT after cost of capital 194 Page 110 100% biology, physics, materials science and engineering to jointly develop customized products, functional materials, and sys- tem solutions as well as processes and technologies. We drive sustainable solutions. In the future, sustainability will more than ever serve as a starting point for new business opportunities. That is why sustainability and innovation are becoming significant drivers for our profitable growth. We form the best team. Committed and qualified employees around the world are the key to making our contribution to a sustainable future. Because we want to form the best team, we offer excellent working conditions and inclusive leadership based on mutual trust, respect and dedication to top perfor- mance. For more on innovation, see page 34 onward For more on business opportunities with sustainability, see page 31 onward For more on the Best Team Strategy, see page 42 onward Our values ■ Creative ■ Open ■ ■ Responsible Entrepreneurial Network with over 600 universities, research institutes and companies Our conduct is critical for the successful implementation of our strategy: This is what our values represent. They guide how we interact with society, our partners and with each other. Creative: In order to find innovative and sustainable solutions, we have the courage to pursue bold ideas. We link our areas of expertise from many different fields and build partnerships to develop creative, value-adding solutions. We constantly improve our products, services and solutions. Open: We value diversity - in people, opinions and experi- ence. That is why we foster dialog based on honesty, respect and mutual trust. We develop our talents and capabilities. Management's Report 25 Our strategy Corporate strategy BASF Report 2015 More on >99% More on Status at end of 2015 Increase the proportion of sales generated by products that make a particular contribution to sustainable development ("Accelerators") Products and solutions Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites (excluding Oil & Gas) Water 3 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. Page 106 -34.6% 36.2% -40% Reduction of greenhouse gas emissions per metric ton of sales Page 106 39.5% 90% More on Status at end of 2015 2020 Goals Page 103 67.8% product (excluding Oil & Gas, baseline 2002) 1,368 2025 Goal Exercising a value-oriented mindset in day-to-day business by every employee Meets basic sustainability standards Our strategy - Sustainability management Management's Report 33 ગાપ 2.2% 0.2% beBua euo Transitioner Performer SteeringⓇ Sustainable Solution 71.0% Substantial sustainability contribution in the value chain Accelerator 26.6% Sustainable Solution SteeringⓇ: How BASF's products contribute to sustainability BASF Report 2015 28% Increase proportion of sales generated by Accelerator products to 2020 Goal on the market Specific sustainability issues which are being actively addressed Significant sustainability concern identified and action plan in development The chelating agent Trilon® M is another Accelerator, having established itself as a high-performance alternative to phosphate in dishwashing machine detergents. European Union regulations will almost entirely prohibit the use of phos- phates for this application in Europe starting 2017. Chelating agents' most important task is to intercept metal ions in dish- washer water in order to inhibit calcium buildup on dishes. TrilonⓇ M is readily biodegradable, and also improves cleaning power while fulfilling the criteria for the E.U. Ecolabel. Our innovative strength is based on our global team of highly qualified employees with various disciplines. We had around 10,000 employees involved in research and development in 2015. At the beginning of 2015, we arranged the central research units Process Research & Chemical Engineering, Advanced Materials & Systems Research, and Bioscience Research into three global platforms each headquartered in one of the regions particularly significant for us: Europe, Asia Pacific and North America. As knowledge and competence centers, they form the core of our global Know-How Verbund, joined by the development units in our operating divisions. BASF New Business and BASF Venture Capital supplement this network. Their task is to develop attractive new markets and new business models for BASF based on new technolo- gies. For more on our goals, see page 28 We set ourselves ambitious goals: In 2015, we wanted to achieve sales of around €10 billion with new and improved products or applications that had been on the market since 2011. Despite the challenging market environment, we have achieved this sales goal. EBITDA from innovative products and processes on the market since 2011 was below the targeted amount of €2.5 billion in 2015, according to current estimates. Yet we nevertheless reached our associated goal, which was to achieve margins with innovations that exceeded those of the rest of the product portfolio. In the long term, we aim to continue significantly increasing sales and earnings with new and improved products. Value-based management throughout the company A growing need for energy, food and clean water, limited resources and a booming world population - reconciling all these factors is the greatest challenge of our time. Innovations based on chemistry play a key role here, as they contribute decisively to new solutions. Innovations based on effective and efficient research and development are an important growth engine for BASF. We work in interdisciplinary teams on innovative processes and products for a sustainable future. This is how we ensure our long-term business success with chemistry-based solutions for almost all sectors of industry. Projects in the research pipeline Around 3,000 BASF Report 2015 We want to increase the proportion of "Accelerator" prod- ucts in the long term: in other words, products that contribute particularly to sustainability in the value chain, and are charac- terized by, on average, higher growth rates and profitability. We have therefore set ourselves a concrete goal in 2015: By 2020, we aim to raise the proportion of sales from Accelerator products to 28%. At 26.6%, this figure already closely approached the 2020 target in 2015. This development is mainly based on portfolio measures undertaken in 2015, especially in the Oil & Gas segment. Spent on research and development €1,953 million Around 10,000 Innovation Innovation 34 Management's Report For more on our sustainability instruments, see basf.com/measurement-methods and page 96 For more on Sustainable Solution SteeringⓇ, see basf.com/en/sustainable-solution-steering The products for which we have developed action plans include, for example, polyfluorinated substances that are often used in paper packaging coatings for their water and oil- resistant properties. Although European authorities regard any hazard to people or the environment as very low, stricter regu- lations are anticipated in the future as these substances biode- grade with difficulty. As a result, the Sustainable Solution SteeringⓇ method has classified them as Challenged in their use for paper coatings. BASF decided early on not to continue selling these substances. The new product solutions use substances whose chemical properties prevent them from accumulating in the environment. Furthermore, paper coated with these new materials is biodegradable and can either be processed into compost by composting facilities (ecovioⓇ) or recycled (UltramidⓇ and EpotalⓇ). We will market oil-proof barriers based on these products in the future; they are classi- fied as Accelerators. For all products that are classified as "Challenged" and do not fulfill our major sustainability criteria, we want to develop prompt plans of action. These action plans can include research projects, reformulations or even replacing one prod- uct with an alternative product. Based on the results of the initial analyses, action plans had been created for 99% of all Challenged products by the end of 2015. Employees worldwide in research and development For the 2015 business year, BASF conducted sustainability assessments and ratings for 95.4% of its entire portfolio of more than 60,000 specific product applications which account for €64.9 billion in sales - I using the Sustainable Solution SteeringⓇ method. This externally validated procedure allows us to determine how our products contribute to sus- tainability, and we consider their application in various markets and industries. One of these Accelerator products is Elastocool® Advanced - an innovative insulation material for refrigerators and freezers. It boasts a high level of resource efficiency while also possess- ing improved insulation properties. Elastocool® contributes to achieving the E.U.'s top energy efficiency levels in refrigerators and freezers. We promoted sustainability topics in 2015 through various projects together with partners along the value chain. With the help of our ecoefficiency analysis, for example, we analyzed the economic and environmental implications of various coat- ing processes in a study conducted with Dürr, a machine and plant manufacturing company, and with our customer BMW. The goal was to discover ways to improve the ecoefficiency of serial coating methods, such as by saving resources. The study showed that the "integrated process" - a coating proce- dure that saves a paint layer - represents a more economical and ecological alternative to other processes evaluated. safety and security, product stewardship, compliance, and labor and social standards that frequently go beyond legal requirements. Internal monitoring systems and complaint mechanisms enable us to check compliance with these stan- dards: these include, for example, questionnaires, audits and compliance hotlines. All employees and managers are required to abide by our global Code of Conduct, which defines a mandatory framework for our business activities. We take advantage of business opportunities by offering our customers innovative products and solutions that contrib- ute to sustainable development. We ensure that sustainability criteria are integrated into our business units' development and implementation of their strategies, research projects, and innovation processes. For example, we identify the sustain- ability value drivers and risks for specific value chains. We analyze the sustainability strategies of competitors and customers in order to tap new business opportunities. In order to properly account for changing conditions and requirements, we initiated an internal analysis in 2015 to review the results of the materiality analysis. We have already started involving numerous colleagues and in 2016, we want to exchange with external stakeholders. We used a materiality analysis in 2013 to identify and pri- oritize relevant sustainability topics for BASF. Material aspects derived from this include, for example, energy and climate, water, resources and ecosystems, responsible production, and employment and employability. These are the focus areas of our reporting. We have also integrated them into our steer- ing processes and used them as the basis for working out our new global sustainability goals. Through our materiality analysis, continuous dialog with stakeholders, and our many years of experience, we are always developing a better understanding of significant topics and trends as well as potential opportunities and risks along our value chain. As the world's leading chemical company, we aim to add value in the long term for our company, the environment, and society. Sustainability is simultaneously an essential part of our risk management and a driver for growth. That is why we incorporate aspects of sustainability into our decision-making processes and define clear responsibilities for this in our organization. ■ Taking advantage of business opportunities ■ Minimizing risks Identifying significant topics and trends Strategy Sustainability is embedded into our corporate strategy. We employ the various tools of our sustainability manage- ment toward living out our company purpose: "We create chemistry for a sustainable future." This is how we underpin the strategic principle, "We drive sustainable solutions." By integrating sustainability aspects into our core business, we take advantage of business opportuni- ties and minimize risks along the value chain. Management's Report 31 Our strategy - Sustainability management Global network in science and industry Sustainability management BASF Report 2015 According to our value-based management concept, all employees can make a contribution in their business area to help ensure that we earn the targeted premium on our cost of capital. We pass this value-based management concept on to our team around the world through seminars and training events, thereby promoting entrepreneurial thinking at all levels within BASF. All this forms a consistent system of value drivers and key indicators for the individual levels and functions at BASF. In addition to EBIT after cost of capital, EBIT and EBIT before special items are the most significant performance indicators for measuring economic success as well as for steering the BASF Group and its operating units. - An important factor in ensuring the successful implemen- tation of value-based management is linking the goals of BASF to the individual target agreements of employees. In the oper- ating units, the most important performance indicators are the achievement of a positive EBIT after cost of capital and a competitive level of profitability. By contrast, the functional units' contribution to value is assessed on the basis of effec- tiveness and efficiency. For us, value-based management means the daily focus placed on value by all of our employees. To this end, we have identified value drivers that show how each and every unit in the company can create value. We develop performance indi- cators for the individual value drivers that help us to plan and pursue changes. Our investment decisions for property, plant and equip- ment and financial assets also involve sustainability criteria. Our decision-making is supported by expert appraisals that assess economic implications as well as potential effects on the environment, human rights or local communities. For more on the organization of our sustainability management, see basf.com/sustainabilitymanagement Our risk management supports our long-term business success. We aim to reduce risks by setting ourselves globally uniform requirements for environmental and health protection, Engaging stakeholders ■ Creating value along the entire value chain New goal for products that make a particular contribution to sustainability Creating value For more on palm kernel oil, see page 96 For more on our human rights position, see basf.com/humanrights and pages 47 and 136 For more on sustainability in procurement, see page 94 onward For more on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication For more on stakeholder dialog, see basf.com/en/dialog For more on the Stakeholder Advisory Council, see basf.com/en/stakeholder-advisory-council Our lobbying and political communications are conducted in accordance with transparent guidelines and in keeping with our publicly stated positions. BASF does not in principle sup- port political parties. The BASF Corporation Employees Politi- cal Action Committee, established by our employees in the United States, is an independent, federally registered employee association that collects donations for political purposes and independently decides how these are used. For more on our materiality analysis, see basf.com/materiality For more on our financial and sustainability goals, see page 28 onward For more on our production standards, see page 100 onward For more on standards in our supply chain, see page 94 onward For more on Compliance and our Code of Conduct, see page 136 onward We have been part of the Global Business Initiative on Human Rights since 2012, a group of globally operating com- panies from different industries whose goal is to advance respect for human rights in business. This included presenting examples of how to implement the U.N. Guiding Principles on Business and Human Rights. In 2015, we were also involved in the consultation process of the German government's national plan of action on this topic. BASF is also involved in worldwide initiatives with various stakeholder groups, such as the U.N. Global Compact. The U.N. Secretary General appointed BASF's Chairman of the Board of Executive Directors as a member of the U.N. Global Compact Board for another three years. In the worldwide network of Global Compact LEAD, we are participating in the implementation of the "Agenda 2030" adopted by the United Nations in 2015, along with its Sustainable Development Goals. BASF is also active in local Global Compact networks. Furthermore, BASF is a founding member of a cross- industry initiative of the World Business Council for Sustainable Development (WBCSD). Together, a method was developed for evaluating the societal impact of products throughout their entire life cycle. Our stakeholders include employees, customers, suppliers and shareholders, as well as experts in science, industry, poli- tics, society and media. Parts of our business activities, such as the use of new technologies, are frequently viewed by our stakeholders with a critical eye. In order to increase societal acceptance for our business activities, we take on critical questions, assess our business activities in terms of their sustainability, and communicate transparently. Such dialogs help us to even better evaluate which measures we should pursue to keep people informed on these topics, establish trust, and form partnerships. Constant dialog with our stakeholders BASF Report 2015 To get our stakeholders even more closely involved, the Board of Executive Directors once again met with international experts from science and industry - the Stakeholder Advisory Council in 2015 to discuss important aspects of sustain- ability. These included topics like the influence of externalities and the challenges of renewable raw materials, especially palm kernel oil. We primarily comment on EBIT before special items on a segment and division level in our financial reporting because this figure is adjusted for influences not associated with typical business operations. This makes it particularly suitable for describing financial development over time. In addition to EBIT before special items, we also report on sales as a further main driver for EBIT after cost of capital. BASF's nonfinancial targets are focused more on the long term, and are not used for short- term steering. 32 Management's Report Our strategy - Sustainability management We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we aim to promote open exchange between citizens and our site management, and strengthen trust in our activi- ties. In 2015, for example, we tackled a concrete recommen- dation made by the Stakeholder Advisory Council in 2014 and developed global recommendations for the community advi- sory panel system. 19 5,786 227 6,013 Chemicals 91 12345 5,651 5,742 Oil & Gas Performance Products 16% 5 Functional Materials & Solutions 13% €5,742 million Agricultural Solutions 7% 19 31% 6 Other (infrastructure, R&D) 2% 31% 271 For the period from 2016 to 2020, we have planned capital expenditures of €19.5 billion. We want to invest more than a quarter of this amount in emerging markets and expand our local presence in order to benefit from the growth in these regions. In North America, attractive growth prospects and cost-effective raw material prices are strengthening our invest- ment plans in the region. Furthermore, we are continuing to develop our portfolio through innovation-driven acquisitions that promise above-average profitable growth. Investments and acquisitions alike are prepared by interdisciplinary teams and assessed using diverse criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. We also continuously improve the efficiency of our production processes by invest- ing in our plants. 135 In investments made in 2015 2 €5,786 million €227 million Used for acquisitions in 2015 Optimization Of our portfolio through acquisitions and divestitures In addition to innovations, investments and acquisitions make a decisive contribution toward achieving our ambi- tious growth goals. We are intensifying our investment in emerging markets and in North America. We use targeted acquisitions to supplement our organic growth. Investments and acquisitions 2015² (in million €) In Ludwigshafen, Germany, we constructed an integrated TDI complex with a capacity of 300,000 metric tons per year and expanded the plants for its associated precursors. The gradual startup of the complex began in November 2015. TDI is an important basic chemical product that is used primarily for soft polyurethane foams. The acrylic acid and superabsorbent production complex in Camaçari, Brazil, began operations in the second quarter of 2015, and the MDI plant in Chongqing, China, started up in August 2015. In Kuantan, Malaysia, we are building an aroma ingredients plant. The expansion of our Verbund site in Nanjing, China, is proceeding well. With these major invest- ments, we are expanding our presence in the emerging markets of Asia and South America. 136 Together with Yara International ASA, based in Oslo, Norway, we began construction on an ammonia production plant in Freeport, Texas. For more on investments within the segments, see page 63 onward Intangible assets Thereof goodwill Property, plant and equipment Total Additions to property, plant and equipment by segment in 2015 6 Invest- ments Acquisi- tions Total In the Oil & Gas segment, we invested primarily in field development projects in Argentina, Norway and Russia in 2015. 3 Divestitures Investments On March 31, 2015, BASF concluded the acquisition of the polyurethane (PU) business from Polioles, S.A. de C.V., based in Lerma, Mexico. Polioles is a joint venture with the Alpek Group in which BASF holds a 50% share and which is accounted for using the equity method. The acquisition com- prised marketing and selling rights, current assets, and to a minor extent, production facilities. On April 23, 2015, BASF concluded an agreement with Lanxess Aktiengesellschaft, based in Cologne, Germany, on the acquisition and use of technologies and patents for the production of high-molecular-weight polyisobutene (HM PIB). The transaction furthermore includes the acquisition of selling rights and current assets as well as a manufacturing agree- ment in which Lanxess will produce HM PIB exclusively for BASF. For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 175 onward On June 30, 2015, we concluded the divestiture of our global textile chemicals business to Archroma Textiles S.à r.l., Luxem- bourg. The portfolio comprised products for pretreatment, printing and coating. The transaction furthermore involved the transfer of the subsidiary BASF Pakistan (Private) Ltd., based in Karachi, Pakistan, completed in the third quarter of 2015. Effective July 1, 2015, we sold our 25% share in Solvin to our partner, Solvay. On September 30, 2015, we concluded the sale of portions of the pharmaceutical ingredients and services business to Siegfried Holding AG, based in Zofingen, Switzerland. This involved the custom synthesis business and parts of the active pharmaceutical ingredients portfolio. The transaction comprised the divestiture of the production sites in Minden, Germany; Evionnaz, Switzerland; and Saint-Vulbas, France. We concluded the sale of our global paper hydrous kaolin business to the Roswell, Georgia-based company Imerys Kaolin Inc. on November 1, 2015. The transaction involved the divestiture of the production site for kaolin processing in Wilkinson County, Georgia. For more information on divestitures, see the Notes to the Consolidated Financial Statements from page 177 onward Asset swap In the Oil & Gas segment, we concluded the swap of assets of equal value with Gazprom on September 30, 2015, with retro- active economic effect to April 1, 2013. The transaction gave BASF an economic share of 25.01% in blocks IV and V of the Achimov formation of the Urengoy natural gas and condensate field in western Siberia. Production is scheduled to start up in 2018. In return, BASF transferred its share in the previously jointly operated gas trading and storage business to Gazprom. Gazprom furthermore became a 50% shareholder in Winters- hall Noordzee B.V. in Rijswijk, Netherlands, which is active in the exploration and production of natural gas and crude oil deposits in the North Sea. For more information on the asset swap, see the Notes to the Consolidated Financial Statements from page 177 onward Effective February 24, 2015, BASF acquired a 66% share from TODA KOGYO CORP., based in Hiroshima, Japan, in a company to which TODA had contributed its business with cathode materials for lithium-ion batteries, patents and pro- duction capacities in Japan. The company will focus on the research, development, production, marketing and sales of a number of cathode materials. On March 31, 2015, we sold our business with white expand- able polystyrene (EPS) in North and South America to Alpek S.A.B. de C.V., based in Monterrey, Mexico. The divestiture comprised customer lists and current assets in addition to production facilities in Canada, Brazil, Argentina and the United States. The share in Aislapol S.A., based in Santiago de Chile, Chile, was also sold to Alpek. Business models and customer relations Management's Report 41 Business models and customer relations Cost-effective And reliable supplier of classic chemicals Customized With products and formulations for specific industries BASF's customer portfolio ranges from major global customers and medium-sized businesses to local work- shops. We align our business models and sales channels with the respective customer groups and market segments. In line with our strategic principle, "We add value as one company," we tightly bundle our products and services to target the specific needs of customers from various sectors and release innovations more quickly to the market. Management's Report 39 Investments, acquisitions and divestitures Innovative In close partnership with our customers BASF Report 2015 2 Including additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments On February 18, 2015, BASF took over technologies, patents and know-how for silver nanowires from Seashell Technology LLC, based in San Diego, California. Through this acquisition, BASF has extended its product portfolio for displays. We gained €91 million worth of property, plant and equipment through acquisitions in 2015. Additions to intangible assets including goodwill amounted to €136 million. ■ Investment volume exceeds prior-year level Several major plants begin operations We invested €5,651 million in property, plant and equipment in 2015. Total investments therefore exceeded the previous year's level by €283 million, due in part to currency effects. We presume that average yearly investment between 2016 and 2020 will be lower compared with 2015, after having started up operations at several major plants. Our investments in 2015 focused on the Chemicals, Oil & Gas and Performance Products segments. Additions to property, plant and equipment by region in 2015 -23 1 Europe North America Asia Pacific 53% 21% 16% In Taiwan on February 12, 2015, and on the Chinese mainland on December 1, 2015, we concluded the acquisition of the business of Taiwan Sheen Soon Co. Ltd. (TWSS), based in Lukang Town, Taiwan. TWSS is a leading manufacturer of precursors for adhesives based on thermoplastic polyure- thanes. 3 4 Middle East 10% 1 Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments 2 4 €5,742 million 1 40 Management's Report Investments, acquisitions and divestitures BASF Report 2015 Acquisitions South America, Africa, Investments, acquisitions and divestitures UNIQUE - global partnership program with leading universities Together with an external partner, we have employed a new and efficient method in the Staffhorst natural gas field in Germany for recovering remaining potential in an economi- cal manner. The conventional drilling rig that would have been used to extend the well by the necessary 170 meters would have been too time and cost-intensive; in addition, production would need to have been halted while the work was in prog- ress. Instead, the drilling was accomplished through the exist- ing production tubing, using flexible steel coiled tubing and the world's smallest drilling turbine to drive the drill head. We were thus able to deepen the well at low cost and without stopping production. ■ Strong customer and market orientation Forward-looking project portfolio ■ Strategic focus - examples Management's Report 35 Innovation BASF Report 2015 ETH Zürich Zurich, Switzerland Asia Dalian Institute of Chemical Physics Chinese Academy of Science Dalian, China Fudan University Shanghai, China Institute of Chemistry Chinese Academy of Science Beijing, China Kyoto University Kyoto, Japan 36 Management's Report Innovation BASF Bericht 2015 Research focus areas - examples ■ Chemistry-based innovations play important role in answering questions of the future ■ Growth fields with attractive sales potential Science symposia strengthen university network ■ Worldwide presence and expansion of research and development centers Our research pipeline comprised approximately 3,000 projects in 2015. We increased our spending on research and develop- ment by €69 million to €1,953 million (2014: €1,884 million); the operating divisions were responsible for 79% of total research and development expenditures. The remaining 21% was allocated to cross-divisional corporate research focusing on long-term topics of strategic importance to the BASF Group. Innovations based on chemistry require market- oriented research and development that is sharply focused on the needs of our customers. In order to bring promising ideas even faster to market, we regularly assess our research projects using a multistep process and focus our topics accordingly. Another vital factor for our success is a global research and development presence. We continued to broaden our activities in 2015, especially in Asia. In May, we opened a new agricultural research station in Pune, India. The new facility focuses on global research in the areas of herbicides, fungi- cides and insecticides, as well as on solutions going beyond classic crop protection. In addition, we are also addressing topics there that are especially relevant for India. Karlsruhe, Germany KIT Karlsruhe Institute of Technology In the classical chemicals business, we mostly sell the chemicals produced in our Verbund in bulk. These comprise basic products from the Chemicals segment, such as steam cracker products, sulfuric acid, plasticizers, caprolactam and TDI. For these basic chemicals, our priority is on supplying customers reliably and cost effectively. Marketing is carried out partly via e-commerce. Heidelberg, Germany Heidelberg University Berlin, Germany UNICAT Berlin Europe College Station, Texas Texas A&M University Amherst, Massachusetts Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: resources, environment and climate; food and nutrition; and quality of life. In order to develop future business fields with high sales potential for BASF, we develop specific growth fields. These are regularly reviewed in terms of their attractiveness for BASF. When they mature, they are trans- ferred to the operating divisions and new ones are promoted. We will tailor our technology fields even more closely to the needs of the BASF Group and rearrange them into key tech- nologies. Key technologies pool competencies in order to uphold the long-term competitiveness of our businesses and products. University of Massachusetts Massachusetts Institute of Technology Cambridge, Massachusetts Harvard University Stanford, California Stanford University University of California Berkeley, California United States For a multiyear overview of research and development expenditures, see the Ten-Year Summary on page 235 The number and quality of our patents attest to our power of innovation and long-term competitiveness. We filed around 1,000 new patents worldwide in 2015. For the seventh time in succession, we headed the rankings in the Patent Asset Index in 2015 a method which compares patent portfolios industry-wide. This once again underscores BASF's power of innovation. We aim to keep strengthening our research and develop- ment activities in Asia as well as in North and South America. Our plan is to conduct half of our research and development activities outside of Europe in the long term. We are adapting this to the growth in regional markets. This increased presence outside Europe creates new opportunities for fortifying and expanding customer relations and scientific collaborations, shoring up our Research and Development Verbund and mak- ing BASF an even more attractive partner and employer in the regions. Ludwigshafen remains the largest site in our Research Verbund. This was emphasized by the investment we made in a new research building opened in July. It creates modern workspaces and ideal cooperation conditions for around 200 employees in the platform Advanced Materials & Systems Research. The extension of our Innovation Campus Asia Pacific in Shanghai, China, was inaugurated in November, strengthen- ing regional research capacity for new materials and systems, as well as our power of innovation for both the region and the world. Cambridge, Massachusetts We held three interdisciplinary science symposia in the year of our 150th anniversary: in Ludwigshafen, Germany; Chicago, Illinois; and Shanghai, China. There, a total of 1,500 renowned experts from more than 37 countries engaged with each other on the topics "smart energy," "food" and "urban living," developing concrete approaches for interdisciplinary solutions. Nobel laureates Steven Chu of Stanford University in California and Jean-Marie Lehn of the University of Strasbourg in France contributed with keynote speeches. The symposia strengthened our academic network and marked the high- lights among the co-creation activities we used to link people and ideas around the globe in order to find new solutions together for global challenges. We plan symposia in the future, as well, in order to foster scientific exchange. We also successfully maintain close cooperations with others in the area of energy. For example, we have developed new materials for energy-saving cooling together with leading universities and partners from industry around the world. Thanks to their special properties, these magnetocaloric materials warm up when introduced to a magnetic field and cool off again when the field is removed. Compared with today's usual compressor technology, cooling systems based on these widely available and affordable materials have the potential to reduce energy consumption by up to 35%. They are also quieter and operate without gaseous coolants. Together with the U.S. technology company Astronautics and the Chinese appliance manufacturer Haier, we introduced the first prototype of a magnetocaloric wine cooler and are now developing it jointly to achieve commercial readiness. We offer our customers magnetocaloric products for their cooling applications under the brand name Quice®. For us, the development of innovative materials also involves 3-D printing - that is, additive manufacturing. Many complex plastic components have been made using injection molding. By contrast, 3-D printing offers distinct advantages: lower small-batch production costs and considerably less time, since no mold is necessary. Complex structural elements can be built in a single step, allowing for completely new design options like branching internal cavities. And yet the materials currently available on the market often do not meet the high demands of functional components for industrial applications. This is especially true of components optimized for shape and weight, like those in the aviation, automotive, and consumer goods industries. We are therefore developing improved mate- rials together with partners, such as plastics and resins, and optimizing the interplay between the material and 3-D printer. 123456 3 Chemicals: Over the last few years, we have been constantly improving our production process for isononanol (INA), an important precursor for products like plasticizers. We have been able to raise the production and energy efficiency of this process and expand its raw material base, so that in addition to steam cracker products, side streams from refineries can also be used as a raw material. This increases our supply security and improves our cost structure. Together with our partner Sinopec, we started up a new INA production plant in October 2015 in Maoming, China, in which the new process has already been successfully implemented. In the Monomers division, we are constantly on the lookout for innovative and large-volume applications for our existing products. An example of this is the successful introduction of polymer MDI as a binding agent for various wood-based products. Laminate flooring especially benefits from improved performance properties, with increased moisture resistance. Our globally active team of specialists proved a key success factor for this new application, as they supported customers in North America and Asia in converting their production. In 2015, we supplied the first PolyTHFⓇ 1000 produced using renewable raw materials to selected partners for testing purposes in various applications. This precursor is made using a license from Genomatica, and its quality is on a level with conventionally produced PolyTHF® 1000 based on petrochemicals. It can therefore be employed as a chemical 2 component in thermoplastic polyurethane (TPU), which is used to make such products as ski boots, shoe soles, films, hoses and cable jacketing. This enables our customers to develop innovative products based on renewable raw materials. Performance Products: Paint manufacturers want to offer products that can be applied in a short amount of time without compromising on high quality and attractive appearance. Our Acronal® EDGE 4750 dispersion in the North American deco- rative paint portfolio allows our customers to combine the demands of both primer and top coat into a single paint: Acronal® EDGE 4750 adheres well and prevents stains from penetrating the paint while providing coverage, durability and stain resistance. Painters can therefore dispense with a whole process step and still achieve the highest-quality results. The minty taste of menthol, the world's top-selling flavor, can be found in countless everyday products. Unlike other flavorings that remain in liquid form, menthol crystallizes to a solid at room temperature. Customers first have to melt it again before using it. Yet we already supply our menthol in liquid form by transporting and storing the still-hot menthol from the production facility in containers with a mobile heating element. This saves our customers several processing steps along the value chain, allowing them to put it to direct use: a sustainable business model with both economic and envi- ronmental benefits. The high-performance polymer SokalanⓇ HP 20 gets laundry clean with fewer resources. It can be used in both conventional and highly concentrated liquid laundry deter- gents, removing stains from textiles even at low washing temperatures. SokalanⓇ HP 20 also prevents the redeposition of removed soil onto the washed fabric, keeping colors bright and white laundry from turning grey. - 21% Since 2014, the United States has had very stringent reg- ulations for the environmental friendliness of certain lubricants in the shipping industry such as those used for marine propulsion and steering systems. Our Synative® ES TMP ester base stocks contain a large amount of renewable raw materials, are biodegradable, and are nontoxic to marine organisms. Because they work effectively and yet also in a more environmentally friendly manner than many comparable products in the marine industry, they help protect marine life and are employed in many applications subject to especially strict regulations. BASF Report 2015 Functional Materials & Solutions: BASF has developed a catalyst technology that allows refineries to increase yields of valuable products like gasoline, diesel and other fuels from crude oil. The nickel contained in crude oil presents a particu- lar challenge to further processing, as it significantly increases the generation of undesirable by-products like petroleum coke and hydrogen. Combined with an optimized pore structure, our new catalyst based on the metalloid boron intercepts nickel in processing, thus preventing undesirable chemical reactions. The MasterEase range of concrete additives greatly improves the flow properties of the building material. This is especially true of modern high-performance concrete. Its lower water and cement content improves stability and increases buildings' longevity, but also makes the material sticky and harder to pump. Developed by BASF, polymers contained in MasterEase products reduce the concrete's vis- cosity by up to 30%. From mixing and pumping to sealing and smoothing, processing therefore becomes easier, quicker and more economical. With XSparkⓇ, we have developed an exclusive color effect for automotive OEM coatings that sparkles with particu- lar brilliance in direct sunlight. Tiny glass particles that reflect light more precisely than other effect pigments are applied together with the paint layer in a single step. The resulting homogeneous surface provides a pure, solid-color reflection with particular depth, a complex paint effect that creates a high-quality, elegant-looking coating without being intrusive. This innovative product has already won several international awards. Together with our partner ContiTech Vibration Control, we have developed the world's first plastic transmission cross- beam in the rear axle subframe of vehicles for the S-Class from Mercedes-Benz. Made of UltramidⓇ engineering plastic, the component reduces noise and is 25% lighter than typical models made of aluminum, which means a reduction in vehicle fuel consumption. Thanks to our ElastollanⓇ thermoplastic polyurethane, the company Schwalbe has been able to reduce weight in its "Evo Tube" inner tube designed for mountain bikes by up to 65% compared with conventional, butyl-based inner tubes. Agricultural Solutions: We work together with farmers to keep their farmland arable for future generations and to accommodate society's rising expectations. To do so, we constantly invest in our development pipeline in order to expand our portfolio both in and beyond conventional crop protection such as in biological solutions. In 2015, we invested €514 million in research and development in the Crop Protection division, representing around 9% of sales for the segment. - Our innovation pipeline comprises products launched between 2015 and 2025. With a current peak sales potential of €3 billion, the pipeline comprises innovations from all business areas. The herbicide EngeniaⓇ, for example, is being introduced in the United States as a key component of dicamba- and glyphosate-tolerant cropping systems. In 2016, we will apply for approval of a new fungicide that can be used in many crops around the world. We are also bolstering our insecticide portfolio with novel high-performance ingredients. Our SeltimaⓇ formulation from the Functional Crop Care portfolio offers farmers an efficient, yet environmentally friendly, solution for guarding rice crops against fungal infections. The special encapsulation technology developed in the BASF Verbund ensures the precise release of its active ingredient exclusively on the rice leaf's surface, enabling better protection of both plant and environment. BASF Plant Science: We collaborate with numerous biotechnology and seed companies, research institutes, and universities worldwide on developing crops with higher yields and improved resistance to unfavorable environmental factors, such as drought. We also work closely together with the Crop Protection division to research and bring to market innovative herbicide tolerance solutions. In 2015, we launched the CultivanceⓇ production system, a combination of genetically modified soybeans and the corresponding herbicide. CultivanceⓇ therefore provides farmers with a complete solu- tion for weed control in soybean cultivation. Oil & Gas: Our research and development activities focus on improving the discovery rate of oil and gas reservoirs, develop- ing technologies for reservoirs with challenging development and production conditions, and increasing the recovery factor of reservoirs. 38 Management's Report Innovation BASF Report 2015 Corporate research, Other Oil & Gas Process optimization is our goal in the E.U.-supported projects PRODIAS1 and RECOBA², in which we have been closely collaborating with partners from industry, academia and research institutions since the spring of 2015. With PRODIAS, we intend to further unlock the potential of products in white biotechnology. This involves methods and processes that allow products based on renewable raw mate- rials to be produced efficiently and with fewer resources. The project focuses particularly on processing diluted aqueous systems, which are generated in large quantities by the manu- facture of such products and which demand energy-intensive steps for separation and purification. In PRODIAS, we are developing methods and process steps optimally suited for biotechnological processes, increasing the competitive ability of these products. - The RECOBA research project pursues the goal of improv- ing product quality, efficiency, and flexibility in complex batch processes such as for emulsion polymerizations thus saving energy and raw materials. Typically, the process control runs through repetitions according to a fixed schedule. We want to replace this by developing a model-based online con- trol system that can adjust to current conditions and calculate the optimal trajectory for any point in time. Product properties, such as the texture of product particles, can therefore be better controlled, and the reactor's productivity and energy consumption optimized. For more on research and development, see basf.com/innovations 1 The acronym PRODIAS stands for Processing Diluted Aqueous Systems. 2 The acronym RECOBA stands for Real-time sensing, advanced Control and Optimization of Batch processes, saving energy and raw materials. BASF Report 2015 Management's Report 37 Innovation Innovation in the segments - examples 2% Innovations are an important success factor for BASF's long- term growth. In developing new products, we look at the needs of our customers as well as at market trends, and take advantage of the opportunities arising from value chains in the BASF Verbund. We want to become even more competitive through innovative production methods. We never stop improving our existing products, applications and processes. With chemistry, we can sustainably create value for customers and society. 1 Chemicals 6 11% Performance Products 20% Functional Materials & Solutions 20% €1,953 million 4 Agricultural Solutions 26% Research and development expenses by segment We create a broad range of customized products, partic- ularly in the Performance Products segment - from vitamins, personal care ingredients and color pigments to paper chemi- cals and plastic additives. In joint projects, we start working closely together with customers already at an early stage in order to develop new products or formulations for a specific industry. A worldwide network of development laboratories allows us to quickly adapt our products to local needs. London, England For information on customer relations in the Oil & Gas segment, see page 86 onward ■Life-long learning concept focuses on learning from on-the-job experience Learning and development BASF Report 2015 Working at BASF 44 Management's Report 43.3 27.9 23.7 Thereof women % December 31, 2015 106,901 3,240 2,294 Temporary staff Apprentices Permanent staff BASF Group employees by contract type (total: 112,435) Moreover, we began a program in 2015 to integrate refu- gees into German life. In its initial phase, "Start Integration" is offering 50 participants prospects for beginning their career through the BASF Training Verbund. With its modular struc- ture, the program is geared toward refugees with a high probability of being granted the right to remain in Germany. For more information, see basf.com/apprenticeship Furthermore, 20 Spanish apprentices once again began their vocational training in Tarragona, Spain, on the basis of the German vocational training model. The theoretical and practi- cal phases take place in Tarragona and in Ludwigshafen. The apprentices are then placed in production plants after their vocational training is finished. In 2015, 16 Spanish apprentices successfully completed their training and began employment at the Ludwigshafen site at the start of 2016. We consider this program a way of expanding our recruiting pool. In 2015, 886 apprentices started their vocational training at BASF SE and German Group companies, filling almost all available program slots in Germany. The current shortage of skilled labor nevertheless presents a challenge that we address with various programs and initiatives. These include Start in den Beruf and Anlauf zur Ausbildung, in which 249 young people in the BASF Training Verbund participated in coop- eration with partner companies in 2015. The goal of these programs is to prepare participants for a subsequent appren- ticeship within one year, making a contribution to the long- term supply of qualified employees in the Rhine-Neckar Metro- politan Region. Because the number of open vocational training placements in some fields outweighs demand, some placement slots in these programs remain unfilled. At the Ludwigshafen site, we also offer a part-time training program for newcomers from other fields, so that they can qualify for a career in chemical production even while working at their current job. As of December 31, 2015, BASF was training 3,240 people in 15 countries and around 60 occupations. We spent a total of around €107 million on vocational training in 2015, as well as about €9 million on the BASF Training Verbund as part of our social commitment in the Rhine-Neckar Metropolitan Region. 3,240 apprentices in around 60 occupations worldwide Around €107 million spent on vocational training ■ Vocational training Worldwide, the percentage of employees who resigned during their first three years of employment was 1.1% on average in 2015. This turnover rate was 0.4% in Europe, 1.9% in North America, 3.3% in Asia Pacific and 1.1% in South America, Africa, Middle East. Our turnover rates are therefore lower than those of many other companies. We score well in worldwide employer rankings. In a 2015 study conducted by Universum, BASF was once again selected by science and engineering students as one of the 50 most attractive employers in the world. Furthermore, BASF Corporation in the United States received the Talent Board's Candidate Experience Award for the third time in a row for our excellent performance in the management of external candi- dates. In Asia Pacific, we were awarded for measures such as our interactive career website. In the global competition for the best employees and leaders, we want to recruit qualified talent in order to achieve our ambitious growth targets. This is why we have expanded the measures that make our total offer package attractive for employees. For example, we added 34 countries to our new career website in 2015, and are making even greater use of social media to reach potential candidates. ■ Good scores in employer rankings worldwide Career website established globally Competition for talent Management's Report 43 Working at BASF BASF Report 2015 ■Learning Campus promotes further education in ■ worldwide networks Specific further training for employees in production and technical fields Imperial College Women 55 years and up Between 40 and 54 years Between 26 and 39 years 16.4% 18,777 83.6% Men Up to and including 25 years 71.8% 28.2% 8,135 69.7% 23.6% 78.1% 37,040 21.9% 48,483 BASF Group employee age structure (Total: 112,435, thereof 24.2% women, as of December 31, 2015) We offer functionalized materials and solutions tailored to customers' requirements, particularly in the Functional Materials & Solutions and Agricultural Solutions segments. These include, for example, engineering plastics, concrete additives, coatings and crop protection products. We engage in close partnerships with customers and develop innovations together that help them optimize their processes and applica- tions. Our understanding of the entire value chain as well as our global setup and market knowledge are key success factors here. Active knowledge management and effective succession planning as a part of leadership duties ■ ■"Leadership in times of demographic change" Managing demographic changes We support the large number of employees in production and engineering worldwide with job-specific qualifications and further training. We have further strengthened our in-plant qualification measures with in-plant trainers who promote the continuous professional development of employees in produc- tion and engineering through individual learning assignments. Moreover, we expanded our programs on safety culture and knowledge management as well as team and organizational development. We spent around €96 million on further training in 2015 (2014: €101 million). Our measures for further training are based on the learning needs of our employees. Local and international seminars and workshops enable the acquisition and exchange of knowledge and promote networking. Each employee spent an average of 2.5 days on further training in 2015. Internal specialists provide our employees with career counseling. In regular development meetings, our employees and leaders outline prospects for individual professional develop- ment together and determine measures for further training and development. This approach was implemented for around 60,000 employees by the end of 2015. Our goal is to introduce these development meetings for all BASF employees by 2017. They supplement the annual employee dialogs that are con- ducted in all BASF Group companies worldwide, which include an employee performance assessment component. Our learning and development opportunities support the Best Team Strategy and have a direct connection to business. We want to enable life-long, learner-centric learning; in so doing, we follow the "70-20-10" philosophy. That means applying the elements "learning from experience" (70%), "learning from others" (20%) and "learning through courses and media" (10%). Our global Learning Campus is the central platform for the programs on offer for life-long learning. It allows employees to find the courses relevant for them. Our goal is to create a common-ground, inspiring learning experience that enables employees to connect with the company and with each other. The options cover a range of learning goals: start- ing a career, expanding knowledge, personal development, and leadership training. As a platform for exchange as well as for strategic and cultural shift, the concept of the Learning Campus also facilitates thinking and acting as one company. 30.3% 73.7% The demographic situation within the BASF Group varies widely by region. Particularly in Germany and North America, an aging population presents us with challenges. We are also intensely occupied with future issues like new technologies, growing digitalization ("Industry 4.0"), and the ever-increasing delay of retirement. We create a framework to help maintain the employability of our personnel at all stages of life and ensure the availability of qualified employees. Our employees and leaders are supported with health and exercise programs, flexible working arrangements, age-appropriate workplaces and demographic analyses. The topic "leadership in times of demographic change" also forms a part of our leadership programs. In addition, we actively engage in knowledge man- agement and systematic succession planning. For more on health protection, see page 101 15.6% December 31, 2015 Total South America, Africa, Middle East Asia Pacific North America Europe BASF Group new hires in 2015 At the end of 2015, BASF had 112,435 employees (2014: 113,292); of these, 3,240 were apprentices (2014: 3,186). We hired 7,489 new employees Group-wide in 2015. Reductions in headcount came in part from the sale of portions of the pharmaceutical ingredients and services business to Siegfried Holding AG, based in Zofingen, Switzerland, as well as from the asset swap with Gazprom. Number of employees Our Best Team Strategy is derived from our corporate strategy and simultaneously contributes to the achievement of its goals. We want to form the best team. To achieve this, we focus on three strategic directions: excellent people, excellent place to work and excellent leaders. Emphasis here is placed on our attractiveness in worldwide labor markets, personal and professional development, life-long learning, and support- ing and developing our leaders. We are strongly committed to internationally recognized labor and social standards and strive to respect these worldwide. - Best Team Strategy focuses on excellent people, workplace and leaders Strategy Our employees are fundamental to achieving the goals of the "We create chemistry" strategy. We want to attract and retain talented people for our company and support them in their development. To do so, we cultivate a work- ing environment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. 3,240 Apprentices in around 60 occupations BASF Report 2015 On center stage Life-long learning Employees around the world Working at BASF Working at BASF 42 Management's Report The close alignment of our business with our customers' needs is an important component of our "We create chem- istry" strategy. We will therefore continue the systematic and structured enhancement of our industry orientation in the future. Yet not all business units can be arranged purely according to industry. That is why BASF has created sector-specific groups for key customer industries - like the automotive, pharmaceutical and packaging industries - or for growth fields such as wind energy. These "industry teams" pool expertise, knowledge and contacts across different units, sharpen our understanding of the value chains in customer industries and work on sector-specific solutions that often could not be developed within one operating division alone. For more than fifty years, we have worked closely with the construction industry, which has enabled numerous successful and sus- tainable projects. This means combining the expertise of seven divisions into one global industry team. The products and systems developed through this setup improve the durability of buildings, which themselves require fewer resources for maintenance. Furthermore, these products make buildings more energy efficient, thus protecting our environment. BASF is developing new solutions for faster and more cost-efficient construction, easy maintenance, improved insulation materi- als, and heat transfer by means of infrared-reflective coatings. We serve customers from many different sectors with our broad portfolio of diverse competencies, processes, technolo- gies and products. Around half of our business units are geared toward specific industries. By combining expertise and resources, we position ourselves as a solution-oriented system provider for our customers. Industry orientation systematically and structurally enhanced ■Industry teams pool cross-unit expertise, knowledge and contacts Around half of business units geared toward specific industries Industry orientation 73.8% Thereof women % 3,218 112,435 1,731 17,562 29.9 Asia Pacific O! 26.2% 21.4% women and 78.6% men Germany: 52,837 (47.0%) 23.6% women and 76.4% men BASF SE: 35,972 (32.0%) OL 70,079 62.4% Europe 6.5% 7,323 Middle East Africa, South America, 76.4% 76.3% 1,861 25.0 26.3% 25.1 679 7,489 27.7 31.1 BASF Group employees by region (Total: 112,435, thereof 24.2% women, as of December 31, 2015) North America 17,471 15.5% HOO! 23.7% 6 In 2015, the BASF Group spent a total of €56.2 million sup- porting projects (2014: €45.4 million). Of this amount, we donated 46% (2014: 32%). We support initiatives that reach out to as many people as possible and have long-term impact. We foster education, science, social projects, sports and cultural events in the communities around our sites. On a regional level, we work together with universities, schools and nonprofit organizations. We support BASF Stiftung, a charita- ble foundation, in its international projects with various U.N. and nongovernmental organizations. Starting in 2016, we want to focus our social commitment even more on making an impact, and we have developed a new, global strategy for achieving this. We want to put life- long learning on center stage and define global and regional focus topics to which our activities can make a targeted contribution. BASF Group donations, sponsorship and own projects in 2015 (in million €) We take on social responsibility: We are involved in diverse projects worldwide, especially in the communities where our sites are located. Our main focus is on access to education. In this way, we promote innovative capacity and future viability. -23456 Strategy 1 Education 2 22.1 39.3% 5.4 9.6% 6.4 11.4% 13.2 23.5% 4 2.9 5.2% 6.2 11.0% 5 1 €56.2 million Science Sports Other campaign Focus on education Social projects Culture Collected in 2015 year-end donation - The annual survey of our Group companies Participants in Kids' Labs and Teens' Labs worldwide ■ BASF organizes 50th Jugend forscht national youth science competition Alignment with U.N. Guiding Principles on Business and Human Rights Adjusted management process for monitoring adherence to labor and social standards Our voluntary commitment to respecting international labor and social standards is embedded in our global Code of Conduct. This encompasses internationally recognized labor norms as stipulated in the United Nations' Universal Declara- tion of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Organization (ILO). BASF strives to uphold these standards worldwide. In countries where national laws, rules and customs deviate from international standards, we take on the challenge of finding appropriate solutions that respect local customs by engaging in dialog with stakeholders. We check regard for international labor and social stan- dards using a global monitoring system comprising three instruments: - External compliance hotlines - Close dialog with our stakeholders, such as employee representatives and international organizations In order to even better inspect compliance with international labor and social standards around the world, we began restructuring our management process in 2015. Step by step, the annual survey of our Group companies will be replaced with a process through which we can more efficiently monitor worldwide adherence to international labor standards based on a globally applicable BASF guideline. The management process is geared toward internal regulations on compliance and risk management, as well as requirements with respect to the U.N.'s Guiding Principles on Business and Human Rights. For more on labor and social standards, see basf.com/labor_social_standards For more on worldwide standards, see page 26 For more on our sustainability-related risk management, see page 31 For more on compliance, see page 136 onward 48 Management's Report Social commitment Social commitment BASF Report 2015 €56.2 million Spent on donations, sponsorship and BASF Group's own projects 87,032 €377,000 ■ Experts convene for tenth anniversary of Offensive Bildung early-childhood education initiative 2.4% BASF hosted the 50th Jugend forscht national youth science competition in our 2015 anniversary year; 195 young people qualified for the competition with 113 projects. The winners were honored in Ludwigshafen in the company of German Federal President Joachim Gauck. 2015 2014 2015 2.4% 1.8% 1.4% Emerging markets of Asia 2014 2015 6.2% 2014 6.5% 2015 0.4% 2014 (0.1%) South America 2015 (2.1%) 2014 0.4% Japan Trends in the global economy in 2015 Growth in the global economy was marked by diverging devel- opments in the advanced economies and the emerging mar- kets. In the European Union and the United States, consumers benefited from low energy prices and rising real income. The result was increased demand for consumer goods, stabilizing the economy in these regions. The economic cooldown in China, however, dampened growth in Asia and South America in particular. Russia's recession intensified on account of the low oil prices as well as the continuing trade sanctions. Fur- thermore, many emerging-market currencies depreciated sharply in anticipation of interest rate hikes in the United States. Although this boosted these countries' competitive- ness in terms of export prices, it also led to further capital outflow and higher inflation rates. Economic trends by region United States European Union 2015 2.4% 2014 2.6% World With the Offensive Bildung initiative, BASF and its partners have been involved in education in day care centers and primary schools for ten years. More than 500 education specialists discussed the initiative's future and successes at an expert convention in Ludwigshafen in 2015. As a founding member of the Wissensfabrik, BASF is part of a nationwide network of more than 120 companies and foundations that have been making a contribution to educa- tion and entrepreneurship in Germany since 2005. Focus on refugees and migration ■ Supporting integration projects in the Rhine-Neckar Metropolitan Region ■ BASF Stiftung's humanitarian engagement BASF SE has already been supporting over 20 refugee integration projects in the Rhine-Neckar Metropolitan Region since 2014. These include language courses and integration programs for children and families, as well as theater and crafts projects. BASF's global "Connected to Care" competi- tion to promote employees' charitable involvement also sup- ported employee-organized integration projects. Connected to Care won the Human Resources Manager magazine's HR Excellence Award in 2015. As part of its humanitarian development collaboration, BASF Stiftung has supported various United Nations projects since 2012 - along with other international nongovernmen- tal organizations - in their efforts to deal with the effects of refugeeism and migration. The company and its employees gave €377,000 to BASF Stiftung in the 2015 year-end donation campaign for the United Nations Children's Fund (UNICEF) supporting an education and integration program in Jordan. For more information, see basf.com/international_donations BASF Report 2015 The BASF Group business year Economic environment In 2015, 87,032 children and young people visited our Kids' Labs and Teens' Labs in 31 countries. We started a new experiment program in 2015 entitled "Keep cool!" in which 10,406 children participated around the world. Management's Report 49 2.4% Growth in global gross domestic product 2.0% Growth in global industrial production 3.6% Growth in global chemical industry The global economy grew only moderately in 2015, slow- ing down over the course of the year. Dampening effects came primarily from the emerging markets. Growth in the European Union was positive, yet remained at a low level. After a weak start to 2015, the U.S. economy stabilized over the course of the year. In China, however, industrial production and demand for imports both slowed consid- erably compared with 2014. This development also weak- ened momentum for China's trading partners and weighed down raw material prices. Important countries such as Russia and Brazil found themselves in a recession. Over- all, global gross domestic product grew by only 2.4%, remaining behind 2014 (+2.6%¹) and our expectations for 2015 (+2.8%). The average price for a barrel of Brent blend crude oil fell to $52 per barrel (2014: $99 per barrel). For the outlook for the economic environment in 2016, see page 121 onward Gross domestic product (Real change compared with previous year¹) The BASF Group business year - Economic environment 3 For more on business reviews by segment, see page 61 onward ■ 1,023 1,603 2,043 2,070 10,649 1,893 2,872 2,994 2,890 70,449 13,880 17,424 19,078 20,067 Full year 4th quarter 3rd quarter 2nd quarter 1st quarter Adjusted earnings per share Earnings per share 6,739 1,995 2,039 1,889 0.37 1.31 1.38 1.28 € 3,987 339 1,209 1,265 1,174 Net income 5,548 1,714 1,887 1,831 (700) (209) (175) (152) (164) 6,248 325 116 4.34 Income before taxes and minority interests Income from operations (EBIT) 5,492 4,301 (23.0) 7,203 5,548 (65.5) (423) (700) Adjusted earnings per share Earnings per share Net income Income before minority interests Income before taxes and minority interests Financial result (18.1) 7,626 6,248 Income from operations (EBIT) (8.4) 7,357 6,739 (21.7) 3,987 5,155 (22.7) Income from operations (EBIT) before special items Income from operations before depreciation and amortization (EBITDA) Sales Sales and earnings by quarter in 20142,3 (in million €) Adjusted earnings per share Earnings per share Net income Income before taxes and minority interests Financial result Income from operations (EBIT) Financial result Income from operations (EBIT) before special items Sales Sales and earnings by quarter in 2015² (in million €) (8.1) 5.44 5.00 € (22.6) 5.61 4.34 € Income from operations before depreciation and amortization (EBITDA) Income from operations (EBIT) before special items € 1.49 For more on the calculation of EBIT after cost of capital, see page 30 We once again earned a premium on our cost of capital in 2015. EBIT after cost of capital amounted to €194 million after €1,368 million in the previous year. Cost of capital increased particularly as a result of the higher amount of fixed assets. Contrasting this was the reduction of inventories and other receivables. Compared with 2014, special charges from various restructuring measures rose by €155 million to €223 million and expenses for the integration of acquired businesses by €9 million to €15 million. Divestitures in 2015 resulted in an earnings contribution of €476 million (2014: €712 million). This amount included the asset swap with Gazprom as well as the disposal of the white expandable polystyrene (EPS) business, the global textile chemicals business, and parts of the pharmaceutical ingredi- ents and services business. Special items in 2015 resulted in an earnings contribution to EBIT of minus €491 million (2014: €269 million). This was largely the result of other special charges and income totaling minus €729 million, mostly from impairments on assets in the Oil & Gas segment. In 2014, other special charges and income totaling minus €369 million had especially pertained to impair- ment charges in the Oil & Gas, Chemicals, and Functional Materials & Solutions segments. Included in this figure is income from companies accounted for using the equity method, which declined from €273 million to €251 million. At €6,248 million, income from operations for the BASF Group in 2015 was considerably below the previous year's level (€7,626 million). Income from operations declines considerably Premium once again earned on cost of capital Income from operations and special items Sales in Other shrank by 23%, mainly on account of a reduced contribution from raw materials trading. The decline was also influenced by the disposal of our share in the Ellba Eastern Private Ltd. joint operation in Singapore at the end of 2014, as well as by lower plant availability from the outage at the Ellba C.V. joint operation in Moerdijk, Netherlands. Income from operations before special items dropped by 57% com- pared with the previous year. Major factors were a lower cur- rency result and higher expenses for provisions for our long- term incentive program. Sales declined by 14% in the Oil & Gas segment in 2015. This was largely a result of the asset swap with Gazprom completed at the end of September, through which contribu- tions from the natural gas trading and storage business, as well as from Wintershall Noordzee B.V., ceased as of the fourth quarter of 2015. The significant drop in the price of oil led to slightly lower sales in the Exploration & Production business sector. Higher volumes in both the Exploration & Production and Natural Gas Trading business sectors had a positive effect on sales. Income from operations before special items declined by 24% as a result of the reduced sales level. Sales in the Agricultural Solutions segment exceeded the level of 2014 by 7%, primarily driven by higher sales prices. Over the course of the year, we experienced a slowdown in demand for crop protection products, while prices for agricul- tural products remained low. In emerging markets in particular, our business development was hindered by the volatile envi- ronment and depreciation of local currencies. Income from operations before special items was down by 2%. This was primarily attributable to higher fixed costs, mainly through a decrease in plant capacity utilization rates from the startup of new production capacities, along with reductions in inven- tories. We raised sales by 5% in the Functional Materials & Solu- tions segment thanks to positive currency effects in all divi- sions. Prices declined slightly overall, with volumes stable. We improved income from operations before special items by 38%, mainly because of the considerable earnings increase in the Performance Materials and Construction Chemicals divi- sions. BASF Report 2015 The BASF Group business year - Results of operations 54 Management's Report 3 The figures for the first three quarters of 2014 were adjusted to reflect the dissolution of the gas trading business disposal group at the end of 2014. For more information, see the "Restated Figures 2013 and 2014" brochure at basf.com/publications. 2 Quarterly figures represent unaudited supplementary information. 1 With EBITDA of €10,649 million achieved in 2015, we confirmed the estimated range of €10 billion to €12 billion we announced in October 2014. 5.44 1.04 Special items (in million €) Integration costs Restructuring measures Divestitures Other charges and income ■ 466 (468) earnings before taxes Total special items in 197 23 Special items reported in financial result 269 (491) 1.24 income from operations (EBIT) (369) (729) 712 476 (68) (223) (6) (15) 2014 2015 Total special items in 1.43 1.53 € 7,357 1,459 1,774 2,012 2,112 11,043 2,873 2,514 2,705 2,951 74,326 18,047 18,312 18,455 19,512 Full year 2nd quarter 3rd quarter 4th quarter 1st quarter 5.00 1.01 1.07 2,221 1,933 1,742 1,730 5.61 1.54 1.11 1.37 1.59 € 5,155 1,418 1,014 1,259 1.63 1,464 1,795 1,573 1,797 2,038 (423) 65 (169) (136) (183) 7,626 7,203 - Growth somewhat stronger in European Union U.S. economy initially below expectations, picks up as year progresses 14.9 % Growth below our expectations Trends in the chemical industry Management's Report 51 BASF Report 2015 Health and nutrition | Electronics <5% Agriculture | Construction 5-10% Consumer goods | Transportation 10-15% Chemicals and plastics | Energy and resources >15% BASF sales by industry (Direct customers) 1 Figures that refer to previous years could deviate from last year's report due to statistical revisions. Agriculture Electronics 2.8% 2014 2015 2.1% 3.6% 2014 In light of the dampened dynamic in its key customer indus- tries, the chemical industry (excluding pharmaceuticals) grew by 3.6%. Our original forecast of 4.2% had been much higher. This development was largely a factor of slower momentum in China, the world's largest chemical market. There, chemical production gained 7.0%, around 2.3 percentage points under the previous year's rate. Growing at 0.3% (2014: +0.6%), the chemical industry in the European Union continued to lag behind the total industry. As in the previous year, momentum was provided by the United Kingdom and the eastern E.U. countries. Chemical production again declined slightly in Germany. In the United States, the 3.5% growth rate was 2.1 percentage points stronger than in the previous year, although momentum decel- erated as the year progressed. At -1.7%, chemical production in South America declined at the same rate as in the previous year. Production volumes rose slightly in Japan, growing by 1.6% (2014: -0.8%). Chemical production (excluding pharmaceuticals) (Real change compared with previous year¹) Important raw material price developments 2014 (1.7%) 2015 (1.7%) South America 2014 (0.8%) 2015 1.6% Japan 2014 7.5% 2015 6.4% Emerging markets of Asia 2014 1.4% 3.2% 2015 3.5% 2014 0.6% 2015 0.3% European Union 3.6% 2015 2014 3.5% World The average price of gas in the United States was $2.61 per mmBtu, below the level of the previous year ($4.37 per mmBtu). In Europe, the average price of gas on spot markets remained substantially higher, at $6.49 per mmBtu (2014: $8.21 per mmBtu). 2 Gas prices in China were around $9.81 per mmBtu on national average, while the average price in the coastal regions was $11.20 per mmBtu. Average monthly prices for the chemical raw material naphtha ranged over the course of 2015 between $551 per metric ton in May and $387 per metric ton in December. At $462 per metric ton, the annualized average price of naphtha in 2015 was below the level of 2014 ($837 per metric ton). At an average of around $52 per barrel in 2015, the price of Brent blend crude oil dropped by 47% compared with the previous year ($99 per barrel). The oil price fluctuated over the course of the year between $64 per barrel in May and $38 per barrel in December. Prices continue to fall for crude oil and naphtha Gas prices below previous year's level United States 1 Figures that refer to previous years could deviate from last year's report due to statistical revisions. 2015 4.2% Industry total Construction resources Growth in key customer industries (Real change compared with previous year¹) Against this backdrop, growth in key customer industries and in the chemical industry also remained below prior-year levels. Automotive manufacturing saw considerably slower growth due to sales developments in China, South America and Russia. In the construction industry, China's economic cooldown and the sharp decline in construction activities in Russia and Brazil led to lower growth rates worldwide. Agricul- ture grew by 2.1%, somewhat behind the previous year's rate but with regional developments varying widely. In the European Union, industrial growth was able to expand slightly from 1.3% to 1.5%, whereas North America saw a substantial overall decline from 3.4% to 1.2%. At 5.4%, indus- trial growth in the emerging markets of Asia remained around 1.7 percentage points behind the previous year's levels. Indus- try in China grew at only 6.1%, a rate considerably slower than in previous years. South America fell into a downright slump: Industrial production in Brazil shrank by 8.4%. Global industrial production grew by around 2% in 2015, con- siderably more slowly than in the previous year (+3.5%) and far below our expectation of 3.6%. It decelerated substantially in both the advanced economies (2015: +0.9%, 2014: +2.4%) and in the emerging markets (2015: +3.1%, 2014: +4.6%). Development in key customer industries also weaker than in previous year ■ ■Substantially weaker growth in global industrial production compared with 2014 Trends in key customer industries Japan was also negatively affected by developments in China, its most important trading partner apart from the United States. Despite the depreciation of the yen against other currencies, exports to China and to Europe and the United States remained modest. Private consumption and the propen- sity for investment were also dampened. Gross domestic product was hardly able to grow in these conditions (+0.4%). In South America, gross domestic product shrank by 2.1% overall in 2015. Many countries in the region suffered from China's weaker demand for raw materials, as well as from falling raw material prices. Brazil fell into a severe recession. As a result of the 32% drop in value of the Brazilian real over the course of the year, consumers and producers were left strug- gling with rising prices for imported goods. Deteriorating economic conditions and a crisis of confidence in the govern- ment brought consumer sentiment and investor confidence to record lows. The Argentinian peso also depreciated by around 30% compared with the average of the previous months after exchange rates were allowed to float in December. Growth continued to weaken in the emerging markets of Asia, although it remained at a high level (+6.2%). In China, growth especially decelerated in the manufacturing industry and the construction sector. The Chinese government com- bated this economic cooldown with monetary and fiscal measures. The slowdown in China also dampened economic activity in neighboring Asian countries; South Korea, Taiwan, Singapore and Malaysia all saw substantially lower growth rates than in the previous year. In the first quarter of 2015, growth in the United States remained considerably behind our expectations on account of unfavorable weather conditions and long-running harbor strikes that negatively impacted exports. Yet the U.S. economy I was able to stabilize over the course of the year (+2.4%). Private consumption, employment, and wages and salaries all developed well while the inflation rate remained low. Low inter- est rates spurred growth in the construction and automotive sector. BASF Report 2015 The BASF Group business year Economic environment 50 Management's Report 1 Figures that refer to previous years could deviate from last year's report due to statistical revisions. The countries in central and eastern Europe developed positively in light of low energy prices, rising export demand from the eurozone, and comparatively low interest rates. In Russia (-3.7%), however, the recession intensified in an environment of low oil prices, a weak ruble and ongoing trade sanctions. At 1.8%, gross domestic product in the European Union grew somewhat faster than in the previous year (2014: +1.4%). Solid growth rates were seen in northwestern Europe, particu- larly the United Kingdom, Sweden and Ireland. The economy in southern Europe was able to continue stabilizing - especially in Spain, which saw growth of 3.2%. France and Italy were also able to slightly expand their gross domestic product. Adjusted for number of working days, the German economy only grew moderately, by 1.4%. Major drivers here were above-average wage and salary increases, along with low inflation rates, significantly increasing the purchasing power of private households. Positive stimulus was also provided by the eurozone's demand for exports. Demand was weaker from outside the eurozone, especially China. Economic cooldown in China weakens growth in emerging markets of Asia and South America 2015 2.0% 2014 3.5% 2014 3.5% 2015 3.0% 2014 2.4% 2015 Consumer goods 3.4% 2014 Health and nutrition 2.5% 2.4% 2014 0.7% 2015 Energy and 3.6% 2014 1.4% 2015 Transportation 2015 15.1 Price trends for crude oil (Brent blend) and naphtha ($/barrel, $/metric ton) 1,200 Changes in scope of consolidation Total change in sales (6) (3,948) 1 387 4,280 6 (6) (6,339) 3 1,851 Change in % Change in million € Currencies Acquisitions Divestitures Prices Volumes Factors influencing sales of the BASF Group Sales volumes in 2015 rose slightly overall, mainly as a result of higher volumes in the Oil & Gas segment. Volumes were slightly down overall in the chemicals business. Sales prices fell in nearly all divisions, strongly affected by the sharp drop in raw material prices. We were able to raise volumes and prices in the Agricultural Solutions segment. Currency effects posi- tively influenced sales in all segments. Sales were reduced by the asset swap with Gazprom, through which contributions to the Oil & Gas segment from the gas trading and storage busi- ness in particular ceased as of the fourth quarter of 2015. Factors influencing sales 6,647 2012 (108) 0 (3,877) (5) EBITDA margin (3.6) 11,043 10,649 Income from operations before depreciation and amortization (EBITDA)1 (5.2) 74,326 70,449 Sales Change in % 7,077 2014 The BASF Group business year - Results of operations Management's Report 53 Sales and earnings (in million €) BASF Report 2015 Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. 1 - In the Performance Products segment, sales were up by 1%. Positive currency effects in all divisions were able to more than compensate for lower sales prices and weaker volumes. Income from operations before special items was 6% below the prior year's level because of higher fixed costs. These resulted from negative currency effects, the startup of new plants such as those in Camaçari, Brazil, and Freeport, Texas - and inventory reductions. Sales in the Chemicals segment declined by 14%, largely due to lower prices on account of decreased raw material costs, especially in the Petrochemicals division. Income from opera- tions before special items fell by 9% compared with the previ- ous year. This was primarily attributable to the declining TDI margins in the Monomers division as well as rising fixed costs from the startup of new production plants, such as in Camaçari, Brazil, and Chongqing, China. Sales and income from operations before special items in the segments 2015 $/t 2013 2014 110 120 130 140 $/bbl 2014 Crude oil © 2015: $52/bbl 2014: $99/bbl 2013 © 2015: $462/t 2014: $837/t 2012 Naphtha 2011 2010 200 300 400 500 600 700 800 900 1,000 1,100 100 90 80 70 6,739 2015 Income from operations before special items (in million €) 73,973 72,129 2013 2012 2015 70,449 2014 74,326 Sales (in million €) For more information on income from operations, see page 54 At €6,739 million, income from operations before special items was 8% below the level of the previous year. Major influ- ences here were the oil-price-related decline in sales from our oil and gas production as well as decreased earnings in Other, which was particularly the result of currency effects. Earnings increased slightly in the chemicals business¹ but fell slightly in the Agricultural Solutions segment. Sales decreased by €3,877 million to €70,449 million in 2015, largely on account of the significant drop in prices - especially in the Chemicals segment - in relation to oil price develop- ments. In addition, the asset swap with Gazprom completed at the end of September particularly contributed to the decline. This transaction meant the discontinuation of contributions to the Oil & Gas segment mainly from the natural gas trading and storage business as of the fourth quarter of 2015. We could only partly compensate for this through sales increases in the other three segments. 7,357 ■ Sales decline by 5% to €70,449 million At €6,739 million, income from operations before special items 8% below prior-year level The market environment continued to be volatile and challenging in 2015. Growth rates for the global economy, industrial production and the chemical industry all lagged considerably behind our expectations. The economic environment deteriorated in important emerging markets, especially China. The sharp drop in the price of oil led to falling prices for basic chemicals in particular. The dives- titures completed in 2015 also put a strain on both sales and income from operations (EBIT) before special items. Impairments in the Oil & Gas segment resulting from the reduced forecast for oil and gas prices led to considerably lower EBIT. In light of these factors, our overall business development remained behind our expectations. BASF Report 2015 Results of operations The BASF Group business year - Results of operations 52 Management's Report 2 As opposed to the prior year's reports, European gas prices on the spot market are reported here, as they are meanwhile more representative of the actual traded gas volumes than the previously referenced European gas import prices. According to the definition used previously, the price of European gas imports was $7.3 per mmBtu in 2015 (2014: $10.1 mmBtu). 2015 40 50 60 Sales and income from operations before special items Global labor and social standards The BASF Group business year - Economic environment We signed a new site agreement in Ludwigshafen, Germany the BASF Group's largest site - with employee representatives in 2015. It applies for all employees of BASF SE. Titled "Meeting the challenges of constant change together," the agreement addresses job security, flexibility and ensuring competitive ability. Employees on parental leave (including "partner months") Men Women 64.5% Returnees from parental leave (including "partner months") Our regional initiatives specifically address the needs of our employees at a local level. In South America, for example, we introduced the Equilibre program comprising a range of possi- bilities for flexible working hours. At our Work-Life Management employee center in Ludwigshafen ("LuMit"), there are numer- ous opportunities for exercise and health, employee assis- tance, and balancing career, family and personal life - such as the company childcare center, "LuKids." Around 600 employ- ees take advantage of these options each day. 1 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. 46 Management's Report Working at BASF BASF Report 2015 What we expect from our leaders ■ Leaders serve as role models ■ Diverse programs for leadership development Our leaders serve as role models in implementing our strategy in their day-to-day business. In this capacity, they contribute to BASF's business success. Our leadership culture is founded on BASF's strategic principles and values as well as on the standards of behavior set out by our globally uniform Code of Conduct. Our global Competence Model forms the basis of our employee and leadership development. All new leaders take part in the module-based New Leader Program, which supports them in taking on a leadership role. In addition, we offer global, regional and local programs for leaders on all levels. These are geared toward strengthening our leaders' competencies and offer opportunities for net- working and learning from one another. Coaching is furthermore an important measure for personal development and the promotion of talent. Leaders play a central role here as internal trainers or mentors. Leadership responsibility in the BASF Group Professionals¹ (Senior) executives² December 31, 2015 35,797 9,273 89.1% 10.9% In Germany, BASF is putting into practice the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector. In accordance with these legal requirements, the Board of Executive Directors determined target figures for the proportion of women in the two leader- ship levels below the Board of Executive Directors of BASF SE: 9.4% for the leadership level directly below the Board, and 11.8% for the level below that. This corresponds to the status at the time these target figures were determined. Target figures were likewise defined for German Group companies subject to co-determination. The deadline for achieving these goals has been set for December 31, 2016. After that, the company will review the numbers and subsequently decide on new target figures. 623 For more information, see basf.com/employeerepresentation BASF Report 2015 Management's Report Working at BASF 45 Inclusion of diversity Promoting diversity as part of company culture First global goals for increasing percentage of women in leadership positions We want to utilize diversity for the development of our business. That is why promoting diversity is one of the mainstays of our corporate culture. The strong global character of our markets translates into different customer requirements. We want to reflect this diversity in our workforce in order to even better understand the needs of our customers. The aim is to increase our teams' performance and power of innovation, and boost creativity, motivation and identification with the company. We are therefore further promoting the appreciation and inclusion of diversity. Leaders play an important role here. We support them in strengthening diversity and making the best possible use of it in day-to-day business. For example, specific goals and measures are being developed for such topics as recog- nizing and developing different kinds of talent. For the first time, BASF set itself global goals in 2015 for increasing the percentage of women in leadership positions. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 19.5% at the end of 2015 (2014: 19.1%). We aim to increase this figure to 22-24% worldwide by 2021, so that the proportion of women in leadership reflects that of women in the global company workforce. Considering the relatively low rate of turnover in the BASF Group's leader- ship team, this is an ambitious goal. 2021 Goal Thereof women % 29.0 Proportion of women in leadership positions with disciplinary responsibility Furthermore, BASF wants to continue increasing the global percentage of senior executives' that come from countries other than Germany. This figure was at 35.6% by the end of 2015. Moreover, we intend to maintain the proportion of senior executives with international experience at over 80%. We exceeded this figure by the end of 2015, reaching 82.9%. With these goals, we continue to drive our globally integrated approach to promoting diversity and leadership development. For more information, see basf.com/diversity For more on diversity in the Board of Executive Directors and the Supervisory Board, see page 132 Worldwide offers help combine career, family and private life Our identity as an employer includes our belief in enabling our employees to better combine their work, family and private lives. Through various offers and opportunities, we create working conditions that give fair consideration to our employ- ees' individual needs. We want to strengthen employee identi- fication with the company and bolster our position as an attractive employer in the competition for qualified personnel. Our offer includes flexible working hours, part-time employment and mobile working. In 2015, a total of 11.7% of BASF SE employees held part-time positions, of which 68.5% were women. Numerous BASF SE employees also made use of parental leave, including more and more fathers. Combining career, family and private life (Total BASF SE employees: 35,972, thereof 21.4% women, as of December 31, 2015) 1,264 35.5% 22-24% 1 Specialists without disciplinary leadership responsibilities Work-life balance Global Employee Survey 658 560 17.5 9,982 9,224 8.2 BASF Report 2015 Management's Report 47 Working at BASF Employees participate in company's success ■ Return on assets determines variable compensation BASF share program "plus" fosters employees' long-term participation in company ■ With variable compensation components, employees partici- pate in the company's success and are rewarded for their individual performance. The same principles basically apply for all employees. The amount of the variable component is deter- mined by the success of the company measured by the return on assets of the BASF Group - and the employee's individual performance. Individual performance is assessed using a globally consistent performance management approach. The annual bonus for the 2015 business year is not as high as in 2014 due to the lower return on assets. In numerous Group companies, employees are offered the chance to purchase shares. The BASF share program "plus" sponsors the long-term participation of our employees in the company through incentive shares: By investing a portion of their compensation in BASF shares, they take part in the long- term development of BASF. BASF offers its executives the opportunity to participate in a share-price-based compensation program. This long-term incentive (LTI) program ties a portion of their compensation to the long-term performance of BASF shares. In 2015, 93% of the approximately 1,200 eligible executives worldwide partici- pated in the LTI program, investing up to 30% of their variable compensation in BASF shares. For more information, see the Notes to the Consolidated Financial Statements from page 218 onward Dialog with employee representatives Open dialog with employee representatives is an important component of our corporate culture. If restructuring leads to staff downsizing, we work with employee representatives to develop socially responsible implementation measures. This is done in accordance with the respective legal regulations and the agreements reached. For cross-border matters, the BASF Europa Betriebsrat (European Works Council) has been responsible for employees in Europe since 2008. 2 Employees with disciplinary leadership responsibilities - 10.6 1,844 - Change in % 7.6 19.5 ■ Worldwide survey conducted for the third time 2,039 The Global Employee Survey, including its follow-up process, has been an established tool throughout the BASF Group since 2008. We conducted it for the third time in 2015. This time, the survey's design was even more closely aligned with the corporate strategy. Overall, 74% of employees in around 80 countries took part in the survey. Good results were especially returned with regard to team collaboration, occupa- tional safety, and satisfaction with BASF as an employer. In some cases, employees saw room for improvement when it came to supporting individual development, recognizing per- formance, and communicating change. The results of the survey were presented to the Board of Executive Directors and the Supervisory Board. Employees and leaders subsequently discussed the results together and are developing necessary measures for improvement. The next Global Employee Survey is planned for 2018. Compensation and benefits ■ Compensation based on employee's position and individual performance as well as company's success Pay generally comprises fixed and variable components plus benefits In addition to market-oriented compensation, BASF's total offer also comprises benefits, individual opportunities for development and a good working environment. Our employ- ees' pay is based on global compensation principles. These take into account an employee's position and individual perfor- mance as well as the company's success. Analyses of the Ludwigshafen site have shown that, for contracts exempt from collective agreements, there are no systematic differences in pay between men and women, provided the positions and qualifications are comparable. As a rule, compensation is comprised of fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these include company pension benefits, supplementary health insurance, and share programs. On the occasion of the company's 150th anniversary, BASF Group employees worldwide received an anniversary bonus of around €100 million in total. ■ For more information, see the Notes to the Consolidated Financial Statements on page 189 BASF Group personnel expenses (in million €) Wages and salaries 7,380 Social security contributions and expenses for pensions and assistance Thereof for pension benefits Total personnel expenses 2015 7,943 In 2015, the BASF Group spent €9,982 million on wages and salaries, social security contributions and expenses for pensions and assistance (2014: €9,224 million). Personnel expenses therefore rose by 8.2%, particularly owing to cur- rency effects. Higher salaries and wages, in addition to expen- ses for the anniversary bonus and the long-term incentive (LTI) program, also contributed to the increase. 2014 BASF Report 2015 Statement of cash flows ■ Cash provided by operating activities and free cash flow significantly exceed prior-year levels At €9,446 million, cash provided by operating activities in 2015 was €2,488 million above the level of the previous year. This was largely attributable to a decrease in the amount of capital tied down in net working capital as a result of reduced inventories and other operating receivables. The line item "miscellaneous items" particularly contained the transfer of gains from the asset swap with Gazprom into cash used in investing activities. In the previous year, this item had primarily included the reclassification of gains from the disposal of our 50% share in Styrolution Holding GmbH. Cash used in investing activities amounted to minus €5,235 million in 2015 compared with minus €4,496 million in 2014. Payments for property, plant and equipment and intan- gible assets were at €5,812 million, surpassing both the prior year's level (€5,296 million) and the level of depreciation and amortization (€4,448 million). For more on investments and acquisitions, see page 39 onward Cash inflow of €141 million from financial investments and other items in 2015 was primarily attributable to the decrease in other financial receivables. In 2014, the disposal of financial assets, other financial receivables, and miscellaneous items had led to €427 million in payments received. Cash used in financing activities amounted to minus €3,673 million in 2015, compared with minus €2,478 million in the previous year. The contribution from minority interests to a capital increase in one Group company was primarily responsi- ble for cash inflow of €66 million in 2015. Cash outflow from the change in financial indebtedness amounted to €933 million. This was largely from the scheduled repayment of two bonds; the expansion of BASF SE's U.S. dollar commercial paper program had a countering effect. In 2015, dividends of €2,572 million were paid to shareholders of BASF SE and €234 million to minority interests. In total, cash and cash equivalents increased by €523 million compared with the previous year, amounting to €2,241 million as of December 31, 2015. The BASF Group business year - Financial position Cash flow (in billion €) Free cash flow rose by €1,972 million to €3,634 million in 2015 on account of higher cash provided by operating activities. Acquisitions and divestitures in 2015 resulted in net pay- ments received of €436 million (2014: €373 million). 60 Management's Report 303 Our interest risk management generally pursues the goal of reducing interest expenses for the Group and minimizing interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected capital market liabilities from fixed interest to variable rate or vice versa. To minimize risks and exploit internal optimization potential within the Group, we bundle the financing, financial invest- ments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally by means of derivative financial instruments in the market. For more on the financing tools used, see the Notes to the Consolidated Financial Statements from page 210 onward Off-balance-sheet financing tools, such as leasing, are of minor importance to us. BASF Group's most important finan- cial contracts contain no side agreements with regard to specific financial ratios (financial covenants) or compliance with a specific rating (rating trigger). We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile and diverse range of investors, and to optimize our debt capital financing conditions. BASF has good credit ratings, especially in comparison with competitors in the chemical industry. Rating agency Moody's last confirmed their rating of "A1/P-1/outlook stable" on November 4, 2015. Standard & Poor's adjusted the outlook of their "A+/A-1" rating to "negative" on April 10, 2015. This was primarily because of an increase in pension provisions as a result of lower capital market interest rates. 2021 and beyond 5,231 2020 2,099 2019 1,865 2018 10 1,625 59 8 Miscellaneous items¹ 4 2017 4,448 5,155 3,987 2014 2015 Cash used in investing activities Financial investments and other items Acquisitions/divestitures Payments for property, plant and equipment and intangible assets Cash provided by operating activities Depreciation and amortization of intangible assets, property, plant and equipment, and financial assets Changes in net working capital' Net income Statement of cash flows (in million €) 3 Cash provided by operating activities less payments made for property, plant and equipment and intangible assets 2 Including investments to the extent that they already had an effect on cash 1 The figures for the 2011 business year were not restated according to the new accounting and reporting standards IFRS 10 and 11. - ■Payments made for property, plant and equipment and intangible assets² Free cash flow³ 2015 ■Cash provided by operating activities 2014 2013 # 2012 2011 0 2TTYH 封 6 4,074 Equity and liabilities 2 For more on the composition and development of individual equity and liability items in the balance sheet, see the Notes to the Consolidated Financial Statements from page 198 onward Financial indebtedness decreased overall by €187 million to €15,197 million. The average maturity of our financial indebtedness was 5.2 years (2014: 5.7 years). Net debt fell by €710 million to €12,956 million. addition, short-term provisions fell by €304 million. Short-term financial indebtedness rose by €529 million, largely on account of the €1,590 million year-on-year increase in outstanding U.S. dollar commercial paper as of December 31, 2015, as well as the previously mentioned reclassification of bonds. Contrast- ing this was the scheduled repayment of two bonds with a nominal value of €2 billion and CHF 200 million in 2015. Tax liabilities remained at the prior-year level. Current liabilities fell by €1,657 million to €14,236 million, predominantly due to the €841 million decline in trade accounts payable and a €1,044 million decline in other liabilities, both of which mainly resulted from the asset swap with Gazprom. In Compared with the end of 2014, noncurrent liabilities declined by €2,216 million to €25,055 million. All line items contributed to this development. Provisions for pensions and similar obligations were reduced by €1 billion, predominantly as a result of the decline in the projected pension increase and higher discount rates. Long-term financial indebtedness fell by €716 million due to the reclassification into short-term financial indebtedness of three bonds due in 2016 with a nominal value totaling €900 million. Other liabilities declined by €328 million, other provisions by €133 million and deferred taxes by €39 million. Equity grew by €3,350 million to €31,545 million compared with the previous year. Retained earnings increased by €1,343 million to €30,120 million. Other comprehensive income rose by €1,961 million to minus €3,521 million, primar- ily because of currency translation effects and the remeasure- ment of defined benefit plans. The equity ratio was 44.5% (2014: 39.5%). Net debt shrinks slightly ■ ■ Equity ratio rises from 39.5% to 44.5% 3,455 100.0 71,359 100.0 70,836 For more on the development of the balance sheet, see the Ten-Year Summary on page 236 22.3 20.1 14,236 5.0 3,564 3.6 2,520 5.0 3,545 5.7 4,074 1.5 1,079 1.5 1,082 15,893 2016 Net debt (in million €) Dec. 31, 2015 2,241 234 2,852 1,714 USD commercial paper Other €15,197 million 3 7,635 Eurobonds 2,996 Bank loans 1 1 4 Financing instruments (in million €) Cash and cash equivalents Financial indebtedness Net debt These credit lines were not used at any point in 2015. Our external financing is therefore largely independent of short- term fluctuations in the credit markets. Maturities of financial indebtedness (in million €) We strive to maintain at least a solid "A" rating, which allows us unrestricted access to money and capital markets. Our financing measures are aligned with our operative business planning as well as the company's strategic direction and also ensure the financial flexibility to take advantage of strategic options. Our financing policy is aimed at ensuring our solvency at all times, limiting the risks associated with financing and optimiz- ing our cost of capital. We preferably meet our financing needs on international capital markets. - "A" ratings confirmed Financing principles remain unchanged ■ Financing policy and credit ratings Management's Report The BASF Group business year - Financial position BASF Report 2015 13,666 12,956 1,718 15,384 15,197 Dec. 31, 2014 For short-term financing, we use BASF SE's U.S. dollar com- mercial paper program, which has an issuing volume of up to $12.5 billion. On December 31, 2015, $1,869 million worth of commercial paper was outstanding under this program. Firmly committed, syndicated credit lines of €6 billion serve to cover the repayment of outstanding commercial paper, and can also be used for general company purposes. 1,347 2015 (336) Segment overview (in million €) 7,357 6,739 11,043 10,649 74,326 70,449 (566) (888) (2) (866) 3,609 2,790 Other¹ Income from operations 1,795 2,626 2,587 15,145 12,998 Oil & Gas 1,109 1,090 1,297 1,321 5,446 5,820 Agricultural Solutions 1,197 1,649 1,366 1,678 (EBIT) Investments² 1,108 1,083 Agricultural Solutions 650 854 12,987 13,341 1,150 1,607 Functional Materials & Solutions 849 964 14,502 14,232 Assets 1,417 Performance Products 2,085 1,859 12,498 12,823 2.396 2,131 Chemicals 2014 2015 2014 2015 2014 2015 1,340 (623) 2,228 18,523 2,241 Cash and cash equivalents at the end of the year 1,734 1,703 Cash and cash equivalents at the beginning of the year and other changes (16) 538 Net changes in cash and cash equivalents (2,478) (3,673) (2,766) (2,806) 288 (933) 1,718 66 Dividends Changes in financial liabilities Capital increases/repayments, share repurchases (4,496) (5,235) 427 141 373 436 (5,296) (5,812) 6,958 9,446 (1,029) Cash used in financing activities 17,725 1 The figures for the 2014 business year were restated. For more information, see the Notes to the Consolidated Financial Statements on page 162. Business review by segment Functional Materials & Solutions 1,455 1,366 2,232 2,289 15,433 15,648 Performance Products 2,367 2,156 3,212 3,090 16,968 14,670 BASF Report 2015 Chemicals 2015 2014 2015 2014 4.0 before special items Income from operations (EBIT) (EBITDA) depreciation and amortization Sales Income from operations before The BASF Group business year - Business review by segment Management's Report 61 Segment overview (in million €) 2014 2,844 44.5 2,540 For information on our expectations for 2016, see page 124 onward We invested a total of €5.2 billion¹ in property, plant and equipment in 2015, exceeding the forecasted amount of around €4.0 billion. This higher level of investment is partly attributable to currency effects and to expenditures on non- BASF-operated field development projects in the Oil & Gas segment. Sales in Other decreased considerably, as predicted. Contrary to our expectations, income from operations before special items declined considerably, owing to a lower currency result not allocated to the segments. We had anticipated a slight sales decline in the Oil & Gas segment. Our 2015 planning had not included the asset swap with Gazprom. The completion of the asset swap at the end of September 2015 resulted in the discontinuation of contribu- tions mainly from the natural gas trading and storage business as of the fourth quarter of 2015, which is usually a seasonally strong quarter. Sales therefore fell considerably. The consider- ably lower level of income from operations before special items conforms to our expectations. Sales in the Agricultural Solutions segment grew consid- erably, in line with our expectations. With income from opera- tions before special items slightly below 2014 levels, we did not achieve our ambitious aim of considerable improvement. Dampened demand and higher fixed costs from decreased plant capacity utilization and simultaneous inventory reductions had a more negative impact on our business than expected. In the Functional Materials & Solutions segment, we raised sales by 5%, which was just below the considerable growth we had predicted. Higher demand, primarily from the automo- tive industry, was unable to offset lower sales in precious metal trading. Weighed down by the price of oil, prices in the Performance Materials division also put a strain on sales. We achieved a considerable increase in income from operations before special items, as planned. Sales grew slightly in the Performance Products seg- ment, and thus somewhat below our expectations. With posi- tive currency effects and lower sales prices, volumes declined slightly, contrary to our assumptions. Contributing factors here included intense competition in the pigments business; the significant, oil-price-related decrease in demand for oilfield chemicals; and the sale of parts of our pharmaceutical ingredi- ents and services business as well as of our textile chemicals business. The considerable rise expected in income from operations before special items could not be achieved; we posted a slight decline. Earnings were particularly below our expectations in the Care Chemicals and Nutrition & Health divisions. Declining considerably rather than slightly, sales in the Chemicals segment lagged behind our expectations. This was largely the result of an even lower level of oil and gas prices than we had assumed, which led to a sharp drop in prices in some business areas. Income from operations before special items was slightly below prior-year levels, as predicted. For 2015, we had anticipated a slight increase in sales and posted a slight decline. This was predominantly an effect of the sharp drop in oil prices as well as the divestiture of the gas trading and storage business at the end of September 2015. We were able to raise our sales volumes excluding the effects of acquisitions and divestitures, as predicted. Income from operations before special items did not match the previous year's level as expected, but rather decreased slightly. It was especially down in the Performance Products segment, although earnings in the Agricultural Solutions segment and in Other were also weaker than anticipated. The impairments in the Oil & Gas segment made necessary by our reduced oil and gas price forecast particularly contributed to a significant - and therefore unexpectedly sharp - decline in income from opera- tions. The considerably lower EBIT after cost of capital corre- sponds to our forecast. Actual development compared with outlook for 2015 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). slight decline slight decline considerable decline considerable decline slight decline considerable increase slight decline 2015 actual at prior-year level slight decline considerable increase considerable increase considerable increase considerable decline slight decline 2015 forecast before special items Income from operations (EBIT) slight decline considerable decline slight increase BASF Group Other Oil & Gas slight increase slight increase considerable increase considerable decline considerable decline slight decline considerable increase considerable increase Agricultural Solutions Functional Materials & Solutions 1 Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments BASF Report 2015 Net assets Assets 1,791 Deferred taxes 0.8 540 0.7 526 Other financial assets 4.5 3,245 6.3 4,436 Investments accounted for using the equity method 32.9 23,496 considerable increase 35.7 Property, plant and equipment 18.2 12,967 17.7 12,537 Intangible assets % million € % million € December 31, 2014 December 31, 2015 The BASF Group business year - Net assets Management's Report 57 25,260 Performance Products slight decline 2015 actual considerable decline 647 801 Amortization of intangible assets (466) 468 7,203 5,548 2014 2015 Special items Income before taxes and minority interests Adjusted earnings per share (in million €) By eliminating special items and the amortization of intangible assets, adjusted earnings per share serves as a more suitable ratio for long-term comparability and predicting the company's future profitability. In 2015, adjusted earnings per share amounted to €5.00 compared with €5.44 in the previous year. ■ At €5.00, adjusted earnings per share down by €0.44 Amortization of intangible assets contained in special items Adjusted earnings per share Net income amounted to €3,987 million, below the previ- ous year's level of €5,155 million. Earnings per share dipped from €5.61 to €4.34. Income before minority interests declined from €5,492 mil- lion to €4,301 million. Minority interests amounted to €314 mil- lion, compared with €337 million in 2014. Income taxes were reduced from €1,711 million in 2014 to €1,247 million in 2015. The tax rate fell from 23.8% to 22.5%, predominantly due to lower earnings contributions in countries with higher tax rates, especially Norway, as compared with the prior year. Earnings before taxes decreased by €1,655 million in 2015 to €5,548 million. Return on assets¹ amounted to 8.7%, com- pared with 11.7% in the previous year. Other financial result declined from minus €197 million in the previous year to minus €284 million in 2015. The main reason for this was a higher net interest expense from under- funded pension plans and similar obligations, in addition to a higher level of other financial expenses resulting primarily from hedging expenses. The interest result improved from minus €504 million in 2014 to minus €425 million, largely due to lower interest expenses from financial indebtedness as a result of more favorable refinancing conditions. Income from shareholdings decreased from €278 million in 2014 to €9 million. The previous year had contained special income of €220 million from the disposal of our shares in VNG - Verbundnetz Gas AG. The financial result fell to minus €700 million in 2015, com- pared with minus €423 million in the previous year. ■ Earnings per share declines from €5.61 to €4.34 ■ Financial result and net income considerably down year-on-year Financial result and net income The BASF Group business year - Results of operations Management's Report 55 BASF Report 2015 For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 183 onward For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 186 onward 2.5 (200) Adjusted income before taxes 2015 forecast Sales Chemicals BASF Report 2015 Forecast/actual comparison¹ The BASF Group business year - Results of operations 56 Management's Report 1 Return on assets is calculated as income before taxes and minority interests plus interest expenses as a percentage of average assets. For more information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 182 Adjusted income before taxes and minority interests, adjusted net income and adjusted earnings per share are key ratios that are not defined under International Financial Reporting Stan- dards (IFRS). They should therefore be viewed as supplemen- tary information. 918,479 5.44 918,479 5.00 (€) (in thousands) (55) of outstanding shares Adjusted earnings per share Adjusted minority interests Adjusted net income 4,999 4,589 (357) (312) 5,356 4,901 Adjusted income before minority interests (1,973) (1,716) Adjusted income taxes 7,329 6,617 and minority interests Weighted average number 3.6 2,193 Other receivables and miscellaneous assets 3,369 Other provisions 10.2 7,313 8.9 6,313 Provisions for pensions and similar obligations 39.5 28,195 8,435 31,545 0.8 581 0.9 629 (7.7) (5,482) (5.0) (3,521) 40.3 28,777 42.5 30,120 6.1 4,319 6.1 4,317 % million € 4.8 3,502 4.9 Deferred taxes 6.8 4,861 5.7 4,020 Total equity and liabilities Current liabilities Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade 38.2 27,271 35.4 % 25,055 1,197 1.2 869 16.6 11,839 15.7 11,123 Noncurrent liabilities Other liabilities Financial indebtedness 4.8 3,420 4.8 3,381 1.7 million € December 31, 2014 December 31, 2015 1,718 3.2 2,241 Cash and cash equivalents 19 21 Marketable securities 5.6 4,032 3,095 Other receivables and miscellaneous assets 14.6 10,385 13.4 2.4 9,516 15.8 11,266 13.7 9,693 Inventories 61.6 43,939 65.3 46,270 Noncurrent assets 2.1 1,498 2.4 1,720 Accounts receivable, trade 3.1 Current assets 24,566 BASF Report 2015 Equity Minority interests Other comprehensive income Retained earnings Paid-in capital Equity and liabilities Financial position The BASF Group business year - Financial position 58 Management's Report For more on the composition and development of individual asset items in the balance sheet, see the Notes to the Consolidated Financial Statements from page 189 onward At €2,241 million, cash and cash equivalents were €523 million above the level of December 31, 2014. The value of current assets declined by €2,854 million to €24,566 million. In addition to the asset swap with Gazprom, this was largely attributable to the reduction of inventories as well as other receivables and miscellaneous assets. Other noncurrent receivables and miscellaneous assets were up by €222 million to €1,720 million year-on-year. This was mainly due to the increase in the positive fair value of derivatives. Total assets The value of other financial assets fell by €14 million to €526 million in 2015, while deferred tax assets declined from €2,193 million to €1,791 million. The value of property, plant and equipment grew by €1,764 million to €25,260 million. At €5,742 million, additions considerably exceeded depreciation of €3,600 million. Invest- ments amounted to €5,651 million in 2015 and primarily con- cerned the construction of an integrated TDI complex in Ludwigshafen, Germany; an aroma ingredients plant in Kuan- tan, Malaysia; an acrylic acid and superabsorbent production complex in Camaçari, Brazil; and field development projects in Argentina, Norway and Russia. Currency effects additionally increased the value of property, plant and equipment. Dispos- als were mainly attributable to the asset swap with Gazprom. Noncurrent assets grew by €2,331 million to €46,270 mil- lion. The €430 million decline in intangible assets resulted especially from amortization and impairments as well as from the asset swap with Gazprom. Currency effects particularly contrasted this development. Amounting to €70,836 million, the level of total assets was €523 million below that of the previous year. ■ ■ ■ Total assets slightly below prior-year level Noncurrent assets rise, mostly through investments Current assets decline, mainly due to asset swap with Gazprom Assets 100.0 71,359 100.0 70,836 38.4 27,420 34.7 Investments accounted for using the equity method increased by €1,191 million to €4,436 million. This rise was primarily attributable to the asset swap with Gazprom, where BASF acquired shares in blocks IV and V of the Achimov formation of the Urengoy natural gas and condensate field in western Sibe- ria, and through which Wintershall Noordzee B.V. was reclas- sified to an investment accounted for using the equity method. 7,857 4.4 391 (2%) 2015 Prices (17%) 2014 2,156 2,367 Portfolio (2%) Currencies 7% Sales (14%) Change: minus €211 million 63 64 Management's Report The BASF Group business year Chemicals BASF Report 2015 How we create value - an example Volumes Sulfuric acid for the electronics industry Ultrapure cleaning chemical for microchip production Income from operations before special items (in million €) -27% 2% Intermediates €2,849 million Percentage of sales: 19% Change: -4% Factors influencing sales Monomers €6,093 million Percentage of sales: 42% 2015: €14,670 million Change: -14% 2014: €16,968 million Petrochemicals €5,728 million Change: Percentage of sales: 39% Value for BASF Expected annual sales growth for this application through 2025 2015 4th quarter 3rd quarter 2nd quarter 1st quarter Income from operations (EBIT) 1,2 (in million €) 1,459 1,023 1,774 1,603 (28) (114) (7) (98) 347 127 436 371 123 2014 2015 2014 2015 8% As a cleaning chemical, sulfuric acid plays a critical role in the electronics industry when it comes to producing microchips. The product's increased purity reduces deposits to the point that very fine structures can be created. Our sulfuric acid provides a level of purity 20 times higher than existing standards. We expect annual sales growth in this application of 8% through 2025. Value for our customers Greater speed in computer chips 7-fold Semiconductor manufacturing companies are constantly competing to develop even higher-performance computer chips for electronic devices. BASF's sulfuric acid is so ultra- pure that, for the first time, our customers can produce surface patterns on a 10-nanometer scale - that is, 10,000 times thinner than a human hair. This allows for chips that are 7 times faster and 2.5 times more energy efficient than today's usual 22-nanometer scale. Strategy ■ Integrated production facilities form core of Verbund ■Technology and cost leadership provide most important competitive edge Change: With our production facilities, we form the core of the Verbund structure and supply BASF's segments with basic chemicals for the production of downstream products. We add value with innovations in processes and production, and invest in future markets to ensure the growth of the entire BASF Verbund. As a reliable supplier, we market our products to customers in downstream industries. We continually improve our value chains and are expanding our market position particularly outside Europe - with new processes and techno- logies, as well as through investments and collaborations in future markets. We invest in research and development in order to develop new technologies and to make our existing technologies even more efficient. Cost leadership and a clear orientation along individual value chains are among our most important competi- tive advantages. We concentrate on the critical success factors of the classical chemicals business: making use of economies of scale, the advantages of our Verbund, high capacity utilization, continuous optimization of access to raw materials, lean processes, and reliable, cost-effective logistics. Furthermore, we are constantly improving our global production structures and aligning these with regional market requirements. 536 548 600 726 Chemicals 2014 2015 2014 - 144 Sales Intermediates (83) (340) (72) (27) (135) 445 1,995 2,221 2,039 1,933 1,889 1,742 325 1,730 EBIT before special items by segment (in million €) Chemicals 2,156 EBIT before special items BASF Group by quarter1,2 (in million €) (211) 1st quarter 2015 2,070 (695) 158 402 177 Agricultural Solutions 573 510 365 433 6 43 139 122 Oil & Gas 436 597 430 499 643 434 (437) Other³ Performance Products 1,366 Functional Materials & Solutions 1,649 1,090 Oil & Gas 1,366 Other³ (888) 4th quarter 2015 2014 2,112 2,043 2,012 1,603 2014 1,774 1,023 2014 1,459 1 Quarterly results not audited. 2 The figures for the first three quarters of 2014 were adjusted after the dissolution of the natural gas trading business disposal group at the end of 2014. For more information, see the "Restated Figures 2013 and 2014" flyer available at basf.com/publications. 3 Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 179 onward. BASF Report 2015 Chemicals Management's Report The BASF Group business year - Chemicals - The Chemicals segment consists of the Petrochemicals, Monomers and Intermediates divisions. In our integrated production facilities – our Verbund – we produce a broad range of basic chemicals and intermediates in Europe, Asia, North America and South America for our external and internal customers. Divisions Petrochemicals Broad range of basic products and specialties for sectors such as the chemical and plastics industries Monomers Isocyanates and polyamides as well as inorganic basic products and specialties for various branches, such as the plastics, automotive, construction and electronics industries 631 615 226 645 2nd quarter 2015 2014 Agricultural Solutions 366 311 366 351 411 311 Most comprehensive inter- mediates portfolio in the world, including precursors for coatings, plastics, textile fibers and crop protection products 464 183 166 366 315 454 368 414 491 Performance Products Functional Materials & Solutions 43 3rd quarter 2015 220 4,398 3,866 Chemicals 2014 2015 2014 2015 2014 2015 2014 2015 4th quarter 3rd quarter 2nd quarter 1st quarter BASF Report 2015 Sales¹² (in million €) The BASF Group business year - Business review by segment 62 Management's Report 3,975 Other 4,298 4,201 4,506 4,527 4,517 4,518 4,916 4,236 4,584 Functional Materials & Solutions 3,718 3,627 3,919 3,899 3,924 4,084 3,872 4,038 Performance Products 4,071 3,189 3,640 Oil & Gas 4% 19% 71,359 70,836 7,626 6,248 148 111 9,829 9,632 (133) (985) Other¹ 3,162 1,823 13,686 12,373 1,688 1,072 7 Oil & Gas 6,013 7,285 1 Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 179 onward. 2 Additions to property, plant and equipment (thereof from acquisitions: €91 million in 2015 and €1,001 million in 2014) and intangible assets (thereof from acquisitions: €136 million in 2015 and €732 million in 2014). Contributions to total sales by segment (8%) 24% 12% Agricultural Solutions 21% Functional Materials & Solutions Performance Products 29% Chemicals 4,444 Contributions to EBITDA by segment Oil & Gas 8% Agricultural Solutions 26% Functional Materials & Solutions 22% Performance Products 21% Chemicals Other Agricultural Solutions 22% 1,653 (203) (613) 546 431 466 437 433 365 510 574 Other³ Oil & Gas Agricultural Solutions 356 458 311 431 Functional Materials & Solutions 435 (63) (328) 2,070 2,043 389 310 1,898 371 580 217 228 376 319 249 304 616 2015 nnnn 2014 4th quarter 2014 2015 3rd quarter 2014 2,012 633 427 2,112 570 855 757 1,077 688 Other³ 4,005 731 3,606 3,194 685 3,668 4,993 Oil & Gas 1,109 1,167 1,018 1,678 515 1,077 1,666 4,276 977 3,670 700 726 660 Performance Products Chemicals 2nd quarter 2015 2014 1st quarter Income from operations (EBIT) before special items 1,2 (in million €) 18,047 13,880 2015 548 20,067 19,512 19,078 18,455 601 17,424 18,312 2016 n/a 50,000 n/a 2016 750,000 100,000 2016 50,000 2015 2017 n/a 2016 300,000 2015 n/a 2015 12,000 2015 2015 2015 40,000 180,000 2015 30,000 400,000 Expansion: specialty amines plant 480,000 Construction: butanediol plant³ Construction: PolyTHFⓇ plant n/a Korla, China Kuantan, Malaysia Construction: 2-ethylhexanoic acid plant Ludwigshafen, Germany Construction: TDI complex Replacement: nitric acid plants Maoming, China Nanjing, China Construction: isononanol plant4 Construction: neopentyl glycol plant4 Shanghai, China Construction: specialty amines plant Expansion: tert-Butylamine plant Construction: UltramidⓇ plant BASF Report 2015 Additional annual capacity through expansion (metric tons) Total annual capacity (metric tons) Startup 160,000 2015 240,000 2017 2015 (4) 16,000 2,799 2 5,300 6,135 (14) Sales including intersegmental transfers 19,970 23,103 (14) Income from operations before depreciation and amortization (EBITDA) 3,090 3,212 EBITDA margin % 21.1 18.9 Income from operations (EBIT) before special items 2,156 2,367 (9) Income from operations (EBIT) 2,131 (11) Expansion: butanediol plant 2,396 2,849 6,000 (4) 6,093 2015 100,000 2015 1 Operated by an associated company with BASF Huntsman Shanghai Isocyanate Investment B.V., Shanghai Hua Yi (Group) Company, Shanghai ChlorAlkali Chemical Co. Ltd. and Sinopec Shanghai Gaoqiao Company 2 Operated by an associated company with Yara Freeport LLC 3 Operated by an associated company with Xinjiang Markor Chemical Industry Co. Ltd. 4 Each operated through joint venture with Sinopec BASF Report 2015 Segment data (in million €) Management's Report 67 The BASF Group business year - Chemicals 2015 2014 Change in % Sales to third parties Thereof Petrochemicals Monomers Intermediates Intersegmental transfers 14,670 16,968 (14) 5,728 7,832 (27) 6,337 Construction: formic acid plant Expansion: resins Construction: MDI plant Monomers Intermediates Products Basic products: ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols and acrylic monomers Specialties: special plasticizers such as HexamollⓇ DINCH®, special acrylates Basic products: isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Specialties: electronic chemicals, metal systems Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Specialties: specialty amines such as tert-Butylamine, gas scrubbing chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Customer industries and applications Use in BASF Verbund Chemical and plastics industry; detergent, automotive, packaging and textile industries; production of paints, coatings, and cosmetics as well as oilfield, construction and paper chemicals Use in BASF Verbund Industries such as plastics, electronics, lumber, furniture, packaging, textile, construction, and automotive Use in BASF Verbund Plastics, coatings and pharmaceutical industries, production of detergents and cleaners as well as crop protection products and textile fibers Production capacities for important products¹ Product Acrylic acid Alkylamines Ammonia Benzene Butadiene Butanediol equivalents Chlorine Ethanolamines and derivatives Petrochemicals Ethylene Division Products, customers and applications 600,000 Income from operations (EBIT) after cost of capital 40,000 >120,000 30,000 630,000 n/a 215,000 590,000 72 Management's Report The BASF Group business year - Performance Products BASF Report 2015 Capital expenditures Location Antwerp, Belgium Besigheim, Germany Camaçari, Brazil Cork, Ireland Kuantan, Malaysia Ludwigshafen, Germany Pasir Gudang, Malaysia Shanghai, China Theodore, Alabama Construction: polyisobutene Expansion: lubricants BASF Report 2015 Management's Report 65 The BASF Group business year - Chemicals Construction: ammonia plant² Ethylene oxide Isocyanates 545,000 1,900,000 360,000 205,000 1,495,000 820,000 1,070,000 300,000 150,000 2,610,000 675,000 920,000 760,000 66 Management's Report The BASF Group business year Chemicals Capital expenditures Location Camaçari, Brazil Caojing, China Chongqing, China Freeport, Texas Geismar, Louisiana Project Construction: acrylic acid complex Expansion: MDI plant¹ 1,445,000 Urea 3,480,000 385,000 Caustic soda Neopentyl glycol Oxo-C4 alcohols (calculated as butyraldehyde) Polyamide 6 and 6.6 Polyamide precursors PolyTHF® Propionic acid Propylene Propylene oxide Sulfuric acid Plasticizers Europe North America 1 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Sites Asia Pacific South America, Africa, Middle East Annual capacity (metric tons) 1,510,000 250,000 305,000 1,525,000 910,000 680,000 550,000 430,000 692 Formic acid (37) Income from operations before special items fell consider- ably due to higher fixed costs. Contributing factors included the startup of new plants as well as a lower level of capacity utilization than in the previous year, due in part to a reduction in inventories. Special charges were largely attributable to restructuring measures. A raw material bottleneck in the production of a range of Care Chemicals products reduced sales volumes. In a market environment that continues to be challenging, we were able to compensate for this development through volumes increases in other business areas, especially in Asia. Oleochemical sur- factants and fatty alcohols made the strongest contributions. In the Care Chemicals division, sales to third parties rose by €65 million to reach €4,900 million in 2015. This was largely the result of positive currency effects, especially in connection with the U.S. dollar. Prices declined, predominantly as a consequence of the decrease in raw material costs but also as a result of competitive pressure, especially in the hygiene business. Sales volumes matched the level of the previous year (volumes 0%, prices -5%, portfolio 0%, currencies 6%). ■ Earnings considerably down due to rise in fixed costs ■Currency-driven sales increase of €65 million to €4,900 million compared with 2014 Care Chemicals 4 Dispersions & Pigments - Sales by region (Location of customer) In the second quarter of 2015, we began operations at a superabsorbent production plant in Camaçari, Brazil. More- over, we invested in the modification of a new superabsorbent technology platform in Antwerp, Belgium, and in new capaci- ties for chelating agents in Theodore, Alabama. In January 2016, we combined our pigments activities into a new global business unit (GBU) based in Ludwigshafen, Germany. In the pigments business, an intense competitive environ- ment led to a significant decline in volumes. Sales volumes in the paper chemicals business integrated into our division since 2015 decreased in step with the development of the relevant market. Volumes developed positively in the dispersions busi- ness - especially in North America, due to new capacities in Freeport, Texas - and grew slightly overall. The startup of new plants since the fourth quarter of 2014 led to considerable sales growth for resins in all regions. We were also able to raise sales of additives in all regions. Sales to third parties in the Dispersions & Pigments division in 2015 rose year-on-year by €128 million to €4,629 million, mainly as a result of currency developments. Prices and volumes fell slightly (volumes -1%, prices -4%, portfolio 1%, currencies 7%). ■ Slight, margin-driven earnings improvement ■ Sales rise by €128 million to €4,629 million, boosted mainly by positive currency effects Dispersions & Pigments BASF Report 2015 The BASF Group business year - Performance Products 74 Management's Report We slightly improved income from operations before spe- cial items compared with 2014 through higher margins. Fixed costs rose, especially because of new plant startups in Free- port, Texas, and Dahej, India. Special charges were above the level of the previous year, and were mostly related to restruc- turing measures. Care Chemicals - Sales by region (Location of customer) 4 1 South America, Africa, Middle East 1 €4,900 million 3 48% 25% North America 2 24% Asia Pacific €4,629 million Europe 1 28% North America 1 3 41% Europe -234 In a market environment that continues to be challenging, we expect sales in 2016 to match the prior-year levels, despite lower prices. We want to increase sales volumes in all divi- sions. Factors supporting this endeavor include new produc- tion capacities in the Dispersions & Pigments and Care Chemicals divisions. Income from operations before special items should rise slightly above 2015 levels, bolstered by strict cost discipline and measures to increase competitiveness in all divisions. 7% Texas - as well as inventory reductions. Income from opera- tions fell by €77 million to €1,340 million. Special charges were predominantly attributable to restructuring measures. By con- trast, special income arose mainly from the sale of our textile chemicals business, as well as parts of our pharmaceutical ingredients and services business. At €15,648 million, sales to third parties in the Performance Products segment in 2015 were €215 million above the level of the previous year. Positive currency effects in all divisions were able to more than compensate for lower sales prices and weaker volumes (volumes -1%, prices -4%, portfolio -1%, currencies 7%). Decreased volumes were mainly brought about by lower volumes of pigments and weak demand in the oilfield chemicals business in connection with the price of oil, as well as the unscheduled shutdown of a polyisobutene plant in Antwerp, Belgium. The market environment for paper chemicals remained difficult. Our prices were also negatively impacted by factors such as intense competition in the hygiene business and vitamin E, along with lower raw material costs. 1,366 Income from operations (EBIT) before special items 3 1 14.5 2,232 15,922 14.6 1,455 % 2,289 Income from operations before depreciation and amortization (EBITDA) 16,111 Sales including intersegmental transfers (5) 489 463 1 EBITDA margin (6) Income from operations (EBIT) 1,340 Performance Products 1 Since the dissolution of the Paper Chemicals division on January 1, 2015, we have been continuing its business in the Dispersions & Pigments and Performance Chemicals divisions. The 2014 figures for both divisions have been adjusted accordingly to ensure better comparability. 14 849 964 Additions to property, plant and equipment and intangible assets 4 369 383 Research expenses (2) 14,502 14,232 Assets (143) (305) Income from operations (EBIT) after cost of capital (5) 1,417 Income from operations before special items declined by €89 million to €1,366 million owing to higher fixed costs. These resulted from negative currency effects and the startup of new plants such as those in Camaçari, Brazil, and Freeport, 3 Asia Pacific 16% 4 Process chemicals for the extraction of oil, gas, metals and minerals, chemicals for enhanced oil recovery, water treatment chemicals, membrane technologies Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants Antioxidants, light stabilizers, pigments and flame retardants for plastic applications Excipients for the pharmaceutical industry and selected, high-volume active ingredients, such as ibuprofen and omega-3 fatty acids Flavors and fragrances, such as geraniol, citronellol, L-menthol and linalool Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers and omega-3 fatty acids Performance Chemicals Superabsorbents for baby diapers, adult incontinence products and feminine hygiene articles Auxiliaries for the production and treatment of leather and textiles Printing and packaging industry, adhesives industry, plastics processing industry, products for construction chemicals, raw materials for paints and coatings, paper industry, specialties for the electronics and other industries Cosmetics industry, hygiene industry, detergents and cleaners industry, agricultural industry and technical applications Solvents for crop protection product formulations and products for metal surface treatments Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, chelating agents, polymers, biocides and products for optical effects Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Polymer dispersions, pigments, resins, high-performance additives, formulation additives Products Care Chemicals Dispersions & Pigments Division Customer industries and applications Functional and process chemicals for the production of paper and cardboard, kaolin minerals Food and feed industries, flavor and fragrance industry and pharmaceutical industry Plastics processing industry, automotive industry, fuel and lubricant industry, oil and gas industry, mining industry, municipal and industrial water treatment, leather industry as well as paper industry and packaging made of paper 1,095 Annual capacity (metric tons) South America, Africa, Middle East Asia Pacific Sites All capacities are included at 100%, including plants belonging to joint operations and joint ventures. 1 North America Europe Superabsorbents Polyisobutene Organic pigments Nonionic surfactants Methane sulfonic acid Chelating agents Citral Anionic surfactants Product Production capacities of significant products¹ The BASF Group business year - Performance Products Management's Report 71 Products, customers and applications BASF Report 2015 How we create value - - an example The BASF Group business year - Performance Products BASF Report 2015 70 Management's Report 1% Sales minus €89 million 7% Currencies Change: (1%) Portfolio 1,455 2014 (4%) 2 2 11% South America, Africa, Middle East Natuphos® E 4,068 New generation of phytase enzymes with environmental and economical impact in animal nutrition Expected average annual 1 Assumption: annual feed production of 200,000 to 250,000 metric tons In January 2016, we combined our pigments activities into a new global business unit (GBU) based in Ludwigshafen, Germany. The plan is to transfer this business into separate legal entities. All employees in the pigments business are part of the new GBU. This reorganization allows for better adapta- tion to the challenges facing the pigment industry. We support our customers by serving as a reliable supplier with consistent product quality, a good value for money and lean processes. We pursue a different business model for standard products, such as vitamins or dispersions for paper coatings. Here, efficient production setups, backward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership are all essential. and strive for long-term partnerships, which create profitable growth opportunities for both sides. Industry-specific specialties make up a major part of our product range. These products create additional value for our customers, which allows them to stand out from the competi- tion. We develop new solutions together with our customers We take on the challenges arising from important future issues, especially population growth: scarce resources, environmental and climatic stressors, greater demand for food and the desire for better quality of life. In doing so, we focus on research and development and maintain close relationships to leading com- panies in our key customer industries. We position ourselves globally in order to reliably supply customers in all regions. We invest in the development of innovations that enable our prod- ucts and processes - as well as our customers' applications and processes - to make a contribution to sustainability: for example, enabling the more efficient use of resources. New structure for pigments business Global presence ensures reliable supply to customers in all regions ■ Tailor-made products that improve our customers' applications and processes Strategy Natuphos E allows our customers to use fewer inorganic sources of phosphate in their feed production. Each production site can therefore save an average of €1 million per year. Phytase-enriched feed also reduces the amount of phosphate excreted by pigs and poultry by 30%, which in turn benefits the environment. Through its elevated efficiency, Natuphos® E exceeds this figure by a third, significantly reducing phosphate pollution in soil and water. savings per production site In today's animal nutrition, the enzyme phytase helps non- ruminants such as pigs and poultry to ingest and absorb phosphorus, an essential mineral in feed plants. BASF's new phytase, NatuphosⓇ E, can release far more phosphorus for the animals from the plant than previous generations of the enzyme. With an average annual sales growth of more than 5% expected through 2018, NatuphosⓇ E is a growth driver for BASF's animal nutrition business. >5% €1 million Average annual Value for our customers and the environment sales growth per year through 2018 Value for BASF 4,121 Nutrition & Health 2,029 North America 2 3 1 42% Europe 1 4 19% Intermediates - Sales by region (Location of customer) Income from operations before special items rose slightly compared with the previous year, predominantly from volumes growth, an increased proportion of specialties in our product mix, and improved margins, especially for amines. This enabled us to more than compensate for overall higher fixed costs resulting from the greater number of scheduled plant turnarounds. Volumes growth was particularly observed in both the amines and polyalcohol businesses, as well as in specialties, primarily in North America and Asia. Competitive pressure from the startup of new capacities in the butanediol and deriv- atives business had a negative effect on sales. Sales to third parties in the Intermediates division rose by €50 million to €2,849 million year-on-year due to positive currency effects and higher sales volumes. Prices were lower than in the previous year as a result of significantly reduced raw material prices (volumes 3%, prices -9%, portfolio -1%, currencies 9%). ■ Sales up by €50 million to €2,849 million, driven by currency effects and higher volumes ■ Earnings slightly above prior-year level, due in part to improved margins Intermediates 1 4 (Location of customer) We concluded numerous investment projects in 2015, especially at BASF's Verbund sites: We started up a formic acid plant in Geismar, Louisiana, while new facilities began operations for special amines in Ludwigshafen, Germany, and in Nanjing, China. With our joint venture partner Sinopec, we completed the construction of a neopentyl glycol plant in Nanjing, China. €2,849 million 3 Asia Pacific 1 2 €6,093 million 6% South America, Africa, Middle East 29% Asia Pacific 23% North America 234 3 42% Europe 1 2 3% South America, Africa, Middle East 4 36% Monomers - Sales by region BASF Report 2015 In China, we began operations at the MDI complex in Chongqing and a polyamide-6 extrusion plant in Shanghai in 2015. The TDI production complex in Ludwigshafen, Germany, gradually began operations starting November 2015. Volumes growth for MDI and the polyamide-6 extrusion polymers was not fully able to offset the decline in the TDI business; sales volumes fell slightly as a result. Sales to third parties decreased in the Petrochemicals division by €2,104 million to €5,728 million in 2015, mostly because of a sharp drop in sales prices (volumes -4%, prices -25%, portfolio -4%, currencies 6%). This development was largely the result of the sharp decrease in raw material prices since the fourth quarter of 2014, especially for naphtha. Sales were furthermore diminished by the consequences of a production outage at the Ellba C.V. joint operation at the Moerdijk, Netherlands, site since June 2014 as well as the divestiture of our shares in the Singapore-based Ellba Eastern Private Ltd. joint operation at the end of 2014. In North America, higher prices for condensate led to reduced capacity utilization of the condensate splitter and therefore to lower sales volumes. Currency effects, however, were overall positive. Earnings slightly below prior-year level due to higher fixed costs, with improved margins Petrochemicals For 2016, we expect a slight decrease in sales. Higher sales volumes in the Monomers and Intermediates divisions from the startup of production plants will not be able to offset lower prices resulting from reduced raw material costs. We continue to anticipate intense competitive pressure, especially in the markets for MDI, TDI, acrylic acid and caprolactam. Income from operations before special items is likely to decline considerably. We expect higher fixed costs in the Monomers and Intermediates divisions due to plant startups and foresee margin declines, especially in the Petrochemicals division. Sales to third parties declined by €2,298 million to €14,670 million in the Chemicals segment in 2015. This was essentially due to lower prices on account of decreased raw material costs, especially in the Petrochemicals division (volumes -2%, prices -17%, portfolio -2%, currencies 7%). Sales were also reduced by the disposal of our share in the Singapore-based Ellba Eastern Private Ltd. joint operation. Income from operations before special items fell by €211 mil- lion to €2,156 million. This was primarily attributable to the declining TDI margins in the Monomers division as well as rising fixed costs from the startup of new production plants. Income from operations decreased by €265 million to €2,131 million. Special items had no material effect on earnings in 2015. Chemicals (11) 2,085 For steam cracker products as well as ethylene oxide and glycols, we saw good margin development in the first half of 2015 in both Europe and North America as a result of market scarcity. As the second half of the year progressed, margins weakened perceptibly as product availability on the market increased. In the industrial petrochemicals business, margins improved for solvents and plasticizers in Europe, and for sol- vents and acrylic monomers in North America. The startup of new plants led to higher fixed costs overall. As a result, income from operations before special items remained slightly below the high level of 2014, despite improved margins overall. 12 207 1,859 Additions to property, plant and equipment and intangible assets Research expenses 3 12,498 12,823 (2) Assets 185 68 Management's Report The BASF Group business year Chemicals BASF Report 2015 In 2015, sales to third parties in the Monomers division were down by €244 million to €6,093 million (volumes -1%, prices -10%, portfolio -1%, currencies 8%). This was predominantly a result of lower sales prices for polyamides and isocyanates due to lower raw material costs. The appreciation of curren- cies, especially the U.S. dollar, relative to the euro had a posi- tive effect on sales. ■ Significant earnings decline due to competitive pressure in TDI business as well as startup costs for new plants ■ Sales decrease by €244 million to €6,093 million due mainly to lower prices 2 €5,728 million 3 ཚོ།」 39% 51% Monomers South America, Africa, Middle East Asia Pacific North America -234 Europe 1 (Location of customer) Petrochemicals - Sales by region Our new acrylic acid complex in Camaçari, Brazil, began operations in the second quarter of 2015 with an annual capacity of 160,000 metric tons. In October, we started up an isononanol plant in a joint venture with Sinopec in Maoming, China, with a capacity of 180,000 metric tons a year. Income from operations before special items declined considerably, largely influenced by lower margins for TDI. This came especially from slower growth in China and intense competitive pressure through newly expanded capacities on the market. Earnings were additionally weighed down by startup costs for new production plants. Management's Report 69 The BASF Group business year - Performance Products ■ Sales down by €2,104 million to €5,728 million due to price declines The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Our solutions enhance the performance of industrial and consumer products worldwide. With our customized products, our customers can make their production processes more efficient and give their products improved application properties. 2015 2016 2015 2017 2017 2016 2016 2016 BASF Report 2015 2017 Construction: aroma chemicals 2015 Expansion: process chemicals for mining industry (LIX®) 2015 Construction: superabsorbents 2017 Expansion: bismuth vanadate pigments 2016 2016 Segment data (in million €) Management's Report 73 The BASF Group business year - Performance Products 1 Performance Products 1,998 4,835 4,900 3 4,501 4,629 1 15,433 Intersegmental transfers Performance Chemicals¹ Nutrition & Health Care Chemicals Thereof Dispersions & Pigments¹ Sales to third parties Change in % 2014 2015 Modification for new superabsorbent technology platform Startup 15,648 Construction: chelating agents Change: €15,648 million 2015: Percentage of sales: 13% €1,998 million -2% Change: Nutrition & Health Percentage of sales: 26% €4,121 million 1% Change: Sales Performance Chemicals Customized products for many sectors, from mining and the fuel industry to plastics processing Nutrition & Health Products for the food and feed industries, the flavor and fragrance industry and the pharmaceutical industry Divisions Project Care Chemicals Ingredients for hygiene, personal care, home care and industrial & institutional cleaning businesses as well as for applications in the chemical industry Dispersions & Pigments Raw materials for the formulation of varnishes, coatings, printing and packaging inks, adhesives and construction materials 1% 2014: Performance Chemicals Dispersions & Pigments €4,629 million Modification: polyvinylpyrrolidone Expansion: polyvinylpyrrolidone Construction: dispersions Expansion: vinyl formamide €15,433 million Prices 2015 1,366 (1%) Volumes (in million €) Income from operations before special items Expansion: PaliocromⓇ pigments Percentage of sales: 31% 1% Factors influencing sales Change: Care Chemicals €4,900 million Change: Percentage of sales: 3% 30% 485.6 (880) million € Financial result (6.4) 6,739 6,309 EBIT before special items 93.1 (491) (34) million € Special items 0.4 million € (700) million € Income before taxes and minority interests € 6,248 194 Earnings per share 1,136 million € EBIT after cost of capital 1.7 3,987 4,056 million € Net income (2.8) 5,548 5,395 (25.7) 6,275 (18.3) Income from operations (EBIT) Sales Change in % 2015 2016 Economic data BASF Group 2016 at a glance (66) 1,050 362 Net income (62) 1,366 4.42 517 EBIT before special items million € million € 57,550 Income from operations before depreciation and amortization (EBITDA) (3.4) 4,401 4,251 million € Amortization and depreciation' (1.2) 10,649 10,526 million € EBITDA (1.7) 10,508 10,327 million € and special items 70,449 4.34 Return on equity after tax Adjusted earnings per share (18.3) 9,446 7,717 million € Cash provided by operating activities 11.3 12,935 14,401 million € Net debt 14.4 13.3 % 8.7 8.2 Free cash flow % million € 3,634 3 (53) (13,658) (14,787) and other expenses Services purchased, energy costs 2 2015 72,981 2016 59,852 (25,450) (37,323) Cost of raw materials and merchandise 1 Business performance Creation of value added (million €) Value added 2016³ 1 Amortization of intangible assets, depreciation of property, plant and equipment, impairments and write-ups 2 Additions to intangible assets and property, plant and equipment (including acquisitions) (1.7) 3,572 1.8 44.5 % million € Personnel expenses (4.6) 1,953 1,863 million € Research and development expenses 3.4 2.90 3.00 € Dividend per share 5.00 4.83 € 10,165 42.6 9,982 Number of employees Return on assets Equity ratio 20.7 6,013 7,258 million € 8.0 70,836 76,496 million € Investments² Assets 1.2 112,435 113,830 1.8 1,072 3,805 Income from operations (EBIT) 4,629 4,530 Thereof Dispersions & Pigments (4) 15,648 15,002 (2) Sales 2016 Key data Performance Products (million €) (4) 2,156 2,064 EBIT before special items 2015 Change in % Care Chemicals 4,735 4,900 1,340 1,648 Income from operations (EBIT) 10 2,289 2,522 EBITDA (8) 4,121 Performance Chemicals (3) 1,998 1,932 Nutrition & Health (3) (7) 2,131 1,983 Income from operations (EBIT) Sales 2015 Change in % 2016 Key data Chemicals (million €) Page 67 Our Performance Products lend stability, color and better application properties to many everyday products. Our product portfolio includes vitamins and other food additives in addition to ingredients for pharmaceuticals, personal care and cosmetics, as well as hygiene and household products. Other products from this segment improve processes in the paper industry, in oil, gas and ore extraction, and in water treatment. They furthermore enhance the efficiency of fuels and lubricants, the effec- tiveness of adhesives and coatings, and the stability of plastics. Performance Products The Chemicals segment comprises our business with basic chemicals and intermediates. Its portfolio ranges from solvents and plasticizers to high-volume monomers and glues as well as raw materials for detergents, plas- tics, textile fibers, paints and coatings, crop protection and medicines. In addition to supplying customers in the chemical industry and numerous other sectors, we also ensure that other BASF segments are supplied with chemicals for producing downstream products. Page 61 Chemicals We create chemistry O-BASF create chemistry D-BASF BASF 3 13,461 23 14,670 Thereof Petrochemicals 3 3,090 3,169 EBITDA (6) 2,849 2,681 Intermediates (6) 6,093 5,745 Monomers (12) 5,728 5,035 (8) EBIT before special items 1,745 1,366 1,321 1,305 EBITDA (4) 5,820 5,569 Sales 2015 Change in % 2016 Key data Agricultural Solutions (million €) Page 84 In the Oil & Gas segment, we focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. Together with our Russian partner Gazprom, we are also active in the transport of natural gas in Europe. Oil & Gas The Agricultural Solutions segment provides innovative solutions in the areas of chemical and biological crop protection, seed treatment and water management as well as for nutrient supply and plant stress. Page 80 Agricultural Solutions (1) EBIT before special items Income from operations (EBIT) 1,083 (38) 2,587 1,596 EBITDA (79) 12,998 2015 Change in % 2016 2,768 Sales Key data Oil & Gas (million €) 0 1,090 1,087 EBIT before special items (4) 1,037 499 Income from operations (EBIT) 18 Construction Chemicals (1) 6,306 6,263 Thereof Catalysts 1 18,523 18,732 Sales 2015 Change in % 2016 Key data Functional Materials & Solutions (million €) In the Functional Materials & Solutions segment, we bundle system solutions, services and innovative products for specific sectors and customers, especially the automotive, electrical, chemical and construction industries, as well as applications for household, sports and leisure. Our portfolio comprises catalysts, battery materials, engineering plastics, polyurethane systems, automotive coatings, surface treatment solutions and concrete admixtures as well as construction systems like tile adhesives and decorative paints. Page 74 Functional Materials & Solutions 28 2,332 EBITDA 2,304 Coatings 1,649 1,946 37 1,607 2,199 30 2,228 2,906 2 6,747 6,888 Performance Materials 3 3,166 3,249 1 Amortization and depreciation (43.4) 4 47 The business year at BASF 46 Social commitment 40 Working at BASF Responsibility along the value chain 39 37 Investments, acquisitions and divestitures 32 Innovation 22 Our strategy Business models and customer relations 92 Forecast 111 150 Declaration of Corporate Governance 150 Declaration of Conformity 146 Report of the Supervisory Board 138 Compensation report 136 Management and Supervisory Boards 134 Compliance 127 Corporate governance report Corporate Governance 19 The BASF Group Management's Report 702 Responsible Care Management System (23.0) 135 104 Number of on-site sustainability audits of raw material suppliers Suppliers Change in % 2015 2016 Audits along the value chain 5 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 6 Excluding emissions from oil and gas production 4 For more information, see page 99. (40.5) 346 206 Number of environmental and safety audits Consolidated Financial Statements 121 (6.9) 12 BASF on the capital market 10 The Board of Executive Directors of BASF SE Board of Executive Directors Letter from the Chairman of the To Our Shareholders Contents 53 30 Number of occupational medicine and health protection audits (45.6) 68 37 Number of short-notice audits 130 Statement by the Board of Executive Directors 153 Auditor's report Milestone: To bolster its worldwide polyacrylamide production network, BASF started up the new world-scale production plant for bio-acrylamide in Bradford, England. BASF has been producing bio-acrylamide in Suffolk, Virginia, since 2014. Production in North America: For more on bio-polyacrylamide, see basf.com/bioacrylamide Greater supply security combined with more efficient and environmentally friendly production: BASF switched over its production process for the monomer acrylamide to a modern enzyme-based process. Acrylamide is used for the production of water-soluble flocculation aids in wastewater treatment and papermaking, as well as mineral processing and enhanced oil recovery. The bio- catalytic production method results in less waste than the copper catalysis previously used. The process takes place at room temperature and under normal atmospheric conditions, resulting in energy savings and greater environmental compatibility. It also generates fewer by-products. BASF has been producing bio-acrylamide in Suffolk, Virginia, since 2014 and started up a new bio-acrylamide plant in Bradford, England, in 2016. A third plant is being built in Asia and should start up in 2017. With three state-of-the-art production facilities located directly in key markets, BASF is able to quickly and sustainably meet regional demand. Sustainable, improved production The BASF Verbund's strengths lie in highly efficient, innovative value chains that extend from basic chemicals right through to high-value-added products. We use resource-saving processes to make products that create value for our customers and the environment. PRODUCTION Our contribution to a sustainable future CHEMISTRY FOR A SUSTAINABLE FUTURE We drive digital transformation under the banner "BASF 4.0": In plants at the Ludwigshafen site, employees can access information at any time using special tablets and QR codes. Cover photo and page 1: On the following pages, we share how BASF contributes to the SDGs: with responsible production, solutions for clean water, products for sustainable agriculture and to combat hunger, and with contributions to infrastructure, industry and innovation. employee representatives, scientists, policymakers and industry. BASF was actively involved in the development of the SDGS. as a member of working groups. organizations, international trade associations, D-BASF Our innovations contribute to a sustainable future. We support the United Nations in the implementation of the U.N. Sustainable Development Goals (SDGs), which create the framework for sustainable business practices at the economic, social and environmental levels. In drafting these development goals, the United Nations. worked together with nongovernmental We shortly Naturally lighter BASF $1 million to help construct the BASF Sustainable Living Laboratory. The laboratory, in operation since fall 2016, focuses on researching sustainable solutions for global challenges. Dr. Kevin McPeak is the lab's first scientist in residence. He and his team are working on portable filtration and disinfection systems for drinking water. "We are investigating light-driven oxidation processes that safely and effectively inactivate pathogens," McPeak explains. Instead of the ultraviolet light used in traditional methods for sun-supported water treatment, he harnesses visible sunlight. Ultraviolet light makes up a mere 5% of the solar spectrum. By contrast, visible light accounts for more than 40% of the spectrum, which means that McPeak harnesses several times as much energy than traditional methods. This, in turn, allows for quicker and more effective disinfection. With his research, McPeak wants to create a simple and inexpensive solution for developing countries to transform polluted water into drinking water. Clean water is essential for our health. We need new and simple solutions to produce safe drinking water - especially in developing countries where traditional, energy-intensive methods of water treatment are difficult to put into practice. At the United States' Louisiana State University, new ideas have room to develop: As the major sponsor, BASF provided the university's College of Engineering with Purified by the sun disinfection systems for drinking water - harnessing visible sunlight. BASF Sustainable Living Laboratory at Louisiana State University. He researches portable filtration and is a scientist in residence at the Clean water: Dr. Kevin McPeak Water is a valuable resource. It needs to be handled responsibly, and new methods of wastewater treatment are in demand. Two examples show how BASF helps. WATER CHEMISTRY FOR A SUSTAINABLE FUTURE Lighter weight: The binding agent Acrodur® 950 L provides the strength and heat-resistance needed in the world's first vehicle roof frame made entirely of natural fibers. basf.com/nonwovens For more information, see "Weight savings" is a key term in modern automotive engineering, as lighter vehicle components reduce fuel consumption and carbon emissions for the end customer. To produce lightweight, innovative auto parts made from environmentally friendly substances, manufacturers need the right materials from the supplier industry. Such as BASF's binding agent AcrodurⓇ: The acrylic resin can be processed in a simple and especially environmentally friendly manner; the only by-product generated is water. AcrodurⓇ is used, for example, in collaboration with partners to create a new vehicle roof frame using renewable hemp. The natural fiber construction is strengthened with AcrodurⓇ, making the roof frame up to 40% lighter compared with regular steel components. CHEMISTRY FOR A SUSTAINABLE FUTURE million € Chemistry for a sustainable future 10.32 Supplementary Information on the Oil & Gas Segment 160 Notes 159 Statement of equity 158 Statement of cash flows 157 Balance sheet 156 recognized in equity Statement of income and expense 155 Statement of income 154 - www Supplementary information on the Oil & Gas segment – 223 Ten-year summary 0,4 m 11.1/51 Steckscheibe O OR interested public about the 2016 business year. Our integrated corporate report combines financial and sustainability reporting to inform shareholders, employees and the Welcome to BASF Table of Contents 236 235 233 chapter divider. Detailed tables of contents can be found on each colored Glossary Trademarks Overviews (4,251) (4,401) 5.1 1,011 9,966 (4.6) 1,953 1,863 million € Change in % 10,010 2015 Environment, health, safety and security Donations and sponsorship Society Personnel expenses Apprentices at year-end Employees at year-end 2016 (0.4) 2016 2015 (16.4) 56.2 47.0 million € 1.8 9,982 10,165 million € (3.7) 3,240 3,120 1.2 112,435 113,830 Change in % Employees Employees and society Number of employees in research and development at year-end Research and development expenses 8.6% 60.6% 61.6% 2015 2016 Shareholders (dividend and retention) 4.5 4.4 Minority interests 4.3 Creditors 4.2 Government 4.1 Employees Use of value added 16,470 16,493 Value added 9.4% 2016 4.0% 1.2% Innovation 4.2 4.3 4.4 4.5 2 €72,981 million 2015: €59,852 million Business performance 3 Value added results from the company's performance minus goods and services purchased, depreciation and amortization. Business performance includes sales revenues, other operating income, interest income and net income from shareholdings. Value added shows the BASF Group's contribution to both private and public income as well as its distribution among all stakeholders. 24.2% 24.6% 4.1 1.9% 3.9% 2015 Change in % Safety, security and health 25.1 23.2 metric tons (3.3) 3.0 2.9 thousand metric tons (8.1) 17.3 15.9 thousand metric tons (6.3) 22.1 20.7 million cubic meters (7.6) (2.2) Emissions of greenhouse gases Waste million € 5.0 2.0 2.1 million metric tons (6.6) 28.6 26.7 thousand metric tons (1.4) 22.2 21.9 million metric tons of CO2 equivalents Investments in environmental protection plants and facilities Operating costs for environmental protection Emissions to air (air pollutants)6 962 1,686 million cubic meters 0.96 0 1.4 1.4 per one million working hours Lost-time injuries (4.8) 2.1 2.0 per one million working hours Process safety incidents 0 0 0 Transportation incidents with significant impact on the environment 0.97 1,649 (1.0) Environment Emissions of heavy metals to water Emissions of nitrogen to water Emissions of organic substances to water Withdrawal of drinking water Total water withdrawal 3.0 599 617 kilograms of sales product/MWh Energy efficiency in production processes 0.2 57.3 57.4 million MWh Primary energy use Health Performance Index BASF Report 2016 Economic, environmental and social performance (3.4) 9% Change: 3% Coatings €3,249 million Percentage of sales: 17% Factors influencing sales Construction Chemicals Change: 1% Percentage of sales: 13% Income from operations before special items (million €) Volumes 7% €2,332 million 33% Percentage of sales: -1% Performance Materials Polyurethanes, thermo- plastics and foams Sales Performance Materials Change: 2% €6,888 million Percentage of sales: 37% €18,732 million Change: 1% 2015: €18,523 million Catalysts €6,263 million Change: 2016 1,946 2015 Prices Repairing paint damage requires a series of time-consuming steps: For example, primer and filler need to be applied sepa- rately, and each needs time for drying and cooling. Our prod- uct eliminates one step for steel surfaces, as it serves as both primer and filler. It can also be cured with UVA light, which, unlike conventional methods, generates no heat and thus requires no cooling time. After the successful launch in 2016, we expect annual sales of this UV primer filler to grow by more than 19% on average from 2017 to 2021. Value for our customers Time saved in painting up to 65% The new UV primer filler allows our customers to save up to 65% of their time in repairing paint damage, depending on the surface material and paint shop equipment. Especially smaller and medium-sized repairs can be conducted more economi- cally. The use of UVA light is also considerably more energy- efficient than other curing methods and prevents plastic parts, like bumpers, from warping. We market the UV primer filler under our brand names GlasuritⓇ and R-M®. Strategy Development of innovative products and technologies in close collaboration with our customers Focus on specialties and system solutions that allow our customers to stand out from the competition We use BASF's expertise as the world's leading chemical company to develop innovative products and technologies in close cooperation with our customers. Our aim is to find the best solution in terms of cost and functionality, helping our customers contribute to sustainable development. Our spe- Ocialties and system solutions enable customers to stand out from the competition. One focus of our strategy is the ongoing optimization of our product portfolio and structures according to different regional market requirements as well as trends in our customer indus- tries. We are positioning ourselves to grow profitably and faster than the market. We aim to secure our leading market position in Europe, to profitably expand our position in the North American market and to selectively extend our activities in the growth regions of Asia, South America, Eastern Europe and the Middle East. At the end of 2016, we acquired surface technology pro- vider Chemetall from Abermarle Corp., Charlotte, North Caro- lina, thereby enhancing our coatings portfolio and supporting our aim to grow profitably in innovative and solution-focused businesses closer to end users. 76 Management's Report The BASF Group business year - Functional Materials & Solutions Products, customers and applications >19% Coatings solutions, surface treatments, decorative paints Expected average sales growth per year through 2021 New automotive refinish product for shorter processing time in the workshop (5%) 1,649 Portfolio 0% Currencies (1%) Sales 1% Change: €297 million BASF Report 2016 How we create value - an example Management's Report 75 The BASF Group business year - Functional Materials & Solutions Ultraviolet (UV) primer filler Value for BASF Coatings Construction Chemicals Solutions for building structure and envelopes, interior construction and infrastructure precious metal trading Sales (3%) Nutrition & Health - Sales by region (Location of customer) Europe 1234 4 Performance Chemicals - Factors influencing sales 40% 1 North America 21% 3 €1,932 million Asia Pacific South America, Africa, Middle East (1%) 29% 10% Currencies Portfolio The BASF Group business year - Performance Products Nutrition & Health ■ Sales down by 3% to €1,932 million after divestitures in pharmaceuticals business Considerable improvement in EBIT before special items, especially through lower fixed costs and higher margins and volumes Sales to third parties in 2016 declined by €66 million to €1,932 million in the Nutrition & Health division. This slight reduction came from the sale of parts of our pharmaceutical ingredients and services business at the end of September 2015. We were able to raise volumes in all business areas. Demand grew, especially in the pharmaceuticals and animal nutrition businesses. Sales prices overall were also higher than in the previous year, primarily as a result of significant price increases for vitamins in the animal nutrition business. This allowed us to more than compensate for the decline in prices in the flavor and fragrance business brought about by falling raw material costs. Performance Chemicals Sales down 8% to €3,805 million, mainly due to lower prices and divestitures EBIT before special items rise slightly, mostly through reduction in fixed costs In the Performance Chemicals division, sales to third parties fell by €316 million to €3,805 million compared with 2015. This was largely the result of the lower sales prices brought about by a sharp drop in raw material prices, as well as the sale of the paper hydrous kaolin activities and the textile chemicals business. Negative currency effects additionally weighed down sales. We were able to raise our volumes overall, with growth impetus coming particularly from the plastic additives business and from the region Europe. Demand for oilfield and mining chemicals declined, however, in an environment fraught with lower oil and raw material prices. Nutrition & Health - Factors influencing sales Volumes 3% Prices 3% (8%) BASF Report 2016 Volumes Prices (4%) 2 1 2 EBIT before special items improved considerably compared with 2015 due to substantially reduced fixed costs as well as to higher margins and volumes. The reduction in fixed costs was largely thanks to restructuring measures and improved capacity utilization of our production plants. Special charges were primarily related to measures implemented to increase our competitiveness. Special income arose in part from the sale of the sterol site in Pasadena, Texas, in May 2016. We concluded the modification of our production plant for polyvinylpyrrolidone in Shanghai, China, in 2016. With our partner, PETRONAS, we completed construction of the new aroma ingredients complex at the integrated chemical site in Kuantan, Malaysia. Production facilities for citral and L-menthol will be gradually started up. We achieved a slight rise in EBIT before special items com- pared with the previous year. This was mainly due to lower fixed costs resulting from restructuring measures and strict cost discipline. Special charges arose partly on account of these restructuring measures. At the Bradford, England, site, in 2016 we started up a world-scale bio-acrylamide production plant employing a new enzymatic catalysis process. This will strengthen our polymer production network and increase our competitiveness. 74 Management's Report The BASF Group business year - Functional Materials & Solutions BASF Report 2016 Functional Materials & Solutions The Functional Materials & Solutions segment comprises the Catalysts, Construction Chemicals, Coatings and Performance Materials divisions. They develop and market system solutions, services and innovative products for specific sectors and customers, particularly for the automotive, electronics, chemical and construction industries as well as for household applications, sports and leisure. Divisions Catalysts Automotive and process catalysts, battery materials, 10% 1% South America, Africa, Middle East Asia Pacific Portfolio (4%) Currencies (1%) Sales (8%) Performance Chemicals - Sales by region (Location of customer) 1234 Europe North America 4 38% 26% 3 €3,805 million 26% Management's Report 73 Operating division Construction Chemicals 2,228 30 EBITDA margin % 15.5 12.0 2,906 Depreciation and amortization¹ 621 14 Income from operations (EBIT) 2,199 1,607 37 707 Income from operations before depreciation and amortization (EBITDA) 0 19,396 1 Coatings 3,249 3,166 3 Performance Materials 6,888 6,747 2 Intersegmental transfers 736 873 (16) Sales including intersegmental transfers 19,468 Special items 253 (42) EBIT before special items Functional Materials & Solutions segment ■ Sales grow by 1% to €18,732 million ■ EBIT before special items increases by 18% to €1,946 million as a result of higher contributions from all divisions In the Functional Materials & Solutions segment, sales to third parties increased by €209 million to €18,732 million. By increasing volumes in all divisions, we were able to more than compensate for lower prices and mildly negative currency effects (volumes 7%, prices -5%, portfolio 0%, currencies -1%). The volumes growth was mainly attributable to higher demand for our products for the automotive industry. Business with the construction industry saw sales volumes at a high level overall. Income from operations (EBIT) before special items grew by €297 million to €1,946 million compared with 2015. All divi- sions contributed to this considerable earnings increase, with particular support from higher margins in the Performance Materials division. Special income in 2016 especially pertained to the sale of the industrial coatings business as well as the divestiture of the business with polyolefin catalysts. EBIT rose by €592 million to €2,199 million. For the Outlook for 2017, see page 122 Catalysts ■ Sales decline by 1% to €6,263 million, mainly due to lower prices ■ EBIT before special items improves considerably, mostly through contribution from mobile emissions catalysts In the Catalysts division, sales to third parties declined in 2016 by €43 million to €6,263 million. This was predominantly the result of price decreases due to lower precious metal prices. Currency effects and the sale of our business with polyolefin catalysts had a negative impact on sales. We achieved significant volumes growth, especially through increased volumes of mobile emissions catalysts. Greater demand for refinery catalysts and battery materials also contributed to this development. Lower volumes of chemical catalysts slowed this growth. In precious metal trad- ing, sales declined by €52 million to €2,336 million due to lower prices. Catalysts - Factors influencing sales 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 2 Additions to intangible assets and property, plant and equipment (including acquisitions) 2,304 0 393 1,946 1,649 18 EBIT after cost of capital 813 96 Assets 17,359 13,341 30 Investments² 3,679 854 331 Research and development expenses 392 2,332 (1) 6,306 Chennai, India Colombo, Sri Lanka Gimcheon, South Korea Hanoi, Vietnam Klang, Malaysia Kolkata, India Rayong, Thailand Shanghai, China Schwarzheide, Germany Totsuka, Japan Yeosu, South Korea Project Startup Construction: chemical catalysts plant Construction: automotive coatings plant 2017 2017 Construction: concrete admixtures plant 2016 Carmona, Philippines Construction: plant for mobile emissions catalysts Caojing, China Capital expenditures Coatings Performance Materials Products Automotive and process catalysts Battery materials Precious and base metal services Concrete admixtures, cement additives, underground construction solutions, flooring systems, sealants, solutions for the protection and repair of concrete, high-performance mortars and grouts, tile-laying systems, exterior insulation and finishing systems, expansion joints, wood protection Coatings solutions for automotive and industrial applications, technology and system solutions for surface treatments, decorative paints Engineering plastics, biodegradable plastics, standard foams, foam specialties, polyurethanes, epoxy systems for fiber- reinforced composites Customer industries and applications Automotive and chemical industries, refineries, battery manufacturers Solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials Cement and concrete producers, construction companies, craftspeople, builders' merchants Solutions for new building construction, maintenance, repair and renovation of commercial and residential buildings as well as infrastructure Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers, wind power industry Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, medical technology, sanitation and water industry, solar thermal energy and photovoltaics, wind power industry Location Catalysts 2016 2016 2017 BASF Report 2016 Management's Report 77 The BASF Group business year - Functional Materials & Solutions Segment data (million €) 2016 2015 Change in % Sales to third parties Thereof Catalysts Construction Chemicals 18,732 18,523 1 6,263 Capacity expansion: plant for UltrasonⓇ Construction: concrete admixtures plant 2016 2017 Construction: plant for UltraformⓇ 2018 Construction: concrete admixtures plant 2016 Capacity expansion: plant for flooring solutions 2016 Construction: concrete admixtures plant 2016 Construction: plant for mobile emissions catalysts 2018 Capacity expansion: plant for CellastoⓇ 2016 Construction: technical competence center for automotive coatings 2018 Capacity expansion: compounding plant for UltramidⓇ and UltradurⓇ Optimization: coating production BASF Report 2016 2016: 234 Indications and sectors Fungicides Herbicides Protecting crops against harmful fungi Reducing Sales competition from weeds for water and nutrients Insecticides Combating insect pests in agriculture The Agricultural Solutions segment consists of the Crop Protection division. We develop and produce innovative solutions for the improvement of crop health and yields, and market them worldwide. and beyond Biological crop protection, seed treatment, polymers and colorants Change: -11% Insecticides €735 million Percentage of sales: 13% Functional Crop Care €289 million Change: -16% Functional Crop Care Percentage of sales: BASF Report 2016 The BASF Group business year - Agricultural Solutions Portfolio (1%) Currencies (1%) Sales 2% Performance Materials - Sales by region (Location of customer) Europe 1234 4 Agricultural Solutions 3 North America 23% €6,888 million 1 Asia Pacific 27% South America, Africa, Middle East 3% 2 80 Management's Report 47% (4%) 5% 1% (2%) Sales (4%) Change: minus €3 million BASF Report 2016 How we create value - - an example InscalisⓇ Management's Report 81 Currencies The BASF Group business year - Agricultural Solutions Value for BASF Peak sales potential >€100 million Value for our customers and the environment Advantages compared with conventional insecticides InscalisⓇ is an innovative solution of a new chemical class for combating piercing and sucking pests. InscalisⓇ will play an important role in BASF's insecticide portfolio, and be used for various plants in numerous countries starting at the end of the decade. We expect peak sales potential of more than €100 million. 3-fold InscalisⓇ offers a three-fold advantage compared with conven- tional insecticides. Effective in low doses, it is also character- ized by low toxicity for beneficial insects such as bees and an alternative mode of action for combating the most important pests. For farmers, this means greater flexibility in application and higher yields with better quality. Strategy ◉ Innovative insecticide solution for use with numerous plants Change: 0% 2015 Herbicides €2,161 million Percentage of sales: 39% Factors influencing sales 2016: €5,569 million Change: -4% 2015: €5,820 million Portfolio Fungicides €2,384 million -5% Percentage of sales: 43% Income from operations before special items (million €) Volumes (2%) 2016 1,087 Prices 0% Change: ■ Prices Volumes 22% South America, Africa, Middle East 7% 2 We considerably raised EBIT before special items year-on- year, mainly thanks to the higher contributions from the mobile emissions catalysts business. In addition, we were able to reduce fixed costs through strict cost discipline. Special charges resulted primarily from asset impairments and special income from the sale of the polyolefin catalysts business in June 2016. Construction Chemicals ■ Sales rise by 1% to €2,332 million as a result of increased sales volumes ■Slight growth in EBIT before special items, thanks primarily to higher sales volumes In the Construction Chemicals division, sales to third parties reached €2,332 million, an increase of €28 million over 2015. Negative currency effects in all regions and lower prices overall were more than offset by higher sales volumes. In Europe and North America, sales grew as a result of this volumes increase; prices remained stable. In the region South America, Africa, Middle East, lower volumes and negative currency effects were the main factors behind a drop in sales. Demand declined in Saudi Arabia especially, as the number of public construction projects fell due to low oil prices. Falling prices were largely responsible for reduced sales in Asia. We were able to increase volumes in the region. Asia Pacific ■ Sales increase by 3% to €3,249 million EBIT before special items considerably up, especially in automotive OEM coatings Sales of automotive OEM coatings grew slightly thanks to higher volumes in North America and Asia. In the automotive refinish coatings business, we observed a slight sales decline as higher prices could only partly offset negative currency effects and slightly lower volumes. The slight sales growth in the industrial coatings business was attributable to higher volumes. Sales fell slightly in the decorative paints business in Brazil, despite significantly increased sales prices. This was mostly the result of overall weak demand as well as negative currency effects. Coatings - Factors influencing sales Volumes Prices Portfolio 4% 0% 1% Currencies Sales (2%) 3% In the Coatings division, sales to third parties in 2016 grew by €83 million to €3,249 million. Higher sales volumes in North America and Asia were able to more than compensate for a volumes decline in South America. Prices remained stable overall; negative currency effects in all businesses had a dampening effect on sales. Construction Chemicals - Factors influencing sales Coatings 29% (8%) Portfolio (1%) Currencies (1%) Sales (1%) 78 Management's Report The BASF Group business year - Functional Materials & Solutions Catalysts - Sales by region €6,263 million (Location of customer) BASF Report 2016 Income from operations before special items was slightly higher than the level of 2015, primarily as a result of volumes growth. 1 Europe 42% 3 1 234 North America 4 8% Volumes Prices 20% €3,249 million South America, Africa, Middle East 24% 17% 2 €2,332 million We were able to raise EBIT before special items considerably in 2016, especially through the contribution from automotive OEM coatings. Special income came from the sale of the industrial coatings business in December 2016. Since December 14, 2016, the Coatings division has included the Chemetall business, which was acquired from Albemarle. This has had no significant influence on the result for the reporting year 2016. 2 BASF Report 2016 1 Management's Report 79 The BASF Group business year - Functional Materials & Solutions ■ ■ Sales grow by 2% to €6,888 million through higher volumes EBIT before special items rises considerably due to stronger margins and specialties business The Performance Materials division raised its sales to third parties by €141 million to €6,888 million in 2016. This was largely thanks to sharp volumes growth, primarily in Asia and Europe. Prices fell as a result of lower raw material prices. Negative currency effects and portfolio measures additionally dampened sales. Our businesses with the automotive industry developed positively thanks to significantly higher demand in Asia. We were especially able to achieve substantial volumes growth for polyurethane systems, engineering plastics and the special elastomer CellastoⓇ. In the consumer goods industry, sales were slightly down, primarily on account of lower prices while volumes remained stable. We particularly achieved higher volumes of engineering plastics, thermoplastic polyurethanes and biopolymers, while demand ebbed slightly for polyurethane systems. Sales to the construction sector also declined as a result of falling prices and the divestiture of our white expandable poly- styrene (EPS) business in North and South America in March 2015. Volumes development was positive for polyurethane systems and functional foams. EBIT before special items considerably exceeded that of the previous year. Contributing significantly to this were higher margins due to lower raw material prices and the positive development of our high-margin specialties business. Despite higher production costs from new plant startups, including the capacity expansion for CellastoⓇ in Shanghai, China, we were able to reduce fixed costs compared with 2015. Performance Materials - Factors influencing sales Performance Materials 4% 39% North America (1%) Portfolio 0% Currencies (2%) Sales 1% Construction Chemicals - Sales by region (Location of customer) 1 Europe Asia Pacific 35% 32% 3 Asia Pacific 18% South America, Africa, Middle East 15% Coatings - Sales by region (Location of customer) 1234 4 Europe North America Helping to feed a growing world population 1,090 Our strategy is based on long-term market trends. A key chal- lenge of the future will be to ensure sufficient food for a growing world population. This means that farmers around the world need to increase their yields - and yet the natural resources for doing so, such as water and arable land, are limited. We see it as our duty to provide farmers with professional support in producing more - and more nutritious - food as efficiently as possible. Long-term innovation strategy ensures future growth Development of solutions that go beyond conventional crop protection Volumes Prices BASF's activities in the field of plant biotechnology are part of the Bioscience Research technology platform. Research and development expenses, sales, earnings and all other data are not included in the Agricultural Solutions segment; they are reported in Other. Plant biotechnology at BASF In 2016, we invested €205 million in property, plant and equip- ment. Most of this investment amount is attributable to the expansion of dicamba production capacity in Beaumont, Texas. We also increased capacities for the fungicide Xemium® and enlarged a formulation plant for fungicides in Tarragona, Spain. Furthermore, we are continuing to invest in innovative solutions that go beyond classic crop protection. One example from the area of Functional Crop Care is our new research and development center for biological crop protec- tion and seed solutions in Limburgerhof, Germany, which combines expertise in chemical and biological solutions. In order to continue meeting the ongoing high demand for our innovative products in the future, we will invest around €840 million in developing and expanding our infrastructure and in our production and formulation capacities for active ingredients between 2017 and 2021. Investments Boscalid, metiram, dimethomorph, Initium®, metrafenone, F 500®, Xemium®, AgCelenceⓇ (umbrella brand) Kixor, dicamba, pendimethalin, imazamox, topramezone, ClearfieldⓇ herbicide tolerance system, dimethenamid-P Fipronil, alpha-cypermethrin, chlorfenapyr, teflubenzuron, NealtaⓇ, TermidorⓇ to guard against termite infestation, InterceptorⓇ mosquito nets to protect against malaria Vizura®, Limus, SystivaⓇ, VaultⓇ HP, Nodulator® PRO, Flo Rite®, Integral®, Serifel® Example products Products for plant health and increased yield potential that go beyond traditional crop protection, such as biological crop protection, seed treatments, polymers and colorants Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and landscape maintenance Reducing competition from weeds for water and nutrients Protecting crops from harmful fungal infections; improving plant health Applications With our network of research sites, we help farmers meet the growing demand for increased agricultural productivity as well as better nutrition. As part of the regular review of our portfolio, we focused our research activities in 2016 on proj- ects with the highest business and technological potential. These projects included the development of crops character- ized by higher yields and stress resistance, herbicide tolerance, or resistance against certain diseases. Part of this realignment involved adapting our site structure in North America and Europe; around 350 of approximately 750 positions were cut. Our product marketing takes place in part together with lead- ing seed providers. Insecticides Functional Crop Care Our research and development activities range from solu- tions for guarding plants against fungi, insects and weeds, to seeds and soil management, to plant health. For example, the Functional Crop Care business unit not only provides products for improving seeds and innovations for better soil manage- ment, but also biological and chemical technologies that make plants better able to withstand stress factors like heat, cold and nutrient deficiency. We are intensifying our investment in growth markets and continuing to expand our good position in our core markets. In collaboration with seed companies, we benefit from the technological competence of our crop protection research. In addition, we work together with external partners to be able to offer the best solutions for our customers. With our own proj- ects, jointly with partners like John Deere and in collaboration with farmers, we drive the development of integrated IT appli- cations for modern, sustainable agriculture. One example is the Maglis digital platform developed by BASF. Since its launch at the beginning of 2016, the BASF team has used MaglisⓇ to support farmers in collecting, interpreting and mon- itoring a range of agricultural data. This enables them to opti- mize management and make better decisions in cultivating and marketing crops. 82 Management's Report We are committed to the responsible treatment of our products and the environment. We offer our customers a broad portfolio of integrated solutions and constantly invest in our development pipeline to create chemical and biological innovations in crop protection. Products, customers and applications BASF Report 2016 Indications and sectors Fungicides Herbicides The BASF Group business year - Agricultural Solutions 2 33% Europe (excl. Germany) 17% 25% 4 4 345 Germany 1 2 Europe (excl. Germany) North America 7% €57,550 million Asia Pacific 20% South America, Africa, Middle East 345 North America 18% €6,275 million Asia Pacific 30% 17% South America, Africa, Middle East 26% Germany ■ Ongoing investments in production plants, such as for ammonia and herbicides 1 0 1 For purposes of increased clarity in the presentation of regional results, income from operations (EBIT) before special items was replaced by EBIT, a figure directly derivable from the Consolidated Financial Statements, as of the second quarter of 2016. Neither EBIT before special items by region nor EBIT by region is drawn upon for internal management decisions. Europe ■ ■ At €27,221 million, sales down by 30% compared with previous year Additional investments initiated at Ludwigshafen Verbund site In 2016, sales at companies headquartered in the region Europe amounted to €27,221 million, 30% below the previous year's level. This was mainly attributable to the considerable decline in sales in the Oil & Gas segment following the disposal of our gas trading and storage business to Gazprom in Sep- tember 2015. Despite strong volumes growth, the Chemicals segment posted a considerable drop in sales due to lower sales prices brought about by decreased raw material prices. Sales in the Performance Products segment declined slightly, largely on account of lower prices and the disposal of portions of our pharmaceutical ingredients and services business. In the Functional Materials & Solutions segment, significantly higher volumes were able to more than compensate for price declines, resulting in a sales increase. Despite increased sales prices, a combination of lower volumes and negative currency effects resulted in a considerable drop in sales in the Agricul- tural Solutions segment. Sales declined considerably in Other. Income from operations (EBIT) fell by 13% year-on-year to €3,632 million, primarily owing to the decrease in the Oil & Gas segment. Contributions were also smaller from the Chemicals and Agricultural Solutions segments, as well as from Other. The Performance Products and Functional Materials & Solu- tions segments, however, raised their EBIT. We are strengthening our market position through further investments at the Ludwigshafen Verbund site, such as the replacement of our acetylene plant with a state-of-the-art, highly efficient production facility, and the expansion of capac- ities for resins. North America ■ Sales down 6% from the previous year to €14,682 million 7% Sales at companies headquartered in North America were down by 6% compared with 2015 in both euro and local cur- rency terms, amounting to €14,682 million. This was largely due to decreased sales prices brought about by lower raw material prices, especially in the Chemicals segment. Sales volumes remained stable overall. Rising volumes in the Func- tional Materials & Solutions segment were able to offset the lower volumes in the Chemicals and Performance Products segments. EBIT fell 14% to €1,113 million compared with the previous year. Significantly increased contributions from the Perfor- mance Products and Functional Materials & Solutions seg- ments were only partially able to compensate for the sales and margin-related earnings decline in the Chemicals segment. In this region, we continue to focus on innovation, attrac- tive market segments and cross-business initiatives in order to grow profitably. At the same time, we ares increasing our operational excellence through continuous improvement. Investments in new production facilities form the basis for future growth. For example, we are building a new ammonia plant in Freeport, Texas, with Yara; expanding production capacities for our dicamba and dimethenamid-P herbicides in Beaumont, Texas; and modifying the plant in Pasadena, Tex- as, to produce our Palatinol® DOTP plasticizer so we can meet growing demand in North America. Beyond that, we aim to gradually expand the production capacity of MDI at our Geismar, Louisiana, Verbund site. BASF Report 2016 Management's Report 91 The BASF Group business year - Regional results Sales by region (Location of company) Income from operations by region (Location of company) 5 5 1 2 Management's Report The BASF Group business year - Other 2 Sales decline by 79% and EBIT before special items down by 62% due to discontinuation of contributions from gas trading and storage business as well as to lower oil and gas prices Oil & Gas segment 4 More on this figure can be found in the reconciliation reporting for Oil & Gas in the Notes to the Consolidated Financial Statements on page 179. 3 Additions to intangible assets and property, plant and equipment (including acquisitions) 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 1 Supplementary information on the Oil & Gas segment can be found from page 221 onward. (66) 1,050 362 (52) 195 94 (22) 50 39 (39) 1,823 1,115 4 12,373 12,829 (68) (443) (744) Net income4 In the Oil & Gas segment, sales to third parties decreased by €10,230 million to €2,768 million year-on-year (volumes 3%, prices/currencies -3%, portfolio -79%). Owing to the asset swap with Gazprom completed at the end of September 2015, contributions from the natural gas trading and storage business and from Wintershall Noordzee B.V. ceased as of the fourth quarter of 2015. These activities had contributed €10.1 billion to sales in 2015. In the continuing oil and gas business, we raised volumes by 15% compared with 2015, while price and currency effects came out to minus 15%. The price of a barrel of Brent blend crude oil averaged $44 in 2016 (2015: $52). Gas prices on European spot markets dropped 29%, also a sharp fall compared with the previous year. Both oil and gas prices recovered significantly toward the end of 2016 as compared with the beginning of the year. Oil & Gas - Sales by region (Location of customer) 1 Europe Asia Pacific ■ Sales 2% below 2015 level at €11,512 million Local production expanded through new plants in China and Malaysia ■ Sales Change in % 2015 2016 Data for Other¹ (million €) Other 89 6,248 BASF Report 2016 3 1 For the Outlook for 2017, see page 123 Income from operations (EBIT) before special items declined by €849 million to €517 million in 2016. This was primarily the result of falling oil and gas prices, in addition to the divestiture of our gas trading and storage business to Gazprom. The activities transferred to Gazprom had contributed around €260 million to EBIT before special items in 2015. In addition, as we had expected, the earnings contribution from our share in the Yuzhno Russkoye natural gas field was lower: A contractual agreement with our partner Gazprom stipulated that the excess amounts received over previous years be compensated in 2016. Positive effects came from compre- hensive measures aimed at optimizing exploration and tech- nology projects as well as the successful implementation of operational cost-saving measures. EBIT declined by €573 mil- lion to €499 million. Net income declined by €688 million to €362 million. 20% South America, Africa, Middle East 0% Asia Pacific €2,768 million 0% 80% 4 34 2 North America We increased our crude oil and natural gas production by 12 million barrels of oil equivalent (BOE) to 165 million BOE. In the search for new crude oil and natural gas deposits, we finished drilling a total of 14 exploration and appraisal wells in 2016, of which 9 were successful. Our proven crude oil and natural gas reserves fell by 7% compared with the end of 2015, to 1,622 million BOE. We replenished 26% of the volumes produced in 2016. The reserve-to-production ratio is around 10 years (2015: 11 years). This is based on Winters- hall's production in 2016 and refers to the reserves at year- end. 6,275 (6) (18) 398 407 (2) 1 Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 178 onward. 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 3 Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group 4 Additions to intangible assets and property, plant and equipment (including acquisitions) Sales in Other fell by €772 million to €2,018 million compared with 2015. Lower prices and volumes in the raw materials trading business were primarily responsible, along with the expiration of supply contracts in connection with the disposal of our share in the Ellba Eastern Private Ltd. joint operation in Singapore at the end of 2014. Income from operations before special items in Other declined by €162 million to minus €1,050 million. This was largely attributable to valuation effects for our long-term incentive program. Positive currency effects helped slow the decline. 90 Management's Report The BASF Group business year - Regional results Regional results Regions (million €) BASF Report 2016 Sales by location of company Sales by location of customer Income from operations by location of company¹ Change Change Change 2016 2015 in % 2016 Research and development expenses 9 111 121 2,790 Exploration expenses (28) Income from operations before depreciation and amortization (EBITDA) (972) (866) (12) Amortization and depreciation² 119 119 Income from operations (EBIT) (1,091) 2015 (985) Special items (41) (97) 58 EBIT before special items (1,050) (888) (18) Assets³ 9,374 (3) Investments4 (11) 2,018 in % 2015 (14) Asia Pacific 11,512 11,712 (2) 12,165 12,334 (1) 1,098 445 147 South America, Africa, Middle East 4,135 4,397 5,304 5,828 (9) 432 334 29 57,550 70,449 (18) 57,550 70,449 1,295 1,113 (9) 15,390 in % Europe 27,221 38,675 (30) 26,039 36,897 (29) 3,632 4,174 (13) Thereof Germany 2016 17,540 (38) 7,412 13,483 (45) 1,582 2,303 (31) North America 14,682 15,665 (6) 14,042 28,229 Research and development expenses Change: Assets 238 13 Income from operations (EBIT) 1,037 1,083 (4) Special items (50) (7) EBIT before special items 1,087 1,090 0 EBIT after cost of capital 172 154 12 Assets 8,899 8,435 6 Investments² 266 402 (34) 268 Research and development expenses Depreciation and amortization¹ 22.7 BASF Report 2016 Segment data (million €) Management's Report 83 The BASF Group business year - Agricultural Solutions 2016 2015 Sales to third parties Intersegmental transfers 5,569 5,820 Change in % (4) 33 28 18 Sales including intersegmental transfers 5,602 5,848 (4) Income from operations before depreciation and amortization (EBITDA) 1,305 1,321 (1) EBITDA margin % 23.4 - 489 514 (5) BASF Report 2016 Oil & Gas BASF's oil and gas activities are bundled in the Wintershall Group. We focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East – focus regions in which Wintershall has a high level of regional and technological expertise. We are also active in the transport of natural gas in Europe with our Russian partner Gazprom. Sales 2015: €12,998 million Exploration & Production €2,809 million 2016: €2,768 million Natural Gas Trading €10,189 million Factors influencing sales Change: -79% Income from operations before special items (million €) Volumes 3% 2016 Prices/currencies (3%) 2015 517 1,366 Portfolio (79%) Sales (79%) The BASF Group business year - Oil & Gas 84 Management's Report 1 23% 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 2 Additions to intangible assets and property, plant and equipment (including acquisitions) Agricultural Solutions segment ■ Lower volumes and currency effects lead to 4% decline in sales to €5,569 million ■ At €1,087 million, EBIT before special items matches prior-year level In the Agricultural Solutions segment, sales to third parties in 2016 fell by €251 million to €5,569 million as a result of lower sales volumes and negative currency effects. The challenging market environment for crop protection products particularly dampened demand for insecticides in South America and for fungicides in Europe. Prices matched the level of 2015 (volumes -2%, prices 0%, currencies -2%). In Europe, sales declined by €149 million to €1,958 mil- lion. This was mainly attributable to weaker demand for fungi- cides in the first half of the year. Especially in Germany and Poland, volumes fell as a result of unfavorable weather condi- tions and our customers' high inventory levels. Price increases, primarily in central and eastern Europe, including Russia, were unable to offset the lower volumes and negative currency effects. Sales in North America decreased by €69 million to €1,801 million, predominantly because of lower prices, espe- cially for fungicides in the United States. Higher demand for fungicides and insecticides in the United States and for herbi- cides in Canada helped support volumes development. At €549 million, sales in Asia exceeded the previous year's level by €24 million. We were able to raise sales volumes in all indications, largely driven by substantially higher demand for herbicides in India and the overall positive volumes develop- ment in Indonesia and Australia. Currency effects slightly dampened sales. In South America, sales fell by €57 million to €1,261 mil- lion, basically due to lower insecticide volumes in Brazil. This was primarily attributable to our customers' high inventory levels and critical economic situation, as well as the shrinking market for insecticides in the region. Price increases were unable to fully compensate for the drop in volumes. Strict cost management enabled us to reduce fixed costs in the Agricultural Solutions segment. Thanks to this develop- ment, income from operations (EBIT) before special items matched the previous year's level at €1,087 million despite the sales decline. Due to special charges from the optimization of our production structure, EBIT decreased by €46 million to €1,037 million. For the Outlook for 2017, see page 122 BASF Report 2016 Crop Protection - Sales by region (Location of customer) 1 Europe 35% 2 North America 32% €5,569 million 3 Asia Pacific 10% 3 4 South America, Africa, Middle East 4 How we create value - an example Management's Report 85 The BASF Group business year — Oil & Gas 766 331 (79) 12,998 Change in % 2015 2,768 2016 Intersegmental transfers Sales to third parties BASF Report 2016 Segment data¹ (million €) The BASF Group business year - Oil & Gas 88 Management's Report The contracts signed in 2015 to join the companies involved in the Nord Stream 2 AG were canceled in September 2016 after withdrawal of the antitrust clearance application in Poland. BASF continues to firmly believe in the significance of this project for Europe, and is evaluating possibilities to sup- port the endeavor. The project is being developed by Nord Stream 2 AG, a project company in which Gazprom holds 100% of the shares. We hold a 15.5% share in the Nord Stream Pipeline through Nord Stream AG, based in Zug, Switzerland, which is accounted for in the BASF Group's financial statements using the equity method. Other shareholders are Gazprom (51%) and E.ON (15.5%), as well as N.V. Nederlandse Gasunie and ENGIE (9% each). With a total capacity of 55 billion cubic meters of natural gas per year, this pipeline, which stretches from Russia to the German coast over the Baltic Sea, helps shore up supply security in Europe. The companies under the WIGA umbrella operate a 3,300-kilometer long-distance network that includes the pipe- line links to the Nord Stream Pipeline, the Baltic Sea Pipeline Link (OPAL) and the North European Gas Pipeline (NEL). The highly regulated natural gas transport sector is character- ized by stable conditions and yields based on approved costs and tariffs. Our organizational structure allows us to meet the unbundling requirements set down by the German Energy Act: As a holding company for the German subsidiaries in natural gas transport, WIGA Transport Beteiligungs-GmbH & Co. KG (WIGA) mainly fulfills a reporting and financing capacity. GASCADE Gastransport GmbH, OPAL Gastransport GmbH & Co. KG, and NEL Gastransport GmbH all act as independent companies under the umbrella of the holding company. Mostly regulated business with stable conditions ■ Joint activities with Gazprom Natural Gas Transport 2008/20202 43 million BOE minus €849 million At €11,512 million, sales at companies headquartered in the Asia Pacific region fell by 2% in 2016; in local currency terms, sales matched the level of the previous year. Achimgaz, development of Achimov horizon in Urengoy natural gas and condensate field (57) Sales including intersegmental transfers 3,099 13,764 EBIT after cost of capital (62) 1,366 517 EBIT before special items 94 (294) (18) Special items (53) 1,072 499 2018 Income from operations (EBIT) 1,515 1,097 Depreciation and amortization² 19.9 57.7 % EBITDA margin (38) 2,587 1,596 Income from operations before depreciation and amortization (EBITDA) (77) (28) Investments³ 12 million BOE 2015/2018² Europe: The Mittelplate field off the North Sea coast is the cornerstone of our crude oil production in Germany. We own a 50% share in the next development phase of this largest known oil deposit in the country. We are expanding production in Emlichheim by drilling twelve new wells, two of which started producing between September and December 2016. Winters- hall is assessing a redevelopment of the Suderbruch oilfield with two exploration wells. We continued the field test for increasing recovery rates using the biopolymer Schizophyllan at the Bockstedt oilfield. Active portfolio management, including expansion of our position in Norway Exploration & Production BASF Report 2016 The BASF Group business year - Oil & Gas 86 Management's Report Wintershall's natural gas trading and storage activities were transferred to Gazprom with the swap of assets of equal value completed in September 2015, and are no longer part of our portfolio. Our cooperation with Gazprom in the natural gas transport business continues unaltered. With western Europe's long-term demand for natural gas steadily on the rise, while its local production simultaneously decreases, securing sufficient imports is gaining in importance. ⑦ Handling hydrocarbons in a responsible manner demands special measures for the protection of people and the environ- ment. We therefore carefully assess the potential effects of every project before we begin. Together with experts, contrac- tors and relevant stakeholders, we develop methods and carry out measures for using resources even more efficiently and minimizing impact on the environment. This includes acting in accordance with international agreements, legal requirements and our own, self-imposed high standards. Selected collaborations and strategic partnerships, inno- vative technologies and the responsible development and production of hydrocarbons all form the basis of our growth-oriented strategy. Through the continuous optimiza- tion of our cost structure and portfolio of oil and gas activities, we ensure our future competitive viability, even in times when oil and gas prices are low. Measured by production volumes, gas activities comprised around 70% of our portfolio. In the future, crude oil and natural gas will continue to contrib- ute significantly toward covering the rising energy demand of a growing world population. That is why we invest in the explo- ration and production of oil and gas, primarily in our core regions Europe, North Africa, Russia and South America. We want to establish the Middle East as another core region in our portfolio. ■ Growth through exploration, acquisitions, strategic partnerships and technological expertise Contribution to securing Europe's natural gas supply Strategy The new, optimized tanks are especially safe and do not require large concrete containment systems underneath. Instead, the oil tanks feature an accessible annular gap, while the water tanks are constructed with vacuum-monitored double walls. This increases their energy efficiency: Thanks to the thermally insulating air layer in the annular gap and the especially well insulated double floor, the amount of energy needed to heat the oil tanks has been reduced by around 95% over the course of a year. An innovative construction concept enabled us to save around 25% in investment costs while reconstructing our tank farm in Barnstorf, Germany. Typical construction methods would have meant replacing the previous twelve crude oil and water tanks with five new ones, and building individual facilities for separat- ing the oil from associated substances and storing it. Because our new tanks allow both at the same time, four new tanks were sufficient. These can be employed more flexibly and economically and ensure lower maintenance costs. 95% around Reduction of annual energy demand Value for the environment 25% around investment costs Reduction of Value for BASF Reconstruction and process optimization of tank farm in Barnstorf Optimized oil treatment and storage In Norway, we were able to expand annual production to 80,000 barrels of oil equivalent (BOE) per day. The further development of fields in which we hold a stake included the installation of two subsea tiebacks in the Norwegian Sea for the Wintershall-operated Maria field in the summer of 2016. These were connected at a depth of 300 meters to the nearby platforms Kristin, Heidrun and Åsgard B, enabling us to use the existing infrastructure for production in the Maria field, in which Wintershall holds a 50% share. Wintershall also has shares in the Ivar Aasen offshore platform installed and started up in 2016. In January 2016, Wintershall obtained shares in seven new exploration licenses on the Norwegian continental shelf from the Norwegian Ministry of Petroleum and Energy. Wintershall will take over operatorship of four licenses. As part of ongoing portfolio optimization, Wintershall Norge AS agreed with Statoil Petroleum AS (both based in Stavanger, Norway) on the sale of its 25% share in the Byrding field on the Norwegian continental shelf. The field, also known by its previous name, Astero, was discovered in 2005 and is located in the Troll/Fram region of the North Sea. Wintershall Norge furthermore divested its 10% share in the Yme license also on the Norwegian continental shelf - to OKEA AS, an oil company based in Trondheim, Norway. In Denmark, we are continuing the transition from the development to the production phase of the Ravn field. The crude oil is to be transported through a subsea pipeline from an unmanned production platform to the A6-A platform 18 kilometers away in the German North Sea. Ravn will be the first field in Denmark that Wintershall Noordzee B.V. (Rijswijk, Norway) transfers to the production phase as operator. The Danish energy ministry granted Wintershall three new licenses in the Danish North Sea at the beginning of 2016. Wintershall is the operator in all three licenses. Russia: The Yuzhno Russkoye natural gas field in western Siberia, in which we have a 35% economic interest, has been operating at plateau production since 2009. We hold a 50% stake in the development of Block IA of the Achimov formation in the Urengoy field in western Siberia. The gradual develop- ment of this field was continued and 78 wells were producing at the end of 2016. We will develop blocks IV and V of the Achimov formation together with Gazprom. 5 million BOE Development of Edvard Grieg field 2018 7 million BOE 2016 9 million BOE Development of Vega-Pléyade field Development of Maria field Startup per year¹ Plateau/peak production Project The BASF Group business year - Oil & Gas Development of Aasta Hansteen field Management's Report 87 1 BASF's share in barrels of oil equivalent (BOE) Siberia, Russia North Sea, Norway Argentina Location Capital expenditures BASF Report 2016 For information on current reserves, see pages 88 and 223 South America: We hold shares in a total of fifteen onshore and offshore fields in Argentina. In February 2016, the offshore field Vega Pléyade, operated by Total Austral S.A., began production off the coast of Tierra del Fuego. We drilled addi- tional wells as an operator in the Vaca Muerta shale formation in the Neuquén province, as stipulated in the joint operation agreement between Wintershall Energía S.A. (Buenos Aires, Argentina) and Gas y Petróleo del Neuquén S.A. (Neuquén, Argentina). Wintershall signed a memorandum of understanding in April 2016 with the National Iranian Oil Company on a potential collaboration. In Abu Dhabi, we began drilling our second appraisal well as operator in the development of the Shuwaihat sour gas field in November 2016. It is Wintershall's first offshore exploration well in the Shuwaihat field. North Africa / Middle East: In Libya, we are the operator of eight oilfields in the onshore concessions 96 and 97. Due to difficult political conditions, we were only able to start produc- ing in concession 96 again on September 16, 2016, at a low level of 35,000 BOE a day. No production took place in con- cession 97 in 2016. At the Al Jurf oilfield off the coast of Libya, in which we have a stake, operations could be continued without interruption. 2 Year completed Low oil and raw material prices weighed on sales, espe- cially at the beginning of the year. While sales prices did sub- stantially recover over the year, they still showed an overall decline for 2016. Sales were also dampened by negative cur- rency effects and portfolio measures such as the sale of the textile chemicals business in June 2015, parts of our pharma- ceutical ingredients and services business in September 2015, and the polyolefin catalysts business in July 2016. Sales in Other decreased considerably. Volumes growth of around 5% in this region was only partially able to offset these effects. We raised sales volumes in all segments. 9,632 As part of our regional strategy, we want to further increase the proportion of sales from local production in Asia Pacific in the years ahead. We once again made progress toward this goal: In Korla, China, we started up a polytetrahydrofuran (PolyTHF) plant with our partner Markor, and in Shanghai, China, we completed the modification of the polyvinyl- pyrrolidone plant. In Kuantan, Malaysia, we and our partner PETRONAS started up a production plant for 2-ethylhexanoic acid and finished construction of the new aroma chemicals complex. Further endeavors, such as catalyst production plants in Caojing, China, and Rayong, Thailand, are currently under construction and progressing on schedule. Percentage of relevant suppliers evaluated for their sustainability performance 70% What we expect from our suppliers · Global Supplier Code of Conduct Country-specific risk analysis forms basis of new supplier selection ■ Both new and existing suppliers are selected and evaluated not only on the basis of economic criteria, but also on environ- mental, social and corporate governance standards. Our Supplier Code of Conduct is founded on internationally recog- nized guidelines, such as the principles of the United Nations' Global Compact, the International Labor Organization (ILO) conventions and the topic areas of the Responsible Care Initiative. The Code of Conduct covers compliance with human rights, labor and social standards, and antidiscrimination and anticorruption policies in addition to protecting the environ- ment. The Code is available in 26 languages. 2020 Goal A country-based risk analysis forms the basis of our selec- tion process for new suppliers. As a result of the country- related risks identified in South America and Asia, we queried around 2,100 suppliers in 2016 on their commitment to the values of our Supplier Code of Conduct. We moreover pro- vided training to a total of 267 suppliers with an elevated sus- tainability risk, especially in Asia and South America, in 2016. Worldwide procurement From our suppliers, we obtain raw materials, technical goods, and services from technical to logistics and building facility services. BASF acquired raw materials, goods and services for our own production totaling approximately €34 billion in value from more than 70,000 suppliers around the world in 2016. Around 90% of this was locally sourced. With regard to our suppliers, there were no substantial changes in our value chain in 2016. ■"Together for Sustainability" initiative aims to harmonize and standardize supplier assessments and audits 104 raw material supplier sites audited BASF is a founding member of the Together for Sustainability (TFS) initiative of leading chemical companies for the global standardization of supplier evaluations and auditing. With the help of TfS, we promote sustainability in the supply chain. The initiative aims to develop and implement a global program for the responsible supply of goods and services and improve suppliers' environmental and social standards. The evaluation process is simplified for both suppliers and TfS member com- panies by a globally uniform questionnaire. The initiative's members conducted a total of 1,773 sustainability assess- ments and 241 audits in 2016. Membership has tripled since the initiative was founded; there were 19 members in 2016. 1 We define relevant suppliers as those showing an elevated sustainability risk potential as identified by risk matrices and with respect to corresponding country risks. Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. EBIT in the region grew by 147% to €1,098 million. This was mainly due to higher volumes and margins in all segments. Through strict cost management, fixed costs rose only slightly compared with the previous year, despite the startup of sever- al new plants. In addition, we instructed 292 procurement employees on sustainability-oriented supplier management. These are ways in which potential supply chain risks can be identified and minimized together with our suppliers. With our sustainability-oriented supply chain management, we contribute to risk management by clarifying our expectations and standards for our suppliers, and by supporting them in carrying out our specifications. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development transparent. In order to achieve this, we set ourselves an ambitious goal: By 2020, we aim to eval- uate the sustainability performance of 70% of the BASF Group's relevant suppliers¹ pursuant to our risk-based approach and develop action plans for any necessary improvements. The proportion of evaluated relevant suppliers was at 32% by the end of 2016. Furthermore, our Procurement competence center supports BASF's business units in devel- oping solutions to stand out from the competition in address- ing customers' market-specific requirements. Evaluating our suppliers Our objective is to secure competitive advantages for BASF through professional procurement structures. Our suppliers are an important element of our value chain. Together with them, we aim to create value and minimize risks. Strategy South America, Africa, Middle East ■ Sales down 6% to €4,135 million - At €4,135 million, sales for companies headquartered in South America, Africa, Middle East fell 6% below the level of 2015. In local currency terms, sales were up by 2%. Gross domestic product shrank in South America primarily as a consequence of the continuing recession in Brazil as well as the economic environment and structural reforms in Argen- tina. Our sales declined slightly under these conditions. Price increases enabled us to partly offset negative currency effects, especially from the depreciation of the Argentinian peso, and weaker sales volumes. Sales declined in the chemicals¹ and crop protection businesses but rose in the Oil & Gas segment. Companies in Africa and in the Middle East posted a con- siderable sales decrease owing to currency effects and down- ward pressure on prices. The drop in sales in South Africa was primarily due to the depreciation of the rand; this particularly affected the Functional Materials & Solutions segment. In the Middle East, a slump in selling prices affected by falling raw material prices negatively impacted our business in the Perfor- mance Products and Functional Materials & Solutions seg- ments. EBIT grew by 29% to €432 million, supported especially by the higher contribution from the chemicals business. Production plant for 2-ethylhexyl acrylate now in operation in Guaratinguetá, Brazil Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. 92 Management's Report Responsibility along the value chain - Suppliers Responsibility along the value chain Suppliers Suppliers Production Customers In South America in 2016, we continued implementing a series of structural measures that increase our productivity and sharpen the focus on our customers' needs. We have expanded our production in Guaratinguetá, Brazil, with the startup of a 2-ethylhexyl acrylate plant that will allow us to tap into the region's growing demand. BASF Report 2016 Our worldwide standards for occupational medicine and health protection are specified in a directive that is implemented by a global network of experts. Our global health management serves to promote and maintain the health and productivity of our employees. This was supported by numerous emergency drills and health promotion measures in 2016. ■ Focus in 2016: heart attack and stroke prevention ■ Global standards for occupational medicine and health protection Health protection 3.3 1.9 1.5 1.4 1.4 1.4 We measure our performance in health protection using the Health Performance Index (HPI). The HPI comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Each component contributes a maximum of 0.2 to the total score. The highest possible score is 1.0. Our goal is to reach a value of more than 0.9 every year. 0.5 1.7 Process safety Responsibility along the value chain - Environment, health, safety and security - Production Enhanced training methods We use the number of process safety incidents as a key per- formance indicator, following to a large extent the definition set by the European Chemical Industry Council (CEFIC). In 2016, we recorded 2.0 process safety incidents per one million working hours worldwide (2015: 2.1). We pursue continual improvement by investigating every incident in detail, analyzing root causes and using the findings to derive suitable measures. We set ourselves the goal of reducing process safety incidents to a rate of no more than 0.5 per one million working hours by 2025. 2025 Goal Reduction of worldwide process safety incidents per one million working hours ≤0.5 To this end, we continued our worldwide initiative focusing on plant maintenance, repair and operation. This initiative pro- duced a catalog of successful practices for preventing process safety incidents that has been available in several languages to all production plants worldwide since 2016. 100 Management's Report BASF Report 2016 Our globally implemented management system for process safety provides the framework for the safe construction and operation of our plants as well as the protection of people and the environment. Our experts have developed a protection plan for every plant that considers the key aspects of safety, health and environmental protection from conception to startup and stipulates specific protection measures for each. We continued to review this management system in all regions in 2016. - In order to maintain the highest level of safety at our plants across their entire life cycle, we review the implementation of our protection plans in all facilities at regular intervals and depending on hazard potential. We use globally standardized software to track these safety assessments. One module of this program already used in many of our plants - checks the timely implementation of stipulated measures, supporting our employees in production. We supplemented this in 2016 by updating a global recommendation for prioritizing safety 2025 Goal Expanded initiative for reducing process safety incidents 2012 2013 2014 2015 2016 per one million working hours For more on occupational medicine, health promotion campaigns and the HPI, see basf.com/health For more on the global safety initiative, see basf.com/global-safety-initiative Occupational safety ■ Employees and contractors worldwide instructed on safe behavior ■ Fire at North Harbor in Ludwigshafen We have made it our goal to reduce the worldwide lost-time injury rate per one million working hours to 0.5 at most by 2025. To this end, we promote risk-conscious behavior and safe working practices for every individual, particularly through regular communication, systematic risk assessments, specific qualification measures and our worldwide safety initiatives. We recorded around 118,000 enrollments in occupational safety training courses worldwide in 2016. These seminars comprise not only legally stipulated instructions, but also courses on safe procedures to strengthen our employees' risk-aware behavior and prevent work-related accidents. 2025 Goal Reduction of worldwide lost-time injury rate measures. <0.5 In 2016, 1.4 work-related accidents per one million working hours occurred at BASF sites worldwide (2015: 1.4), raising the rate of chemical-related accidents to 9% (2015: 8%). The rate of work-related accidents per one million working hours for contractors was at 1.5 in 2016 (2015: 1.4¹). Unfortunately, there were four incidents in 2016 with a total of seven fatalities (2015: two fatal work-related accidents). BASF is performing a comprehensive analysis of the incidents and using the findings to derive appropriate measures. During maintenance work in Camaçari, Brazil, an employee of a crane company suffered fatal injuries when the crane he was operating tipped over. In May, an employee of an external company hired by BASF to perform maintenance work in Yeosu, South Korea, died from the effects of phosgene expo- sure. The cause of the accident was investigated by BASF and the relevant Korean authorities. In February 2017, the court responsible for the case ruled that the accident was attribut- able to carelessness on the part of individual employees. The 2015 figure was adjusted to reflect a revised hour-counting method for contractors in Asia. BASF Report 2016 Management's Report 99 Responsibility along the value chain - Environment, health, safety and security - Production Although the court did not identify any technical or process defects, a small monetary penalty was nevertheless imposed on BASF. After the accident, BASF reviewed the safety mea- sures and processes at all of its isocyanate production sites worldwide and once again clarified these to employees. An employee of a subcontractor succumbed to his injuries after falling through a roof opening in Kuan Yin, Taiwan, in July. In October, three employees of the BASF fire department lost their lives in an accident at the North Harbor of the Lud- wigshafen site, along with one barge crewman on a tanker moored in the harbor. BASF had contracted a specialist com- pany for pipeline construction to perform scheduled preventive maintenance on an emptied and secured propylene line at the North Harbor. Several pipeline sections were to be replaced. A fire broke out during the work, leading to an explosion and ensuing fires in other pipelines. Six of the severely injured were discharged from the hospital in December; another was kept in the hospital for inpatient treatment. Light injuries were sus- tained by 22 people in the accident. The district attorney's office of the city of Frankenthal is investigating the accident. BASF is supporting assessors and authorities in their inspec- tions and has also hired an independent expert to analyze the causes of the accident. For more on the fire in Ludwigshafen, see basf.de/fire-northharbor For more on occupational safety, see basf.com/occupational_safety Lost-time injury rate per one million working hours With an HPI of 0.96, we were once again able to fulfill the ambitious goal of exceeding 0.9 each year (2015: 0.97). Our 2016 global health campaign for employees centered on heart attack and stroke prevention. To obtain a self-evaluation of their heart's age and their risk of heart attack and stroke, our employees filled out around 32,000 questionnaires worldwide. The offer included personal recommendations for individual risk factors and contact with a physician in the case of increased risk. Annual goal Health protection Health Performance Index Maximum score 1.0 >0.9 Our 2017 global health campaign will focus on the lungs and respiratory system. We raise employee awareness of these topics through offers tailored toward specific target groups. The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. 2002 2011 To strengthen risk awareness, we enhanced our training methods, introduced global recommendations for training measures and instructed around 13,000 course participants. For more on process safety, see basf.com/process_safety Production Regular review of emergency systems 2020 Goal Risk assessment of products that we sell in quantities of more than one metric ton per year >99% REACH and other legal requirements Third registration phase of REACH in progress We are working continuously on registering substances pro- duced in annual volumes between one and one hundred metric tons for the third phase of the E.U. chemicals regulation, REACH. We have already registered over 250 substances to this end. Moreover, our REACH activities are increasingly determined by E.U. authorities' decisions on additional studies in connection with the evaluation of submitted dossiers. Inde- pendently of this, BASF is also obligated to continuously update the registration dossiers it has submitted. The number of updates has meanwhile exceeded the number of registra- tions, although over 90% of the updates are undertaken on our own initiative and not as a response to official inquiry. We apply the experience we have gathered with REACH to fulfill new legal requirements around the world, such as in Korea, Taiwan and Turkey. In 2016, we submitted more than 8,000 preregistrations in Taiwan in order to secure our business activities there. In an increasingly political agrochemical environment, we are facing a rise in both regulatory requirements and the num- ber of additional studies required to obtain or extend approval for crop protection products. 102 Management's Report Responsibility along the value chain - Environment, health, safety and security - Product stewardship BASF Report 2016 Environmental and toxicological testing Use of alternative and complementary methods for animal studies Before launching products on the market, we subject them to a variety of environmental and toxicological testing. We apply state-of-the-art knowledge already in the research and devel- opment phase of our products. We only conduct animal studies when they are required by law and approved by respective authorities. Animal studies are at times stipulated by REACH and other national legislation outside the European Union in order to obtain more information on the properties and effects of chemical products. In 2016, our Experimental Toxicology and Ecotoxicology department began work together with a total of 39 partners on one of the largest European collaborative projects for alterna- tive methods. The project, planned to run for six years, aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted largely without ani- mal testing. For more on alternative methods, see basf.com/alternative_methods the safety of nanomaterials. We published the results in over 100 scientific articles. One important finding is that toxicity is determined not by the size of the particles but by the intrinsic properties of the substance. The European Chemicals Agency (ECHA) as well as the OECD and national authorities are currently developing regula- tory concepts to test and assess nanomaterials. We contribute our expertise through various working groups, such as the Partner Expert Groups (PEGs) of the ECHA or the Business and Industry Advisory Group (BIAC) of the OECD. These regu- latory concepts are all based on a new approach for the tar- geted investigation of nanomaterials. We developed them together with the European Centre for Ecotoxicology and Toxicology of Chemicals (ECETOC) and other experts and expanded them further using concrete examples in 2016. An important prerequisite for the consistent application of regulatory specifications for nanomaterials is their clear identi- fication. Together with partners, we have developed a tiered, efficient measurement method in various E.U. projects that is currently being validated for use in REACH. Transparency is another issue. In our Nano dialog forum, we meet with environmental and consumer agencies to dis- cuss questions on nanomaterial safety and transparency and develop joint recommendations for political representatives. We wrapped up another series of talks in BASF's Nano dialog forum with a report and an event in Brussels in 2016. BASF makes successful use of biotechnology. We pro- duce a range of established products with the help of biotech- nological methods. This provides us with a great wealth of experience in the safe use of biotechnological methods in research and development as well as in production. When employing biotechnology, we adhere to all standards and legal regulations. We are guided by the code of conduct set out by EuropaBio, the European biotechnology association that actively supports a science-based, transparent and predict- able regulatory framework. The association addresses soci- ety's ethical concerns, and promotes better mutual under- standing of such issues through dialog. For more on nanotechnology and the Nanotechnology Code of Conduct, see basf.com/nanotechnology Management of new technologies Continual safety research on nano- and biotechnology Technologies such as nanotechnology or biotechnology offer solutions for key societal challenges – for example, in the areas of climate protection or health and nutrition. - Safe handling of nanomaterials is stipulated in our Nano- technology Code of Conduct. We are constantly expanding our knowledge of nanomaterial safety. Over recent years, we have conducted more than 240 toxicological and ecotoxicological studies and participated in over 30 different projects related to By 2020, we will conduct risk assessments for all substances and mixtures BASF sells worldwide in quantities of more than one metric ton per year. We already reached 75.4% of this goal in 2016 (2015: 67.8%). The risk associated with using a substance is determined by the combination of its hazardous properties and its potential exposure to people and the envi- ronment. Global goal For more on GPS, see basf.com/en/gps In addition, we are also involved in workshops and training seminars in developing countries and emerging markets. In 2016, for example, we conducted training sessions for chemical industry representatives on GPS in China, India and Kenya on safe chemical management. In order to facilitate public access to information, we are participating in the setup of an ICCA online portal that provides more than 4,600 GPS safety summaries. Global qualification program for emergency response teams In order to ensure uniformly high standards around the world for safety, security, health and environmental protection, we continued to implement our requirements for emergency response planning and fire prevention in the BASF Group in 2016. We work, for example, with site-specific emergency response plans and actively involve situation-related partners and suppliers as well as cities, communities and neighboring companies. We regularly check our emergency systems and drill pro- cedures with employees, contractors and local authorities. Through 173 drills and simulations in 2016, we instructed participants in our emergency response measures. One topic, for example, revolved around collaboration between produc- tion facilities and the fire department. Through our SPIDER Emergency Response and Informa- tion Center Verbund, our specialists from the site fire depart- ment, emergency medical team, site security, and environ- mental protection can work together quickly and reliably across different sites around Europe. Our central emergency response supports local emergency response units around the world and around the clock. We have been using the KATWARN system at the Ludwigs- hafen site since 2015, an app-based warning system that serves as an additional information channel to quickly inform site employees and neighbors of dangerous situations. We are constantly improving its use. We developed a global qualification program in 2016 to train our emergency response teams. All over the world, men- tors from the BASF SE fire department support local emer- gency response instructors at the sites with their knowledge, contributing to safety. For more on emergency response, see basf.com/emergency_response Corporate security Worldwide network of information protection officers We protect our employees, sites and company know-how against third-party interference, and establish the necessary framework worldwide with our uniform concepts. Audits enable us to check the implementation of these measures. New online training courses are available to our employees to prepare them for travel. Business travelers, transferees, and employees in countries with elevated security risks are informed about appropriate protection measures and individu- ally counseled where necessary. After any major incident, we now have the possibility of more quickly and accurately locat- ing employees in the affected regions through a travel research system that was globally standardized in 2016. Aspects of human rights related to site security, such as the right to liberty and security of person, are a component of the global qualification requirements of our security personnel. Respect for human rights is a mandatory element of any con- tract with service providers of the BASF Group who are active in this area. Our investment projects include performing com- prehensive analyses of potential risks. In 2016, we standard- ized the use of security services at further European sites in order to increase effectiveness and efficiency. Due to the increasing risks associated with the use of infor- mation technology, a global campaign for employees is draw- ing attention to how we can even better protect our company knowledge. For example, a global phishing simulation further strengthened our employees' awareness of risks. Our world- wide network of information protection officers comprises more than 650 employees. They support the implementation of our uniform requirements and conduct seminars on secure behaviors. We provided information protection instruction to more than 27,000 participants in 2016. In addition, we pub- lished standardized Group-wide recommendations for the protection of information and knowledge. Emergency response For more on corporate security, see basf.com/corporate-security Product stewardship Suppliers diverse safety and security topics at our training center. The training center was opened as part of our 2010 safety initia- tive; more than 19,000 participants received training there in 2016. Management's Report 101 Responsibility along the value chain - Environment, health, safety and security - Product stewardship Customers We review the safety of our products from research and development through production and all the way to our customers' application. We work continuously to ensure that our products pose no risk to people or the environ- ment when they are used responsibly and in the manner intended. Strategy Global directives with uniformly high standards for product stewardship We ensure uniformly high standards for product stewardship worldwide and our voluntary initiatives go beyond legal requirements. We monitor the compliance of our guidelines with regular audits. We provide extensive information on our chemical sales products to our customers with safety data sheets in more than 40 languages. This is achieved with the help of a global database in which we maintain and evaluate continuously updated environmental, health and safety data for our sub- stances and products. Our global emergency hotline network provides information around the clock. We train and support our customers in fulfilling their industry-specific or application- specific product requirements. The Care Chemicals division, for example, is involved in the European Federation for Cosmetic Ingredients, EFfCI. Together with other producers of cosmetic ingredients, we discuss the best way to cover our customers' demand for information. The aim is to enable them to ensure the safety of the cosmetic products they manufacture in accordance with current scientific knowledge. This includes knowledge that extends back along the value chain to the production pro- cesses of the chemical raw materials used. The Intermediates division supports information exchange with customers who manufacture ingredients for personal end-user products. For example, BASF customers such as industrial producers of raw materials for consumer goods are specifically addressed and advised by BASF's experts as soon as a change is observed in the risk assessment of materials used in the production process. With our global risk assessment goal, we are supporting the implementation of initiatives such as the Global Product Strategy (GPS) of the International Council of Chemical Asso- ciations (ICCA). GPS is establishing worldwide standards and best practices to improve the safe management of chemical substances. BASF Report 2016 With our global safety initiative begun in 2008, we have creat- ed the conditions necessary for the continuous development of a safety culture. Process safety and information protection were the main theme of our 2016 Global Safety Days, carried out in more than 860 activities at around 350 sites. Topics included product spillage prevention; reducing environmental, health and safety hazard potential; and proper conduct in handling sensitive information. More than 75,000 employees and contractors around the world took active part. This com- mitment and vigorous exchange make a major contribution to our safety culture. At the Ludwigshafen site, employees and contractors can obtain continuous further education on We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Associ- ation for Assessment and Accreditation of Laboratory Animal Care - the highest standard for laboratory animals in the world. We are continually developing and optimizing alternative and complementary methods, and we use them wherever it is possible and approved by the authorities. We use alternative and complementary methods in more than a third of our tests. Currently, 30 replacement and supplementary methods are being used in our labs and another 12 are in the development stage. BASF spent €3.0 million toward this purpose in 2016. One focus area of our research in 2016 and subsequent years is the development of alternative methods for testing the potential of substances that negatively affect organisms' growth and development. Process safety and information protection dispersions, plastics such as polyamides and polyurethanes, and for intermediates available on the market as "drop-in products." These can be used in place of previously employed products in the production process without having to change the process itself. Together with Avantium, BASF established the Amsterdam- based Synvina C.V. joint venture in 2016 to produce and market furandicarboxylic acid (FDCA) from renewable resources. FDCA is a key chemical component of poly- ethylenefuranoate (PEF), which will also be marketed by the joint venture. PEF has a broad application profile and is espe- Ocially suitable for producing certain food packaging materials, such as films and plastic bottles. Compared with conventional plastics, PEF demonstrates higher barrier properties for gases like carbon dioxide and oxygen, leading to a longer shelf life for packaged products. In addition, its higher degree of mechani- cal strength allows for thinner - and therefore lighter - packag- ing. We also offer our customers 1,4-butanediol (BDO) on a commercial scale using sugars as a renewable feedstock, based on a licensing agreement with the company Genomati- ca Inc., headquartered in San Diego, California. We use BDO to produce bio-based polytetrahydrofuran 1000 (PolyTHFⓇ 1000), which primarily serves as a chemical component in thermoplastic polyurethane (TPU), an ingredient used to manufacture skis and roller skates, shoe soles, dashboard films in the automotive industry, and other products. Palm oil, palm kernel oil, and their derivatives are some of our most important renewable raw materials. We want to ensure that the raw materials stem from sustainable, certified sources and actively support the Roundtable on Sustainable Palm Oil (RSPO). Based on the voluntary commitment to sus- tainably source palm oil products that we expanded in 2015, we increased our purchase of certified palm kernel oil by around 32,000 metric tons to 158,000 metric tons in 2016. In addition, our new BASF Palm Sourcing Policy addresses the requirements for protecting and preserving forests and peat- land, along with the involvement of local communities in deci- sion-making processes, and we began its implementation together with our suppliers in 2016. We have intensified our dialog with partners along the value chain. In order to involve smallholder farmers and improve their living conditions, BASF and Henkel are working together with the development organization Solidaridad to provide training for around 5,500 farmers in Indonesia. BASF also advanced the RSPO certification of its sites for cosmetic ingredients. In 2016, 19 production sites worldwide were already RSPO certified. Our goal is to only source palm oil and palm kernel oil with RSPO certification, provided it is available on the market. This voluntary commitment has been expanded to include the most important intermediate products based BASF Report 2016 on palm oil and palm kernel oil up to 2025; these include fractions and primary oleochemical derivatives as well as edi- ble oil esters. We successfully completed our joint project with Cargill and the German governmental agency for international coop- eration (Gesellschaft für Internationale Zusammenarbeit, or GIZ) on the sustainable production of coconut oil in the Philip- pines in 2015. Since then, small-holder farmers have been producing the world's first Rainforest Alliance-certified dried coconut meat (copra), from which the oil is extracted. In a follow-up project, BASF is working together with Cargill, Proc- tor & Gamble and the GIZ to support the expansion of a certi- fied and transparent supply chain for coconut oil in the Philip- pines and Indonesia. The project is being financed in part by the "develoPPP.de" program of the German Federal Ministry for Economic Cooperation and Development (BMZ). The proj- ect is also expected to result in improved income and living standards for around 3,600 small farmers. BASF signed a contract in 2016 together with Arkema and Jayant Agro, along with the non-governmental organization Solidaridad, to promote sustainability in the castor oil supply chain. With the Sustainable Castor Initiative - Pragati, the project members want to improve the livelihood of castor oil farmers and their employees in India by helping them optimize their yield and reduce the impact on the environment. Further- more, a sustainability code is being developed that will enable Indian farmers to offer the first certified sustainable castor oil on the global market. The project is initially scheduled to run for three years. For more on the Biomass Balance Approach, see page 62 For more on palm (kernel) oil, see page 68 For more on our voluntary commitment to palm oil products, see basf.com/en/palm-dialog Mineral raw materials We procure a number of mineral raw materials, like precious metals, that we use to produce process and mobile emissions catalysts. In suspected cases, we track the origins of minerals - as defined in the Dodd-Frank Act - to see if they come from mines in conflict regions. We reserve the right to conduct an external audit and, if necessary, terminate our business relation- ship. The suppliers addressed have confirmed to us that they do not source minerals matching this definition of conflict minerals from the Democratic Republic of the Congo or its neighboring countries. BASF is observing the current development of a European regulation on conflict minerals that creates obligations for import- ers and processors of mineral raw materials originating from conflict regions. Management's Report 95 Responsibility along the value chain - Raw materials 96 Management's Report Responsibility along the value chain - Environment, health, safety and security - Responsible Care Management System Environment, health, safety and security Responsible Care Management System Suppliers Production Customers BASF Report 2016 We act responsibly as an integral part of society and have set out the framework for our voluntary commitments in our Responsible Care Management System. We never compromise on the safety and security of our employees, contractors and neighbors as well as our facilities, trans- portation and products, and the environment. Strategy Worldwide safety initiatives foster awareness of workplace safety Ambitious goals for safety, security, health and environmental protection BASF's Responsible Care Management System comprises the global rules, standards and procedures for safety, security, health and environmental protection for the various stations along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distri- bution of our products as well as our customers' application of the products. Specifications for implementing these measures are laid out in binding directives that are introduced in consulta- tion with employee representatives. These describe the relevant responsibilities, requirements and assessment methods. At our sites, we cover energy and climate protection through, for exam- ple, our energy management. We also further established our "biomass balance" approach on the market in 2016. The goal here is to replace natural gas and naphtha at the beginning of the value chain with biogas and bio-naphtha from certified sustainable pro- duction. Should a customer select a biomass-balanced prod- uct, the proportion of renewable feedstock to be used is cal- culated based on the formulation. The calculation is certified by an independent third party (TÜV Süd). Our Verbund pro- duction ensures that the properties and quality of all end products remain unchanged and that our customers can use them as usual. This method has already been applied for more than 40 BASF products - for example, for superabsorbents, Numerous projects to improve sustainability along the value chain Joint venture with Avantium ■ BASF Report 2016 at Global Safety Days Management's Report 93 Responsibility along the value chain - Suppliers We conducted a Supplier Day in Mumbai, India, in 2016 as part of the TfS initiative. TfS also provided training to suppliers at the annual China Petroleum and Chemical Industry Federa- tion (CPCIF) Conference in Shanghai, China, in order to strengthen awareness for sustainability in the region. Using TFS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. We drive these processes through a sustainability-oriented IT tool. Suppliers with an elevated sustainability risk are identified using risk matrices. Furthermore, our purchasers indicate the suppliers for whom they see a potentially elevated sustainabil- ity risk. We additionally check various information sources to see if any suppliers have been observed in connection with negative sustainability incidents. Based on these analyses, we audited a total of 104 raw material supplier sites on sustain- ability standards and had 551 sustainability assessments conducted by an external service provider in 2016. If we identify potential for improvement, we support suppli- ers in developing measures to fulfill our standards. We conduct another review according to a defined timeframe based on the sustainability risk measured. If the weak points discovered were particularly severe and we are unable to confirm any improvement, we reserve the right to terminate the business relationship. This occurred in two cases in 2016. We use this approach to evaluate suppliers with an elevated sustainability risk at least every five years. The approach itself is reviewed every two years to identify possibilities for optimization. For more on "Together for Sustainability," see basf.com/en/together-for-sustainability Supplier training In 2016, we continued our collaborations in China and Brazil to instruct suppliers on sustainability standards. We have devel- oped a training program for China together with the East China University of Science and Technology in Shanghai. In Brazil, we are pursuing the same approach together with the Espaço Eco® Foundation. Through these cooperations, 267 suppliers received training in 2016. Audit results Our audits have revealed some deviations with respect to working hours and payment of the minimum wage, especially in China. Here, we have called for improvements on the part of our suppliers. None of our 2016 audits identified instances of child labor. For the suppliers we reviewed, persons under 18 were excluded from overtime and dangerous work; we found one case of unauthorized night work. We did not find any inci- dences of forced labor in 2016. In August 2012, during an extended mining strike involving workers of the London-based platinum supplier Lonmin Plc in Marikana, South Africa, the conflict escalated and culminated in a violent confrontation between mine workers and armed South African police. Lonmin mine workers were among the fatalities. In June 2015, the Farlam Report commissioned by the South African government was released on the incidents.¹ BASF undertook a thorough examination of the issues raised. We intensified our regular exchange with both Lonmin and with local stakeholders, such as leading industry and human rights representatives. Discussions included Lonmin's measures for improving the living conditions of its workers. We regularly conduct audits to monitor our performance and progress. We use the findings from these audits for continual improvement. At the end of 2015, BASF had an Environment, Social, Governance audit conducted at Lonmin by an internationally recognized audit firm, in accordance with enhanced TfS requirements. In the process, deficits were detected in areas such as the grievance process for workers and residents, as well as safety and security. Based on the results, BASF enhanced the questionnaire and expanded it with a view to industry-specific challenges in the mining sector. A follow-up audit conducted in January 2017 is currently being evaluated. We will use our sphere of influence within the platinum value chain to create awareness for industry-specific challenges and develop approaches for solutions together. 1 The Farlam Report found that the actions of the South African police forces and the striking miners were the primary cause of the violence. The Report also questioned whether Lonmin had used its best endeavors to prevent the incident. 94 Management's Report Responsibility along the value chain - Raw materials Raw materials Suppliers Production Customers BASF Report 2016 Responsible resource management is an integral part of our strategy. It is applied within the company through our Verbund concept, our innovative products and the use of renewable raw materials. In the search for alternative raw materials, we employ solutions that contribute to sustain- ability. Strategy The Verbund system is an important component of our resource efficiency strategy: The by-products of one plant often serve as feedstock elsewhere, thus helping us to use raw materials more efficiently. In 2016, BASF purchased a total of around 30,000 different raw materials from more than 6,000 suppliers. Some of our most important raw materials are naphtha, natural gas, methanol, ammonia and benzene. In addition to fossil resources, we also employ renewable raw materials. We use these to manufacture products that either cannot be made with fossil resources, or only at significantly greater expense. Renewable raw materials also give us the opportunity to expand our raw material basis. Depending on the application, the better solution can be fossil or renewable raw materials; renewable raw materials are not per se sustain- able, but can contribute to sustainability by, for example, reducing greenhouse gas emissions. Renewable resources For more on suppliers, see basf.com/suppliers We set ourselves ambitious goals for safety, security, health and environmental protection. Our policies and requirements are constantly updated. In 2016, around 5.4% of the raw materials we purchased worldwide were from renewable resources. To make the use of these materials more competitive, we work on product inno- vations based on renewable raw materials as well as on enhancing production processes in reaction technology and preparation. We assess the potential risks and weak points of all our acti- vities from research to production and logistics and the effects of these on the safety and security of our employees, the environment or our surroundings. In our databases, we docu- ment accidents, near misses and safety-related incidents at our sites as well as along our transportation routes; appropriate measures are derived according to specific cause analyses. We foster awareness of workplace safety in every individual with our worldwide safety initiatives. We recorded two incidents in 2016 with spillage of more than 200 kilograms of dangerous goods (2015: 2). None of these transportation incidents had a significant impact on the envi- ronment (2015: 0). Accident prevention and emergency response Dangerous goods inspections expanded in contract management system ■ Inspection program introduced for container barges In order to ensure that our processes are even safer and create globally uniform standards, we introduced extended danger- ous goods checks into our order management system in 2016. We broadened the training opportunities for our employees and added new e-learning modules, such as the introduction of a multilingual training module in Europe on the road trans- portation of hazardous goods. We stipulate worldwide requirements for our logistics ser- vice providers and assess them in terms of safety and quality. In 2016, we evaluated around 370 companies in all regions. Our experts use our own evaluation and monitoring tools as well as internationally approved schemes. We added container barges to our existing inspection program in 2016. This includes not only evaluating the vessels themselves, but also the management systems of the shipping companies to review their safety standards. We regularly evaluate the risks in transporting raw materials with high hazard potential using our global guideline. It is based on the guidelines of the European Chemical Industry Council, CEFIC. Activities in external networks We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the International Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emer- gency Response System (TUIS), in which BASF plays a coor- dinating role. In 2016, we provided assistance to other com- panies in 176 cases worldwide. We apply the experience we have gathered to set up similar systems in other countries: For example, we intensified our activities in South America in 2016. 98 Management's Report - Responsibility along the value chain - Environment, health, safety and security - Production Production Suppliers Production Customers BASF Report 2016 We never compromise on safety. For occupational and process safety as well as health and environmental pro- tection and corporate security, we rely on comprehensive preventive measures as well as on the involvement of all employees and contractors. Our global safety and secu- rity concepts serve to protect our employees, contractors and neighbors as well as to prevent property damage and protect information and company assets. In this way, we help prevent injury, production outages and environmen- tal damage. Strategy ■ Global safety standards Strengthening risk awareness We have set ourselves ambitious goals for occupational and process safety as well as health protection. We stipulate globally mandatory standards for safety, security and health protection. A worldwide network of experts supports us in their implementation. Tried-and-true processes and solutions are documented and made globally available through net- works and structured exchange. We regularly conduct audits on safety, security, health and environmental protection in order to monitor progress toward our goals. Risk-conscious working behavior is promoted for every individual through measures like systematic hazard assessments, specific quali- fication measures and global safety initiatives. Based on our corporate values, leaders serve as safety role models for our employees. Together, they contribute to the constant develop- ment of our safety culture. _ Global safety initiative Transportation incidents In 2014, we had already nearly achieved the BASF Group goal of reducing the number of worldwide transportation accidents per 10,000 shipments by 70% from 2003 to 2020. Therefore, in our reporting on transportation incidents, we have focused since 2015 on dangerous goods spillages that significantly impacted the environment. We report on dangerous goods leaks of BASF products in excess of 200 kilograms on public transportation routes, provided BASF arranged the transport. For more, see basf.com/distribution_safety and basf.com/emergency_response 2015 For more on Responsible Care, see basf.com/en/responsible-care Audits Strategy 121 safety, security, health and environmental protection audits performed at 80 sites Regular audits help ensure that standards are met for safety, security, health and environmental protection. We conduct audits at BASF sites and at companies in which BASF is a majority shareholder. We have defined our regulations for Responsible Care audits in a global Group requirement. During our audits, we create a safety and environmental profile that shows if we are properly addressing the existing hazard poten- tial. If this is not the case, we agree on measures and conduct follow-up audits on their implementation. Our internal audit system complies with the standards for external auditing procedures ISO 19011 and OHSAS 18001. Worldwide, 155 BASF production sites are certified in accor- dance with ISO 14001 (2015: 180)1. In the BASF Group in 2016, 121 environmental, safety and security audits were carried out at 80 sites, along with 37 short-notice audits on various topics at 33 sites. We audited 30 sites with respect to occupational medicine and health protection. For more on occupational safety and health protection, see page 98 onward Costs and provisions for environmental protection in the BASF Group (million €) 2016 Operating costs for environmental protection Investments in new and improved 1,011 962 206 346 environmental protection plants and facilities² Provisions for environmental protection Management's Report 97 Responsibility along the value chain - Environment, health, safety and security - Transportation and storage 588 538 2 Investments comprise end-of-pipe measures as well as integrated environmental protection measures. Our regulations and measures for transportation and ware- house safety cover the delivery of raw materials, the storage and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. 3 Values shown refer to December 31 of the respective year. 1 In addition to changes in the site portfolio, the decrease mainly resulted from the sites' aim to be certified in accordance with ISO 50001 due to our energy efficiency goal. BASF Report 2016 measures and remediation³ Transportation and storage Suppliers Production Customers Carbon footprint and climate protection products ■ Customers' use of climate protection products sold in 2016 avoids 540 million metric tons of CO2 equivalents ■ Reporting on greenhouse gas emissions along the entire value chain 3 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes Greenhouse gas emissions along the BASF value chain in 20164 (million metric tons of CO, equivalents) 2 Scope 1 and Scope 2 (location-based) according to the GHG Protocol Standard, excluding emissions from the generation of steam and electricity for sale to third parties; information on market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc Prevention of greenhouse gas emissions through the use of BASF products (million metric tons of CO2 equivalents) 57.423 57.262 599 494 BASF has been publishing a comprehensive corporate carbon footprint since as early as 2008. This reports on all emissions along the value chain and shows the volume of emissions prevented through the use of our climate protection products. We plan our climate protection activities along the value chain based on our corporate carbon footprint. 55.759 617 Through various measures to reduce our raw material and energy requirements, the emission of greenhouse gases asso- ciated with producing the raw materials was decreased by a total of around 155,000 metric tons in 2016. For more on our emissions reporting, see basf.com/corporate_carbon_footprint Our climate protection products help us offer solutions to our customers to avoid greenhouse gas emissions over their entire lifecycle as compared with reference products. Accord- ing to the systematic sustainability analysis we conduct on our portfolio using the Sustainable Solution SteeringⓇ method - such products are referred to as "Accelerator" solutions as using them contributes positively to climate protection and energy. One example is our Green Sense® Concrete tech- nology for sustainable construction: The optimization of the concrete's composition allows for reduced greenhouse gas emissions compared with conventional concrete production. 61 Suppliers Purchased products, services and capital goods (C 1, 2, 3a) 22 BASF Production (including genera- tion of steam and electricity) 18 Disposal Incineration with energy recovery, landfilling (C 12) 4 Transport Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) 46 Customers Emissions from the use of end products (C 11) 4 Other (C 3b, 3c, 5, 8, 13, 15) According to Greenhouse Gas Protocol, Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses An analysis of 24 climate protection product groups revealed that customers' use of products sold in 2016 helped to avoid 540 million metric tons of CO2 equivalents. Every product makes an individual contribution in the value chain of customer solutions. Value chains are assessed in terms of BASF's eco- nomic share of the respective customer solution. On average, 11% of the emissions avoided were attributable to BASF in 2016. The calculation of avoided greenhouse gas emissions was based on the chemical industry standard of the Interna- tional Council of Chemical Associations (ICCA) and the World Business Council for Sustainable Development (WBCSD). () 0.564 - 0.587 39.5 2016 19.976 Emissions along the entire value chain 38.6 42.3 27.3 90 2013 2014 2015 2016 2020 Goal Energy supply and efficiency Verbund system as important component of our energy efficiency strategy Gas and steam turbines in our combined heat and power plants enable us to fulfill around 70% of the electricity demand of the BASF Group. Compared with separate methods of generating steam and electricity, we saved 14.0 million MWh of fossil fuels and prevented 2.8 million metric tons of carbon emissions in 2016. The Verbund system is an important com- ponent of our energy efficiency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, the Verbund saved us around 19.0 million MWh in 2016, which translates to 3.8 million metric tons less of CO2 released to the environment. With combined power and steam generation as well as our continuously enhanced Energy Ver- bund, we were thus able to prevent a total of 6.6 million metric tons of carbon emissions in 2016. We were able to further optimize the resource and energy consumption of our production in numerous projects around the world in 2016. New highly efficient combined heat and power plants started up at the German sites in Düsseldorf- Holthausen and Illertissen as well as at Pontecchio Marconi in Italy. Furthermore, process improvements at many additional sites have led to savings in steam and electricity. We also rely on locally available energy sources for energy supply at our sites. Especially in the growing Asian market, we and our energy suppliers also utilize coal as an energy source since the more climate-friendly natural gas is not available in sufficient quantities at competitive prices. We are exploring the use of renewable energies. These can only become a permanent part of our energy mix if they are competitive in terms of supply security and cost. Our research also contributes to increasing the efficiency of tech- nologies for the use of renewable energy sources. 106 Management's Report Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection Key indicators for energy and climate protection in BASF operations excluding Oil & Gas Greenhouse gas emissions² (million metric tons of CO2 equivalents) Specific greenhouse gas emissions (metric tons of CO, equivalents per ton of sales product) Primary energy demand³ (million MWh) Energy efficiency (kilograms of sales product per MWh) 1 The values for baseline 2002 were not adjusted to reflect the currently applied global warming potential factors. BASF Report 2016 Baseline 2002¹ 2015 24.713 20.133 0.897 Without the use of BASF's climate protection products from third parties Emissions avoided. Production 85% Cooling Discharge 1,644' Surface water / freshwater 1,360 Brackish water / seawater 200 Groundwater 66 Cooling 6,214 Drinking water Thereof recirculating 4,754 21 Reusable wastewater once-through 1,460 Surface water / freshwater Brackish water / seawater Groundwater 1,428 187 11 Certified energy management systems (ISO 50001) introduced at BASF Group sites worldwide, in terms of primary energy demand (%) 2 Production² 247 External treatment plant 15% 1,110 6,461 1,649' With the use of BASF's 570 climate protection products 540 million metric tons BASF Report 2016 Water Suppliers Production Management's Report 107 Responsibility along the value chain - Environment, health, safety and security - Water Customers Water is of fundamental importance in chemical produc- tion. It is used as a coolant, solvent and cleaning agent, as well as to make our products. We are committed to its responsible use along the entire value chain and espe- cially in our production sites' water catchment areas. We have set ourselves a global goal for sustainable water management. Strategy Sustainable water management We aim to use water as sparingly as possible and further reduce emissions to water. To do so, we have set out a Group directive with globally applicable standards. We are introducing sustainable water management at all relevant production sites. These include our major Verbund sites as well as the sites in water stress areas, or regions in which more than 60% of available water is used by industry, household and agriculture. We consider the quantitative, qualitative and social aspects of water use. We want to iden- tify where we can improve at our sites, and use as little water as possible, especially in water stress areas. Together with the city of Guaratinguetá, Brazil, and the Fundação Espaço ECO®, we are engaged in the restoration of the local river basin at our site in Guaratinguetá, Brazil, which provides 90% of the local population's water supply. These efforts aim to improve water quality and increase its availability. We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. In order to ensure transparency in our reporting on water, we once again took part in CDP reporting in 2016. According to CDP, an international nonprofit organization, BASF is a world leader in sustainable water management and was included for the first time in CDP's Water A List. Of the 607 companies evaluated, only 24 of them received the top score of "A" - among them, BASF. CDP's evaluation of sus- tainable water management includes how transparently companies report on their water management activities and what they do to reduce risks, such as water scarcity. CDP also assesses the extent to which product developments - even at the customers of the companies under evaluation can contribute to sustainable water management. For more on the CDP water survey, see basf.com/en/cdp Global goal By 2025, we want to introduce sustainable water manage- ment at all sites in water stress areas and at our Verbund sites, covering 93% of BASF's entire water abstraction. We achieved 42.6% of this goal in 2016. Water stress areas around the world Source: Pfister et al., 2009 108 Management's Report Responsibility along the value chain - Environment, health, safety and security - Water BASF Report 2016 Water in the BASF Group 2016 (million cubic meters per year) Abstraction/ withdrawal Use Conversion factor: 0.75 MWh per metric ton of steam 347 26,936 Total: BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocol¹ (1,000 metric tons of CO2 equivalents) BASF operations including Oil & Gas 2002 2015 Scope 12 CO2 (carbon dioxide) N2O (nitrous oxide) CH(methane) HFC (hydrofluorocarbons) SF (sulfur hexafluoride) Scope 23 Total CO₂ Sale of energy to third parties (Scope 1)4 CO Total 2016 14,634 16,496 16,215 6,407 600 528 244 88 45 61 119 87 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection 0 BASF Report 2016 2 The figures for the 2011 and 2012 business years were not adjusted to the currently applied factors for global warming potential. For more information on our data collection methods, see page 104. BASF Report 2016 18 Management's Report 103 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection Energy and climate protection Suppliers Production Customers As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to reduce emissions along the value chain and utilize, for example, efficient technologies for generating steam and electricity, energy-efficient production processes, and comprehensive energy management. Our climate protec- tion products make an important contribution toward helping our customers avoid emissions. Strategy We are committed to energy efficiency and global climate protection along the value chain We want to reduce greenhouse gas emissions in our produc- tion and along the entire value chain. To this end, we have thoroughly analyzed the greenhouse gas emissions from our production in the past few years and implemented compre- hensive reduction measures. This is how, for example, we have been able to reduce nitrous oxide emissions by more than 95% since 1997. Comparisons with European emissions trading bench- marks show that our greenhouse gas-intensive chemical plants operate at above-average efficiency. To supply our production sites with energy, we rely on highly efficient com- bined heat and power plants with gas and steam turbines, and on the use of heat released by production processes. Around 50% of BASF Group emissions in 2016 resulted from steam and electricity generation in our power plants as well as in our energy suppliers' power plants. Our success also depends on the long-term security and competitiveness of our energy supplies. Furthermore, we are committed to energy management that helps us analyze and further improve the energy efficiency of our plants. We offer our customers solutions that help prevent green- house gas emissions and improve energy and resource efficiency. Around half of our total annual research and devel- opment spending goes toward developing these products and optimizing our processes. Our climate protection activities are based on comprehensive emissions controlling. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol Standard, as well as the sector-specific standard for the chemical indus- try. Since 2004, we have participated in the international non-profit organization CDP's program for reporting on data relevant to climate protection. Reporting to CDP entails an annual analysis performed by our experts of the opportunities and risks that climate change poses for BASF. BASF achieved a score of A- in CDP's rating for 2016, awarding it "Leader- ship" status. Companies on the "Leadership" level are distin- guished by factors such as the completeness and trans- parency of their reporting. They also pursue comprehensive approaches in managing the opportunities and risks associat- ed with climate change as well as emissions reduction strate- gies to achieve company-wide goals. We advocate climate protection by supporting initiatives to this end. The G20 Summit will take place in Hamburg in July 2017, an annual meeting between leaders of state and government of the most influential industrialized countries and emerging markets. Companies from 20 countries - the Business 20 (B20) are working on recommendations for these political leaders. BASF is leading the working group on energy, climate and resource efficiency. The group especially aims for a political environment that enables companies like BASF to make essential contributions to climate protection using their power of innovation. For more on climate protection, see basf.com/climate_protection Reduction of greenhouse gas emissions per metric ton of sales product in BASF operations excluding Oil & Gas¹, 2 (%) 2002 Baseline 2011 2012 2013 2014 2015 2016 2020 Goal -34.6 -33.4 -34.1 -33.9 -34.6 -37.2 -40.0 1 The figure for 2011 was not adjusted to reflect the scope of consolidation pursuant to International Financial Reporting Standards 10 and 11. For more information on our data collection methods, see page 4. 104 Management's Report 37.6 million MWh 1 5,243 70% 2 Purchased 30% Electricity 15.0 million MWh 3 Fossil and residual fuels used for power generation in power plants of the BASF Group 83.6% 0.4% 2.2% Natural gas 31.4 million MWh Heating oil 0.1 million MWh Coal Steam supply 0.9 million MWh -23 1 Internally generated 52% Waste heat 45% 2 Steam 40.7 million MWh¹ 13.8% Residual fuels 5.2 million MWh 1 Purchased 3% Internally generated 0 1 Electricity supply 3,795 26,589 21,099 3,884 20,759 1,071 22,170 1,161 21,920 1 BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. ² Emissions of N2O, CH, HFC und SF have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 1995 (2002 emissions) and IPCC 2007, errata table 2012 (2015 and 2016 emissions). HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. 3 Location-based approach. Information on the calculation of market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc 4 Includes sale to BASF Group companies; as a result, emissions reported under Scope 2 can be reported again in some cases. Global goals ■ Reduction of greenhouse gas emissions per metric ton of sales product ■Introduction of energy management systems in accordance with ISO 50001 We aim to reduce our greenhouse gas emissions per metric ton of sales product by 40% by 2020, compared with baseline 2002. In 2016, we achieved a reduction of 37.2% (2015: reduction of 34.6%). Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations (excluding Oil & Gas) by 50.2% and even reduce specific emissions by 75.4%. We set ourselves a new energy efficiency goal in 2015 covering both the chemicals and the oil and gas businesses. By 2020, we want to have introduced certified energy management systems (DIN EN ISO 50001) at all relevant pro- duction sites5. Taken together, this represents 90% of BASF's primary energy demand. This is one of the ways in which we intend to identify and carry out improvements in energy efficiency, reducing not only greenhouse gas emissions and saving valuable energy resources, but also increasing the BASF Group's competitive ability. 2020 Goal Reduction of greenhouse gas emissions per metric ton of sales product Baseline 2002 BASF operations excl. Oil & Gas -40% 2020 Goal Coverage of our primary energy demand through certified energy management systems at all relevant sites BASF operations incl. Oil & Gas 90% In 2016, workshops were conducted in all regions to introduce our energy management systems. This is how, for example, an energy savings potential of over €1 million per year was identi- fied during system implementation at three pilot plants at the largest South American site in Guaratinguetá, Brazil. It is already starting to be realized. All energy efficiency measures are recorded and analyzed in a global database and made available to Group sites as best practices. Currently, over 100 measures are being pursued to reduce energy consump- tion and increase competitive ability. External audits in accor- dance with ISO 50001 were already conducted at the first two Chinese sites in the Shanghai metropolitan region in 2016. At the moment, 31 sites are certified worldwide, representing 42.3% of our primary energy demand. 5 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. BASF Report 2016 Management's Report 105 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection Energy supply of the BASF Group 2016 2 1 The difference between the volume of water drawn and the volume discharged is primarily attributable to evaporation losses during closed-circuit cooling. 2 Total from production processes, graywater, rinsing and cleaning in production For more on the sustainability analysis of our product portfolio, see page 30 onward Waste management in the BASF Group (million metric tons) 0.44 Hazardous waste 0.87 0.90 Transported hazardous waste 0.23 0.27 Management of contaminated sites ■ Systematic management of contaminated sites ensured We develop remediation solutions that combine nature con- servation, climate protection concerns, costs, and social responsibility. This means making customized decisions on a case-by-case basis, founded on the legal framework and current technological possibilities. We set out global standards for our approach to managing contaminated sites. A world- wide network of experts ensures their proper implementation. We have been documenting relevant sites in a contami- nated site database since 2013. Ongoing remediation work around the world continued on schedule and planning was concluded on future landfill remediation projects. 1 Comprises all production waste and hazardous waste from construction activities 2 The classification of waste into hazardous and nonhazardous waste is performed according to local regulations. BASF Report 2016 Forecast 0.46 Opportunities and risks report Nonhazardous waste 0.72 0.27 Thermally recovered 0.51 0.41 Waste disposed of 1.33 1.34 In underground landfills 0.14 0.14 In surface landfills 0.47 0.48 Through incineration 0.72 Classification of waste for disposal² 0.26 Management's Report 111 Forecast Opportunities and risks report Potential successes that exceed our defined goals Law Finance Exchange rate volatility Other financial opportunities and risks < €100 million ≥ €100 million < €500 million ≥ €500 million < €1,000 million = €1,000 million < €1,500 million Outlook 2017 + 1 Using a 95% confidence interval per risk factor based on planned values; summation is not permissible. According to our assessment, there continue to be no signifi- cant individual risks that pose a threat to the continued exis- tence of the BASF Group. The same applies to the sum of individual risks, even in the case of another global economic crisis. Information technology Opportunities Acquisitions/divestitures/cooperations Investments/production Risks Events that can negatively impact the achievement of our goals Risk management Identifying opportunities and risks as early as possible and planning effective courses of action The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportuni- ties and limit business losses. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create value. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long- term strategic goals. We define opportunities as potential successes that exceed our defined goals. In order to effectively measure and manage identified opportu- nities and risks, we quantify these in terms of probability and economic impact in the event they occur. We use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. Overall assessment ■ Significant risks and opportunities arise from overall economic developments and volatility in exchange rates and margins For 2017, we expect the global economy to continue to grow at around the same pace as the previous year. Important opportunities and risks for our earnings are associated with uncertainty regarding market growth, the development of key customer industries, and volatility in foreign currency exchange rates and margins. A considerable slowdown of the Chinese economy continues to pose significant risks. Such a develop- ment would negatively impact demand for intermediate and investment goods. This would impact the emerging markets that export raw materials as well as the advanced economies. This is especially true for Europe. Further risks to the global economy arise from an escalation of geopolitical conflicts and an increased tendency toward protectionism. Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken¹ Possible variations related to: Business environment and sector Market growth Margins Competition Regulation/policy Company-specific opportunities and risks Purchasing/supply chain Personnel Recycled 0.68 0.77 Suppliers Production Management's Report 109 Responsibility along the value chain - Environment, health, safety and security - Air and soil Customers We want to further reduce emissions to air from our pro- duction, prevent waste and protect the soil. We have set ourselves standards for doing so in global directives. If no recovery options are available for waste, we dispose of it in a proper and environmentally responsible manner. Strategy ■ ■ Regular monitoring of emissions to air Professional disposal of hazardous waste ■ Systematic management of contaminated sites Regular monitoring of our emissions to air is a part of environ- mental management at BASF. Aside from greenhouse gases, we also measure emissions of other pollutants into the atmo- sphere. Our reporting does not take into account air pollutant emissions from oil and gas operations due to their substantial fluctuation during exploration phases. Our Raw Material Verbund helps us prevent and reduce waste. We regularly carry out audits to inspect external waste disposal companies, ensuring that our hazardous waste in particular is properly disposed of. In this way, we also contrib- ute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. When treatment is required for soil and groundwater con- tamination at active and former BASF sites, proper remediation measures are reviewed based on prevailing legal and current technical standards, and undertaken as necessary. Emissions to air Further reduction of emissions Air and soil Absolute emissions of air pollutants from our chemical plants amounted to 26,735 metric tons in 2016. Emissions of ozone-depleting substances as defined by the Montreal Pro- tocol totaled 25 metric tons in 2016 (2015: 23 metric tons). Emissions of heavy metals in 2016 amounted to 3 metric tons (2015: 4 metric tons). BASF Report 2016 For more, see basf.com/water In 2016, around 23% of our production sites were located in water stress areas. Around 1% of BASF's total water supply was abstracted from these sites. 2025 Goal Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites BASF operations excl. Oil & Gas Water use Using water responsibly 100% Our water usage totaled 1,649 million cubic meters in 2016. This demand was covered for the most part by surface water, such as rivers and lakes. At some sites, we use alternative sources such as treated municipal wastewater, brackish water or seawater, reducing our need for freshwater. We predominantly use water for cooling purposes (85%), after which we recirculate it back to our supply sources. We recirculate as much water as possible in order to withdraw less. Our larger sites have recooling plants that allow water to be reused several times and which reduce the temperature of used cooling water before it is discharged back into a body of water. The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We employ various means in our efforts to minimize this as much as possible. We are constantly working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. Emissions to water ■ Further reduction of emissions A total of 1,644 million cubic meters of water were discharged from BASF production sites in 2016, including 184 million cubic meters of wastewater from production. Emissions of nitrogen to water amounted to 2,900 metric tons (2015: 3,000 metric tons). We were able to achieve this improvement by optimizing processes and exchanging products, for exam- ple. Around 15,900 metric tons of organic substances were emitted in wastewater (2015: 17,300 metric tons). Our waste- water contained 23 metric tons of heavy metals (2015: 25 metric tons). Phosphorus emissions amounted to 310 metric tons (2015: 460 metric tons). Our wastewater is treated through different methods depending on the type and degree of contamination - including biological processes, oxi- dation, membrane technologies, precipitation or adsorption. In order to avoid unanticipated emissions and the pollution of surface or groundwater, we create water protection strate- gies for our production sites. This is mandatory for all produc- tion plants as part of the Responsible Care initiative. The wastewater protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being imple- mented and complied with. அ Our product portfolio contains a variety of catalysts used in the automotive sector and in industry to reduce the emission of air pollutants. Emissions to air (metric tons) Air pollutants from BASF operations excluding Oil & Gas 28,585 110 Management's Report Responsibility along the value chain - Environment, health, safety and security - Air and soil BASF Report 2016 Waste management - Total waste volume slightly above prior-year level Waste prevention is our topmost goal. If waste is unavoidable, we review the options for recycling or energy recovery, using BASF's existing Verbund structures for efficient waste man- agement. Total waste volume amounted to 2.10 million metric tons in 2016 (+3.7%). 2016 2015 Total waste generation¹ 2.10 Thereof from oil and gas exploration 0.06 2.02 0.05 Waste recovered 26,735 2,216 2,229 NH (ammonia) and other inorganic substances Total CO (carbon monoxide) 2016 2015 3,585 3,813 NOX (total nitrogen oxides) 11,143 Ultimately, however, residual risks remain in all entrepre- neurial activities which even comprehensive risk management cannot exclude. 11,058 4,824 5,140 1,872 3,028 Dust 3,082 3,330 NMVOC (nonmethane volatile organic compounds) SO (total sulfur oxides) Forecast Opportunities and risks report 112 Management's Report Instruments The BASF Group's risk management process is based on the international risk management standard COSO II Enterprise Risk Management Integrated Framework (2004), and has the following key features: Organization and responsibilities - Risk management is the responsibility of the Board of Execu- tive Directors, which also determines the processes for approving investments, acquisitions and divestitures. We pursue our goal by applying the European Water Steward- ship standard, which rests on four principles: sustainable water abstraction, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes, including in cooperation with other users. - A network of risk managers in the business, research, func- tional and corporate units advances the implementation of appropriate risk management practices in daily operations. The management of specific opportunities and risks is largely delegated to the business units and is steered at a regional or local level. Risks relating to exchange rates and raw - 1 Aggregation at a Group level material prices are an exception. In this case, there is an initial consolidation at a Group-wide level before derivative hedging instruments, for example, are used. - The internal auditing unit (Corporate Audit) is responsible for regularly auditing the risk management system established by the Board of Executive Directors in accordance with Section 91(2) of the German Stock Corporation Act. Further- more, as part of its monitoring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. - The Risk Management Process Manual, applicable through- out the Group, forms the framework for risk management and is implemented by the business units according to their particular business conditions. - A catalog of opportunity and risk categories helps to identify all relevant opportunities and risks as comprehensively as possible. - We use standardized evaluation and reporting tools for the identification and assessment of risks. The aggregation of opportunities, risks and sensitivities at the business and Group level using a Monte Carlo simulation helps us to iden- tify effects and trends across the company. - The BASF Group's management is informed about opera- tional opportunities and risks (observation period of up to The names of some individual units were changed as of January 1, 2017. For more information, see the section "Organization and responsibilities." Organization of BASF Group's risk management¹ - BASF's Chief Compliance Officer (CCO) manages the imple- mentation of our Compliance Management System, sup- ported by additional compliance officers worldwide. The CCO regularly reports to the Board of Executive Directors on progress in the program's implementation as well as on any significant results. Furthermore, the CCO provides a status report to the Supervisory Board's Audit Committee at least once each year, including any major developments. In the event of significant incidents, the Audit Committee is imme- diately informed by the Board of Executive Directors. Decentralized management of specific opportunities and risks - The Board of Executive Directors is supported by the units Finance; Corporate Controlling; Strategic Planning & Controlling; Legal, Taxes, Insurance & Intellectual Property; and the Chief Compliance Officer. Effective January 1, 2017, the Finance corporate unit and the Legal, Taxes, Insurance and Intellectual Property corporate unit were both renamed functional units. Competence centers were relabeled either functional units or research units. The Strategic Planning & Controlling unit is now called Corporate Development. The new nomenclature had no effect on the existing risk man- agement processes. The aforementioned units continue to coordinate the risk management process at a Group level and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, planning and budgeting processes. ■ Corporate Audit Supervisory Board Board of Executive Directors and reporting Finance Corporate Controlling Corporate Units Strategic Planning & Controlling Divisions Chief Compliance Officer Legal, Taxes, Insurance & Intellectual Property BASF Report 2016 External Auditors Verbund Sites Competence Centers Risk management process ■ Integrated process for identification, assessment Regions ■ Emerging markets of Asia 5.6% 0.7% 0.8% Trends in gross domestic product 2017-2019 (Average annual real change) The significant risks and opportunities that could affect our forecast are described on pages 111 to 118. South America World 2.6% European Union Japan 2.0% BASF Report 2016 European Union United States 2.3% World Outlook for gross domestic product 2017 (Real change compared with previous year) Following the administration change in the United States, economic prospects for the United States are especially diffi- cult to predict. We assume that this uncertainty will be reflect- ed in a greater reluctance to invest in the manufacturing and service sectors. Nevertheless, overall economic growth in 2017 will quicken somewhat, as investments in the oil and gas industry are unlikely to continue declining. While the tax cuts planned by the new U.S. administration could have positive effects on growth, the expected protectionist measures and the stronger U.S. dollar pose risks to the country's economy. Economic growth in the European Union is expected to slow down considerably in 2017. In the United Kingdom, uncer- tainty as to the terms of exit from the European Union is likely to curb investment and private consumption. This weaker dynamic will have a dampening effect on the growth of Britain's E.U. trading partners, including Germany, Italy, France and Spain. Growth will presumably remain at a stable higher level in the eastern E.U. countries. We expect the recession in Russia to end, supported by our forecast of a slight recovery in the oil price. Weaker growth likely in the European Union Further slowing of growth expected for China ■Slight upturn probable in the United States ■ End of recession anticipated for Russia and Brazil Trends in the global economy in 2017 The global economy will presumably grow by 2.3% in 2017, about as fast as in 2016 (+2.3%). In light of signifi- cant political uncertainty, volatility is likely to remain high. We forecast a considerable slowdown in growth in the European Union. For the United States, we currently anticipate a slight upturn in growth. Growth in China is likely to continue its downward trend. We expect the recession in Brazil and Russia to end. We assume that global chemical production will grow by 3.4% in 2017, comparable with the rate of 2016. For 2017, we predict an average price of $55 per barrel for Brent blend crude oil and an exchange rate of $1.05 per euro. Management's Report 119 Forecast Economic environment in 2017 Economic environment in 2017 1.5% 1.3% United States For the construction sector, we are assuming that the solid growth rates will continue overall. Construction volumes will grow only moderately in western Europe. A sharp increase in Germany and weak growth in France and Italy will contrast with a shrinking market in the United Kingdom. In the eastern E.U. countries, construction activity will recover somewhat after the strong declines of the previous year. However, we still see no increase in activity in Russia. Construction in North America is expected to grow at a moderate pace. We do not anticipate growth impetus in the infrastructure sector in the Emerging markets of Asia ■ Outlook for the chemical industry Management's Report Forecast Economic environment in 2017 BASF Report 2016 We expect stable to slightly accelerating growth in agricul- tural production in 2017, given the low level of agricultural production growth in 2016. Record yields in some regions - of corn and soy in North America and wheat in eastern Europe, for example - contrasted with declining yields in parts of South America and Asia in particular, due to the negative effects of El Niño as well as weaker monsoon rains. Global demand for bioethanol in 2017 will remain dampened by lower prices in the energy sector. Against this backdrop, we expect prices for agricultural raw materials to remain under pressure in 2017. In the health and nutrition sector, growth should once again match the levels of recent years. We expect the increase to be slightly higher overall in the European Union and in North America. The fast pace of growth in this sector in Asia will probably let up slightly in 2017. In this industry, too, we expect production to recover in South America. The electronics industry is likely to expand its production at a similarly strong rate as in 2016. We anticipate stable growth in Asia, the center of the global electronics industry, at a level comparable to that of the previous year. The increase will probably be somewhat higher year-on-year in North America. Consumer goods production will presumably grow slightly faster in 2017 than in the previous year. The increase will remain weak in western Europe; eastern Europe will see higher rates, albeit somewhat lower than in 2016. After a slight decline in the previous year, we once again expect modest growth in North America. In Asia, which accounts for over half of the world's production of consumer goods, growth will probably remain stable at a high level. For South America, we predict consumer goods output will stagnate following last year's considerable decline. short term; financing conditions and the volume of a potential, state-funded infrastructure program remain unclear. In China, we continue to expect support measures for the construction industry; growth there will nevertheless abate. We still expect the other Asian emerging markets to show stable growth rates in the construction industry. In Japan, government spending programs should ensure additional investments in infrastruc- ture. The construction market in South America is likely to recover somewhat after the declines of recent years. Given a background of continuing weak oil prices, only a slight recovery in construction activity is expected in the Middle East. BASF Report 2016 In the energy and raw materials sector, production will presumably grow again in 2017 after stagnating in 2016. How- ever, in Europe and South America, we only anticipate a slight increase in production volumes. Higher raw material prices and the return of stronger demand are likely to provide some- what faster growth in North America. Production will expand only moderately in the emerging markets of Asia; this will be partly offset by rising imports from Australia. We expect an economic slowdown in the transportation sector overall compared with 2016. After three years of solid growth, automotive production is likely to expand only slowly in western Europe, while other branches of the transportation industry could increase their growth rates. A turnaround can be expected in the Russian automotive market. The eastern European automotive market will begin growing again slightly as a result, even if at a low level. In North America, we expect production to stagnate overall. U.S. automotive production will probably shrink slightly; in Mexico, on the other hand, new production-line startups are expected to lead to growth. In South America, we anticipate slight increases in production once again for 2017. Growth in automotive production in China will weaken after the significant gains seen in 2016. 2.0% Global industrial production in 2017 is likely to grow marginally faster than in 2016, at 2.3%. This will be largely attributable to the end of the severe recession in South America, where industrial production should once again show slight growth. In the emerging markets of Asia, growth in industrial production will abate slightly, from 5.5% to 5.2%. In the advanced econo- mies, it will probably remain weak, at under one percent. Outlook for key customer industries BASF Report 2016 Forecast Economic environment in 2017 120 Management's Report We anticipate an end to the economic downturn in South America. Leading indicators suggest that Brazil has bottomed out. Falling interest rates and declining inflation could increas- ingly support readiness to invest in the country; export demand is also likely to rise. We forecast economic recovery in Argen- tina. Decreasing inflation, a stable exchange rate and a better investment climate should provide impetus for growth. Japan's gross domestic product is expected to maintain its merely minimal upward trend in 2017. Monetary and fiscal policy will continue to provide some growth impetus; however, investment momentum and private consumption will remain on the slow side in an environment of weak domestic demand. Moreover, we do not expect any significant impulses that would boost exports. In the emerging markets of Asia, we expect growth to con- tinue weakening in 2017. Against the backdrop of economic restructuring in China, we anticipate a further cooldown in economic momentum. We predict growth at levels compara- ble to 2016 for the other countries in the region. While devel- opments in China will probably exercise a dampening effect, raw material prices and demand for imports from South America and Russia should stabilize. The region's economy is supported by a solidly growing IT and communications industry. 1.8% South America 0.8% Japan 5.7% Marginally higher growth expected in global industrial production for 2017 For more on sustainability management, see page 29 onward For more on energy and climate protection, see page 103 onward For more on opportunities and risks from energy policies, see page 114 BASF Report 2016 In terms of upcoming opportunities and risks, material aspects identified included: energy and climate, water, resources and ecosystems, responsible production, and employment and employability. In addition to specific require- ments for these aspects, discussion is growing surrounding the internalization of external effects. Long-term demand development Long-term opportunities and risks Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We pre- dominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Swit- zerland. To address the risk of underfunding due to market- related fluctuations in plan assets, we have investment strate- gies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simulated regularly by means of portfolio analyses. An adjustment to the interest rates used in discounting pension obligations leads immediately to changes in equity. To limit the risks of changing financial market conditions as well as demographic develop- ments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. Risks from pension obligations Our senior executives have the opportunity to participate in a share-price-based compensation program. The need for pro- visions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corresponding increase or decrease in person- nel costs. Long-term incentive program for senior executives Management's Report 117 Forecast Opportunities and risks report BASF Report 2016 The risk of an asset impairment occurs if the assumed interest rate in an impairment test increases, the predicted cash flows decline, or investment projects are suspended. In the current business environment, we consider the risk of impairment of individual assets such as customer relationships, technologies and trademarks, as well as goodwill, to be nonmaterial. Never- theless, a continuing decline in the price of oil below our assumed planning level would result in impairment risks for the Oil & Gas segment's assets. Impairment risks We limit country-specific risks with measures based on inter- nally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use investment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditwor- thiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentra- tions of credit default risk. Risks are also limited through the use of credit insurance and bank guarantees. Risk of asset losses For more on the maturity profile of our financial indebtedness, see the Notes to the Consolidated Financial Statements from page 204 onward For more on financial risks, see the Notes to the Consolidated Financial Statements from page 208 onward Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquidity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against potential refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. Liquidity risks In the catalysts business, BASF employs commodity deriva- tives for precious metals and trades precious metals on behalf of third parties and on its own account. In addition, we use our knowledge of the markets for crude oil and oil products to generate earnings from the trade of raw materials. To address specific risks associated with these trades, which are not part of our operating business, we set and continuously monitor limits with regard to the type and size of the deals concluded. Risks from metal and raw materials trading In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market con- ditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the well-balanced maturity profile of its finan- cial indebtedness. Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed-rate instruments and fluctuations in the interest payments for variable-rate instruments, which would positively or negatively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency deriva- tives are used in individual cases. Interest rate risks Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instruments, if necessary. Our competitiveness on global markets is influenced by fluc- tuations in exchange rates. For BASF's purchasing, oppor- tunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year rise in the value of the U.S. dollar/euro exchange rate by $0.01 would result in an increase of around €40 million in the BASF Group's EBIT, assuming other conditions remain the same. On the produc- tion side, we counter foreign currency risks by producing in the respective currency zones. Exchange rate volatility The management of liquidity, currency and interest rate risks is conducted in the Treasury unit. The management of commod- ity price risks takes place in the Procurement functional unit or in the appropriately authorized Group companies. Detailed guidelines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of trad- ing and back office functions. We assume that chemical production (excluding pharmaceuti- cals) will grow considerably faster than global gross domestic product over the next five years and at about the same level as the previous five-year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capaci- ties, research and development activities and acquisitions, we aim to achieve sales growth that slightly exceeds this market growth. Should global economic growth see unexpected, considerable deceleration, due for example to an ongoing weak period in the emerging markets or to geopolitical crises, the expected growth rates could prove too ambitious. As a result of our high degree of diversification across various cus- tomer industries and regions, we would still expect our growth to be above the market average, even under these conditions. In order to identify, assess and direct climate-related risks and opportunities, our risk management process includes analyzing the material aspect "energy and climate." For BASF as an energy-intensive company, opportunities and risks arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legisla- tion. For more on the "We create chemistry" strategy, see page 22 onward We expect competitors from emerging markets to gain increasing significance in the years ahead. Furthermore, we predict that many raw material suppliers will expand their value chains. BASF uses sustainability management tools to identify upcoming opportunities and risks that arise in connection with the topics of environment, society and governance. Their long- term effect on our business activities and their associated relevance are assessed through such instruments as our materiality analysis, and take into account our experiences from constant stakeholder dialog. We have established global monitoring systems to check adherence to laws and our voluntary commitments in the areas of environment, society and governance. These also incorporate our suppliers. Sustainability For more on the individual initiatives and our goals, see page 40 onward BASF, too, is adjusting in the medium and long term to the rising challenge of gaining skilled employees due to demo- graphic changes, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suitable applicants, or only after a delay. We address these risks through our Best Team Strategy and the global initiatives derived from it, covering demographic and knowledge management, Diversity + Inclusion, employee and leadership development, intensified employer branding, and supplementary regional initiatives. With these measures, we increase BASF's attractiveness as an employer and retain our employees in the long term. ② Recruitment and long-term retention of qualified employees For more on our acquisitions, see page 37 onward The evaluation of opportunities and risks plays a signifi- cant role during the assessment of acquisition targets. A detailed analysis and quantification are conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, and the assump- tion of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not fulfilled, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from additional synergies. Financial opportunities and risks In the future, we will continue to refine our portfolio through acquisitions that promise above-average profitable growth, are innovation-driven, offer added value for our customers and reduce the cyclicality of our earnings. Acquisitions For more on our investment plans, see page 123 onward Our decisions on the type, size and locations of our invest- ment projects are based on assumptions related to the long- term development of markets, margins and costs, as well as raw material availability and country, currency and technology risks. Opportunities and risks arise from potential deviations in actual developments from our assumptions. We expect the increase in chemical production in emerging markets in the coming years to remain above the global aver- age. This will create opportunities that we want to exploit by expanding our local presence; therefore, more than a quarter of our investment budget will be spent in emerging markets over the next five years. In North America, investments in new production facilities form the basis of future growth. For exam- ple, we are constructing an ammonia production plant in Freeport, Texas, with Yara International ASA (based in Oslo, Norway). In addition, we are continuing to evaluate an invest- ment in a world-scale methane-to-propylene complex on the U.S. Gulf Coast and conduct regular assessments with a view to developments in raw material prices and the relevant mar- ket conditions. Portfolio development through investments For more on innovation, see page 32 onward review includes all phases from idea generation to product launch. The trust of customers and consumers is essential for the successful introduction of new technologies. That is why we enter into dialog with stakeholders at an early stage of development. Forecast Opportunities and risks report 118 Management's Report We optimize the efficiency and effectiveness of our research activities through our global Know-How Verbund as well as through collaboration with partners and customers. Furthermore, we continuously review the chances of success and the underlying conditions of research projects; this BASF's enhanced innovation approach helps the company increase its power of innovation and ensure competitive ability through targeted enhancement and innovative application of specific key technologies. This is achieved by honing the focus of research on topics with long-term strategic business rele- vance, enhancing existing scientific processes and methods and introducing new ones, and optimizing our organizational structures. The central research areas Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research serve as global platforms headquartered in one of the regions particularly significant for us: Europe, Asia Pacific and North America. Together with the development units in our operating divisions, they form the core of the global Know-How Verbund. Stronger regional presence opens up new opportunities to participate in local innovation processes and gain access to local talent. We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project portfolio, as well as through profes- sional, milestone-based project management. The trend toward more sustainability in our customer indus- tries continues. We want to use innovations to take advantage of the resulting opportunities. In the long term, we aim to continue increasing sales and earnings with new and improved products. Innovation In order to achieve lasting profitable growth, tap into new market segments and customers, and make our customers more successful, our research and business focus is on highly innovative business areas, some of which we enter into through strategic cooperative partnerships. In order to remain competitive, we continuously improve our operational excellence. Our strategic excellence program, DrivE, also contributes to this aim. Starting at the end of 2018, we expect this program to contribute around €1 billion in earnings each year compared with baseline 2015. We counter this risk through active portfolio management. We exit markets where risks outweigh opportunities, and in which we see limited possibilities to stand out from our com- petitors in the long term. Development of competitive and customer landscape Forecast Opportunities and risks report We are likely to once again earn a significant premium on our cost of capital in 2017; compared with the previous year, however, BASF Group EBIT after cost of capital will decrease considerably. The slight rise in EBIT - despite a lower level of special income from divestitures - will be contrasted by higher cost of capital, due for the most part to the acquisition of Chemetall at the end of 2016 as well as the startup of new plants. In the Functional Materials & Solutions segment, we are therefore assuming that EBIT after cost of capital will decline considerably. We aim to boost it slightly in the Chemi- cals segment and considerably in the other segments. We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clearance research. As part of our Group- wide Compliance Program, our employees receive regular training. Emerging markets of Asia 1.8% 0.5% 3.4% United States World European Union Outlook for chemical production 2017 (excl. pharmaceuticals) (Real change compared with previous year) In South America, the anticipated end of the recession in Argentina and Brazil will result in slight growth in chemical production in the region. In Japan, we presume a weak overall economic environ- ment and minimal growth in chemical production. Overall chemical growth is likely to decelerate somewhat in the emerging markets of Asia, mainly due to the slowdown in China, which will also affect the other developing countries in the region. In the United States, we expect somewhat faster growth in chemical production, at just under 2%, as new production capacity, which will also be used for export, comes onstream. Chemical production in the European Union is expected to barely grow faster than in 2016. In general, the increase in production will remain modest against the backdrop of a slug- gish domestic market. We expect competitive pressure on export markets to remain intense, even though the naphtha- based European chemical industry benefits more from low oil prices than the gas-based production in the United States. Global chemical production (excluding pharmaceuticals) will probably grow by 3.4% in 2017, the same pace as 2016 (+3.4%). We anticipate a marginally higher expansion rate in the advanced economies (2016: +0.9%, 2017: +1.1%). Growth in the emerging markets will presumably weaken somewhat (2016: +5.4%, 2017: +5.1%). The global growth rate of the chemical market will be largely determined by developments in China, which accounts for more than a third of worldwide production. There, the upward trend may con- tinue to slacken but producers in China are nevertheless likely to contribute more than two percentage points to worldwide chemical industry growth. Yet macroeconomic risks in China remain high, therefore, our forecast for global chemical growth is marked by particular uncertainty. Global growth in chemical industry at level of previous year Sales and earnings forecast for the segments Sales in the Chemicals segment are likely to grow consider- ably in 2017. We anticipate higher sales prices as a conse- quence of rising raw material prices, as well as volumes growth from factors such as the startup of new plants. We assume that strong competitive pressure will continue, especially on the markets for butanediol, isocyanates and caprolactam. EBIT before special items is likely to match the level of 2016. We expect the earnings contribution from the increase in sales volumes to offset both margin pressure and higher fixed costs. Fixed costs will rise especially in the Intermediates division, mainly as a result of scheduled plant turnarounds and initial expenditures for the new acetylene plant in Ludwigshafen. In the Performance Products segment, we expect the market environment to remain challenging, but nevertheless aim to slightly increase sales in 2017. This will be largely sup- ported by volumes growth in all divisions, thanks in part to higher plant capacity utilization rates as well as the startup of new production capacities. We anticipate higher fixed costs in 2017, especially from new plant startups. This rise will be more than offset by strict cost discipline and measures to increase competitiveness in all divisions. As a result, we forecast slightly higher EBIT before special items compared with 2016. We want to achieve a considerable sales increase in the Functional Materials & Solutions segment in 2017. The Chemetall business acquired from Albemarle will contribute to this, as will the sales volumes growth anticipated in all divi- sions. Our forecast is supported by the expectation of continu- ing good demand from the automotive and construction industries. The divestitures completed in 2016 in the Catalysts and Coatings divisions, along with a probable decline in pre- cious metal prices, will slow sales growth. As a result of higher sales, EBIT before special items is likely to slightly exceed the level of 2016. For the Agricultural Solutions segment, we anticipate stable market development for crop protection products in 2017. Our goal is to utilize growth potential on the market pri- marily through the launch of innovative products, growth in the emerging markets – especially Asia - and a strong customer focus. We are planning to increase volumes in 2017 and con- siderably boost sales levels. Because of ongoing margin pressure in a market environment that remains challenging, we assume a slight increase in EBIT before special items. 1 With reference to sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0 %). BASF Report 2016 Management's Report 113 Forecast Opportunities and risks report one year) in the monthly management report produced by the Corporate Controlling unit. In addition, Corporate Con- trolling and Finance provide information twice a year on the aggregated opportunity/risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which has a more than €10 million impact on earnings or bears reputa- tional risks, it must be immediately reported. - As part of our strategy development, the Corporate Devel- opment unit conducts strategic opportunity/risk analyses with a ten-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. - Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these mandatory standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. 116 Management's Report 0.5% South America 1.2% BASF Group EBIT is also expected to grow slightly in 2017. A significantly higher contribution from the Oil & Gas segment and slight increases in the Chemicals, Performance Products and Agricultural Solutions segments are expected to more than offset the slight declines in the Functional Mate- rials & Solutions segment and in Other. In 2016, EBIT of the Functional Materials & Solutions segment contained special income from divestitures, and EBIT of Other included special income from the sale of assets. We want to slightly raise EBIT before special items com- pared with 2016. We anticipate considerably higher contribu- tions from the Oil & Gas segment and from Other. In the Performance Products, Functional Materials & Solutions and Agricultural Solutions segments, we assume EBIT before special items will be slightly higher, while the contribution from the Chemicals segment will match the prior-year level. We expect BASF Group sales to grow considerably in the 2017 business year. This will be supported by slightly higher sales in the Performance Products segment and by consider- able increases in the other segments as well as in Other. ■Slightly higher EBIT before special items Considerable sales growth through increases in all segments ■ Sales and earnings forecast for the BASF Group For more information on our expectations for the economic environment in 2017, see page 119 onward For 2017, we expect the global economy and chemical production to grow at around the same pace as 2016. We assume an average price of $55 for a barrel of Brent blend crude oil and an exchange rate of $1.05 per euro. In an environment that remains volatile, we aim to grow profit- ably and considerably raise the BASF Group's sales. For income from operations (EBIT) before special items as well as for EBIT, we anticipate a slight increase compared with the previous year.¹ BASF Report 2016 Outlook 2017 Forecast Outlook 2017 For more on our Group-wide Compliance Program, see page 134 onward 122 Management's Report South America Japan 1.9% 0.5% 5.7% Emerging markets of Asia 2.7% 1.0% 3.6% World European Union United States Trends in chemical production 2017-2019 (excl. pharmaceuticals) (Average annual real change) Japan 121 Significant features of the internal control and risk management system with regard to the Group financial reporting process 5.8% ■ Segregation of duties, four-eyes principle, and clearly regulated access rights Regulation and political risks Risks for us can arise from intensified geopolitical tensions, the destabilization of political systems or new trade sanctions. In addition, risks to the BASF Group can be posed by further regulations on the use or registration of agricultural and other chemicals. The German federal government's agreement with the E.U. Commission on the treatment of existing self-generated energy in the new Renewable Energy Act (Erneuerbare- Energien-Gesetz, or EEG) has removed the previously reported risk of sharply increased charges resulting from the EEG sur- charge. We view the worldwide expansion of renewable energy and measures to increase energy efficiency as an opportunity for increased demand for our products. For example, we offer solutions for wind turbines in addition to insulation foams for buildings. Our catalyst business benefits from the tightening of automobile emissions regulations. Purchasing and supply chain We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets, as well. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the consequences of potential non- delivery. We continuously monitor the credit risk of important business partners. Production and investments We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of unscheduled shutdowns on the supply of intermediate and end products through diversifi- cation within our global production Verbund. In the event of a production outage - caused by an acci- dent, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They BASF Report 2016 Management's Report 115 Forecast Opportunities and risks report Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget breaches. We counter these risks with highly experienced project management and controlling. For more on emergency response, see page 100 or basf.com/emergency_response Acquisitions, divestitures and cooperations We are constantly watching our environment in order to iden- tify possible targets and develop our portfolio appropriately. In addition, we work together in collaborations with customers and partners to jointly develop new, competitive products and applications. Personnel Due to BASF's worldwide compensation principles, the devel- opment of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the com- pany's success, among other factors. The correlation between variable compensation and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discounting pension obligations. Further- more, changes to the legal environment of a particular country I can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly moni- tored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. For more on our compensation system, see page 44 onward For more on risks from pension obligations, see page 117 Information technology risks BASF relies on a number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect process safety and the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records, competition-related information or research results, can result in legal conse- quences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. To minimize such risks, BASF uses globally uniform processes and systems to ensure IT security, such as stable and redun- dantly designed IT systems, backup processes, virus and access protection and encryption systems as well as integrated, Group-wide standardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk manage- ment is conducted using Group-wide regulations for organiza- tion and application, as well as an internal control system based on these regulations. BASF also established a Cyber Defense Center in 2015; is a member of the Cyber Security Sharing and Analytics e.V. (CSSA); and is a founding member of the German Cyber Security Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. Legal dispute and proceedings We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analysis and assessment of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, needed, indepen- dent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close coop- eration between the affected operating and functional units together with the Legal and Finance units. If sufficient proba- bility is identified, a provision is recognized accordingly for each dispute. Should a provision be unnecessary, general risk management continues to assess whether these litigations nevertheless present a risk for the EBIT of the BASF Group. Conducted in accordance with standardized Group guidelines We continuously enhance our products and solutions in order to maintain competitive ability. We watch the market and the competition, and try to take targeted advantage of opportuni- ties and counter emerging risks with fitting measures. Aside from innovation, a major component of competitiveness is a suitable cost structure in order to achieve good business per- formance on the market. Competition not only coordinate the necessary emergency response mea- sures, they also initiate the immediate measures for damage control and resumption of normal operations as quickly as possible. We anticipate generally stable margins for the BASF Group in 2017. For some products and value chains, it is possible that margin pressure could be increased by, for example, new capacities or increasing raw material costs. This would have a negative effect on our EBIT. - The year's average oil price for Brent crude was around $44 per barrel in 2016, compared with $52 in the previous year. For 2017, we anticipate an average oil price of $55 per barrel. We therefore expect a moderate increase in price levels for the raw materials and petrochemical basic products that are important to our business. Yet an oil price level below the expected average would pose risks for our oil and gas busi- ness, whose EBIT dips by approximately €20 million for every $1 decrease in the average annual barrel price of Brent crude. The Consolidated Financial Statements are prepared by a unit in the Finance division. BASF Group's accounting process is based on a standardized accounting guideline that sets out accounting policies and the significant processes and dead- lines on a Group-wide basis. There are binding directives for the internal reconciliations and other accounting operations. Standard software is used to carry out the accounting pro- cesses for the preparation of the individual financial statements as well as for the Consolidated Financial Statements. There are clear rules for the access rights of each participant in these processes. Employees involved in the accounting and reporting pro- cess meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. We strictly adhere to the princi- ples of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are pro- duced by specialized service providers or specially qualified employees. An internal control system for financial reporting continuously monitors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in finan- cial reporting is structured and uniform across the BASF Group. The significant risks for the BASF Group regarding a reli- able control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. Moreover, a centralized selection process identifies com- panies that are exposed to particular risks, that have a materi- al impact on the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. In the relevant companies, one person is given the responsibility of monitoring the execution of the annual evaluation process. In these companies, the process comprises the following steps: - - Evaluation of the control environment Adherence to internal and external guidelines that are rele- vant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire and evi- denced by sample taking. - Identification and documentation of control activities In order to mitigate the risks to the financial reporting pro- cesses listed in our central risk catalog, critical processes and control activities are documented. - Assessment of control activities After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effective. Annual evaluation of control environment and relevant processes at significant companies Margin volatility - Monitoring of control weaknesses Should the macroeconomic environment develop more weakly than we predict, we expect a lower oil price. In this case, we would also expect the euro to depreciate relative to the U.S. dollar as compared with our planning assumptions, as the eurozone's economy shows a high level of dependency on exports and, in times of global economic weakness, the U.S. dollar is preferred by portfolio investors as a safe haven. Weather-related influences can result in positive or nega- tive effects on our crop protection business. We also consider risks from deviations in assumptions. We continue to see a significant macroeconomic risk in an increased slowdown of the Chinese economy, which would have considerable impact on demand for intermediate goods for industrial production as well as investment goods. This would have an effect on emerging markets that export raw materials as well as on advanced economies that specialize in technological goods. Risks to the global economy would also be posed by the possible escalation of geopolitical conflicts and an increased tendency toward protectionism. Development of demand Short-term opportunities and risks The development of our sales markets is one of the strongest sources of opportunities and risks. More details on our assumptions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construction sectors, can be found from pages 119 to 121. Forecast Opportunities and risks report 114 Management's Report - Internal confirmation of the internal control system All managing directors and chief financial officers of each consolidated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. The managers responsible receive reports on any control weaknesses identified and their resolution, and an interdisci- plinary committee investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed once control weaknesses have been identified that have a considerable impact on financial reporting. Only after material control weaknesses have been resolved does the company's managing director confirm the effective internal control system. BASF Report 2016 As a target figure for the Board of Executive Directors, the Supervisory Board determined, in accordance with Section 111(5) AktG for the first target-attainment period after the law's entry into force, that the Board of Executive Directors should have at least one female member. With eight members of the Board of Executive Directors, this represents 12.5%. Both at the time the target was set, and by the target-attainment deadline on December 31, 2016, the Board of Executive Directors con- tained one woman. The stipulation was therefore met. Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management On April 24, 2015, the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sec- tor came into force in Germany. The supervisory board of a publicly listed European society (SE) that is composed of the same number of shareholder and employee representatives must, according to Section 17(2) of the SE Implementation Act, consist of at least 30% each of women and men. The Supervisory Board of BASF SE currently comprises three women and nine men. Two of the six share- holder representatives elected at the Annual Shareholders' Meeting are women. According to the legal stipulations of Sec- tion 17(2) SE Implementation Act, the minimum quota is not to be fulfilled immediately but rather upon any necessary reap- pointments, that is, new elections. In 2016, the employee- elected Supervisory Board member Wolfgang Daniel left the Supervisory Board. He is succeeded by Waldemar Helber, who joined the Supervisory Board without additional appointment, that is, without election, as the member personally chosen to replace Wolfgang Daniel as early as 2013 until the end of the 2019 Annual Shareholders' Meeting. In accordance with legal regulations, the legal minimum quota will therefore be reached after the next regular Supervisory Board election in 2019 at the latest. In addition, the Board of Executive Directors decided on target figures for the percentage of women in the two manage- ment levels below the Board of Executive Directors of BASF SE as per the legal requirements in Section 76(4) AktG: These were at 9.4% for the leadership level directly below the Board, and 11.8% for the level below that. This corresponded to the status at the time these target figures were determined. By the end of the first target-attainment period, new target figures were set for BASF SE: The Supervisory Board deter- mined as a target figure for the Board of Executive Directors that the Board of Executive Directors of BASF SE should continue to have at least one female member. With eight current members of the Board of Executive Directors, this represents a proportion of 12.5%. The Board of Executive Directors also decided on target figures for the proportion of women in the two manage- ment levels below the Board of Executive Directors of BASF SE: Women are to make up 12.1% of the leadership level directly below the Board, and the level below that is to comprise 7.3% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving these new goals was set for December 31, 2021. Corporate Governance Corporate governance report On December 31, 2016, the deadline for attainment of these goals, the percentage of women in the first level of management under the Board of Executive Directors of BASF SE was at 12.1%. The percentage of women in management one level below that was 7.3%. We do not regard these deviations as meaningful, as BASF views the further development and promotion of women as a global duty independent of individual Group companies. We set ourselves ambitious goals for this and made further progress in 2016. The focus goes beyond gender quotas, and includes, for example, increasing international representation. Commitments to promote the participation of women in leadership positions at BASF SE BASF will continue working on expanding the percentage of women in its leadership team. The company is carrying out, and constantly enhancing, worldwide measures to this effect. BASF Report 2016 On this basis, the Supervisory Board has determined that all of its current members can be considered independent. We firmly believe that the current composition fulfills the objectives with the aforementioned exception regarding the period of membership. On October 21, 2010, the Supervisory Board agreed upon objectives for the composition of the Supervisory Board in accordance with Section 5.4.1 of the German Corporate Governance Code; these were supplemented in the Super- visory Board meetings of December 20, 2012, and Octo- ber 22, 2015. According to these objectives, the Supervisory Board shall be composed in such a way that the members as a group possess knowledge, ability and expert experience in the following: At least one independent member of the Supervisory Board must have expertise in the fields of accounting or auditing as per Section 100(5) of the German Stock Corporation Act (AktG). With regard to diversity, the Supervisory Board shall consider a variety of professional and international experience as well as the participation of women. Individuals who may have a conflict of interest shall not be nominated for election to the Supervisory Board. The same applies to candidates who will have reached the age of 70 by the day of the election. Membership on the Supervisory Board should generally not exceed 15 years; this corresponds to three regular statutory periods in office. The members of the Supervisory Board elect- ed at the Annual Shareholders' Meeting already fulfill this target - in effect since October 2015 - with one exception. The field of technical and scientific innovations in the chemi- cal sector and associated industries as well as in the sectors using chemical products. - The management of an internationally operating company - Cross-industry value creation along different value chains - The application of accounting principles and internal control procedures One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. Seats on the Board of Executive Directors and Supervisory Board of BASF SE should be filled with mem- bers who ensure a well-balanced consideration of all the knowledge, skills and personal qualifications necessary to manage and supervise BASF as a large, globally operating, capital market-oriented company in the chemical industry. Composition criteria: professional and personal qualifications, diversity, and independence Objectives for Supervisory Board composition BASF Report 2016 Corporate governance report 130 Corporate Governance 129 With regard to independence, the Supervisory Board aims to ensure that all Supervisory Board members are independent as defined by the terms of the Code. In assessing indepen- dence, the Supervisory Board assumes that neither election as an employee representative, nor membership on the Board of Executive Directors more than two years in the past, nor the duration of membership on the Supervisory Board, taken in isolation, precludes the classification as independent. The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/governance In the event of a change of control, members of the Board of Executive Directors shall, under certain additional condi- tions, receive compensation (details of which are listed in the Compensation Report on page 144). A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. In addition, employees of BASF SE and its subsidiaries who are classed as senior executives will receive a severance payment if their contract of employment is terminated by BASF within 18 months of the occurrence of a change of control, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of For more on the inclusion of diversity, including promotion of women, see the chapter on Working at BASF in the Management's Report on page 43 For an individual overview of meeting attendance, see basf.com/governance/supervisoryboard/meetings Bonds issued by BASF SE grant the bearer the right to request early repayment of the bonds at nominal value if one person or several persons acting in concert - hold or acquire a BASF SE share volume after the time of issuance which corresponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days after the change-of-control event. At the Annual Shareholders' Meeting on April 27, 2012, the Board of Executive Directors was authorized to purchase up to 10% of the shares existing at the time of the resolution (10% of the company's share capital) until April 26, 2017. At the discretion of the Board of Executive Directors, the pur- chase can take place on the stock exchange or by way of a public purchase offer directed to all shareholders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash pay- ment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, par- ticularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the share- holders' subscription right is excluded. The Board of Executive Directors is furthermore authorized to redeem the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the redeemed shares. shareholders. This can also be done by a credit institution acquiring the new shares with the obligation to offer these to shareholders (indirect subscription right). The Board of Execu- tive Directors is authorized to exclude the statutory subscrip- tion right of shareholders to a maximum amount of a total of 20% of share capital in certain exceptional cases that are defined in Section 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contribu- tions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization is not more than 10% of the stock of shares on the date of issue or, in eligible individual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. Until May 1, 2019, the Board of Executive Directors of BASF SE is empowered by a resolution passed at the Annual Shareholders' Meeting of May 2, 2014, to increase the sub- scribed capital - with the approval of the Supervisory Board - by a total amount of €500 million through the issue of new shares against cash or contributions in kind (authorized capi- tal). A right to subscribe to the new shares shall be granted to According to Article 59(1) SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two- thirds majority of the votes cast, provided that the legal provi- sions applicable to German stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, the Section 179(2) of the German Stock Corpo- ration Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve upon amendments to the Statutes that merely concern their wording. This applies in particular to the adjust- ment of the share capital and the number of shares after the redemption of repurchased BASF shares and after a new issue of shares from the authorized capital. The appointment and dismissal of members of the Board of Executive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, Section 16 of the SE Implementation Act and Sections 84, 85 AktG as well as Arti- cle 7 of the BASF SE Statutes. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chair- person, as well as one or more vice chairpersons. The mem- bers of the Board of Executive Directors are appointed for a maximum of five years, and reappointments are permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence at the Annual Shareholders' Meeting. The Supervi- sory Board decides on appointments and dismissals accord- ing to its own best judgment. As of December 31, 2016, the subscribed capital of BASF SE was €1,175,652,728.32 divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). Disclosure according to Section 315(4) of the German Commercial Code (HGB) and the explanatory report of the Board of Executive Directors according to Section 176(1) Sentence 1 of the German Stock Corporation Act (AktG) BASF Report 2016 Corporate governance report 132 Corporate Governance For more on women in executive positions in the BASF Group worldwide, see page 26 131 BASF SE follows all recommendations of the German Corporate Governance Code in its most recently revised ver- sion of May 2015. In the same manner, BASF has followed nearly all of the nonobligatory suggestions of the German Corporate Governance Code. We have not implemented the suggestion to enable shareholders to follow the proceedings of the entire Annual Shareholders' Meeting online. The Annual Shareholders' Meeting is publicly accessible via online broad- cast until the end of the speech by the Chairman of the Board of Executive Directors. The subsequent discussion of items on the agenda is not accessible online in order to preserve the character of the Annual Shareholders' Meeting as a meeting. attended by our shareholders on-site. BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. BASF SE follows all recommendations of German Corporate Governance Code Implementation of the German Corporate Governance Code Shareholders who hold at least €500,000 of the compa- ny's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. All shareholders entered in the share register are entitled to participate in the Annual Shareholders' Meetings, to have their say concerning any item on the agenda and to request infor- mation about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Shareholders' Meet- ing either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implement- ed the principle of "one share, one vote." Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registra- tion in the share register according to the German Stock Cor- poration Act. There are no registration restrictions and there is Shareholders exercise their rights of co-administration and supervision at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders' Meeting elects half of the members of the Supervisory Board and, in particular, decides on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. Shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting One share, one vote - Shareholders' rights The joint Declaration of Conformity 2016 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 150 For more on the Declaration of Conformity 2016, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/governance For more on the Supervisory Board's activities and resolutions in the 2016 business year, see the Report of the Supervisory Board on page 146 5050 - The Strategy Committee did not meet. 4% Agricultural Solutions €19.0 billion 5 15% Functional Materials & Solutions 21% Performance Products 24% Chemicals 6 Information on our financing policies can be found on page 57 From the scheduled repayment of bonds, we expect cash outflows in the equivalent amount of around €1.4 billion in 2017. To refinance mature bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our U.S. dollar commercial paper program at our disposal. Our financing policy is aimed at ensuring our solvency at all times, limiting the risks associated with financing and optimiz- ing our cost of capital. We strive to maintain at least a solid "A" rating, which allows the BASF Group unrestricted access to money and capital markets. Financing 2 1 BASF Report 2016 by segment, 2017-2021 Investments in property, plant and equipment Forecast Outlook 2017 124 Management's Report 3 Excluding additions to property, plant and equipment from acquisitions, capitalized exploration, restoration obligations and IT investments In the Oil & Gas segment, our currently planned investments of around €4.4 billion between 2017 and 2021 will focus mainly on the development of proven gas and oil deposits in Argen- tina, Norway and Russia. The actual amount of expenditure is also dependent on oil and gas price developments and will be adjusted as necessary. Construction: vitamin A production plant Oil & Gas 23% With the exception of one Supervisory Board meeting at which one member was absent due to illness, all respective mem- bers attended all meetings of the Supervisory Board and its committees. 13% Since the end of the 2016 business year, we have acquired the Henkel Group's western European building material busi- ness for professional users and completed the purchase of Rolic AG, an Allschwil, Switzerland-based company primarily active in the display material sector. Information on the proposed dividend can be found from page 12 onward We stand by our ambitious dividend policy and offer our share- holders an attractive dividend yield. We continue to aim to increase our dividend each year, or at least maintain it at the previous year's level. 3% Dividend being investigated 12345 Alternative sites currently 10% South America, Africa, Middle East Events after the reporting period 1 Replacement: acetylene plant €19.0 billion Asia Pacific 3 22% North America 49% Europe 4 by region, 2017-2021 Investments in property, plant and equipment 123456 3 4 16% For more information, see the Notes to the Consolidated Financial Statements on page 220 Capacity expansion: MDI Ludwigshafen, Germany slight increase 1,946 considerable increase 18,732 Functional Materials & Solutions slight increase 1,777 slight increase 15,558 Performance Products² at prior-year level 2,032 considerable increase 12,905 Chemicals² Forecast 2017 2016 Forecast 2017 2016 before special items Sales Income from operations (EBIT) Management's Report 123 Forecast Outlook 2017 Forecast by segment¹ (million €) BASF Report 2016 Agricultural Solutions 5,569 considerable increase 1,087 Geismar, Louisiana Caojing, China Project Location Capital expenditures: Selected projects Our investments in 2016 focused on the Chemicals, Perfor- mance Products and Oil & Gas segments. For example, we started up further sections of the TDI production complex in Ludwigshafen, Germany; completed construction of the aroma ingredients complex in Kuantan, Malaysia; and invested in field development projects in Argentina, Norway and Russia. For 2017, we are planning total capital expenditures of around €3.9 billion for the BASF Group. We have planned capital expenditures totaling €19.0 billion for the period from 2017 to 2021 and will invest more than a quarter of this amount in emerging markets. The average investment volume in the years ahead will therefore remain at the same level as in 2016. Projects currently being planned or underway include: Investments of around €3.9 billion planned for 2017 Investments³ Sales in Other are expected to considerably increase in 2017, primarily as a result of higher prices in raw material trading. We also anticipate a considerable rise in EBIT before special items as compared with 2016. Our planning for the 2017 business year in the Oil & Gas segment is based on an average price for Brent blend crude oil of $55 per barrel. Gas prices in northwestern Europe are likely to hover above the level of 2016. We anticipate a considerable rise in sales and EBIT before special items. Higher prices for oil and gas and a contribution from our share in the Yuzhno Russkoye natural gas field exceeding that of the previous year will substantially support this development. In 2016, the excess amounts received over previous years were compen- sated as contractually agreed with our partner, Gazprom. 6,309 considerable increase Construction: automotive coatings plant (1,050) 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0 %). 2 Effective January 1, 2017, the Chemicals and Performance Products segments' activities for the electronics industry were merged and allocated to the Performance Products segment as the Electronic Materials global business unit. To facilitate comparability, the 2016 figures for both segments have been adjusted accordingly. slight increase considerable increase 2,018 57,550 BASF Group considerable increase 517 considerable increase 2,768 Other Oil & Gas slight increase considerable increase 3 Other (infrastructure, R&D) Management's Report Members: Personnel Committee Corporate Governance Corporate governance report BASF Report 2016 Compensation of the Supervisory Board is described in the Compensation Report from page 144 onward The members of the Supervisory Board of BASF SE, including their membership on the supervisory bodies of other companies, are listed on page 137 For more on the Statutes of BASF SE and the Employee Participation Agreement, see basf.com/en/cg/investor BASF SE's Supervisory Board has established a total of four Supervisory Board Committees: the Personnel Commit- tee, the Audit Committee, the Nomination Committee and the Strategy Committee. The meetings of the Supervisory Board and its committees are called by their chairmen and, independently, at the request of one of their members or the Board of Executive Directors. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Execu- tive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through other means of communication outside of the meetings, as long as no mem- ber objects to this form of passing a resolution. The Supervisory Board of BASF SE comprises twelve members. Six members are elected to a five-year term each by the shareholders at the Annual Shareholders' Meeting. The remaining six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. quota for the Supervisory Board mandated by law as of Janu- ary 1, 2016. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the gender Dr. Jürgen Hambrecht (chairman), Michael Diekmann, Robert Oswald, Michael Vassiliadis The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board on management issues. As members of the Supervisory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. ■Supervisory Board appoints, monitors and advises Board of Executive Directors Supervision of company management by the Supervisory Board For more on risk management, see the Forecast from page 111 onward The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed on page 136. Compensation of the Board of Executive Directors is described in detail in the Compensation Report from page 138 onward The Statutes of BASF SE define certain transactions that require the Board of Executive Directors to obtain the Super- visory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable finan- cial instruments. However, this is only necessary if the acquisi- tion or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. elected by the Supervisory Board Chairman 6 employee representatives and 6 shareholder representatives elected at the Annual Shareholders' Meeting 12 members reports to Supervisory Board appointed by the Supervisory Board Four Supervisory Board committees Chairman To Our Shareholders - When making recommendations for appointments to the Board of Executive Directors, considers professional qualifi- cations, international experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women - The Nomination Committee met once. - The Personnel Committee met four times. - The Audit Committee met five times. In the 2016 business year, meetings were held as follows: - The Supervisory Board met five times. Meetings and meeting attendance - Handles the further development of the company's strategy - Prepares resolutions of the Supervisory Board on the company's major acquisitions and divestitures Duties: Dr. Jürgen Hambrecht (chairman), Dame Alison Carnwath DBE, Michael Diekmann, Robert Oswald, Michael Vassiliadis Members: Strategy Committee - Is authorized to request any information that it deems neces- sary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections - Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, nego- tiates auditing fees and establishes the conditions for the provision of the auditor's nonaudit services Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk management system, and the internal auditing sys- tem as well as compliance issues - Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Executive Directors - Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements and Con- solidated Financial Statements, and discusses the quarterly statements and half-year financial reports with the Board of Executive Directors prior to their publication Dame Alison Carnwath DBE (chairman), Ralf-Gerd Bastian, Franz Fehrenbach, Michael Vassiliadis Members: Audit Committee - Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting - Identifies suitable candidates for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board Duties: Dr. Jürgen Hambrecht (chairman), Dame Alison Carnwath DBE, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Anke Schäferkordt Members: Nomination Committee Dame Alison Carnwath DBE and Franz Fehrenbach are mem- bers with special knowledge of, and experience in, applying accounting and reporting standards and internal control meth- ods pursuant to the German Corporate Governance Code. Financial Experts: - Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to members of the Board of Executive Directors Duties: 8 members appointed by the Supervisory Board Duties: monitors the Board of Executive Directors Corporate Governance Declaration of Corporate Governance Section 161 AktG (Stock Corporation Act) Declaration of Conformity as per 146 Report of the Supervisory Board 138 Compensation report 137 Supervisory Board 136 136 BASF Report 2016 Management and Supervisory Boards Compliance 127 Corporate governance report 231 221 Supplementary Information on the Oil & Gas Segment Overviews 151 Consolidated Financial Statements 17 57 Corporate Governance advises the Board of Executive Directors 134 Corporate governance report Board of Executive Directors Board of Executive Supervisory Board appoints the Board of Executive Directors Corporate Governance Corporate governance report Supervisory Board Board of Executive Directors BASF Report 2016 Two-tier management system of BASF SE Corporate governance report 128 Corporate Governance The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. The Board can set up Board Committees to consult and decide on individual issues; these must include at least three members of the Board of Executive Directors. For the prepa- ration of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board that carefully assess the planned measure and evaluate the associated opportuni- ties and risks, and based on this information, report and make recommendations to the Board - independently of the affected business area. Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Proce- dure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the Chairman of the Board of Executive Directors. Board decisions are generally based on detailed information and analyses provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the Chairman of the Board. However, the Chairman of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Executive Directors are authorized to make decisions individually in their assigned areas of responsibility. The Board's actions and decisions are geared toward the company's best interests. It is committed to the goal of sus- tainably increasing the company's value. Among the Board's responsibilities is the preparation of the consolidated and separate financial statements of BASF SE. Furthermore, it must ensure that the company's activities comply with the law and with internal corporate directives. This includes the estab- lishment of appropriate systems for control, compliance and risk management. The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the activity of the Board of Executive Directors and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of com- pany management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's internal organization; and decides on the composi- tion of management on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate budget, allocating resources and management capacities, monitoring and making decisions on significant individual measures, and supervising operational management. 127 Manages company and represents BASF SE in business with third parties Directors Sets corporate goals and strategic direction Appoints, monitors and advises Board of Executive Directors Shareholders Corporate governance refers to the entire system for managing and supervising a company. This includes its organization, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate gover- nance guarantees that BASF is directed and monitored in a responsible manner focused on value creation. It fosters the confidence of our domestic and international inves- tors, the financial markets, our customers and other business partners, employees, and the public in BASF. Exercise rights of co-adminis- tration and supervision at Annual Shareholders' Meeting Direction and management by the Board of Executive Directors - Board of Executive Directors strictly separated from the Supervisory Board Responsible for company management The fundamental elements of BASF SE's corporate gover- nance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Super- visory Board; the equal representation of shareholders and employees on the Supervisory Board; and the shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting. (1,300) (1,300) (1,300) (1,300) plus allocated actual annual variable less service cost 1,023 1,031 1,023 1,031 compensation compensation less granted annual variable target 445 Reconciliation reporting of total compensation pursuant to Section 314(1)(6a) HGB in 4,913 1,379 3,196 3,221 4,626 1,092 2,814 2,946 Total compensation in accordance with GCGC 445 445 (399) connection with GAS 17 (359) (Max) (445) 478 (Min) (Min) 2016 2016 2016 2015 2016 2016 2016 2015 2016 2016 2016 2015 Michael Heinz 141 Corporate Governance Compensation report Sanjeev Gandhi Dr. Hans-Ulrich Engel BASF Report 2016 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 2,482 2,466 2,186 2,270 Total compensation (478) 359 Supervisory Board 359 The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group companies for non-audit services, in addition to the auditing fee, was €1 mil- lion in 2016. This represents around 5.7% of the fees for auditing the financial statements. The Annual Shareholders' Meeting of April 29, 2016, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial State- ments and Separate Financial Statements of BASF SE for the 2016 business year, as well as for those reports' correspond- ing Management's Reports. KPMG member firms also audit the majority of companies included in the Consolidated Finan- cial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements; the 2015 Financial Statements marked the tenth annual report in a row audited by KPMG. For this reason, a public call to tender was made to all auditors for the audit of the 2016 Consolidated and Separate Financial Statements, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the ten- dering process, the Audit Committee recommended to the Supervisory Board that it once again propose KPMG for elec- tion. After completing the tendering process, KPMG can now be proposed for election at the Annual Shareholders' Meeting as BASF's auditor without further tendering processes up to and including the 2024 business year. Hans-Dieter Krauẞ has been the auditor responsible for the Consolidated Financial Statements since auditing the 2010 Financial Statements. Since the 2013 Financial Statements, the auditor responsible for the separate financial statements has been Alexander Bock. Information on the auditor For more on securities transactions reported in 2016, see basf.com/en/governance/sharedealings As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to dis- close the purchase or sale of financial instruments of BASF SE (e.g., shares, bonds, options, forward contracts, swaps) to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the company if transac- tions within the calendar year exceed the threshold of €5,000. In 2016, a total of four purchases by members of the Board of Executive Directors and the Supervisory Board and members of their families subject to disclosure were reported as Directors' Dealings, involving between 417 and 2,660 BASF shares. The price per share was between €62.43 and €67.88. The volume of the individual trades was between €26,033.31 und €180,567.16. The disclosed share transac- tions are published on the website of BASF SE. Share dealings of the Board of Executive Directors and Supervisory Board (obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR)) No member of the Board of Executive Directors or the Super- visory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share ownership by Members of the Board of Executive Directors and the Supervisory Board BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (D&O insurance). This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by Section 93(2)(3) AktG and for the level of deductibles for the Supervisory Board as recommended in Section 3.8(3) of the German Corporate Governance Code. Directors' and Officers' liability insurance For more on bonds issued by BASF SE, see basf.com/en/investor/bonds The remaining specifications stipulated in Section 315(4) HGB refer to situations that are not applicable to BASF SE. 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change-of- control event. Corporate Governance Corporate governance report (Max) (Min) (Max) 6621 650 650 650 5141 4551 4551 4551 For more information, see Note 33 of the Consolidated Financial Statements on page 219 650 133 Compliance Antitrust Legislation Protection of Environment, Health and Safety Gifts and Entertainment Protection of Data Privacy Protection of Company Property and Property of Business Partners BASF's Code of Conduct For more on the BASF Code of Conduct, see basf.com/code_of_conduct Our efforts are principally aimed at preventing violations from the outset. To this end, all employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for exam- ple, antitrust legislation, taxes or trade control regulations. Training takes place in different formats, including face-to-face training, e-learning or workshops. The course materials and formats are constantly being updated. In total, more than 25,000 participants worldwide received around 40,000 hours of compliance training in 2016. Abiding by compliance standards is the foundation of responsible leadership. This has been expressly embedded in our values, where we state: "We strictly adhere to our compli- ance standards." We are convinced that compliance with these standards will not only prevent the disadvantages associated with violations, such as penalties and fines; we also view com- pliance as the right path toward securing our company's long- term success. antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. voluntary commitments to create a framework that regulates how all BASF employees interact with business partners, offi- cials, colleagues and society. At the core of our Compliance Program is the global, standardized Code of Conduct received by every employee. All employees and managers are obligated to adhere to its guidelines, which describe our principles for proper conduct and cover topics ranging from corruption and - - Based on international standards, BASF's Compliance Pro- gram combines important laws and company-internal policies themselves exceeding legal requirements with external Regular compliance training for employees Compliance standards integrated into corporate values Compliance Program and Code of Conduct Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. This topic has been integrated into our "We create chemistry" strategy. Our employee Code of Conduct firmly embeds these mandatory standards into day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. 63 audits Conducted internally on compliance Participants in compliance training More than 25,000 Forms core of our Compliance Program Code of Conduct BASF Report 2016 Compliance 134 Corporate Governance Imports and Exports 650 650 422 0 1,534 2,816 2,464 742 4,276 2,583 །། 1,433 1,433 1,433 800 734 734 734 1,300 0 2,000 1,300 1,300 0 2,000 422 0 171 650 442 1,534 4122 92 92 92 5982 9782 9782 9782 150 84 84 84 1,074 742 742 742 1,112 1,300 1,300 0 2,000 1,300 442 422 0 171 1,534 BASF's Code of Conduct stipulates how these topics are handled Corruption Michael Diekmann, Munich, Germany Nyxoah S.A. (nonexecutive director) Comparable German and non-German controlling bodies: Daimler AG (member) Trumpf GmbH & Co. KG (chairman) Fuchs Petrolub SE (chairman) Supervisory Board memberships: Member of the Supervisory Board since: May 2, 2014 Former Chairman of the Board of Executive Directors of BASF SE (until May 2011) Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany Chairman of the Supervisory Board of BASF SE The term of office of the Supervisory Board commenced follow- ing the Annual Shareholders' Meeting on May 2, 2014, in which the shareholder representatives on the Supervisory Board were elected. It terminates upon conclusion of the Annual Share- holders' Meeting which resolves on the discharge of members of the Supervisory Board for the fourth complete financial year after the term of office commenced; this is the Annual Shareholders' Meeting in 2019. The Supervisory Board comprises the following members: In accordance with the Statutes, the Supervisory Board of BASF SE comprises twelve members 137 Corporate Governance Management and Supervisory Boards - Supervisory Board BASF Report 2016 Michael Heinz will take over the responsibilities of Margret Suckale. In addition to his previous responsibilities, Sanjeev Gandhi will also be responsible for Dispersions & Pigments. Responsibilities: Care Chemicals; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; Region South America First appointed: 2017, Term expires: 2020 Degree: Chemistry, 46 years old, 18 years at BASF Dr. Markus Kamieth First appointed: 2011, Term expires: 2019 Responsibilities: Dispersions & Pigments; Care Chemicals; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; Region South America Degree: Business Administration, 52 years old, 33 years at BASF Michael Heinz First appointed: 2017, Term expires: 2020 Degree: Business Administration, 45 years old, 20 years at BASF Responsibilities: Construction Chemicals; Crop Protection; Bioscience Research; Region Europe Vice Chairman of the Supervisory Board of BASF SE Saori Dubourg Former Chairman of the Board of Management of Allianz SE Fresenius Management SE (member) Gerresheimer AG (vice chairman) Member of the Supervisory Board since: May 2, 2014 Supervisory Board memberships: Regional manager of the Rhineland-Palatinate/Saarland branch of the Mining, Chemical and Energy Industries Union Francesco Grioli, Ronnenberg, Germany Comparable German and non-German controlling bodies: Stihl Holding AG & Co. KG (member of the Advisory Board) Stihl AG (vice chairman) Linde AG (member) Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Supervisory Board memberships: Robert Bosch GmbH (chairman) Franz Fehrenbach, Stuttgart, Germany Prof. Dr. François Diederich, Dietikon, Switzerland Professor at the Swiss Federal Institute of Technology, Zurich, Switzerland Member of the Supervisory Board since: May 19, 1998 Coller Capital Ltd. (nonexecutive member of the Board of Directors) Land Securities Group plc (nonexecutive Chairman of the Board of Directors) PACCAR Inc. (independent member of the Board of Directors) Zurich Insurance Group AG (independent member of the Administrative Council) Zürich Versicherungs-Gesellschaft AG (independent member of the Administrative Council) Comparable German and non-German controlling bodies: Member of the Supervisory Board since: May 2, 2014 Senior Advisor Evercore Partners Dame Alison Carnwath DBE, Exeter, England Member of the Works Council of the Ludwigshafen site of BASF SE Member of the Supervisory Board since: May 6, 2003 Ralf-Gerd Bastian, Neuhofen, Germany Member of the Supervisory Board since: October 1, 2000 Chairman of the Works Council of the Ludwigshafen site of BASF SE and Chairman of BASF's Joint Work Council Vice Chairman of the Supervisory Board of BASF SE Robert Oswald, Altrip, Germany Siemens AG (member) Linde AG (vice chairman) Fresenius SE & CO. KGaA (vice chairman) Member of the Supervisory Board since: May 6, 2003 Supervisory Board memberships: Human Rights, Labor and Social Standards Following the Annual Shareholders' Meeting on May 12, 2017, Margret Suckale and Dr. Harald Schwager will leave the Board of Executive Directors. The Supervisory Board will then appoint Saori Dubourg and Dr. Markus Kamieth as new members of the Board of Executive Directors: Comparable German and non-German controlling bodies: BASF Antwerpen N.V. (Chairwoman of the Administrative Council) There were eight members on the Board of Executive Directors of BASF SE as of December 31, 2016 BASF Report 2016 Board of Executive Directors Management and Supervisory Boards Management and Supervisory Boards - Board of Executive Directors 136 Corporate Governance For more on suppliers, see page 92 onward For more on human rights and labor and social standards, see basf.com/human_rights We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, we introduced a new internal guideline to respect international labor and social standards. Outside of our company, as well, we support respect for hu- man rights and the fight against corruption: We are, for example, a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the imple- mentation of these organizations' objectives. Based on the Guideline on Business Partner Due Diligence introduced in 2015, we monitor our business partners in sales for potential compliance risks. This is done by means of a checklist, a questionnaire distributed to business partners, and an internet-based analysis. The results are then docu- mented. Depending on the results, conclusions are drawn regarding whether and how to maintain the business relation- ship. We furthermore expect all suppliers to know of and act in accordance with our global Code of Conduct. BASF's Corporate Audit department monitors adherence to compliance principles, covering all areas in which compli- ance violations could occur. They check that employees uphold regulations and make sure that the established pro- cesses, procedures and monitoring tools are appropriate and sufficient to minimize potential risk or preclude violations in the first place. In 2016, 63 Group-wide audits of this kind were performed (2015: 92). The audits confirmed the effectiveness of the compliance management system. No irregularities were shown in the audit's focus areas of antitrust and trade controls and embargo, nor was there a major need for action identified beyond these topics. regulations, into all cases of suspected misconduct that we became aware of. Confirmed violations were penalized, up to and including dismissal. This involved making sure that the necessary action was taken in accordance with standardized company criteria. In 2016, 278 calls and emails were received by our exter- nal hotlines (2015: 357). Concerns involved questions ranging from personnel management and handling of company prop- erty to information on the behavior of business partners or human rights issues - such as labor and social standards. We continued to observe increasing awareness when it came to potential conflicts of interest. We launched case-specific investigations, in accordance with applicable law and internal We particularly encourage our employees to actively and promptly seek guidance if in doubt. For this, they can consult not only their managers but also dedicated specialist depart- ments and company compliance officers. We have also set up 56 external hotlines worldwide which our employees can turn to anonymously. We make sure that all concerns are pro- cessed and answered in a swift manner. BASF's Chief Compliance Officer (CCO) reports directly to the Board of Executive Directors and manages the implementation of our Compliance Management System, supported by 104 compliance officers worldwide. The CCO regularly reports to the Board of Executive Directors on progress in the program's implementation as well as on any significant findings. Further- more, the CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major devel- opments. In the event of significant incidents, the Audit Com- mittee is immediately informed by the Board of Executive Directors. 56 external hotlines worldwide Numerous internal Compliance audits Central role of Chief Compliance Officer and compliance officers Monitoring adherence to our Compliance principles We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guide- lines within the company. This culture takes years to develop, and requires the consistent, reliable application of compliance standards. Because we introduced our Code of Conduct early on, these standards have already been firmly established and are undisputed. In our last Global Employee Survey, conduct- ed in 2015, the vast majority of our employees confirmed that their work environment places high value on proper conduct in alignment with internal company guidelines and standards. Starting in 2015, we have now investigated all cases in which the answer to the corresponding question showed unit- specific anomalies, and held, for instance, additional semi- nars or workshops as necessary. Compliance culture at BASF Corporate Governance 135 Compliance BASF Report 2016 Money Laundering Information Protection and Insider Trading Laws Conflicts of Interest Dr. Kurt Bock Changes as of May 13, 2017: Chairman of the Board of Executive Directors First appointed: 2003, Term expires: 2021 Degrees: Law, Business Administration, 60 years old, 8 years at BASF Responsibilities: Engineering & Maintenance; Environmental Protection, Health & Safety; European Site & Verbund Management; Human Resources First appointed: 2011, Term expires: 2017 Margret Suckale First appointed: 2014, Term expires: 2018 Responsibilities: Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand Degrees: Chemical Engineering, Business Administration, 50 years old, 23 years at BASF Sanjeev Gandhi Wintershall Holding GmbH (Chairman of the Supervisory Board) Wintershall AG (Chairman of the Supervisory Board) Comparable German and non-German controlling bodies: Nord Stream AG (member of the Shareholders' Committee) Internal memberships as defined in Section 100(2) of the German Stock Corporation Act: Responsibilities: Finance; Oil & Gas; Procurement; Supply Chain Operations & Information Services; Corporate Controlling; Corporate Audit First appointed: 2008, Term expires: 2021 Degree: Law, 57 years old, 29 years at BASF Dr. Hans-Ulrich Engel First appointed: 2006, Term expires: 2021 Responsibilities: Petrochemicals; Monomers; Intermediates; Process Research & Chemical Engineering; Innovation Management; Digitalization in Research & Development; Corporate Technology & Operational Excellence; BASF New Business Degree: Chemistry, 55 years old, 29 years at BASF Vice Chairman of the Board of Executive Directors Dr. Martin Brudermüller First appointed: 2012, Term expires: 2020 Responsibilities: Catalysts; Coatings; Performance Materials; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Platforms North America Degrees: Chemical Engineering, Business Administration, 56 years old, 13 years at BASF Wayne T. Smith First appointed: 2008, Term expires: 2017 Responsibilities: Construction Chemicals; Crop Protection; Bioscience Research; Region Europe Degree: Chemistry, 56 years old, 29 years at BASF Dr. Harald Schwager Supervisory Board memberships (excluding internal memberships): Fresenius Management SE (since May 13, 2016) Degree: Business Administration, 58 years old, 26 years at BASF Responsibilities: Legal, Taxes, Insurance & Intellectual Property; Corporate Development; Corporate Communications & Government Relations; Senior Executive Human Resources; Investor Relations; Compliance 442 422 0 157,972 Compensation allocated in accordance with the German Corporate Governance Code (GCGC) The "Compensation allocated in accordance with the GCGC" shown for 2015 and 2016 is comprised of the fixed and variable compensation components actually allocated, plus the service cost calculated for each member of the Board of Executive Directors in the reporting years even though this does not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (thousand €) BASF Report 2016 359 Dr. Martin Brudermüller Vice Chairman of the Board of Executive Directors Dr. Hans-Ulrich Engel 2016 2015 2016 2015 2016 2015 Fixed salary 1,300 1,300 865 8662 650 6622 Fringe benefits 68 215 2393 163,764 3893 Total 17,552 Number of options granted 2016 2015 Dr. Kurt Bock 35,108 36,248 Dr. Martin Brudermüller 23,344 24,104 Dr. Hans-Ulrich Engel 17,552 18,124 Sanjeev Gandhi 17,552 7,000 Michael Heinz 17,552 18,124 Dr. Harald Schwager 17,552 18,124 Wayne T. Smith 17,552 18,124 Margret Suckale 18,124 The table below shows the options granted to the Board of Executive Directors on July 1 of both reporting years. 92 Total Service cost Total compensation in accordance with GCGC 7,815 6,244 4,132 2,616 1,773 4,168 537 605 8,352 6,849 471 4,603 529 363 402 3,145 2,136 4,570 1 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special items and the performance factor. This includes contributions made to the deferred compensation program. 2 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 3 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 4 At the end of the regular term of the LTI program 2008, exercise gains which were realized in 2012 or 2010 were allocated to Dr. Kurt Bock and Wayne T. Smith in 2016 in accordance with the special conditions of the U.S. LTI program. 5 At the end of the regular term of the LTI program 2007, exercise gains which were realized in 2009, 2012 or 2013 were allocated to Dr. Kurt Bock, Dr. Hans-Ulrich Engel and Wayne T. Smith in 2015 in accordance with the special conditions of the U.S. LTI program. BASF Report 2016 Total 4123 LTI program 2012 (2012-2020) 1,657 1,368 1,515 1,104 1,255 742 1,074 Actual annual variable compensation¹ 2,061 2,046 1,371 1,361 1,031 1,023 Multiple-year variable compensation 4,3864 2,6835 1,657 2,0715 LTI program 2007 (2007-2015) 2,6835 2,0715 LTI program 2008 (2008-2016) 4,3864 LTI program 2009 (2009-2017) LTI program 2010 (2010-2018) LTI program 2011 (2011-2019) Compensation report 142 Corporate Governance 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 1,105 4,639 3,072 3,600 1,878 5,412 2,963 2,829 1,107 4,641 (1,300) (1,300) (1,300) (1,300) (1,300) (1,300) 1,023 1,031 1,023 1,031 1,023 1,031 (402) (363) (489) 2,827 (445) 3,218 373 1,534 442 422 0 1,534 422 0 1,534 3,155 1,433 4,967 2,542 2,456 734 4,268 402 363 363 363 489 445 445 445 421 373 373 (421) (373) 2,539 0 1,534 442 422 0 1,534 2,472 2,430 708 4,242 326 309 309 309 2,798 2,739 1,017 4,551 (1,300) (1,300) 1,023 1,031 (326) 2,195 (309) 2,161 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 422 442 2,000 0 2,195 2,306 2,886 2,265 2,187 Margret Suckale 2015 2016 2016 2016 (Min) (Max) Villeroy & Boch AG (member) 650 650 650 80 58 58 58 730 708 708 708 1,300 1,300 650 Steag New Energies GmbH (vice chairman) Dr. Kurt Bock Chairman of the Board of Executive Directors Waldemar Helber, Otterbach, Germany 0 844 884 Multiple-year variable compensation 2,660 0 1,729 1,729 0 2,600 2,600 Annual variable target compensation 1,104 1,104 1,104 1,255 1,368 1,368 1,368 1,515 Total 2392 2392 2392 3892 3,069 68 588 0 537 537 537 605 Service cost 5,804 1,104 3,394 3,572 8,437 1,368 4,812 4,999 Total 2,040 0 561 3,069 0 844 LTI program 2016 (2016-2024) 588 884 LTI program 2015 (2015-2023) 2,040 561 529 68 215 140 Corporate Governance 139 Furthermore, a reconciliation statement for total compen- sation to be reported is provided below the table "Compensa- tion granted in accordance with GCGC" due to the disclosures required by Section 314(1)(6a) of the German Commercial Code (HGB) in connection with the German Accounting Stan- dard Number 17 (GAS 17). The table "Compensation granted in accordance with GCGC" shows: fixed salary, fringe benefits, annual variable target compensation, LTI program measured at fair value at the grant date, and service cost. The individual compensation compo- nents are supplemented by individually attainable minimum and maximum compensation. Compensation granted in accordance with the German Corporate Governance Code (GCGC) The tables on pages 140 to 143 show the granted and allo- cated compensation as well as service cost of each member of the Board of Executive Directors in accordance with Section 4.2.5(3) of the German Corporate Governance Code (GCGC) in its version of May 5, 2015. Amount of total compensation Board members are members of the BASF Pensionskasse WAG, as are generally all employees of BASF SE. Contribu- tions and benefits are determined by the Statutes of the BASF Pensionskasse WaG and the General Conditions of Insurance. The pension units also include survivor benefits. Upon the death of an active or former member of the Board, the surviv- ing spouse receives a survivor pension amounting to 60% of the Board member's pension entitlement. The orphan pension amounts to 10% for each half-orphan, 33% for an orphan, 25% each for two orphans and 20% each for three or more orphans of the pension entitlement of the deceased (former) Board member. Total survivor benefits may not exceed 75% of the Board member's pension entitlement. If the survivor pen- sions exceed the upper limit, they will be proportionately reduced. The sum of the pension units accumulated over the report- ing years determines the respective Board member's pension benefit in the event of a claim. This is the amount that is pay- able upon retirement. Pension benefits take effect at the end of service after completion of the member's 60th year of age, or on account of disability or death. Pension payments are reviewed on a regular basis and adjusted by at least 1% each year. The annual pension benefits accruing to Board members in a given reporting year (pension unit) are composed of a fixed and a variable component. The fixed component is calculated by multiplying the annual fixed salary above the Social Security Contribution Ceiling by 32% (contribution factor). The variable component of the pension unit is the result of multiplying the fixed component with a factor that is dependent on the return on assets in the reporting year and the performance factor, which is decisive for the variable bonus. The amount resulting from the fixed and the variable component is converted into a pension unit (lifelong pension) using actuarial factors based on an actuarial interest rate (5%), the probability of death, invalid- ity and bereavement according to Heubeck Richttafeln, 2005G (modified), and an assumed pension increase (at least 1% per annum). 5. As part of the pension benefits granted to the Board of Executive Directors (Board Performance Pension), company pension benefits are intended to accrue annual pension units. The method used to determine the amount of the pension benefits generally corresponds to that used for the other senior executives of the BASF Group in Germany. The method is designed such that both the performance of the company and the progression of the individual Board member's career significantly affect the pension entitlement. For more on the D&O insurance of the Board of Executive Directors, see page 133 The members of the Board are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company, which includes a deductible. 4. Included in nonmonetary compensation and other additional compensation (fringe benefits) are the following: delegation allowances, accident insurance premiums and other similar benefits, and benefits from security measures provided by the company. The members of the Board did not receive loans or advances from the company in 2016. Corporate Governance Compensation report BASF Report 2016 For more on the LTI program, see page 45 and from page 216 onward For more on share ownership by members of the Board of Executive Directors, see page 133 3. A share-price-based, long-term incentive (LTI) pro- gram exists for members of the Board of Executive Directors. It is also offered to all other senior executives of BASF Group. Members of the Board of Executive Directors are subject to a stricter set of rules than are contained in the general program conditions: They are required to participate in the program with at least 10% of their variable bonus. This mandatory investment consisting of BASF shares is subject to a holding period of four years. For any additional voluntary investment of up to 20% of the variable bonus, the general holding period of two years applies. Members of the Board of Executive Direc- tors may only exercise their options at least four years after they have been granted (vesting period). This compensation component is limited, too, by the structure of the LTI program as well as by the upper limit on the options' exercise value. Due to the multiple-year exercise period, it can occur that exercise gains from several LTI program years accumulate inside of one year; there can also be years without any exer- cise gains. Board members, like other employee groups, may contrib- ute a portion of their annual variable bonus into a deferred compensation program. For members of the Board of Execu- tive Directors, as well as for all other senior executives of the BASF Group in Germany, the maximum amount that can be contributed to this program is €30,000. Board members have taken advantage of this offer to varying degrees. The Supervisory Board assesses the goal achievement of the current year and the previous two years. A performance factor with a value between 0 and 1.5 is determined on the basis of the goal achievement ascertained by the Supervisory Board. The variable bonus for the prior fiscal year is payable after the Annual Shareholders' Meeting. In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the entire Board of Executive Directors that primarily contains medium and long-term goals. 2. The actual annual variable compensation (variable bonus) is based on the performance of the entire Board of Executive Directors and the return on assets. The return on assets is also used to determine the variable compensation of all other employee groups. 1. The fixed salary is a set amount of yearly compensation paid out in even installments. It is regularly reviewed by the Supervisory Board and adjusted, if necessary. Compensation report 68 BASF Report 2016 Dr. Kurt Bock Fringe benefits 865 865 865 8661 1,300 1,300 1,300 1,300 Fixed salary (Max) (Min) (Max) (Min) 2016 2016 2016 2015 2016 2016 2016 2015 Vice Chairman of the Board of Executive Directors Chairman of the Board of Executive Directors Dr. Martin Brudermüller Compensation granted in accordance with the German Corporate Governance Code (GCGC) (thousand €) 471 471 471 442 Multiple-year variable compensation 2,000 0 1,300 1,300 2,000 0 1,300 1,300 Annual variable target compensation 934 934 934 924 733 733 733 805 Total 1062 1062 1062 2562 83 422 83 0 519 V & B Fliesen GmbH (member) 399 Service cost 4,468 934 2,751 2,743 4,267 733 2,455 2,547 Total 1,534 0 517 1,534 0 422 LTI program 2016 (2016-2024) 519 442 LTI program 2015 (2015-2023) 1,534 0 517 1,534 83 155 Fringe benefits (537) (605) less service cost 1,371 1,361 2,061 2,046 compensation plus allocated actual annual variable (1,729) (1,729) (2,600) (2,600) less granted annual variable target compensation connection with GAS 17 Reconciliation reporting of total compensation pursuant to Section 314(1)(6a) HGB in 6,275 1,575 3,865 4,101 8,974 1,905 5,349 5,604 Total compensation in accordance with GCGC (529) (471) Total compensation 4,445 8281 8281 8281 6681 650 650 650 650 Fixed salary (Max) (Min) (Max) The compensation components are shown in detail below: (Min) 2016 2016 2015 2016 2016 2016 2015 Wayne T. Smith Dr. Harald Schwager 3,036 3,204 4,273 2016 5. Company pension benefits 4,000 3. Share-price-based, long-term incentive (LTI) program Compensation report 138 Corporate Governance Compensation report Vice Chairman of the Works Council of the Ludwigshafen site of BASF SE Member of the Supervisory Board since: September 9, 1996 Wolfgang Daniel, Heidelberg, Germany The following member left the Supervisory Board on April 29, 2016: RAG DSK AG (vice chairman) RAG AG (vice chairman) Evonik Industries AG (vice chairman until May 18, 2016) Steag GmbH (vice chairman) K+S Aktiengesellschaft (vice chairman) Michael Vassiliadis, Hannover, Germany Member of the Supervisory Board since: January 14, 2008 Denise Schellemans, Brecht, Belgium Full-time trade union delegate Member of the Supervisory Board since: December 17, 2010 Comparable German and non-German controlling bodies: Métropole Télévision S.A. (member of the Supervisory Board) Chief Executive Officer of RTL Television GmbH Member of the Executive Board of Bertelsmann SE & Co. KGaA Co-CEO of RTL Group S.A. Anke Schäferkordt, Cologne, Germany BASF Report 2016 This report outlines the main principles of the compensa- tion for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to Board members, as well as information on the compensation of Supervisory Board members. Chairman of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: August 1, 2004 Supervisory Board memberships: This report meets the disclosure requirements of the German Commercial Code, supplemented by the additional requirements based on the German Act on Disclosure of Management Board Remuneration (Vorstandsvergütungs- Offenlegungsgesetz) as well as the German Act on the Appro- priateness of Management Board Remuneration (Gesetz zur Angemessenheit der Vorstandsvergütung), and is aligned with the recommendations of the German Corporate Governance Code (GCGC) in its version of May 5, 2015. Compensation of the Board of Executive Directors 2. Annual variable compensation 1. Fixed salary The compensation of the Board of Executive Directors comprises: The compensation of the Board of Executive Directors is designed to promote sustainable corporate development. It is marked by a pronounced variability in relation to the perfor- mance of the Board of Executive Directors and BASF Group's return on assets. Vice Chairman of the Works Council of the Ludwigshafen site of BASF SE Member of the Supervisory Board since: April 29, 2016 4. Nonmonetary compensation and other additional compen- sation For more on the Supervisory Board and its committees, see page 137 and from page 147 onward Based on a proposal by the Personnel Committee, the Supervisory Board determines the amount and structure of compensation of members of the Board of Executive Directors. The amount and structure of compensation is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors. Internal and external appropriateness of the Board's compen- sation is reviewed by external auditors on a regular basis. Globally operating companies based in Europe serve as an external reference. For internal comparison, compensation is considered in total as well as over time, especially for senior executives. Principles 214 28 Leases 208 instruments 27 Supplementary information on financial 25 24 Liabilities Other explanatory notes 207 26 Risks from litigation and claims 206 Other financial obligations 204 29 Statement of cash flows and capital structure management Directors and Supervisory Board 30 Share-price-based compensation program and BASF incentive share program 216 31 Compensation for the Board of Executive 218 32 Related-party transactions period 203 35 Nonadjusting events after the reporting 220 34 Declaration of Conformity with the German Corporate Governance Code 219 33 Services provided by the external auditor 218 215 Other provisions 17 198 180.0 180.0 120.0 120.0 60.0 60.0 Anke Schäferkordt 188 Notes on balance sheet 14 Intangible assets 189 15 Property, plant and equipment 192 16 Investments accounted for using the equity method and other financial assets 194 220 obligations 22 Provisions for pensions and similar 197 21 Minority interests 197 20 Other comprehensive income 23 196 19 195 Receivables and miscellaneous assets 18 194 Inventories Capital, reserves and retained earnings Consolidated Financial Statements Fixed salary Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (thousand €) Margret Suckale Wayne T. Smith 2,227 3,692 2,244 2,138 2,624 2,909 Total compensation in accordance with GCGC 2016 399 421 373 489 445 Service cost 1,828 3,333 1,823 1,765 359 2,135 2015 2015 1,023 1,031 1,023 1,031 Actual annual variable compensation¹ 730 708 924 934 2016 Total 58 2563 1063 Fringe benefits 650 650 6682 8282 Fixed salary 80 BASF Report 2016 2,464 1,569 4552 2015 2016 2015 2016 2015 2016 Dr. Harald Schwager Michael Heinz 5142 Sanjeev Gandhi LTI program 2012 (2012-2020) LTI program 2011 (2011-2019) LTI program 2010 (2010-2018) LTI program 2007 (2007-2015) LTI program 2008 (2008-2016) LTI program 2009 (2009-2017) Multiple-year variable compensation Actual annual variable compensation¹ Total Fringe benefits Denise Schellemans Corporate Governance Compensation report Total 650 650 1,569 1,023 1,031 1,023 1,031 1,023 1,031 805 733 650 800 1,112 1,433 155 83 150 84 5983 9783 650 734 60.0 120.0 120.0 4 To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements 572 17 125 The Declaration of Corporate Governance, pursuant to Sec- tion 315(5) HGB in connection with Section 289(a) HGB, comprises the subchapters Corporate Governance Report (except for the disclosures persuant to Section 315(4) HGB), Compliance and Declaration of Conformity as per Section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Supplementary Information on the Oil & Gas Segment Overviews 231 Notes Statement by the Board of Executive Directors 153 Policies and scope of consolidation 1 Summary of accounting policies 160 Auditor's report 221 154 Declaration of Corporate Governance as per Section 315(5) of the German Commercial Code (HGB) in connection with Section 289(a) HGB The Board of Executive Directors of BASF SE For more information on changes within the Supervisory Board, see the Corporate Governance Report on page 130 Thanks The Supervisory Board thanks all employees of the BASF Group worldwide and the management for their personal contribution in the 2016 business year. Ludwigshafen, February 22, 2017 The Supervisory Board Juzen Hambrech забрем Jürgen Hambrecht Chairman of the Supervisory Board Declaration of Corporate Governance 150 Corporate Governance BASF Report 2016 Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) Declaration of Conformity 2016 of the Board of Executive Directors and the Supervisory Board of BASF SE The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to Section 161 AktG (Stock Corporation Act) The recommendations of the Government Commission on the German Corporate Governance Code as amended on May 5, 2015, published by the Federal Ministry of Justice on June 12, 2015, in the official section of the electronic Federal Gazette, have been complied with since the submission of the last Declaration of Conformity in December 2015. Ludwigshafen, December 2016 The Supervisory Board of BASF SE Multiple-year variable compensation Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG) / Declaration of Corporate Governance Employee representative Wolfgang Daniel left the Supervisory Board at the conclusion of the Annual Shareholders' Meeting on April 29, 2016. He was succeeded by Waldemar Helber, who joined the Supervisory Board as the successor appointed by the BASF Works Council Europe on December 4, 2013, in accordance with the Employee Participation Agreement of November 15, 2007. The Supervisory Board thanks Wolfgang Daniel, who had been a member of the Supervisory Board since 1996, for his many years of service. 2 172 Statement of cash flows 158 8 Other operating expenses 183 9 Income from companies accounted for using Statement of equity 159 182 the equity method 10 Financial result 185 11 Income taxes 185 12 Minority interests 188 13 Personnel expenses and employees 184 Scope of consolidation Other operating income 182 3 BASF Group List of Shares Held in Statement of income 155 accordance with Section 313(2) of the German Commercial Code 178 Statement of income and expense recognized 4 Reporting by segment and region 7 178 156 Notes on statement of income 5 Earnings per share 181 Balance sheet 157 6 Functional costs in equity 60.0 Composition of the Supervisory Board the proposal by the Board of Executive Directors for the appro- priation of profit as well as the Consolidated Financial State- ments and Management's Report for the BASF Group for 2016. The Supervisory Board has reviewed, acknowledged and approved the auditor's reports. The results of the preliminary review by the Audit Committee and the results of the Super- visory Board's examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management and submitted reports. Chairman of the Audit Committee Compensation for Supervisory Board membership and mem- bership of Supervisory Board committees is payable after the Annual Shareholders' Meeting, which approves the Consoli- dated Financial Statements upon which the variable compen- sation is based. Accordingly, compensation relating to the year 2016 will be paid following the Annual Shareholders' Meeting on May 12, 2017. In 2016, as in 2015, the company paid the Super- visory Board member Prof. Dr. François Diederich a total of CHF 38,400 (2016: approximately €35,200; 2015: approxi- mately €36,000) for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board. Beyond this, no other Supervisory Board members received any compensation in 2016 for services rendered personally, in particular, the rendering of advisory and agency services. For more on share ownership by members of the Supervisory Board, see page 133 145 146 Corporate Governance Report of the Supervisory Board 4 Member of the Audit Committee Report of the Supervisory Board Dear Thareholds, The Supervisory Board's work in 2016 was marked by several events and topics that were, in various respects, both weighty and significant - such as the explosion at the Ludwigshafen site, changes in the chemical industry due to the announce- ment of major mergers and acquisitions that impacted BASF's strategic development, and long-term succession planning for the composition of the Board of Executive Directors. The Supervisory Board faced these challenges with a full sense of responsibility and supported the Board of Executive Directors' activities, especially in coping with the explosion, and advised the Board of Executive Directors in its delibera- tions on BASF's strategic further development in an evolving industry environment. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors In 2016, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for exam- ple, all of the major financial KPIs of the BASF Group and its segments, the economic situation in the main volumes and procurement markets, and on deviations in business develop- ments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, investment, sales volumes and personnel planning, as well as measures for designing the future of research and devel- opment. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. The Chairman of the Board of Executive Directors and the Chairman of the Supervisory Board were in regular contact outside of Supervisory Board meetings, as well. The former promptly informed the latter of current developments and significant issues. The Supervisory Board was always involved at an early stage in decisions of major importance. The Super- visory Board passed resolutions on the individual measures that required the approval of the Supervisory Board. In the 2016 business year, this pertained to the authorization of the Chemetall acquisition. With this transaction, BASF has added the surface treatment business area to its Coatings division. Supervisory Board meetings The Supervisory Board held five meetings in the 2016 report- ing year. With the exception of one meeting at which one member of the Supervisory Board was absent due to illness, all Supervisory Board members attended all Supervisory Board meetings in 2016. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions. BASF Report 2016 An individual overview of meeting attendance has been made available on the company website at: basf.com/governance/supervisoryboard/meetings 7 Member of the Strategy Committee (since October 1, 2015) 5 Chairman of the Strategy Committee (since October 1, 2015) 180.0 180.0 Michael Vassiliadis 2,4,7 60.0 60.0 120.0 120.0 Total 875.0 6 Vice Chairman of the Strategy Committee (since October 1, 2015) 870.0 1,740.0 62.5 312.5 65.6 332.8 242.5 2,937.5 2,942.8 245.6 1 Chairman of the Personnel Committee 2 Member of the Personnel Committee 3 1,750.0 At the Supervisory Board's accounts meeting on February 22, 2017, it approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2016 Financial Statements of BASF SE final. The Supervisory Board concurs with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.00 per share. A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current busi- ness situation with detailed information on sales and earnings growth, as well as on opportunities and risks for business devel- opment, the status of important current and planned investment projects, developments on the capital markets, and significant managerial measures taken by the Board of Executive Directors in addition to innovation projects. In its meetings, the Super- visory Board additionally discussed the further development of the BASF Group's business activities through acquisitions, divestitures and investment projects. Significant consultation topics included the acquisition of Chemetall with the entrance into the surface treatment business, the divestiture of the indus- trial coatings business, the sale of the OLED patent portfolio, the acquisition of Henkel's western European building material business for professional users, and the establishment of a joint venture with Avantium for the production of furandicarboxylic acid (FDCA) from renewable resources. BASF Report 2016 - At the meeting on July 25, 2016, KPMG AG Wirtschafts- prüfungsgesellschaft - the auditor elected at the Annual Share- holders' Meeting was charged with the audit for the 2016 reporting year and auditing fees were agreed upon. The focus areas for the annual audit were discussed and defined together with the auditor. The Audit Committee categorically excluded any service relationships between auditor and BASF Group companies outside of the audit of the annual financial state- ments, including beyond prevailing legal limitations. These services may only be performed upon approval by the Audit Committee. For certain nonaudit services beyond the scope of the audit of the financial reports, the Audit Committee either granted approval for individual cases or authorized the Board of Executive Directors to engage KPMG AG Wirtschafts- prüfungsgesellschaft for such services. The authorization of each service applies for one reporting year and is limited in amount. Other important activities included advising the Board of Executive Directors on accounting issues and the internal con- trol system. The internal auditing system and compliance in the BASF Group were each a focus at one meeting of the Audit Committee. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. In all meetings, the Audit Committee also received information on the develop- ment of risks from litigation. The Nomination Committee is responsible for preparing candidate proposals for the election of those Supervisory Board members who are elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objectives for the composition of the Supervisory Board adopted by the Supervisory Board. The Nomination Committee met once in 2016. All committee members attended the meeting. Its focus was the discussion of suitable candidates for the case of the early departure from the Supervisory Board of one of the mem- bers elected by the Annual Shareholder's Meeting. The Strategy Committee, formed to consult on strategic options for the further development of the BASF Group, did not meet in 2016. Corporate Governance and Declaration of Conformity The Supervisory Board places great value on ensuring good corporate governance: In 2016, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the Ger- man Corporate Governance Code's recommendations and suggestions. A further topic was the implementation of legal stipulations in BASF SE. This included the E.U.'s regulation on market abuse with the first-time introduction of legal "closed periods" in which share transactions are not permissible, as well as the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector. The Corporate Governance Report of the BASF Group provides extensive information on BASF's corporate governance. It also includes the Compensation Report, containing full details on the compensation for the Board of Executive Directors and the Supervisory Board. At the meeting of December 15, 2016, current recommen- dations and proposals made for the German Corporate Gover- nance Code and their implementation at BASF were discussed, along with the joint Declaration of Conformity by the Super- visory Board and Board of Executive Directors in accordance with Section 161 of the Stock Corporation Act. BASF complies with the recommendations of the German Corporate Gover- nance Code in its version of May 5, 2015, without exception. The full Declaration of Conformity is rendered on page 150 and is available to shareholders on the company website at: basf.com/en/governance At the meeting on February 21, 2017, the auditor reported in detail on its audits of BASF SE's separate and consolidated financial statements for the 2016 business year and discussed the results of its audit with the Audit Committee. Independence and efficiency review BASF Report 2016 Corporate Governance Report of the Supervisory Board 149 The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. This took place in 2016 as well, as the Chairman of the Supervisory Board con- ducted individual dialogs with each Supervisory Board member using a structured questionnaire. Topics especially centered on Supervisory Board meeting agendas; cooperation with the Board of Executive Directors; information supply of the Super- visory Board; the Committees' duties, composition and work; and cooperation with shareholder and employee representa- tives. The results of these individual meetings were presented and thoroughly discussed at the Supervisory Board meeting on December 15, 2016. Overall, its members rated the Supervisory Board's activity as efficient. The Audit Committee once again conducted a self-assess- ment of its activities in 2016, apart from the efficiency review. Material topic areas were the organization and content of the meetings and the supply of information as the basis of the Com- mittees' work. No notable need for action was identified. Separate and consolidated financial statements KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Shareholders' Meeting for the 2016 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under Section 91(2) of the German Stock Corporation Act in an appropriate manner. In particular, it had instituted an appropriate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. The documents to be examined and the auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 21, 2017, as well as the accounts meeting of the Supervisory Board on February 22, 2017, and reported on the main findings of the audit. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Supervisory Board. The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 21, 2017, and discussed them in detail with the auditor. The Chairwoman of the Audit Committee gave a detailed account of the prelimi- nary review at the Supervisory Board meeting on February 22, 2017. On the basis of this preliminary review by the Audit Com- mittee, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2016, An important aspect of good corporate governance is the independence of Supervisory Board members and their freedom from conflicts of interest. According to assessments of the Supervisory Board, all of its members can be considered independent as defined by the German Corporate Governance Code. The criteria used for this evaluation can be found in the Corporate Governance Report on page 130. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has business relations, we see no impairment of their independence. The scope of these businesses is relatively marginal and furthermore takes place under conditions similar to those of a third party. Important focus points of the Supervisory Board's consulta- tion topics over the entire business year centered on develop- ments in the chemical industry as a result of announced mergers and acquisitions, such as the DOW and DuPont merger; the acquisition of Monsanto by Bayer and of Syngenta by ChemChina; their potential impact on BASF's business and strategic development possibilities, especially in the Agricultural Solutions segment; and current and future courses of action. The Audit Committee is responsible for all the tasks listed in Section 107(3)(2) of the German Stock Corporation Act and in Subsection 5.3.2 of the German Corporate Governance Code in its version of May 5, 2015. The Audit Committee met five times during the reporting period. All committee members attended all meetings. Its core duties were to review BASF SE's Financial Statements and Consolidated Financial Statements, as well as to discuss the quarterly and first-half financial reports with the Board of Executive Directors prior to their publication. BASF Report 2016 Corporate Governance Report of the Supervisory Board 147 With respect to regional opportunities and risks, the Supervisory Board was often occupied with political and economic develop- Iments in northern Africa and the Middle East as well as the development of local markets there. Possibilities for tapping these markets were discussed. At its meeting on February 24, 2016, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2015 business year as presented by the Board of Executive Directors. The meeting on April 29, 2016, served to prepare for the Annual Shareholders' Meeting. In addition to strategically significant individual measures, the Supervisory Board also addressed BASF's strategy and long-term business prospects in individual business areas and regions. This was the focus of its meeting on July 25/26, 2016, at which the Board of Executive Directors provided a status update on the implementation of the "We create chemistry" strategy. Main consultation topics comprised possibilities and objectives for strategic portfolio development, innovation and technology, the development of the Oil & Gas and Agricultural Solutions segments, the automotive sector as a key customer industry (especially with regard to the development of electro- mobility), and opportunities and risks in the Asia Pacific region. In addition, the Supervisory Board addressed future pros- pects for the main site in Ludwigshafen and the further develop- ment of the Engineering & Maintenance function at its meeting on October 25, 2016. At its meeting on December 15, 2016, the Supervisory Board discussed and approved the Board of Executive Direc- tors' operative and financial planning including the investment budget for 2017, and as usual empowered the Board of Execu- tive Directors to procure necessary financing in 2017. Composition and compensation of the Board of Executive Directors In several meetings in the 2016 business year, the Supervisory Board conferred on, and passed resolutions on, personnel topics in the Board of Executive Directors as well as questions concerning the compensation of the Board of Executive Directors. Based on preparation conducted by the Personnel Committee, it determined the targets for the Board of Executive Directors for the 2016 business year at its meeting on Feb- ruary 24, 2016. compensation system, as well as the structure of the compen- sation of the Supervisory Board. The basis for this was devel- oped and intensively discussed with an independent compen- sation consultant. The focus of the December 15, 2016, meeting was the discussion of and resolution on the Super- visory Board's proposal for new appointments to the Board of Executive Directors, the adjustment of that Board's compensa- tion, and a redesign of the Supervisory Board's compensation. In addition, the Personnel Committee advised on the perfor- mance evaluation of the Board of Executive Directors as well as the target figures for the proportion of women in that Board. At its meeting on December 15, 2016, the Supervisory Board advised on long-term succession planning for the Board of Executive Directors and approved the early conclusion of the term for Dr. Harald Schwager, member of the Board of Execu- tive Directors for many years, in order to allow for structured succession. Dr. Harald Schwager agreed on early discontinu- ance of his contract without severance pay by the company and will receive the contractually agreed upon interim and pension benefits in accordance with proper expiration of a term on the Board of Executive Directors. Dr. Harald Schwager will therefore depart the Board of Executive Directors together with Margret Suckale at the conclusion of the Annual Shareholders' Meeting Furthermore, the Supervisory Board agreed at its December 15, 2016, meeting on the performance evaluation of the Board of Executive Directors for the 2016 business year as well as - based on an appropriateness test conducted by the Personnel Committee - an adjustment of the Board of Executive Directors' compensation including an increase in the fixed salary and annual variable target compensation, effective January 1, 2017. At several meetings, the Supervisory Board discussed the topic of the compensation of the Supervisory Board. The cur- rent configuration of the Supervisory Board's compensation, with a fixed salary and a limited variable compensation compo- nent based on earnings per share, has existed largely unchanged since 2006. In normal business years, compensation in fact purely comprises a fixed salary, as the maximum amount of the variable compensation is for the most part reached by the high level of earnings per share. This was also the case for compen- sation for 2016. The Supervisory Board therefore decided to propose to the 2017 Annual Shareholders' Meeting a formal restructuring of the BASF Supervisory Board's compensation to a purely fixed salary, combined with a long-term obligation for the Supervisory Board members to acquire and keep shares - in line with the development of the compensation structures of the majority of large publicly traded companies in Germany. Committees The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Executive Directors and the granting of loans in accordance with Section 89(4) of the German Stock Corporation Act (Personnel Commit- tee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee. Following each Committee meeting, the chairpersons of the Committees reported in detail about the meetings and the activities of the Committees at the subse- quent meeting of the Supervisory Board. For information on the composition of the committees and the tasks assigned them by the Supervisory Board, see the Corporate Governance Report on page 129 The Personnel Committee met four times during the reporting period. All committee members attended the meetings. At its meeting on February 24, 2016, the Personnel Committee advised on the targets for the Board of Executive Directors for the 2016 business year. The meetings on July 25, 2016, and October 25, 2016, focused on development of leadership at the top levels of management below the Board of Executive Directors and succession planning for that Board. Further consultation topics comprised a review of the appropriateness of the compensation of the Board of Executive Directors, both in terms of amount and configuration of the 148 Corporate Governance Report of the Supervisory Board on May 12, 2017. At the same Supervisory Board meeting, Saori Dubourg and Dr. Markus Kamieth were appointed to the Board of Executive Directors, effective at the end of the 2017 Annual Shareholders' Meeting, each with a first-time term to the end of the 2020 Annual Shareholders' Meeting. 7984 LTI program 2007 (2007-2015) 527 285.6 Ralf-Gerd Bastian 60.0 60.0 120.0 120.0 50.0 50.0 230.0 230.0 Dame Alison Carnwath DBE3,7 60.0 60.0 120.0 120.0 282.5 15.6 12.5 180.0 31.3 475.0 481.3 Michael Diekmann, Vice Chairman2,6 90.0 90.0 180.0 100.0 180.0 17.2 282.5 287.2 Robert Oswald, Vice Chairman2.7 90.0 90.0 180.0 12.5 103.1 280.0 283.1 50.0 230.0 230.0 Francesco Grioli 60.0 60.0 120.0 50.0 120.0 180.0 Waldemar Helber, Supervisory Board member since April 29, 2016 45.0 90.0 135.0 1515 180.0 25.0 120.0 60.0 Wolfgang Daniel, Supervisory Board member until April 29, 2016 20.0 60.0 40.0 120.0 60.0 120.0 180.0 60.0 60.0 120.0 120.0 180.0 180.0 60.0 Prof. Dr. François Diederich 300.0 Franz Fehrenbach4 150.0 4 At the end of the regular term of the LTI program 2008, exercise gains which were realized in 2012 or 2010 were allocated to Dr. Kurt Bock and Wayne T. Smith in 2016 in accordance with the special conditions of the U.S. LTI program. 5 At the end of the regular term of the LTI program 2007, exercise gains which were realized in 2009, 2012 or 2013 were allocated to Dr. Kurt Bock, Dr. Hans-Ulrich Engel and Wayne T. Smith in 2015 in accordance with the special conditions of the U.S. LTI program. Accounting valuation of multiple-year variable compensation (LTI programs) The options granted resulted in an expense in 2016. This expense refers to the total of all options from the LTI programs 2008 to 2016 and is calculated as the difference in the value of the options on December 31, 2016, compared with the value on December 31, 2015, considering the options exercised and granted in 2016. The value of the options is based primarily on the development of the BASF share price and its relative per- formance compared with the benchmark index specified for the LTI programs 2008 to 2016. The expenses reported below are purely accounting figures which do not equate with the allocated actual gains should options be exercised. Each member of the Board may decide individually on the timing and scope of the exercise of options of the LTI programs, while taking into account the terms and conditions of the program. The expenses for 2016 relating to all options issued were as follows: Dr. Kurt Bock €5,000 thousand (2015: expense of €1,058 thousand); Dr. Martin Brudermüller €4,052 thousand (2015: expense of €788 thousand); Dr. Hans-Ulrich Engel €4,011 thousand (2015: expense of €660 thousand); Sanjeev Gandhi €156 thousand (2015: expense of €17 thousand); Michael Heinz €2,423 thousand (2015: expense of €517 thou- sand); Dr. Harald Schwager €4,182 thousand (2015: expense of €642 thousand); Wayne T. Smith €1,872 thousand (2015: expense of € 616 thousand); and Margret Suckale €2,613 thousand (2015: expense of €419 thousand). For more on the LTI program, see page 45 and from page 216 onward 143 144 Corporate Governance Compensation report BASF Report 2016 Pension benefits The values for service cost incurred in 2016 contain service cost for BASF Pensionskasse WaG and Board Performance Pension. Service cost for the members of the Board of Execu- tive Directors is shown individually in the tables "Compensation granted in accordance with GCGC" and "Compensation allo- cated in accordance with GCGC." The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The defined benefit obligations up to and including 2016 were as follows: Dr. Kurt Bock €18,931 thousand (2015: €15,684 thousand); Dr. Martin Brudermüller €15,929 thou- sand (2015: €13,148 thousand); Dr. Hans-Ulrich Engel €10,968 thousand (2015: €9,068 thousand); Sanjeev Gandhi €2,409 thousand (2015: €1,588 thousand); Michael Heinz €10,229 thousand (2015: €8,226 thousand); Dr. Harald Schwager €11,096 thousand (2015: €9,157 thousand); Wayne T. Smith €3,210 thousand (2015: €2,355 thousand); and Margret Suckale €4,315 thousand (2015: €3,518 thou- sand). 3 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 2 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 1 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special items and the performance factor. This includes contributions made to the deferred compensation program. 2,079 1515 300.0 LTI program 2008 (2008-2016) 7984 LTI program 2009 (2009-2017) LTI program 2010 (2010-2018) 527 End-of-service benefits Total LTI program 2012 (2012-2020) Service cost Total compensation in accordance with GCGC 2,098 478 2,576 2,266 309 2,575 1,753 326 LTI program 2011 (2011-2019) In the event that a member of the Board of Executive Directors retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension benefits if they I have served on the Board for at least ten years or if the time needed to reach legal retirement age is less than ten years. The company is entitled to offset compensation received for any other work done against pension benefits until the legal retirement age is reached. 2,763 445 3,208 There is a general limit on severance pay (severance pay- ment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without serious cause, may not exceed the value of two years' compensation, including fringe benefits, nor com- pensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total compensation for the past business year and, if appropri- ate, also the expected total compensation for the current related variable Compensation for committee Fixed salary compensation memberships Total compensation 2016 Performance- 2015 2016 2015 2016 2015 The following applies to end of service due to a change- of-control event: A change-of-control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. If a Board member's appointment is revoked within one year following a change-of-control event, the Board member will receive the contractually agreed payments for the remaining contractual term of office as a one-off payment (fixed salary and annual variable target compensation). The Board member may also receive the fair value of the option rights acquired in connection with the LTI program within a period of three months or may continue to hold the existing rights under the terms of the program. For the determination of the accrued pension benefits from the Board Performance Pension, the time up to the regular expiry of office is taken into consid- eration. 150.0 Dr. Jürgen Hambrecht, Chairman 1.5 2015 Compensation of the Supervisory Board of BASF SE (thousand €) 2016 For more on the D&O insurance of the Supervisory Board, see page 133 Total compensation for previous Board members and their surviving dependents amounted to €15.9 million in 2016 (2015: €12.1 million¹). This figure also contains payments that previous Board members have themselves financed through the deferred compensation program and the expense or gain for 2016 relating to options that previous members of the Board still hold from the time of their active service period. Former members of the Board of Executive Directors Total compensation of the Supervisory Board for activities in 2016, including attendance fees, was around €3 million (2015: around €3 million). The compensation of the individual Super- visory Board members was as follows. business year. If the appointment to the Board of Executive Directors is prematurely terminated as the result of a change- of-control event, the payments may not exceed 150% of the severance compensation cap. The continuation of the options that have not yet been exercised at the time of retirement, along with the continuation of the associated holding period for individual investment in BASF shares under the conditions of the program, is intended in order to particularly emphasize how sustainability is incor- porated into the compensation for the Board members. Pension provisions for previous Board members and their surviving dependents amounted to €150.4 million (2015: €144.7 million²). Compensation of Supervisory Board members Each member of the Supervisory Board receives an annu- al fixed compensation of €60,000 and a performance-related variable compensation for each full €0.01 by which the earn- ings per share of the BASF Group, as declared in the BASF Group Consolidated Financial Statements for the year for which the remuneration is paid, exceeds the minimum earn- ings per share. For the 2016 business year, minimum earnings per share amounted to €1.75 (2015: €1.70). The perfor- mance-related variable remuneration is €800 for each €0.01 of earnings per share up to an earnings per share of €2.50, €600 for each further €0.01 of earnings per share up to an earnings per share of €3.00, and €400 for each €0.01 beyond this. The minimum earnings per share and the corresponding thresh- olds shall increase by €0.05 for each subsequent business year. The performance-related variable compensation is limit- ed to a maximum amount of €120,000. Based on the earnings per share of €4.42 published in the BASF Group Consolidated Financial Statements 2016, the performance-related compensation reached the maximum amount of €120,000 (2015: €120,000). The chairman of the Supervisory Board receives two-and- a-half times and a vice chairman one-and-a-half times the compensation of an ordinary member. Members of the Super- visory Board who are members of a committee, except for the Nomination Committee, receive a further fixed compensation for this purpose in the amount of €12,500. For the Audit The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recommendations of the German Corporate Governance Code (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. 2 Also includes the defined benefit obligations provided to Dr. Andreas Kreimeyer, up to and including December 31, 2015. BASF Report 2016 of the duties of the members of the Supervisory Board in the cover of a directors' and officers' liability insurance (D&O insur- ance) concluded by it, which includes a deductible. Corporate Governance Compensation report 1 Also includes the pro rata temporis compensation of Dr. Andreas Kreimeyer up to his departure from the Board of Executive Directors on April 30, 2015. Committee, the further fixed compensation is €50,000. The chairman of a committee shall receive twice and a vice chair- man one-and-a-half times the further fixed compensation. The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Super- visory Board or of a committee. The company further grants the members of the Supervisory Board a fee of €500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and includes the performance 629 6,313 8,209 [21] Provisions for pensions and similar obligations 31,545 32,568 761 Other provisions [22] [23] Financial indebtedness 3,369 Deferred tax liabilities [11] 3,317 3,381 [24] 12,545 11,123 Other liabilities 30,916 [24] 873 3,667 31,807 Minority interests (4,014) 24,566 869 Total assets 76,496 70,836 Equity and liabilities (million €) Subscribed capital Capital surplus Retained earnings Other comprehensive income Equity of shareholders of BASF SE Equity Explanations in Note Dec. 31, 2016 Dec. 31, 2015 [19] 1,176 1,176 [19] 3,130 3,141 [19] 31,515 30,120 [20] (3,521) Noncurrent liabilities 2015 25,055 Statement of cash flows Statement of cash flows BASF Group Statement of cash flows¹ (million €) BASF Report 2016 2016 Net income 4,056 3,987 Depreciation and amortization of intangible assets, property, plant and equipment and financial assets 4,291 4,448 Changes in inventories (182) 1,094 Changes in receivables (640) 1,463 Changes in operating liabilities and other provisions 926 (1,210) Changes in pension provisions, defined benefit assets and other items (547) (317) 25,946 Consolidated Financial Statements 28,611 158 1 For a reconciliation of the amounts in the statement of cash flows with the balance sheet item "cash and cash equivalents," see page 158. Accounts payable, trade Provisions Tax liabilities Financial indebtedness Other liabilities 4,610 4,020 [23] 2,802 2,540 [11] 1,288 1,082 [24] 3,767 4,074 [24] 2,850 2,520 Current liabilities 15,317 14,236 Total equity and liabilities 76,496 70,836 157 Current assets (4,840) 1,375 As of December 31, 2016 (5,373) 1,476 32 (149) 561 (4,014) As of January 1, 2015 Additions Gains (-)/losses (+) from disposal of noncurrent assets and securities (259) 20 (403) (5,482) 961 924 0 385 2,270 Releases 681 68 Deferred taxes As of December 31, 2015 (273) (4,084) 21 (13) (2) 553 Foreign Remeasure- ment of defined currency Measurement translation of securities benefit plans adjustment at fair value As of January 1, 2016 (4,084) 652 20 Additions (1,842) 835 14 Cash flow hedges (109) (61) Total income and expense recognized in equity (3,521) (1,054) Releases Deferred taxes (11) 2,241 652 (91) [11] 2,513 1,791 [18] 1,210 1,720 50,550 46,270 Inventories [17] 10,005 9,693 Accounts receivable, trade [18] 10,952 9,516 Other receivables and miscellaneous assets [18] 3,078 3,095 Marketable securities 536 21 Cash and cash equivalents¹ [1] 526 0 605 4,436 (377) 20 (109) (3,521) 1 Reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 20 on page 197 BASF Report 2016 Balance sheet BASF Group Assets (million €) Intangible assets Property, plant and equipment Investments accounted for using the equity method Other financial assets Deferred tax assets Other receivables and miscellaneous assets Noncurrent assets Consolidated Financial Statements Balance sheet Explanations in Note [14] Dec. 31, 2016 15,162 Dec. 31, 2015 12,537 [15] 26,413 25,260 [16] 4,647 [16] (187) (3,521) Cash provided by operating activities (2)4 3,141 (72)5 686 (6) (234) (240) 30,120 (3,521) 30,916 629 31,545 1,176 1 For more information on the items relating to equity, see Notes 19 und 20 from page 196 onward. 3 Including profit and loss transfers 4 Granting of BASF shares under the BASF share program "plus" 5 Including reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 19 on page 196 6 Reclassification to retained earnings in accordance with IAS 19.122; for more information, see Note 20 on page 197 160 Consolidated Financial Statements Notes - Policies and scope of consolidation Policies and scope of consolidation 1 Summary of accounting policies BASF Report 2016 1.1 2 Details are provided in the table "Income and expense recognized in equity" on page 156. 918,478,694 As of December 31, 2015 consolidation and other changes 28,777 (5,482) 27,614 581 28,195 As of January 1, 2015 Effects of acquisitions achieved in stages Dividend paid (2,572) (2,572) (234)³ (2,806) Net income Changes to income and expense recognized directly in equity Changes in scope of 3,987 3,987 314 4,301 1,893 1,893 202 2,095 General information BASF SE (registered at the district trade register, or Amts- gericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. The Consolidated Financial Statements of BASF SE as of December 31, 2016, have been prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) and Section 315a (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2016 fiscal year, all of the binding IFRSS and pronouncements of the Inter- national Financial Reporting Interpretations Committee (IFRIC) were applied. The Consolidated Financial Statements are presented in euros. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. Recognition of expected losses for trade accounts receiv- able will largely take place on the basis of internal and external customer ratings and the associated probability of default. Furthermore, the new impairment model is also to be used for other financial instruments measured at amortized cost, such as bank balances, loan receivables and miscellaneous receivables to the extent that they represent financial instru- ments. As no group-wise individual valuation allowances are currently calculated for such financial assets, the introduction of IFRS 9 will probably mean an increase in the risk provision. This effect cannot yet be reliably quantified. With regard to new hedge accounting regulations, BASF assumes that, in principle, all existing hedge accounting relationships may be continued under IFRS 9. It has not yet been fully determined how the accounting choices concerning the designation of derivatives, as introduced by IFRS 9, will be exercised. BASF has not opted for early application of the new standard. At the moment, BASF assumes that the new regulations can be applied prospectively to a large extent. The difference in the impairment amount that will arise upon transition to IFRS 9 will be recognized in equity at the beginning of the business year of the first-time adoption of the standard. Exceptions to the prospective application are the regulations on accounting for the time value of options if only the intrinsic value is designated, and the analysis of the cash flow condition that generally pertains to the point in time of the first recognition of each financial instrument. 161 162 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2016 IFRS 15 - Revenues from Contracts with Customers The IASB published the new standard on revenue recognition, IFRS 15, on May 28, 2014. The revised standard particularly aims to standardize existing regulations and thus improve transparency and the comparability of financial information. The rules and definitions of IFRS 15 supersede the content of IAS 11, IAS 18, IFRIC 13. The new standard will be effective for reporting periods beginning on or after January 1, 2018. BASF does not plan to adopt the standard early. The European Union endorsed the standard in 2016. The new standard does not differentiate between different types of contracts and services, but rather introduces uniform criteria for the timing of revenue recognition. According to IFRS 15, sales revenue is recognized when control of the agreed-upon goods or services and the benefits obtainable from them are transferred to the customer. Sales revenue is measured as the amount the entity expects to receive in exchange for goods and services. The new model for the determination of revenue recog- nition is based on five steps: - Step 1: Identify the contract(s) with a customer - Step 2: Identify the performance obligations in the contract - Step 3: Determine the transaction price - Step 4: Allocate the transaction price to the performance obligations in the contract - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation The new standard's potential impact on BASF's net assets, financial position and results of operations is being assessed. A Group-wide analysis was conducted to investigate the extent to which BASF is affected by the new standard. First, the major types of contracts were identified at an operating division level and analyzed with regard to the changes in accounting under IFRS 15. Based on the results, the need for adjustment is currently being assessed. Analysis of the contracts showed that contracts with customers almost exclusively contain one service component or a number of similar service components and that these must be fulfilled by a certain point in time. Furthermore, con- tracts with customers were identified that could lead, accord- ing to IFRS 15, to a shift in time of revenue recognition. These are mainly contracts with several contractual obligations and revenues from issuing licenses. In such cases, revenue recognition according to IFRS 15 will take place at both an earlier and later point in time than it had been previously. BASF assumes that fulfillment of the new standard's requirements will necessitate the introduction of the balance sheet items "contractual asset" and "contractual liability" as well as more comprehensive quantitative and qualitative disclosures in the Notes to the Consolidated Financial Statements. The analyses showed no grounds to expect material impact on BASF's results of operations or net assets. BASF is currently planning to apply IFRS 15 for the first time on January 1, 2018, by adjusting equity in the amount of the cumulative effect (modified retroactive application). IFRS 16 - Leases The IASB published the new standard on leasing, IFRS 16, on January 13, 2016. The rules and definitions of IFRS 16 supersede the content of IAS 17, IFRIC 4, SIC 15 and SIC 27. The standard requires an accounting model for a lessee that recognizes all assets and liabilities from leasing agreements in the balance sheet, unless the term is twelve months or less or the underlying asset is of low value. As for the lessor, the new standard substantially carries forward the lessor accounting requirements of IAS 17 – Leases. The new standard will be effective for reporting periods beginning on or after January 1, 2019. An endorsement by the European Union is still pending. BASF does not plan on early adoption and will likely recognize the cumulative adjustment effect in equity on January 1, 2019. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The IASB issued amendments to IFRS 10 and IAS 28 on September 11, 2014. The amendments address a known inconsistency between the requirements of IFRS 10 and IAS 28 (2011) in the case of the sale of an asset to an associated company or a joint venture or the contribution of an asset to an associated company or a joint venture. According to IFRS 10, if the disposal of a subsidiary by a parent company results in a loss of control, it recognizes the gain or loss on the sale of the subsidiary in the full amount in the income state- ment. In contrast, the currently applicable IAS 28.28 requires that a gain on sales transactions between an investor and an investment accounted for using the equity method - whether it be an associated company or joint venture – is recognized only to the extent of the investor's interests in the associated company or joint venture. In the future, the entire gain or loss. arising from a transaction shall only be recognized when the assets sold or contributed constitute a business combination according to IFRS 3. This applies regardless of whether the transaction is a share or asset deal. Only a pro rata recognition of gain is permissible if the assets do not constitute a business combination. IASB has postponed the effective date of the changes indefinitely. As IFRS 9 introduces a cash flow condition that needs to be considered in classifying financial assets, it is possible that financial assets measured at amortized cost or at fair value through other comprehensive income as per IAS 39 may, in the future, need to be measured at fair value through profit or loss. BASF will conduct this analysis in 2017. Impacts may especially be observed for securities that are currently classified as available-for-sale financial assets and thus measured at fair value through other comprehensive income. Depending on the cash flow characteristics of these financial instruments, measurement at fair value through profit or loss may be required in the future. 3,143 The new requirements for classification and measurement could have an impact on the accounting treatment of other shareholdings. BASF currently measures almost all of these shareholdings at amortized cost, in line with IAS 39.46c. Because IFRS 9 does not contain any comparable regulations, BASF is currently reviewing what represents the best metric for estimating fair value on a case-by-case basis. BASF will determine on an instrument-by-instrument basis whether measurement will take place at fair value through other comprehensive income or at fair value through profit or loss. In the future, the recognition of financial asset impairments is based on expected losses according to IFRS 9. The general approach adopts a three-stage model to assess the provisions for risks. The model requires different degrees of impairment based on the credit default risk of the counterparties. For cer- tain financial instruments, such as trade accounts receivable, operational simplifications for recognizing impairment losses apply. The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. The accounting policies applied are largely the same as those used in 2015, with the exception of any changes arising from the application of new or revised standards. In its meeting on February 20, 2017, the Board of Executive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for review and approval, and released them for publication. 1.2 Changes in accounting principles Accounting policies applied for the first time in 2016 Amendments to IAS 1 - Disclosure Initiative On December 18, 2014, the IASB issued amendments made to IAS 1. The amendments pertain to various disclosure requirements. It is made clear that information needs to be disclosed in the notes only if this is material for the company. This explicitly applies if a standard calls for a list of minimum disclosures. Explanations are moreover provided on the aggregation and disaggregation of line items in the balance sheet and statement of comprehensive income. Furthermore, the revised standard clarifies how an entity's share of the other comprehensive income of equity-accounted companies is to be presented in the statement of comprehensive income. The changes are effective for reporting periods beginning on or after January 1, 2016. An endorsement by the European Union was issued on December 19, 2015. Due to the recent revision of IAS 1, the contributions of companies accounted for using the equity method are now shown separately in the Statement of Comprehensive Income. In addition, noncon- trolling interests have been distributed among the subitems under the separate "minority interests" column. Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortization The IASB issued amendments to IAS 16 and IAS 38 on May 12, 2014. These revisions provide further guidance on determining an acceptable method of depreciation and amortization. Revenue-based methods are not permissible for property, plant and equipment and are only permissible for intangible assets in specific exceptional cases (rebuttable presumption of inappropriateness). The changes are effective for reporting periods beginning on or after January 1, 2016. The European Union's endorsement was issued on Decem- ber 3, 2015. The amendments did not have a material effect on BASF. Amendments to IAS 19 Defined Benefit Plans - Employee Contributions to The IASB issued amendments to IAS 19 on Novem- ber 21, 2013. The amendments clarify requirements dealing with the allocation to service periods of employee or third- party contributions in cases where these are linked to the service period. Furthermore, practical expedients were made for cases where contributions are independent from the number of service years. The European Union endorsed the changes on January 9, 2015. In a deviation from the IASB's effective date (reporting periods beginning on or after July 1, 2014), IFRS-based financial statements in the European Union must apply the amendments for reporting periods beginning on or after February 1, 2015. The applica- tion of the amendments did not materially affect BASF. Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations The IASB issued amendments to IFRS 11 on May 6, 2014. IFRS 11 includes regulations on the recognition of assets and liabilities and gains or losses of joint ventures and joint operations. Whereas joint ventures are accounted for using the equity method, joint operations, according to IFRS 11, are recognized in a similar fashion to proportional consolidation. With the amendment to IFRS 11, IASB regulates the accounting for the acquisition of shares in a joint operation, which constitutes a business according to IFRS 3 - Business Combinations. In such cases, the acquirer shall apply the principles of accounting for business combinations according to IFRS 3. Furthermore, the disclosure requirements in IFRS 3 also apply in such cases. The amendments are effective for reporting periods beginning on or after January 1, 2016. An endorsement by the European Union was issued on November 25, 2015. BASF did not acquire shares in a joint operation in 2016. BASF Report 2016 Consolidated Financial Statements Notes - Policies and scope of consolidation IFRS Annual Improvements Cycle 2010-2012 Under its Annual Improvement Project, the IASB issued amendments to several standards on December 12, 2013. The affected standards are IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38. The amendments address details of the recognition, measurement and disclosure of business transactions or serve to standardize terminology. The European Union endorsed the changes on January 9, 2015. In a deviation from the IASB's effective date (reporting periods beginning on or after July 1, 2014), IFRS-based financial statements in the European Union must apply the amendments for reporting periods beginning on or after Feb- ruary 1, 2015. The application of the amendments did not materially affect BASF. IFRS Annual Improvements Cycle 2012-2014 Under its Annual Improvement Project, the IASB issued amendments to several standards on September 25, 2014. The affected standards are IAS 19, IAS 34, IFRS 5 and IFRS 7. The amendments address details of the recognition, measure- ment and disclosure of business transactions or serve to standardize terminology. The changes are effective for report- ing periods beginning on or after January 1, 2016. An endorsement by the European Union was issued on Decem- ber 16, 2015. The application of the amendments did not materially affect BASF. IFRSS and IFRICS not yet to be considered The effects on the BASF Group financial statements of the IFRSS and IFRICs not yet in force or not yet endorsed by the European Union in 2016 were reviewed and are explained below. IFRS 9 - Financial Instruments On July 24, 2014, the IASB issued the final version of IFRS 9, concluding the multiyear project to replace IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 contains new requirements for the classification and measurement of financial instruments, fundamental changes regarding the accounting treatment of financial asset impairments, and a reformed approach to hedge accounting. The new standard will be effective for reporting periods beginning on or after January 1, 2018. The European Union endorsed the standard in the fourth quarter of 2016. IFRS 9 retains "amortized cost" and "fair value" as the criteria for measuring financial instruments. Whether financial assets are measured at amortized cost or fair value will depend on two factors: the entity's business model for man- aging the portfolio to which the financial asset belongs and the contractual cash flow characteristics of the financial asset. The IFRS 9 regulations on hedge accounting aim for a closer alignment of hedge accounting with the entity's risk manage- ment strategy. 1,176 918,478,694 32,568 Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 1 More information on the statement of cash flows can be found in the Management's Report (Financial Position) on page 58. Other information on cash flows can be found in Note 29 on page 215. 28 66 7,533 6,937 (6,954) (7,870) (2,664) (2,572) (103) (234) (2,160) (3,673) (933) 538 Other comprehensive income 66 (19) 1 4 2,241 1,375 1,718 changes in scope of consolidation 2,241 From foreign exchange rates Net changes in cash and cash equivalents 7,717 9,446 Payments made for property, plant and equipment and intangible assets Payments made for financial assets and securities (4,145) (5,812) (1,389) (920) Payments made for acquisitions (2,828) (215) Payments received for divestitures 664 651 Payments received from the disposal of noncurrent assets and securities 1,208 1,061 Cash used in investing activities (6,490) (5,235) Capital increases/repayments and other equity transactions Additions to financial and similar liabilities Repayment of financial and similar liabilities Dividends paid To shareholders of BASF SE minority shareholders Cash used in financing activities Change in cash and cash equivalents (19) BASF Report 2016 Statement of equity1 (million €) (2,767) 4,056 4,056 199 4,255 recognized directly in equity (493) (493) 11 (482) Changes in scope of consolidation and other changes (11)4 3 (8) 25 17 As of December 31, 2016 918,478,694 1,176 3,130 31,515 (4,014) 31,807 761 (103)³ Statement of equity BASF Group (2,664) Changes to income and expense Consolidated Financial Statements Statement of equity 159 Number of Other com- shares outstanding Subscribed capital Capital Retained surplus earnings prehensive income² Equity of share- holders of BASF SE As of January 1, 2016 918,478,694 1,176 3,141 30,120 30,916 Minority interests 629 Equity 31,545 Effects of acquisitions achieved in stages Dividend paid Net income (2,664) Development of income and expense recognized in equity of shareholders of BASF SE (million €) (284) 2 For more information, see Note 22, "Provisions for pensions and similar obligations," from page 198 onward. Other financial result Other financial expenses Other financial income Interest result Interest expenses Interest income Net income from shareholdings Expenses from other shareholdings Income from other shareholdings 6,248 6,275 [4] Income from operations (3,640) 251 307 [9] Income from companies accounted for using the equity method (3,133) [8] Other operating expenses 2,004 1,780 [7] Other operating income (1,953) (1,863) [6] Research and development expenses (1,429) Financial result (1,337) 54 (71) Minority interests 4,301 4,255 Income before minority interests (1,247) (1,140) [11] Income taxes 5,548 5,395 Income before taxes and minority interests (700) (880) [10] 3 For more information, see Note 27, "Supplementary information on financial instruments," from page 208 onward. (381) (436) (478) 152 97 (425) (482) (638) (661) 213 179 9 (17) (71) 80 [12] [6] (8,062) BASF Report 2016 Auditor's report Auditor's report Consolidated Financial Statements 154 153 Margret Suckale Suckale Dr. Harald Schwager کرمل Wayne T. Smith butti Michael Heinz Heinz Sanjeev Gandhi Dr. Hans-Ulrich Engel Chief Financial Officer Meegel Dr. Martin Brudermüller Vice Chairman Rundeniable Dr. Kurt Bock Chairman Ludwigshafen am Rhein, February 21, 2017 To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal con- trol and risk management system are continually audited throughout the Group by our internal audit department. We have established effective internal control and steering systems in order to ensure that the BASF Group's Consoli- dated Financial Statements and Management's Report comply with applicable accounting rules and to ensure proper corporate reporting. The BASF Group Consolidated Financial Statements for 2016 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the Inter- national Accounting Standards Board (IASB), London, and have been endorsed by the European Union. The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. Statement by the Board of Executive Directors and assurance pursuant to Sections 297(2) and 315(1) of the German Commercial Code (HGB) Consolidated Financial Statements Statement by the Board of Executive Directors BASF Report 2016 We have audited the consolidated financial statements prepared by BASF SE, Ludwigshafen am Rhein, Germany, comprising the statement of income, statement of income and expense recognized in equity, balance sheet, statement of cash flows, statement of equity and the Notes to the Consolidated Financial Statements together with the Group Management's Report for the business year from January 1 to December 31, 2016. The preparation of the Consolidated Financial Statements and the Group Management's Report in accordance with IFRSS as adopted by the European Union, and the additional requirements of German commercial law pursuant to Section 315a(1) of the German Commercial Code (HGB) are the responsibility of the parent company's manage- ment. Our responsibility is to express an opinion on the Consolidated Financial Statements and on the Group Management's Report based on our audit. In addition, we have been instructed to express an opinion as to whether the consolidated financial statements comply with full IFRS. General administrative expenses We conducted our audit of the Consolidated Financial Statements in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Consolidated Financial Statements in accordance with the applicable financial reporting framework and in the Group Management's Report are detected with reasonable Our audit has not led to any reservations. (7,764) [6] 19,077 18,285 (51,372) (39,265) [6] 70,449 57,550 [4] 2015 2016 Explanations in Note Consolidated Financial Statements Statement of income Selling expenses Gross profit on sales Cost of sales Sales revenue Statement of income (million €) BASF Group Statement of income BASF Report 2016 Wirtschaftsprüfer Krauẞ Wirtschaftsprüfer Wirtschaftsprüfungsgesellschaft KPMG AG Frankfurt am Main, February 21, 2017 In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSS as adopted by the E.U., the additional requirements of German commercial law pursuant to Section 315a(1) HGB and full IFRS and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Group Management's Report is consistent with the Consolidated Financial Statements, conforms to legal requirements, and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development. assurance. Knowledge of the business activities and the economic and legal environment of the Group and expecta- tions as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Management's Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Board of Executive Directors, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. (199) Rega Net income reclassified Deferred taxes for gains/losses that can be 64 858 922 11 747 758 Unrealized gains/losses from currency translation 213 369 582 (68) (68) Cash flow hedges, net³ 329 347 676 (51) (51) in the income statement Reclassifications of realized gains/losses recognized (116) 22 (94) (17) (17) Unrealized gains/losses from cash flow hedges 9 8 9 8 (104) (314) 1 For more information on other comprehensive income, see Note 20 on page 197. 516 5,880 6,396 210 3,563 3,773 202 1,893 2,095 11 (493) (482) Comprehensive income Other comprehensive income after taxes 202 1,205 1,407 796 807 Gains/losses that can be reclassified 82 82 100 100 after taxes from equity-accounted shareholdings Gains/losses that can be reclassified (75) (179) securities, net³ 11 314 Unrealized gains/losses from fair value changes in available-for-sale securities Gains/losses that cannot be reclassified after taxes from equity-accounted shareholdings Gains/losses that cannot be reclassified Deferred taxes for gains/losses that cannot be reclassified Remeasurement of defined benefit plans² Income before minority interests Statement of comprehensive income¹ (million €) BASF Group Statement of income and expense recognized in equity BASF Report 2016 Statement of income and expense recognized in equity Consolidated Financial Statements 156 155 4.33 4.41 [5] (0.01) (0.01) [5] Dilution effect (€) 4.34 4.42 [5] Earnings per share (€) 3,987 Fair value changes in available-for-sale 4,056 Reclassifications of realized gains/losses recognized in the income statement Diluted earnings per share (€) BASF Group 0 Minority interests 2016 Shareholders о 0 0 9 6 688 (12) (12) (3) (1,289) (1,289) (3) (273) 688 553 (273) Minority interests of BASF SE 4,056 199 4,255 2015 Shareholders of BASF SE 3,987 BASF Group 4,301 (1,839) (1,839) 973 973 553 - 11 companies headquartered in all regions which had not been consolidated at the time of the first inclusion in the Consolidated Financial Statements. Thereof eight were newly established in 2016. - one newly acquired company headquartered in Japan - four companies which had previously not been consolidated, headquartered in Germany, China, India and Pakistan While BASF does not hold majority shares in ZAO Gazprom YRGM Trading, BASF is entitled to the earnings of the com- pany due to profit distribution arrangements, so that the company is fully consolidated in the Group Consolidated Financial Statements. - Two newly established companies with headquarters in the regions Asia-Pacific and North America 33 companies in connection with the acquisition of Chemetall registered in all regions - First-time consolidations in 2015 comprised: First-time consolidations in 2016 comprised: 2 Scope of consolidation Changes in scope of consolidation 2.1 BASF Report 2016 Notes - Policies and scope of consolidation Consolidated Financial Statements 172 An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impairment of the asset (excluding goodwill) is made in the amount of the difference between these amounts. A list of companies included in the Consolidated Financial Statements and a list of all companies in which BASF SE has a shareholding as required by Section 313(2) of the German Commercial Code is provided in the List of Shares Held. 171 The goodwill impairment test is based on cash-generating units. At BASF, the cash-generating units are predominantly the business units, or in certain cases, the divisions. If there is a need for a valuation allowance, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for a valuation allowance, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. Impairment reversals are not conducted for goodwill. In 2016, the scope of consolidation for the Consolidated Financial Statements encompassed 294 companies (2015: 258). Of this number, 46 companies were first-time consoli- dations (2015: five). Since the beginning of 2016, a total of ten companies (2015: 28) were deconsolidated due to divestiture, merger, liquidation or immateriality. For more information, see Note 3 on page 178 For more information, see basf.com/en/governance 57 South America, 7 7 For more information, see Note 14 from page 189 onward 1 6 Thereof proportionally consolidated 281 258 23 Scope of consolidation 37 2015 2016 Middle East Asia Pacific Africa, North America Thereof Germany Europe 141 As of January 1 55 Impairment tests are based on a comparison of the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assump- tions used consider all information available on the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on economic trends. The weighted average cost of capital (WACC) based on the Capital Asset Pricing Model plays an important role in impairment testing. It comprises a risk-free rate, the market risk premium and the spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Provisions for German trade income tax, German corporate income tax and similar income taxes are determined and recognized in the amount necessary to meet the expected payment obligations less any prepayments that have been made. Other taxes to be assessed are considered accordingly. The assumptions for oil and gas prices concern internal company projections. The projections are based on an empirical analysis of the global oil and gas supply and demand. Short-term estimates up to three years consider the current prices on active markets or forward transactions. In long-term estimates, assumptions are made regarding factors such as inflation, production quantities and costs as well as energy efficiency and the substitution of energy sources. Using external sources and reports, the oil and gas price estimates are regularly checked for plausibility. Notes - Policies and scope of consolidation Consolidated Financial Statements 170 Provisions are established for certain environmental protection measures and risks if there exist present legal or constructive obligations arising from a past event, and the expected cash outflow can be estimated with sufficient reliability. Provisions for restoration obligations primarily concern the filling of wells and the removal of production facilities upon the termination of production in the Oil & Gas segment. When the obligation arises, the provision is mea- sured at the present value of the future restoration costs. An asset is capitalized for the same amount as part of the carrying amount of the plant concerned and is depreciated along with the plant. The discount on the provision is unwound annually until the time of the planned restoration. Other provisions: Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. For more information on provisions for pensions and similar obligations, see Note 22 from page 198 onward Actuarial gains and losses from changed estimations with regard to the actuarial assumptions used for calculating defined benefit obligations, the difference between standardized and actual returns on plan assets as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The calculation of pension provisions is based on actuarial reports. Similar obligations, especially those arising from commit- ments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. BASF Report 2016 Provisions for pensions Provisions for pensions are based on actuarial computations made according to the projected unit credit method, which applies for valuation parameters that include: future develop- ments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. The resulting obligations are discounted on the balance sheet date using the market yields on high-quality corporate fixed-rate bonds with a minimum of one AA rating. Debt The income and expenses shown in other comprehensive income are divided into two categories. Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes translation adjustments, the measurement of securities at fair value, and changes in the fair value of derivatives held to hedge future cash flows and net investments in a foreign operation. Items in other comprehensive income that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Other comprehensive income When fair value hedges are used, the asset or liability is hedged against the risk of a change in fair value. Here, changes in the market value of the derivative financial instruments are recognized in the income statement. Furthermore, the carrying amount of the underlying transaction is adjusted by the profit or loss resulting from the hedged risk, offsetting the effect in the income statement. Cash flow hedge accounting is applied for selected deals to hedge future transactions. The effective portion of the change in fair value of the derivative is thereby recognized directly in equity under other comprehensive income, taking deferred taxes into account. The ineffective portion is recognized immediately in the income statement. In the case of future transactions that will lead to a nonfinancial asset or a nonfinancial debt, the cumulative fair value changes in equity are either charged against the acquisition costs on initial recognition or recognized in profit or loss in the reporting period in which the hedged item is recorded in the income statement. For hedges based on financial assets or debts, the cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is determined based on the effective date of the future transaction. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of the financial guarantee. Financial guarantees given by BASF are measured at fair value upon initial recognition. In subsequent periods, financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation on the financial reporting date. 169 First-time consolidations Consolidated Financial Statements Notes - Policies and scope of consolidation and similar obligations: Impairment tests on assets are carried out whenever certain triggering events indicate that an impairment may be neces- sary. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. In addition, other provisions also cover expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination from existing pro- duction or storage sites and similar measures. If BASF is the only responsible party that can be identified, the provision covers the entire expected claim. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected claim. The determination of the amount of the provision is based on the available technical information on the site, the technology used, legal regulations, and official obligations. Provisions for long-service and anniversary bonuses are predominantly calculated based on actuarial principles. For contracts signed under the early retirement programs, approved supplemental payments are accrued in install- ments until the end of the exemption phase at the latest. Accounting and measurement follow the German Accounting Standards Committee e.V.'s Application Note 1 (IFRS) of December 2012. The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations in the Consolidated Financial Statements depends on the use of estimates, assumptions and use of discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections. They are based on the circumstances and estimates on the balance sheet date and affect the reported amounts of income and expenses during the reporting periods. These assumptions particularly concern discounted cash flows in the context of impairment tests and purchase price allocations; the determination of useful lives of property, plant and equipment and intangible assets; the carrying amount of investments; and the measurement of provisions for such things as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. Use of estimates and assumptions in preparing the Consolidated Financial Statements Intangible assets in the Oil & Gas segment relate primarily to exploration and production rights. During the exploration phase, these are not subject to amortization but are tested for impairment annually. When economic success is determined, the rights are amortized in accordance with the unit of production method. The intangible asset from the marketing contract for natural gas from the Yuzhno Russkoye natural gas field is amortized based on BASF's share of the produced and distributed volumes. Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2016 An Exploration and Production Sharing Agreement is a type of contract in crude oil and gas concessions whereby the expenses and profits from the exploration, development and production phases are divided between the state and one or more exploration and production companies using defined keys. The revenue BASF is entitled to under such contracts is reported as sales. Exploration expenses pertain exclusively to the Oil & Gas segment and include all costs related to areas with unproven oil or gas deposits. These include costs for the exploration of areas with possible oil or gas deposits, among others. Costs for geological and geophysical investigations are always reported under exploration expenses. In addition, this item includes valuation allowances for capitalized expenses for exploration wells which did not encounter proven reserves. Depreciation of successful exploratory drilling is reported under cost of sales. reserves. Provisions are recognized for expected severance pay- ments or similar personnel expenses as well as for demolition expenses and other charges related to restructuring measures that have been planned and publicly announced by manage- ment. The unit of production method is used to depreciate assets from oil and gas production at the field or reservoir level. Depreciation is generally calculated on the basis of the production of the period in relation to the proven, developed Exploratory drilling is generally reported under construction in progress until its success can be determined. When the presence of hydrocarbons is proven such that the economic development of the field is probable, the costs remain capitalized as suspended well costs. At least once a year, all suspended wells are assessed from an economic, technical and strategic viewpoint to see if development is still intended. If this is not the case, the capitalized costs for the well in ques- tion are impaired. When reserves are proven, the exploration wells are reclassified as machinery and technical equipment when production begins. An exploration well is a well located outside of an area with proven oil and gas reserves. A development well is a well which is drilled to the depth of a reservoir of oil or gas within an area with proven reserves. Oil and gas production: Exploration and development expenditures are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. flows can differ significantly from the cash flows used to deter- mine the fair values. Independent external appraisals are used for the purchase price allocation of business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of exchange, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. The measure- ment is largely based on projected cash flows. The actual cash Other accounting policies The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate used for calculating noncurrent provisions. Financing costs related to unwinding the discount on provisions in subsequent periods are shown in other financial result. For more information, see Note 26 on page 207 Other provisions also cover risks resulting from legal dis- putes and proceedings, provided the criteria for recognizing a provision are fulfilled. In order to determine the amount of the provisions, the Company takes into consideration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. The actual costs can deviate from these estimates. Production costs include all costs incurred to operate, repair and maintain the wells as well as the associated plant and ancillary production equipment, including the associated depreciation. 21 Equity 5 Total equity and liabilities Thereof financial indebtedness Current liabilities Thereof financial indebtedness Noncurrent liabilities 0.1 70 0.0 2 Assets 0.2 4 0.1 1 Thereof cash and cash equivalents 0.2 41 0.0 (3) Other financial obligations (2) 0.0 (7) BASF Report 2016 1 The amounts from the deconsolidation of Wintershall Noordzee B.V. in connection with the asset swap with Gazprom are not shown in this table, but included in the table of assets and liabilities transferred as a result of the asset swap with Gazprom in Note 2.4 on page 177. 0.1 41 0.1 70 0.0 2 0.2 Current assets 9 2 0.6 80 0.0 4 0.0 (3) 0.0 0.0 0.1 0.1 15 0.0 27 71 42 57 154 As of December 31 - Thereof proportionally consolidated 28 294 10 5 46 4 612 2 8 Deconsolidations Thereof proportionally consolidated 16 1 4 258 6 1 Thereof property, plant and equipment 0.1 29 0.0 5 Noncurrent assets % 0.1 48 Thereof proportionally consolidated 0.0 % 2015 Million € 2016 Sales Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures)¹ 7 8 2 Million € Derivative financial instruments can be embedded within other contracts. If IFRS requires separation, then the embed- ded derivative is accounted for separately from its host contract and measured at fair value. Furthermore, valuation allowances are made on receivables based on transfer risks for certain countries. There were no reclassifications from one measurement category to another in 2016 and 2015. The same applies for transfers between levels in the fair value hierarchy. 4.33 4.58 4.70 4.73 Malaysia (MYR) 134.28 120.20 131.07 123.40 0.73 0.82 0.73 0.86 6.97 7.35 7.06 7.32 3.70 3.86 Mexico (MXN) 21.77 18.91 20.67 1,280.78 1.09 1.05 United States (USD) 1,269.36 South Korea (KRW) 1.09 1.08 1.07 Switzerland (CHF) 4.31 68.02 80.67 64.30 Russia (RUB) 8.95 9.29 9.60 9.09 Norway (NOK) 17.61 74.14 3.43 Brazil (BRL) China (CNY) Great Britain (GBP) Japan (JPY) 2015 - The parent company holds decision-making power over the relevant activities of the investee According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. “Control” of an investee assumes the simultaneous fulfillment of the following three criteria: Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. 1.3 Group accounting principles Annual Improvements to IFRSS (2014-2016): Three IFRSS were amended in the Annual Improvements to IFRSS (2014-2016). In IFRS 12, it was clarified that disclosures pur- suant to IFRS 12 generally also apply to an entity's interests in subsidiaries, joint ventures and associated companies that are classified as held for sale in accordance with IFRS 5, with the exception of the disclosures outlined in IFRS 12.B10-B16 (Financial Information). In IAS 28, it was clarified that the election to measure an investment in an associated company or a joint venture held by an entity that is a venture capital organization or other qualifying entity, can be exercised on an investment-by-investment basis. The short-term exemptions in IFRS 1, Appendix E (IFRS 1.E3-E7) for first-time IFRS users were deleted. Pending E.U. endorsement, the amendments to IFRS 12 are to be applied for the first time in the first reporting period of a business year beginning on or after January 1, 2017. Early adoption is permissible. consideration is essential for determining the exchange rate for the underlying asset, income or expense. The interpretation is-pending E.U. endorsement - to be applied for the first time in the first reporting period of a business year beginning on or after January 1, 2018. Early adoption is permissible. Supplementary information on IFRIC 22 Foreign Currency Transactions and Advance Consideration: IFRIC 22 addresses an application question for IAS 21 - The Effects of Changes in Foreign Exchange Rates. It clarifies the point in time for determining the exchange rate used to translate foreign-currency transactions containing advance payments that have been made or received. The date of the initial recognition of an asset or liability resulting from advance - Supplementary information on IFRS 15 - Revenues from Contracts with Customers: The amendments clarify various regulations in IFRS 15 and provide transition relief for the new standard. Beyond clarification, the changed standard also contains two additional practical expedients for reducing complexity and cost in the transfer to the new standard. These concern options for the presentation of contracts that are either concluded by the start of the earliest-presented period or that have been changed before the start of the earliest- presented period. The amendments are - pending E.U. endorsement to be applied for the first time starting January 1, 2018. - The parent company has rights to variable returns from the investee Amendments to IFRS 4 Insurance Contracts: The amendments aim to minimize the effects of various first-time application dates of IFRS 9, especially for entities with extensive insurance activities. The amendments are - pending E.U. endorsement - to be applied for the first time starting January 1, 2018. Amendments to IFRS 2 - Classification and Measure- ment of Share-Based Payment Transactions: The amend- ments involve a number of individual issues pertaining to the accounting of cash-settled share-based payment transac- tions. IFRS 2 now contains requirements on determining the fair value of obligations resulting from share-based payment transactions. The amendments are - pending E.U. endorse- ment - to be applied to compensation granted or changed in business years beginning on or after January 1, 2018. Early adoption is permissible. - - Amendments to IAS 12 - Income Taxes: The amend- ments to IAS 12 particularly aim to clarify how to account for deferred tax assets for unrealized losses related to assets measured at fair value, which are currently handled variously in practice. The amendments are subject to E.U. endorse- ment to be applied for the first time in the first reporting period of a business year beginning on or after Janu- ary 1, 2017, although early adoption is permissible. Amendments to IAS 7 - Statement of Cash Flows: The amendments pursue the objective that entities provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments are - · subject to E.U. endorsement - to be applied for the first time in the first reporting period of a business year beginning on or after January 1, 2017, although early adoption is permissible. IASB issued further amendments to standards and interpreta- tions whose application is not yet mandatory and whose application also requires the endorsement of E.U. law. These amendments are unlikely to have a material impact on the reporting of BASF SE. Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2016 Revenue from interest-bearing assets is recognized on the outstanding receivables on the balance sheet date using interest rates calculated by means of the effective interest method. Dividends from shareholdings not accounted for using the equity method are recognized when the share- holders' right to receive payment is established. - 1,284.18 1.11 - The parent company can use its decision-making power to affect the variable returns According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. 2016 2015 2016 Average rates Closing rates Dec. 31, Dec. 31, Selected exchange rates (€1 equals) For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, the translation into the functional currency of financial statements prepared in the local currency is done according to the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro but a local currency, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported separately in equity under other comprehensive income (trans- lation adjustments) and is recognized in income only upon the company's disposal. Foreign currency translations: The cost of assets acquired in foreign currencies and revenue from sales in foreign curren- cies are determined by the exchange rate on the date of the transaction. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement and reported under other operating expenses or income, other financial result, and available-for-sale financial assets in other comprehensive income. Based on corporate governance and potential supplementary agreements, companies are analyzed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. Consolidation methods: Assets and liabilities of conso- lidated companies are uniformly recognized and measured in accordance with the principles described herein. For equity-accounted companies, material deviations in measure- ment resulting from the application of other accounting principles than those used at BASF are adjusted for. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Equity-accounted income is reported as part of income from operations (EBIT). In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a propor- tionally consolidated basis. Companies whose business is dormant or of low volume, and are of secondary importance for the presentation of a true and fair view of the net assets, financial position and results of operations, are not conso- lidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at the Group level. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations as per IFRS 11. This requires an analysis of the joint arrangement's structure. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. BASF Report 2016 Notes - Policies and scope of consolidation Consolidated Financial Statements 164 163 Transactions between consolidated companies as well as intercompany profits resulting from trade between consoli- dated companies are eliminated in full; for joint operations, they are proportionally eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. 1.07 1,255.98 Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Finally, the acquisition cost is com- pared with the proportional share of the net assets acquired at fair value. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. BASF Report 2016 The exception made by IAS 2 for traders is applied to the measurement of precious metal inventories. Accordingly, inventories held exclusively for trading purposes are to be measured at fair value less costs to sell. All changes in value are recognized in the income statement. Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. In addition to direct costs, cost of conversion includes an appropriate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2016 Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or fair value of the sales product which forms the basis for the net realizable value is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. Investments accounted for using the equity method: The carrying amounts of these companies are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a permanent reduction in the value of an investment, an impairment is recognized in the income statement. Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and reversed over the underlying period. Borrowing costs: Borrowing costs directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the time period necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. The borrowing costs were calculated based on a rate of 2.5% (2015: 3.0%) and adjusted on a country-specific basis, if necessary. All other borrowing costs are recognized as an expense in the period in which they are incurred. Leases can be embedded within other contracts. If sepa- ration is required under IFRS, then the embedded lease is recorded separately from its host contract and each compo- nent of the contract is carried and measured in accordance with the applicable regulations. A lease is classified as a finance lease if it substantially transfers all the risks and rewards related to the leased asset. Assets subject to a finance lease are capitalized at the lower of the fair value of the leased assets or the present value of the minimum lease payments. A leasing liability is recorded in the same amount. The periodic lease payments must be divided into principal and interest components. The principal component reduces the outstanding liability, while the interest component represents an interest expense. Depreciation takes place over the shorter of the useful life of the asset or the period of the lease. Assets subject to operating leases are not capitalized. Lease payments are recognized in the income statement in the period they are incurred. Leases: A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period of time in return for a payment or series of payments. Leasing contracts are classified as either finance or operating leases. Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or acquisition cost less depreciation. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. An impairment is recognized for the difference between the carrying amount and the recoverable amount. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. 7 7 25 25 Deferred taxes: Deferred taxes are recorded for tempo- rary differences between the carrying amount of assets and liabilities in the financial statements and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. This also comprises temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority and have the same maturities. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the estimated probability of a reversal of the differences and the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. Based on experience and the expected development of taxable income, it is assumed that the benefits of the recognized deferred tax assets will be realized. The valuation of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income if the underlying transaction is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the invest- ment in a consolidated subsidiary if a reversal of these dif- ferences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions which are planned for the following year if these distributions lead to a reversal of temporary differences. - Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. 1.11 - Financial liabilities which are not derivatives are initially measured at fair value, which normally corresponds to the amount received. Subsequent measurement is carried out at amortized cost, using the effective interest method. The measurement is carried out at fair value. Changes in fair value are recognized directly in equity under the item other comprehensive income and are only recognized in the income statement when the assets are disposed of or have been impaired. Subsequent reversals are recognized directly in equity (other comprehensive income). Only in the case of debt instruments are reversals recognized up to the amount of the original impairment in the income statement; reversals above this amount are recognized directly in equity. If the fair value of available-for-sale financial assets drops below ac- quisition costs, the assets are impaired if the decline in value is significant and can be considered lasting. The fair values are determined using market prices. Shareholdings whose fair value cannot be reliably determined are carried at acqui- sition cost and are written down in the case of an impair- ment. When determining the value of these shareholdings, the acquisition costs constitute the best estimate of their fair value. This category of shareholdings includes investments in other shareholdings, provided that these shares are not publicly traded. There are no plans to sell significant stakes in these shareholdings. - Available-for-sale financial assets comprise financial assets which are not derivatives and do not fall under any of the previously stated valuation categories. This measure- ment category comprises shareholdings reported under the item other financial assets which are not accounted for using the equity method as well as short and long-term securities. For BASF, there are no material financial assets that fall under this category. If, in a subsequent period, the amount of the valuation allowance decreases and the decrease can be related objectively to an event occurring after the valuation allow- ance was made, then it must be reversed in the income statement. Reversals of valuation allowances may not exceed amortized cost. Loans and receivables are derecog- nized when they are definitively found to be uncollectible. - Held-to-maturity financial assets consist of nonderivative financial assets with fixed or determinable payments and a fixed term, for which there is the ability and intent to hold until maturity, and which do not fall under other valuation categories. Initial measurement is done at fair value, which matches the nominal value in most cases. Subsequent measurement is carried out at amortized cost, using the effective interest method. If there is objective evidence for an impairment of a receivable or loan, an individual valuation allowance is made. When assessing the need for a valuation allowance, regional and sector-specific conditions are considered. In addition, use is made of internal and external ratings as well as the assessments of debt collection agencies and credit insurers, when available. A portion of receivables is covered by credit insurance. Bank guarantees and letters of credit are used to an insignificant extent. Valuation allowances are only recognized for those receivables which are not covered by insurance or other collateral. The valuation allowances for receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. Write-downs are based on historical values relating to customer solvency and the age, period overdue, insurance policies and customer-specific risks. In addition, a valuation allowance must be recognized when the contractual conditions which form the basis for the receivable are changed through renegotiation in such a way that the present value of the future cash flows decreases. - Loans and receivables comprise financial assets with fixed or determinable payments, which are not quoted on an active market and are not derivatives or classified as available-for-sale. This measurement category includes trade accounts receivable as well as other receivables and loans reported under other receivables and miscellaneous assets. Initial measurement is done at fair value, which generally matches the nominal value of the receivable or loan. Interest-free and low-interest long-term loans and receivables are recorded at present value. Subsequent measurement recognized in income is generally made at amortized cost using the effective interest method. 10 BASF Report 2016 Consolidated Financial Statements 168 167 - Financial assets and liabilities at fair value recognized in the income statement consist of derivatives and other trading instruments. At BASF, this measurement category only includes derivatives. Derivatives are reported in other receivables and miscellaneous assets or other liabilities. BASF does not make use of the fair value option under IAS 39. The calculation of fair values is based on market parameters or measurement models based on such parameters. In some exceptional cases, the fair value is calculated using parameters which are not observable on the market. Financial assets and liabilities are divided into the following measurement categories: If there is objective evidence of a permanent impairment of a financial instrument that is not measured at fair value through profit or loss, an impairment loss is recognized. If the reason for the impairment of loans and receivables as well as held-to-maturity financial instruments no longer exists, the impairment is reversed up to the amortized cost and recog- nized in the income statement. Impairments on financial instruments are booked in separate accounts. Financial assets and financial liabilities are recognized in the balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset, with all risks and rewards of ownership, is transferred. Financial liabilities are derecognized when the contractual obligation expires, is discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metals trading, the day of trading is used. Financial instruments For more information, see Note 11 from page 185 onward Notes - Policies and scope of consolidation 10 The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When pricing on an active market is available, for example on a stock exchange, this price is used for the measurement. Otherwise, the measurement is based on internal measurement models using current market parameters or external measurements, for example, from banks. These internal measurements predominantly use the net present value method and option pricing models. 2015 18 19 14 14 2015 2016 Internally generated intangible assets Other rights and values Distribution, supply and similar rights Product rights, licenses and trademarks Know-how, patents and production technologies Average amortization in years 14 The estimated useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. These estimates also consider the period and distribution of future cash inflows and outflows. The weighted average amortization periods of intangible assets amounted to: Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Acquired intangible assets (excluding goodwill) with defined useful lives are valued at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Assets Income relating to the sale or licensing of technologies or technological expertise are recognized in the income state- ment according to the contractually agreed-upon transfer of the rights and obligations associated with those technologies. Revenues from the sale of precious metals to industrial customers are recognized at the time of shipment and the corresponding purchase prices are recorded at cost of sales. In the trading of precious metals and their derivatives with broker-traders, where there is usually no physical delivery, revenues are netted against their corresponding costs. Revenues from marketing the natural gas from the Yuzhno Russkoye gas field are treated in the same manner. Revenues from the sale of goods or the rendering of services are recognized upon the transfer of ownership and risk to the buyer. They are measured at the fair value of the consideration received. Sales revenues are reported without sales tax. Expected rebates and other trade discounts are accrued or deducted. Provisions are recognized according to the principle of individual measurement to cover probable risks related to the return of products, future warranty obligations and other claims. Revenue recognition 22 1.4 Accounting policies Internally generated intangible assets primarily comprise internally developed software. Such software and other inter- nally generated assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangible assets also include an appropriate portion of overhead costs. Borrowing costs are capitalized to the extent that they apply to the purchase or the period of construction of qualifying assets. 12 Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. 4 2016 23 4 Long-distance natural gas pipelines Miscellaneous equipment and fixtures Machinery and technical equipment Buildings and structural installations Weighted average depreciation in years Both movable and immovable fixed assets are for the most part depreciated using the straight-line method, with the exception of production licenses and plants in the Oil & Gas segment, which are primarily depreciated based on use in accordance with the unit of production method. The estimated useful lives and depreciation methods applied are based on historical values, plans and estimates. These estimates also consider the period and distribution of future cash inflows and outflows. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The weighted average depreciation periods were as follows: Expenditures related to the scheduled maintenance of large-scale plants are separately capitalized and depreciated using the straight-line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets when an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Borrowing costs are capitalized to the extent that they apply to the pur- chase or the period of construction of qualifying assets. BASF Report 2016 Consolidated Financial Statements Notes - Policies and scope of consolidation 5 Consolidated Financial Statements Notes - Policies and scope of consolidation 166 165 Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully written off in the year of acquisition. Goodwill is only written down if there is an impairment. Impairment testing takes place once a year and whenever there is an indication of an impairment. 7 Emission rights: Emission right certificates, granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other coun- tries, are recognized on the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. 15.0 million MWh of electricity demand 40.7 million MWh of steam demand - enrollments million m3 of water abstracted occupational safety and 13,000 on process safety Training: 118,000 in courses on 5.4% from renewable resources purchased worldwide of raw materials different raw materials procured 30,000 protection invested in environmental €34 billion €206 million spent on further education in personnel expenses €69 million €10.17 billion 1,649 worth of raw materials, goods and services purchased for own production of our senior executives have international experience employees and contractors at around of raw materials, goods and services for own production sourced locally invested in fixed and intangible assets (including acquisitions) around 90% suppliers include customers, employees, suppliers and shareholders, as well as experts in science, industry, politics, society and media Our stakeholders employees make use of these opportunities daily 600 Numerous options for balancing personal and professional life worldwide; in Ludwigshafen, Germany, for example, 84.6% training per employee each year days of further 2.0 Average of Around 10,000 employees in research and development apprentices 3,120 employees worldwide, of which 113,830 health protection sites audited on occupational medicine and 30 80 sites environmental, safety and security audits performed at 121 sites participate in worldwide safety initiative 350 75,000 €7.3 billion treatment. Farmers then profit from seeds that provide plants with all-around €1.86 billion The steam cracker - the heart of production in The BASF 4.0 project team is evaluating possibilities for more intensive use of digital technologies and business models, and drives the digital trans- formation of BASF. Under the banner "Smart Manufacturing," BASF implements digital technologies and applications in its plants with the goal of making production more efficient and even safer. This includes the "predictive maintenance" approach. A model-based analysis of the data can, for example, better predict the optimal point in time for maintenance measures, reducing unscheduled repairs and shutdowns and optimizing coordination between maintenance and production processes. Driving digital transformation 回回 回 Infrastructure, industry and innovation are three important pillars of sustainable development. While infrastructure provides the basic foundation for all business processes, innovations - such as in the field of digitalization – expand our technological possibilities. INFRASTRUCTURE, INDUSTRY, INNOVATION CHEMISTRY FOR A SUSTAINABLE FUTURE Protected seeds: Seed treatments and refining support plants' undisturbed development from the very beginning. This later increases yields. Networked research: The new research and development center in Limburgerhof, Germany, is part of our global network of R+D sites and testing centers for biological crop protection and seed treatment solutions. For more on crop protection solutions, see basf.com/agro protection from the very beginning. Sowing is simulated and optimized in order to provide farmers with the best possible application and handling. network of expertise. Its goal is the global exchange of research results that have been tried and tested in different climate zones and under various local parameters. In this network, BASF researches naturally occurring organisms and cultures and their potential use in biological crop protection. This is how we pursue our goal of supple- menting our classic portfolio of chemical crop protection and offering farmers an even more comprehensive product portfolio. We combine knowledge of biological microorganism fermentation with chemical formulation expertise and develop new solutions for better seed Limburgerhof, Germany. Together with other research sites in Brazil, Argentina, France, England, South Africa, China, Australia, the United States and Canada, Limburgerhof is part of an international BASF opened a new research and development center for biological crop protection and seed solutions in Knowledge on a global scale Enzymes for sustainable agriculture: The animal feed additive NatuphosⓇ helps farmers raise healthy animals. For more on feed additives, see: animal-nutrition.basf.com Sustainability is a core criterion in the development of BASF's feed additives portfolio. This means we not only evaluate additives based on their nutritional value, we also consider additional positive effects on animal feed and the environment. In pig and poultry feeding, the enzyme NatuphosⓇ improves digestion of important nutrients such as phosphorus, proteins, calcium and zinc. The feed is more environmentally friendly, as the animals excrete less phosphorus, reducing the impact on water. Thanks to NatuphosⓇ, the animals are also better able to utilize the energy from their food, reducing the overall feeding costs. In pig farming, adding the organic acid AmasilⓇ lowers the pH value of the pigs' food, creating an environment that is inhospitable to harmful bacteria. The lower amount of bacteria consumed reduces the animals' microbial load, improving their vitality. Furthermore, AmasilⓇ extends the food's shelf life, enabling farmers to provide their animals with the needed nutrients in high quality. Improved feed conversion In 2050, nearly ten billion people will live on Earth. Our innovative solutions for efficient and environmentally friendly agriculture and animal feed make an important contribution toward keeping people supplied with sufficient and nourishing food. FOOD CHEMISTRY FOR A SUSTAINABLE FUTURE For more on the water treatment plant, see basf.com/wastewater-treatment-plant is biological purification: Bacteria transform polluted water into sewage sludge, carbon dioxide (CO2) and water. Keeping the wastewater moving and the bacteria supplied with oxygen requires a lot of energy. Without changing water volume or quality, BASF has increased the plant's energy efficiency by 28% compared with 2012 and reduced costs by around €3 million over this period. In addition, 18,000 fewer metric tons of CO2 are emitted annually. "Efficient biological purification is the key to our success. Solid matter is already better separated in the precleaning phase, reducing not only the amount of pollution in the biological pools, but also the energy requirement for aeration," explains plant manager Dr. Peter Schmittel. BASF also reduced the bacteria concentration by 50%. The remaining bacteria are better supplied with oxygen, which enables them to work even more efficiently. BASF's wastewater treatment plant is one of the largest in Europe. It purifies nearly 100 million cubic meters of wastewater from BASF's production each year, in addition to another 20 million cubic meters of wastewater from the German towns of Ludwigshafen, Frankenthal and Bobenheim-Roxheim. The core of the plant Tiny helpers, big impact Q Ludwigshafen – already uses predictive spent on research and development maintenance through the application of technology. Several thousand sensors track process in equity €32.6 billion BASF Report 2016 Our foundation How we create value NECA CITY CENTRE master-builders-solutions.basf.com For more on our construction chemicals, see pulsing metropolis of over 16 million people is one of the most important centers of commerce and trade in India. After the expansion of its metro, over 270 stations along approximately 330 kilometers of rail will run under the surface of the city. To date, only the cities of London, Seoul, Tokyo and Beijing boast larger subway networks. Construction projects on this scale would hardly be possible without innovative and robust construction materials. For the expansion of the Delhi Metro, the BASF team in India won the project tender with their customized concept proposal, including the use of BASF waterproofing solutions for concrete. BASF's Master Builders Solutions line of concrete solutions are currently used in underground transport systems all over the world, such as in China, Singapore, the United States and Poland. Railway tunnel construction is another area that uses BASF's construc- tion chemicals solutions. In Switzerland, for example, concrete additives and cement-based injections for waterproofing were employed in building the world's longest rail tunnel, the Gotthard Base Tunnel, and its feeder, the Ceneri Base Tunnel. Especially in megaprojects, the high performance of BASF construction chemicals in sometimes extremely demanding conditions is an important distinguishing feature. Delhi is one of the largest cities in the world. The Expertise for big visions Delhi Metro: BASF developed customized concrete waterproofing solutions for the subway system of the Delhi, India, metropolitan region. CHEMISTRY FOR A SUSTAINABLE FUTURE ant Inspektion (n... 900 Ludv ssgeräte 02 Steckscheiben 01 Sicherheitsarmaturen Daten Objekte Inspektion-(In Bearbeitung) 2016/05/08 - PP2 DOWN Digital and mobile: Special tablet devices give plant employees access to information at any time. Ludwigshafen has state-of-the-art information and automation technology at its disposal. Smart Manufacturing: The steam cracker in clock in order to monitor and optimally direct the plant. Another Smart Manufacturing project is "Augmented Reality." Plant employees are supported in their work with industry-specific tablet devices that provide access at any time to digital information. Working processes are made more transparent and efficient. data, like pressure and temperature, around the state-of-the-art information and automation 104 cases 56 universities, research institutions and companies within our global network 600 Around UN Global Compact since 2000 Involved in spent on donations and sponsorship €47.0 million 36.4% senior executives non-German Proportion of executive positions Proportion of women in 19.8% patents filed worldwide 850 Around ୮ research pipeline projects in 3,000 Around product applications assessed and rated for aspects of sustainability 60,000 Over per one million working hours 2.0 In Process safety incidents: decline to 2 cas a result of A better energy footprint: Dr. Peter Schmittel is manager of the wastewater treatment plant. He and his team work on improving the facility's energy footprint - with great success. BASF Report 2016 PDF version available for download: basf.com/basf_report_2016.pdf HTML version with additional features: basf.com/report The BASF Report online If the symbol is underlined, the entire chapter is relevant. This section shows how the ten principles of the U.N. Global Compact and the Blueprint for Corporate Sustainability Leadership are implemented. You can find more information on our website. You can find more information within the report. The following symbols indicate important information for the reader: Further information This integrated report documents BASF's economic, environmental and social performance in 2016. We use examples to illustrate how sustainability contributes to BASF's long-term success and how we as a company create value for our customers, employees, shareholders, business partners, neighbors and the public. Integrated reporting About This Report About This Report 2 BASF Report 2016 The following overview provides examples of how we create value for our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC). Both financial and nonfinancial value drivers – such as environmental, production-related, personnel and knowledge-based factors, along with aspects of society and partnerships - form the foundation of our actions. Through our business model these inputs are transformed into various outputs - the results of our actions. - BASF's success is supported by both financial and nonfinancial value drivers. We want to understand how these interact, and derive targeted measures for increasing the positive impact of our actions and further minimizing the negative effects. This intention forms the basis of our integrated reporting. How we create value How we create value phone calls and emails received by external compliance hotlines 278 , performance unsatisfactory sustainability we terminated our collaboration with suppliers as raw material supplier sites audited transportation incidents with significant impact on the environment 1.4 ■ We add value as one company on strategic principles Market success based countries 80 BASF Group companies in more than With our broad portfolio, we serve customers from many different sectors - from major global customers to local workshops. More than 130,000 customers We create chemistry for a sustainable future Our corporate purpose: additional production sites worldwide 352 Verbund sites and 6 Intelligent Verbund system strategic business units 86 operating divisions 13 ■ Agricultural Solutions ■■■ Oil & Gas ■ Functional Materials & Solutions ■ Performance Products ■ Chemicals segments 5 Our business model external compliance hotlines ■ We innovate to make our customers more successful 0 ■ We drive sustainable solutions Values as guideline for our conduct and actions ■Creative Number of lost-time injuries per one million working hours of CO2 equivalents 540 million metric tons fuel saved through Verbund system Customers' use of BASF's climate protection products avoids 14.0 million MWh metric tons of CO2 equivalents 21.9 million Greenhouse gas emissions: of water discharged 1,644 million m3 in income taxes €1.1 billion dividend per share €3.00 €4.1 billion Net income of in EBIT before special items €6.31 billion in EBIT €6.28 billion from innovations on the market since 2011 around €10 billion €57.6 billion in sales, of which Our results Corporate Governance ■ Entrepreneurial ■ Open ■Responsible ■ We form the best team Largest water treatment plant on the Rhine: The BASF wastewater treatment plant in Ludwigshafen, Germany, purifies almost 100 million cubic meters of the company's production water every year. Even wastewater from the surrounding towns and communities is purified. Over 70,000 67 2016 2015 2016 2015 Balance sheet Noncurrent assets 670 750 Carrying amount according to the equity method as of the beginning of the year 1,434 1,343 Current assets 39 62 Proportional net income 109 204 Thereof marketable securities, cash and Proportional change of other comprehensive cash equivalents income 100 15 4 (21) Assets 709 812 Total comprehensive income Non-material associated companies accounted for using the equity method (BASF stake) (million €) 209 BASF Report 2016 Financial information on GASCADE Gastransport GmbH, Kassel, 22 332 64 Carrying amount according to the equity method as of the beginning of the year 768 757 Proportional net income 166 32 Proportional change of other comprehensive income (26) 52 Total comprehensive income 140 84 Capital measures/dividends/changes in the scope of consolidation/other adjustments (27) (73) Other adjustments of income and expenses Carrying amount according to the equity method as of the end of the year 881 768 173 174 Consolidated Financial Statements Notes - Policies and scope of consolidation Germany (million €) 183 Capital measures/dividends/changes in the scope of consolidation/other adjustments (90) 5 20 17 101 92 Carrying amount according to the equity method as of the beginning of the year 641 639 Proportional net income 51 46 Proportional change of other comprehensive income Total comprehensive income Capital measures/dividends/changes in the scope of consolidation/other adjustments (64) (44) Other adjustments of income and expense (7) Carrying amount according to the equity method as of the end of the year 555 51 46 621 641 Non-material accounted for using the equity method asso- ciated companies particularly comprise: - OAO Severneftegazprom, Krasnoselkup, Russia (BASF stake: 25%, economic share: 35%) - Nord Stream AG, Zug, Switzerland, was classified as an associated company even though BASF only has a 15.5% share, as it exercises significant influence over the company due to the fact that its approval is required for relevant board resolutions 2 - Net income Income taxes (103) Equity 370 398 Other adjustments of income and expense 1 11 Noncurrent liabilities 292 400 Thereof financial indebtedness Carrying amount according to the equity method as of the end of the year 1,554 1,434 110 Current liabilities 14 Thereof financial indebtedness Total equity and liabilities 709 812 Statement of income Sales 368 442 Depreciation, amortization and impairments 126 131 Interest income Interest expenses 47 - NEL Gastransport GmbH, Kassel, Germany (BASF stake: 49.97%, voting rights: 50.02%) 34 4 Activities not assigned to a particular division are report- ed under Other. These include the sale of raw materials, engineering and other services, rental income and leases, the production of precursors not assigned to a particular segment, the steering of the BASF Group by corporate headquarters, and cross-divisional corporate research. Cross-divisional corporate research, which has been restructured in the context of the newly developed innovation approach, works on long- term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies, which are of central importance for the divisions. Plant biotechnology research is also part of cross-divisional corporate research. The Oil & Gas segment comprises the division of the same name. As part of an asset swap at the end of the third quarter of 2015, BASF transferred to Gazprom the natural gas trading and storage business previously operated together with Gazprom. Since October 1, 2015, the segment has concen- trated on the exploration and production of oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East as well as on the transport of natural gas together with partner Gazprom. The Agricultural Solutions segment includes the Crop Protection division. It provides innovative solutions in the areas of chemical and biological crop protection, seed treatment and water management as well as for nutrient supply and plant stress. Plant biotechnology research is not assigned to this segment; it is reported in Other. The Functional Materials & Solutions segment bundles system solutions, services and innovative products for specific sectors and customers, especially the automotive, electrical, chemical and construction industries, as well as applications for household, sports and leisure. It is made up of the Catalysts, Construction Chemicals, Coatings, and Performance Materi- als divisions. The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Customized products and solutions allow customers to make their production processes more efficient or to give their products improved application properties. As of January 1, 2017, the activities of the Monomers and Dispersions & Pigments divisions for the Electronic Industry will be merged in the global business unit Electronic Materials in the Dispersions & Pigments division within the Performance Products segment. BASF thereby strengthens its position as a strategic partner for the large electronic producers. The Chemicals segment entails the classical chemicals business with basic chemicals and intermediates. It forms the core of BASF's Production Verbund and is the starting point for a majority of the value chains. In addition to supplying the chemical industry and numerous other sectors, Chemicals ensures that other BASF segments are supplied with chemi- cals for producing downstream products. The Chemicals segment comprises the Petrochemicals, Monomers and Intermediates divisions. BASF's business is conducted by thirteen operating divisions aggregated into five segments for reporting purposes. The divisions are allocated to the segments based on their business models. 4 Reporting by segment and region For more information, see basf.com/en/governance audited Consolidated Financial Statements submitted to the electronic Federal Gazette. The list of shares held is also published online. Consolidated Financial Statements Notes - Policies and scope of consolidation 2.2 Joint operations Proportionally consolidated joint operations particularly comprise: - Ellba C.V., Rotterdam, Netherlands, which is operated jointly with Shell and produces propylene oxide and styrene monomer - AO Achimgaz, Novy Urengoy, Russia, which is jointly operated with Gazprom for the production of natural gas and condensate - BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is operated jointly with The Dow Chemical Company to produce propylene oxide BASF holds a 50% share in each of these companies and controls them jointly with the respective partner. The compa- nies sell their products directly to the partners. The partners ensure the ongoing financing of the companies by purchasing the production. They were therefore classified as joint opera- tions in accordance with IFRS 11. 2.3 Joint ventures and associated companies The only material joint venture accounted for using the equity method is BASF-YPC Company Ltd., Nanjing, China, which operates the Verbund site in Nanjing together with Sinopec. BASF's stake comprises 50%. Financial information on BASF-YPC Company Ltd., Nanjing, China (Million €) 2016 2015 Balance sheet Noncurrent assets 1,515 Current assets 842 1,779 741 Earnings from currency conversion that are not allocated to the segments are also reported under Other, as are earnings from the hedging of raw material prices and foreign currency exchange risks. Furthermore, income and expenses from the long-term incentive (LTI) program are shown here. Thereof marketable securities, cash and cash equivalents Transfers between the segments are generally executed at adjusted market-based prices which take into account the higher cost efficiency and lower risk of Group-internal transactions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. Income from operations (EBIT) of Other (million €) Cash and cash equivalents/marketable securities Deferred tax assets Financial assets Assets of businesses included in Other Assets of Other (million €) cross-divisional corporate research as well as costs of corporate headquarters decreased by €7 million and €11 million, respectively. The line item miscellaneous income and expenses amounted to minus €182 million compared with minus €300 million in the previous year, which included expenses for BASF's 150th anniversary celebrations among other things. Income from operations of Other decreased by €106 million year-on-year to minus €1,091 million. Income from other businesses fell by €131 million to €39 million. The line item foreign currency results, hedging and other measurement effects decreased by €111 million to minus €331 million. Higher additions to provisions in comparison with the previous year for the long-term incentive (LTI) program were partially compensated by lower currency losses. The costs for (985) (1,091) (300) (182) (220) (331) 170 39 (233) (222) (402) (395) 2015 2016 179 Consolidated Financial Statements Notes - Policies and scope of consolidation Income from operations of Other Miscellaneous income and expenses Foreign currency results, hedging and other measurement effects Other businesses Costs of corporate headquarters Costs for cross-divisional corporate research BASF Report 2016 190 Assets 2,357 21 19 Total comprehensive income 10 Capital measures/dividends/changes in the scope of consolidation/other adjustments (8) 333 Other adjustments of income and expense (4) (35) Carrying amount accounted for using the equity method as of the end of the year 10 825 Material associated companies accounted for using the equity method particularly comprise: - - Joint Stock Company Achim Trading, Moscow, Russia (BASF stake: 18.01%, economic share: 25.01%), which to- gether with Gazprom, will market the output from blocks IV and V of the Achimov formation. The investment value in the amount of €768 million remained unchanged in comparison with the previous year and arose from the fair value mea- surement as a result of the asset swap with Gazprom on September 30, 2015. The company's economic activities will commence in 2018 with the scheduled start of produc- tion in blocks IV and V. Therefore, there is no relevant finan- cial information to report according to IFRS 12 in 2016 -GASCADE Gastransport GmbH, Kassel, Germany (BASF stake: 49.97%, voting rights: 50.02%) Statement of income Sales 2,358 2,212 Depreciation, amortization and impairments Interest income Interest expenses Income taxes Net income 214 282 3 28 ཚ། Proportional change of other comprehensive income (7) 69 2,520 Equity 1,760 1,533 Noncurrent liabilities 204 441 Thereof financial indebtedness 190 372 Current liabilities 393 546 Thereof financial indebtedness 23 107 Total equity and liabilities 2,357 2,520 Non-material joint ventures accounted for using the equity method particularly comprise: - Wintershall Noordzee B.V., Rijswijk, Netherlands, which is operated jointly with Gazprom (BASF stake: 50%) - N.E. Chemcat Corporation, Tokyo, Japan, which is operated jointly with Sumitomo Metal Mining Co. Ltd. (BASF stake: 50%) - Heesung Catalysts Corporation, Seoul, South Korea, which is operated jointly with Heesung (BASF stake: 50 %) Non-material joint ventures accounted for using the equity method (BASF stake) (million €) 2016 2015 Carrying amount accounted for using the equity method as of the beginning of the year 825 506 Proportional net income (9) 270 Defined benefit assets - Wintershall AG, Kassel, Germany, which operates Libyan exploration and production activities together with Gazprom Libyen Verwaltungs GmbH (BASF stake: 51%). Despite an investment of 51%, BASF does not exercise control accord- ing to IFRS 10, as contractual arrangements with the Libyan government strictly limit influence on variable returns after income taxes Due to the corporate governance structure of NEL Gastrans- port GmbH and GASCADE Gastransport GmbH – both based in Kassel, Germany in connection with requirements of Section 10 of the Energy Management Act (EnWG), BASF only exercises significant influence over both companies, despite voting rights of over 50%. - On September 30, 2015, BASF concluded the agreed-upon sale of portions of its pharmaceutical ingredients and services business to Siegfried Holding AG, based in Zofingen, Switzerland. This involved the custom synthesis business and parts of the active pharmaceutical ingredients portfolio. The transaction comprised the divestiture of the production sites in Minden, Germany; Evionnaz, Switzerland; and Saint- Vulbas, France. At BASF, the activities had been allocated to the Nutrition & Health division - On November 1, 2015, BASF divested its global paper hydrous kaolin business to Imerys Kaolin, Inc., Roswell, Georgia. The divestiture included the kaolin processing production site in Wilkinson County, Georgia. The activities at BASF had been allocated to the Performance Chemicals division Asset swap with Gazprom In its Oil & Gas segment, BASF concluded the swap of assets of equal value with Gazprom on September 30, 2015, with retroactive economic effect to April 1, 2013. As a result of the transaction, BASF received an economic share of 25.01% in blocks IV and V of the Achimov formation of the Urengoy natural gas and condensate field in western Siberia. According to the development plan originally confirmed by Russian authorities, blocks IV and V have total hydrocarbon resources of 274 billion cubic meters of natural gas and 74 million metric tons of condensate. Production is scheduled to start up in 2018. In return, BASF transferred its shares in the previously jointly run natural gas trading and storage business to Gazprom. This included the 50.02% shares in the following: the natural gas trading company WINGAS GmbH, Kassel, Germany; the storage company astora GmbH & Co. KG, Kassel, Germany, which operates natural gas storage facilities in Rehden and Jemgum, Germany; and WINGAS Hold- ing GmbH, Kassel, Germany, including its share in the natural gas storage facility in Haidach, Austria. BASF also transferred its 50% share in each of the natural gas trading companies Wintershall Erdgas Handelshaus GmbH & Co. KG, Berlin, Germany, and Wintershall Erdgas Handelshaus Zug AG, Zug, Switzerland. Gazprom furthermore became a 50% share- holder in Wintershall Noordzee B.V. in Rijswijk, Netherlands, which is active in the exploration and production of natural gas and crude oil deposits in the North Sea. The following overview shows the individual components of BASF's profit realization from the asset swap with Gazprom and the transfer of Wintershall Noordzee B.V.: The final purchase price allocation resulted in an adjustment of the fair value of the shareholding in Wintershall Noordzee B.V. and the compensation payment, and reduced disposal gains by €17 million to €297 million. Profit realization from asset swap with Gazprom and transfer of Wintershall Noordzee B.V. (Million €) Fair value 25.01% Achimov IV/V Dec. 31, Dec. 31, 2016 2015 779 779 392 407 BASF Report 2016 (808) (808) Expected compensation payment and other expenses (66) (64) 297 314 Fair value 50% Wintershall Noordzee B.V. Disposed share of net assets Income from swap and reclassification The following overview shows the effects of the divestitures conducted in 2016 and 2015 in the Consolidated Financial Statements. The previous year includes the effects of the asset swap with Gazprom. The line item sales reflects the year-on- year decline resulting from divestitures. The impact on equity relates mainly to gains and losses from divestitures. Effects of divestitures and the change in the preliminary purchase price allocation for the asset swap with Gazprom Consolidated Financial Statements Notes - Policies and scope of consolidation Sales BASF Report 2016 - On June 30, 2015, BASF concluded the divestiture of its global textile chemicals business to Archroma Tex- tiles S.à r.l., Luxembourg. The portfolio comprised products for pretreatment, printing and coating. The transaction fur- thermore involved the transfer of the subsidiary BASF Paki- stan (Private) Ltd., based in Karachi, Pakistan, completed in the third quarter of 2015. The textile chemicals business had been part of the Performance Chemicals division Equity Noncurrent liabilities 356 1.2 (40) (0.2) Thereof financial indebtedness Current liabilities 162 1.1 95 0.7 Thereof financial indebtedness Total equity and liabilities Payments made for acquisitions 518 2,849 0.7 97 0.1 146 Divestitures In 2016, BASF sold the following activities: - On June 30, 2016, BASF concluded the sale of its global polyolefin catalysts business to W. R. Grace & Co., Columbia, Maryland. The transaction involved technologies, patents, brands and the transfer of production plants in Pasadena, Texas, and Tarragona, Spain. Around 170 employees trans- ferred to Grace. These activities had been assigned to the Catalysts division - On August 26, 2016, BASF sold its worldwide photoinitiator business to IGM Resins B.V., Waalwijk, Netherlands. The transaction included technologies, patents, brands, customer relations, business-related contracts, inventories, and a production site in Mortara, Italy. The sale affected 120 employees worldwide – On December 14, 2016, BASF sold the Coatings division's industrial coatings business to the AkzoNobel Group. The transaction included technologies, patents and trademarks, customer relations, inventories as well as the transfer of two production sites in England and in South Africa. BASF generated around €300 million in sales in the industrial coatings business in 2015 In 2015, BASF divested the following activities: - - - On March 31, 2015, BASF sold its white expandable poly- styrene (EPS) business in North and South America to Alpek S.A.B. de C.V., based in Monterrey, Mexico. The sale com- prised customer lists and current assets in addition to pro- duction facilities in Canada, Brazil, Argentina and the United States. The disposed activities had been part of BASF's Performance Materials division. The shares in Aislapol S.A., based in Santiago de Chile, Chile, were also sold. Polioles, a joint venture accounted for using the equity method, trans- ferred its white EPS business to Alpek - Effective July 1, 2015, BASF sold its 25% share in Solvin to its partner, Solvay. Solvin was established in 1999 by Solvay and BASF for the production of polyvinylchloride (PVC). At BASF, the SolVin investment and the income associated with it had been allocated to the Monomers division 2016 Million € (10,718) 2015 Noncurrent liabilities (63) (0.2) (942) (3.8) Thereof financial indebtedness Current liabilities (1) (1,148) (8.1) Thereof financial indebtedness (1) 0.0 Total equity and liabilities 403 0.5 (1,905) (2.7) Payments received from divestitures 701 702 177 178 Consolidated Financial Statements Notes - Policies and scope of consolidation 3 BASF Group List of Shares Held in accordance with Section 313(2) of the German Commercial Code BASF Report 2016 The list of consolidated companies and the complete list of all companies in which BASF SE has a share as required by Section 313(2) of the German Commercial Code and infor- mation for exemption of subsidiaries from accounting and disclosure obligations are an integral component of the 0.6 185 1.4 467 % Million € % (15.2) (3,948) (5.6) Noncurrent assets (234) (0.5) (408) (0.9) Thereof property, plant and equipment (97) (0.4) 0.1 (1,276) Current assets (64) (0.3) (2,199) (9.0) Thereof cash and cash equivalents (285) (12.7) Total assets (298) (0.4) (2,607) (3.7) Equity (5.1) - 42 243 Cash and cash equivalents Current assets Total assets Provisions for pensions and similar obligations Other provisions Deferred taxes Financial indebtedness Other liabilities Noncurrent liabilities 81 357 3,329 The purchase price allocations consider all the facts and cir- cumstances prevailing as of the respective dates of acquisition which were known prior to the preparation of the Consolidated Financial Statements. In accordance with IFRS 3, should further facts and circumstances become known within the 12-month measurement period, the purchase price allocation will be adjusted accordingly. In 2015, BASF acquired the following activities: - On February 12, 2015, BASF concluded the acquisition, announced on December 8, 2014, of the business from Taiwan Sheen Soon Co., Ltd. (TWSS), Lukang Town, Taiwan. TWSS is a leading manufacturer of precursors for adhesives based on thermoplastic polyurethanes (TPU). Following receipt of the official approval, BASF also took over TWSS's activities on the Chinese mainland, effective Decem- ber 1, 2015. The takeover consolidated BASF's market position in the areas of TPU extrusion and injection molding for various industries. BASF can now offer its customers complete solutions for TPUs and TPU adhesives. At BASF, the activities have been integrated in the Performance Materials division - On February 18, 2015, BASF took over technologies, patents and know-how for silver nanowires from Seashell Technology LLC, based in San Diego, California. Through this acquisition, BASF has extended its product portfolio for displays in the Electronic Materials business unit, which is part of the Monomers division 88 26 229 - 13 356 Accounts payable, trade 73 Provisions 23 Tax liabilities 11 Financial indebtedness Marketable securities Other liabilities 41 156 2.4 Acquisitions and divestitures Acquisitions In 2016, BASF acquired the following activities: - On September 26, 2016, BASF concluded the acquisition of Guangdong Yinfan Chemistry ("Yinfan"), Jiangmen, China, and integrated the activities in the Coatings division. This acquisition enabled BASF to add the Yinfan product range to its portfolio of automotive refinish coatings in Asia Pacific and gain access to a state-of-the-art production plant for automotive refinish coatings in China - – On December 14, 2016, BASF concluded the acquisition of the global surface treatment provider Chemetall from Albemarle Corporation, Charlotte, North Carolina. The acquisition supplements the Coating division's portfolio in the area of customized technology and system solutions for the treatment of surfaces. The purchase price, subject to usual adjustments to the net financial debt and net working capital, amounted to $3.1 billion BASF Report 2016 Consolidated Financial Statements Notes - Policies and scope of consolidation 175 The preliminary fair values of the assets and liabilities of Chemetall as of December 14, 2016, were as follows: Preliminary purchase price allocation of the assets and liabilities of Chemetall as of December, 14, 2016 (Million €) Goodwill Other intangible assets Property, plant and equipment Fair value at time of acquisition 1,545 1,223 139 Investments accounted for using the equity method 36 Other financial assets 9 Deferred taxes 5 Other receivables and miscellaneous assets Noncurrent assets 15 2,972 79 Inventories Accounts receivable, trade Other receivables and miscellaneous assets Current liabilities Liabilities Total purchase price¹ Property, plant and equipment 155 0.6 72 0.3 Financial assets 45 0.9 Other noncurrent assets 20 0.5 9 0.5 Noncurrent assets 3,009 6.0 169 0.4 Current assets 358 1.4 74 0.3 Thereof cash and cash equivalents 81 5.9 Total assets 3,367 4.4 1.5 62 24.3 1,237 30 137 493 2,836 1 To cover foreign currency risk, a part of the purchase price denominated in U.S. dollars was hedged. For more information, see Note 27 from page 208 onward Goodwill in the amount of €1,545 million resulted primarily from sales synergies, arising from the expansion of the port- folio as well as cost synergies to a minor extent. Chemetall contributed €32 million to sales in the fiscal year 2016 and minus €5 million to net income. With the consolidation of Chemetall in the Consolidated Financial Statements of BASF as of January 1, 2016, sales would have amounted to €768 million and net income €77 million. These proforma results are for comparison purposes and do not necessarily represent the results had the transaction taken place on January 1, 2016, and are not indicative of future developments and results. The purchase prices for businesses acquired in 2016 totaled €2,872 million; as of December, 31, 2016, payments made for these amounted to €2,849 million. The purchase price allocations were based on valuations in accordance with IFRS 3. The resulting goodwill amounted to €1,552 million. - · On February 24, 2015, BASF acquired a 66% share from TODA KOGYO CORP., based in Hiroshima, Japan, in a company to which TODA had contributed its business with cathode materials for lithium-ion batteries, patents and production capacities in Japan. The transaction had been announced on October 30, 2014. The company focuses on the research, development, production, marketing and sales of a number of cathode materials. At BASF, the activities were assigned to the Catalysts division - On March 31, 2015, BASF concluded the acquisition of the polyurethane (PU) business from Polioles, S.A. de C.V., based in Lerma, Mexico, that was announced on July 10, 2014. Polioles is a joint venture with the Alpek Group. BASF holds a 50% share, which is accounted for using the equity method. The acquisition comprised marketing and selling rights, current assets, and to a minor extent, production facilities. The business has been assigned to the Performance Materials division - On April 23, 2015, BASF concluded an agreement with Lanxess Aktiengesellschaft, based in Cologne, Germany, on the acquisition and use of technologies and patents for the production of high-molecular-weight polyisobutene (HM PIB). The transaction furthermore included the acquisition of selling rights and current assets as well as a manufacturing agreement in which Lanxess will produce HM PIB exclusively for BASF. The activities were allocated to the Performance Chemicals division The following overview shows the effects of the acquisitions conducted in 2016 and 2015 on the Consolidated Financial Statements. If acquisitions resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. 176 0.3 Consolidated Financial Statements Effects of acquisitions and changes in the preliminary purchase price allocations BASF Report 2016 2016 2015 Million € % Million € % Goodwill Other intangible assets 1,552 15.4 26 0.3 Notes - Policies and scope of consolidation Other receivables/prepaid expenses 823 Reconciliation reporting Oil & Gas (million €) 7,258 2,526 1,224 1,018 463 244 4,251 Regions 2015 (million €) South America, Europe Thereof Germany North America Asia Pacific Africa, BASF Middle East Group Location of customers Sales Share % 36,897 52.4 13,483 19.1 15,390 21.8 12,334 17.5 5,828 8.3 70,449 283 100.0 1,437 2,912 6,275 40,086 21,120 17,714 12,869 5,827 76,496 Thereof intangible assets 7,925 3,249 5,048 1,661 528 15,162 property, plant and equipment 13,990 6,915 Assets of Other 4,421 1,947 26,413 investments accounted for using the equity method 3,052 1,120 119 1,476 4,647 Additions to property, plant and equipment and intangible assets Amortization of intangible assets and depreciation of property, plant and equipment 4,114 1,424 432 Location of companies 38,675 property, plant and equipment 13,877 6,942 5,613 4,053 1,717 25,260 investments accounted for using the equity method 3,009 1,182 113 1,314 4,436 Additions to property, plant and equipment and intangible assets 3,162 1,446 1,263 986 602 6,013 Amortization of intangible assets and depreciation of property, plant and equipment 2,889 1,081 911 422 179 4,401 1 The sum of sales including interregional transfers for all the regions can differ from the sum of sales including intersegmental transfers for all the segments, as the segments are viewed globally, and therefore shipments and services between regions within the same segment are not classified as transfers. In the United States, sales to third parties in 2016 amounted to €12,831 million (2015: €13,831 million) according to location of companies and €11,985 million (2015: €13,302 million) according to location of customers. In the United States, 12,537 Sales 447 4,406 28,229 15,665 11,712 4,397 70,449 Sales including interregional transfers¹ 46,056 34,297 18,311 12,384 4,623 81,374 Income from operations 4,174 2,303 1,295 445 334 6,248 Assets 38,993 20,307 15,968 11,002 4,873 70,836 Thereof intangible assets 6,845 2,467 839 1,098 1,113 1,582 1,628 3,511 4,639 3,550 Debt 2,589 387 195 840 the equity method investments accounted for using 25,260 815 6,421 1,488 3,645 4,958 7,933 property, plant and equipment 4,174 38 1,030 342 1,181 1,428 155 other intangible assets 8,363 70 2,214 1,660 425 23,749 39,291 86 24 4,401 119 1,515 238 621 949 959 Thereof impairments depreciation of property, plant and equipment Amortization of intangible assets and 6,013 111 1,823 402 854 964 1,859 intangible assets Additions to property, plant and equipment and 1,953 407 50 514 392 383 207 Research and development expenses 4,436 2,048 2,326 2,201 Location of companies Sales Sales including interregional transfers¹ 26,039 % 45.3 7,412 12.9 14,042 24.4 12,165 21.1 5,304 57,550 9.2 100.0 27,221 17,540 14,682 11,512 4,135 57,550 34,234 23,241 17,060 12,269 4,361 67,924 Income from operations Assets 3,632 Share Sales Location of customers Group 58 Thereof goodwill 70,836 9,632 12,373 8,435 13,341 14,232 6,248 (985) 1,072 1,083 1,607 1,340 intangible assets, property, plant and equipment, and invest- ments accounted for using the equity method amounted to €10,342 million compared with €9,262 million in the previous year. 2,131 12,823 3 690 BASF Report 2016 Regions 2016 (million €) Consolidated Financial Statements Notes Notes on statement of income South America, Europe Thereof Germany North America Asia Pacific Africa, BASF Middle East 500 Notes on statement of income 6,055 Earnings per share 17,359 14,549 13,486 Assets 6,275 (1,091) 499 1,037 2,199 1,648 1,983 Income from operations 63,952 2,019 3,099 5,602 19,468 15,467 18,297 Sales including intersegmental transfers 6,402 1 331 33 736 465 4,836 Intersegmental transfers 57,550 8,899 2,018 12,829 76,496 2,581 423 193 1,027 investments accounted for using the equity method 26,413 833 6,678 1,543 4,065 5,183 8,111 property, plant and equipment 5,089 37 1,121 263 2,305 1,219 144 other intangible assets 10,073 70 1,712 2,093 3,909 2,227 62 Thereof goodwill 9,374 2,768 5,569 18,732 (74) (6) 6 1,072 499 2015 2016 9,632 9,374 2,823 5 Earnings per share 133 66 2,262 1,911 1,791 2,513 526 605 December 31, 2015 2,097 December 31, 2016 1,959 Net income Minority interests Income before minority interests Income taxes Income before taxes and minority interests Other income Net income from shareholdings Income from operations 267 431 1,333 7 15,002 13,461 Sales Group Other Oil & Gas BASF Agri- cultural Solutions Functional Mate- rials & Solutions mance Products Chemicals Perfor- Segments 2016 (million €) Positive income taxes in 2016 were primarily a result of the calculation of taxable income in Norway. 423 The Oil & Gas segment's other income relates to income and expenses not included in the segment's income from opera- tions, interest result and other financial result. As in the previous year, other income largely consisted of currency effects from Group loans. Notes - Policies and scope of consolidation Consolidated Financial Statements 180 Impairments for exploration and production licenses in the Oil & Gas segment dampened income from operations by €609 million in 2015. income from operations, as the excess amounts received over the last ten years were compensated in 2016, as contractually agreed with our partner, Gazprom. Income from operations in 2016 declined significantly in comparison with the previous year. This was essentially a result of lower oil and gas prices in the first three quarters of 2016 compared with the same period of the previous year as well as the asset swap with Gazprom on September 30, 2015. This resulted in a lack of earnings contributions from the divested gas trading and storage business and the 50% share in Wintershall Noordzee B.V., Rijswijk, Netherlands, beginning in the fourth quarter of 2015. Furthermore, the transaction led to earnings of €314 million in the previous year. The share in the Yuzhno Russkoye natural gas field contributed lower The reconciliation reporting Oil & Gas reconciles the income from operations in the Oil & Gas segment with the contribution of the segment to the net income of the BASF Group. 1,050 362 (115) (76) 1,165 438 (168) BASF Report 2016 4,647 2,320 4,720 Million € 2016 2015 Income from the adjustment and reversal of provisions recognized in other operating expenses Revenue from miscellaneous revenue-generating activities 80 118 191 179 Income from foreign currency and hedging transactions 32 305 Income from the translation of financial statements in foreign currencies 57 101 Gains on divestitures and the disposal of fixed assets 667 525 Income on the reversal of valuation allowances for business-related receivables Other 35 41 Other operating income 718 1,780 735 2,004 Income from the adjustment and reversal of provisions that had been recognized in other operating expenses was largely related to closures and restructuring measures, employee obligations, risks from lawsuits and damage claims, and various other items as part of the normal course of business. Provisions were reversed or adjusted if the circum- stances on the balance sheet date were such that utilization was no longer expected, or expected to a lesser extent. For more information, see Note 8 from page 183 onward Revenue from miscellaneous revenue-generating activities primarily included income from rentals, catering operations, cultural events and logistics services. Income from foreign currency and hedging trans- actions pertained to the foreign currency translation of receivables and payables as well as of currency derivatives and other hedging transactions. The decline compared with the previous year was attributable to the cessation of crude oil swaps to hedge price risks from gas purchase and sales contracts due to the completion of the asset swap with Gazprom. Income from the translation of financial statements in foreign currencies contained gains from the translation of companies whose local currency is different from the functional currency. Gains on divestitures and the disposal of fixed assets in the amount of €349 million resulted from the sale of the industrial coatings business to AkzoNobel, Amsterdam, Netherlands. Income of €93 million arose from the sale of the global polyolefin catalysts business to W.R. Grace & Co., Columbia, Maryland. Further income of €83 million resulted from the disposal of BASF's OLED intellectual property assets to UDC Ireland Limited, Dublin, Ireland. Income of €72 million pertained to real estate divestitures in several countries. The previous year had particularly contained income in the amount of €314 million from the asset swap with Gazprom. In addition, the sale of the global textile chemicals business to Archroma Textiles S.à r.I., Luxembourg, resulted in income of €71 million. Additional income of €39 million was attributable to the sale of the white expandable polystyrene (EPS) business to Alpek S.A.B. de C.V., Monterrey, Mexico. Furthermore, income in the 7 Other operating income Assets For more on research and development expenses by segment, see Note 4 on page 180 Research and development expenses Debt 2015 3,987 4.34 4.33 In accordance with IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares which will be granted in the future as a part of the BASF share program "plus." This applies regardless of the fact that the necessary shares are acquired by third parties on the market on behalf of BASF, and the fact that there are no plans for the issuance of new shares. The dilutive effect of the issue of "plus" shares amounted to €0.01 in 2016 (2015: €0.01). Net income million € 2016 4,056 Weighted-average number of outstanding shares 1,000 € Diluted earnings per share € 918,479 4.42 4.41 918,479 181 182 Consolidated Financial Statements Notes Notes on statement of income 6 Functional costs BASF Report 2016 Under the cost-of-sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumu- lated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. For more on other operating expenses, see Note 8 from page 183 onward Cost of sales Cost of sales includes all production and purchase costs of the company's own products as well as merchandise which has been sold in the period, particularly plant, energy and personnel costs. Selling expenses Selling expenses particularly include marketing and advertising costs, freight costs, packaging costs, distribution manage- ment costs, commissions, and licensing costs. General and administrative expenses General and administrative expenses primarily include the costs of the central units, the costs of managing business units and divisions, and costs of general management, the Board of Executive Directors and the Supervisory Board. Research and development expenses include the costs result- ing from research projects as well as the necessary license fees for research activities. Income from operations Earnings per share 2,787 268 707 874 1,186 Thereof impairments depreciation of property, plant and equipment Amortization of intangible assets and 7,258 121 1,115 266 3,679 864 1,213 1,097 intangible assets 1,863 398 39 489 393 362 182 43,928 25,185 2,190 1,853 4,328 77,876 5,652 Additions to property, plant and equipment and 119 Research and development expenses 86 4,251 13,764 5,848 7,427 70,449 2,790 BASF Group Other Oil & Gas 12,998 766 Agri- cultural Solutions 5,820 28 18,523 873 19,396 16,111 19,970 Sales including intersegmental transfers (3) 14,670 5,300 15,648 463 152 31 16 315 Segments 2015 (million €) 4 Chemicals Intersegmental transfers Perfor- Functional Mate- rials & Solutions Sales mance Products 26 Balance as of 3,836 137 1,903 196 67 of December 31, 2015 865 411 2,160 December 31, 2015 Net carrying amount as (7) 11 18 5 68 8 (1) (389) (123) 907 (6) (125) 102 1,086 Notes Notes on balance sheet 254 buildings (43) Machinery and Land, land rights and further infrastructure, which are depreciated according to the unit of production method. Development of property, plant and equipment 2016 (million €) Machinery and technical equipment contain oil and gas deposits, including related wells, production facilities and 15 Property, plant and equipment In 2015, additions to accumulated amortization included write-ups of €2 million. more, under the category know-how, patents and production technologies, a once-advantageous supply contract of €36 million in the Functional Materials & Solutions segment was fully impaired due to lower market prices. In 2015, additions to accumulated amortization included impairments of €205 million. These primarily concerned the Oil & Gas segment. The revised assumptions for oil and gas prices led to €137 million in goodwill impairments as well as €27 million in impairments on a license in Norway. Further- Related to this, goodwill of €173 million was derecognized, €32 million of which was reported under transfers. BASF Report 2016 Consolidated Financial Statements 192 191 Other rights and values under transfers also included derecognitions of €153 million resulting from the change in accounting to the net method for emission right certificates granted free of charge in 2015. Disposals of €17 million were attributable to the asset swap with Gazprom. Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €480 million in 2015 authorize the exploration and production of oil and gas in certain areas. At the end of the term of a concession, the rights are returned. Aside from transfers to property, plant and equipment, transfers in 2015 included €54 million from the subsequent adjustments of the purchase price allocation for the acquisition of assets from Statoil. of high-molecular-weight polyisobutene (HM PIB), which added €23 million to intangible assets. Additions from acquisitions amounted to €136 million in 2015. Significant acquisitions concerned the purchase of a 66% share in a company to which TODA KOGYO CORP., Hiroshima, Japan, contributed its business, and the purchase of the polyurethane (PU) business from Polioles, S.A. de C.V., Lerma, Mexico. In connection with these transactions, addi- tions to intangible assets amounted to €87 million. Moreover, BASF concluded an agreement with Lanxess on the acqui- sition and use of technologies and patents for the production Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2015, their acquisition costs amounted to €835 million and accumulated amortization to €246 million; amortization in 2015 amounted to €41 million. 1 Including licenses to such rights and values 12,537 8,363 technical equipment 24 (92) 1,951 137 1,318 4,063 December 31, 2015 731 513 17 (328) (24) (170) 1 (577) (149) (147) (7) 136 19 32 135 45 11 (49) (1) (53) Thereof depre- ciation accord- ing to the unit of production method @&8* 91 801 450 16,373 84 14 193 71 302 (36) (1) (38) 3 Currency effects Transfers Disposals Additions consolidation Changes in scope of 3,358 232 59 809 379 1,879 January 1, 2015 Balance as of amortization Accumulated 8,500 Miscellaneous 41,974 fixtures 1 (1) Transfers (1,013) (73) (182) (28) (658) (100) Disposals 3,691 1 78 939 2,930 376 Additions (1) (1) Changes in scope of consolidation 220 3,152 2,827 32,965 307 1 Currency effects 58 Balance as of In 2016, impairments of €254 million were included in accumulated depreciation. These pertained largely to impairments of €133 million on machinery and technical equipment as well as buildings due to the new strategic direction of individual businesses in the Chemicals and Functional Materials & Solutions segments. The recoverable amount of these assets equals their value in use amounting to €72 million. The weighted average cost of capital rate before taxes applied ranged between 9.4% and 12.8%. Due to acquisitions, property, plant and equipment rose by €155 million primarily from the acquisition of the global surface treatment provider Chemetall from Albemarle Corp., Charlotte, North Carolina. additions. In addition, investments for expansion purposes were particularly made at the sites in Ludwigshafen, Germany; Geismar, Louisiana; Port Arthur, Texas; and Antwerp, Belgium. Government grants of €1 million were deducted from asset Additions to property, plant and equipment arising from investment projects amounted to €4,222 million in 2016. Material investments were primarily related to the construction of an integrated aroma ingredients complex in Kuantan, Malaysia, the TDI complex in Ludwigshafen, Germany, and the expansion of the dicamba plant in Beaumont, Texas, which were partially started up in 2016. Further material asset addi- tions included the construction of an ammonia plant in Free- port, Texas, and oil and gas production facilities and wells in Europe and South America. 26,413 5,758 1,129 3,469 14,238 5,288 Net carrying amount as of December 31, 2016 45,163 231 3,308 3,711 35,655 5,969 Balance as of December 31, 2016 511 6 30 (27) 417 5,637 Balance as of January 1, 2016 Accumulated depreciation 71,576 18 54 77 Additions from acquisitions 4,222 2,536 203 309 1,300 183 Additions 1 2 (1) Changes in scope of consolidation 67,234 6,502 4,216 5,972 45,805 10,711 Balance as of January 1, 2016 Cost Total progress 6 equipment and Construction in 155 (194) 5,989 4,437 7,180 49,893 11,257 Balance as of December 31, 2016 1,081 178 46 213 698 159 Currency effects 138 (3,145) 165 716 2,796 322 Transfers (1,255) (88) (213) (30) (760) Disposals 62 Number of employees as of December 31 Currency effects 4.4 236 German trade tax 0.2 11 0.2 13 15.0 234 832 810 Solidarity surcharge Expected tax based on German corporate income tax (15%) 5,548 5,395 Income before taxes and minority interests % Million € 15.0 % 4.2 402 (0.7) (38) (0.9) (46) Income after taxes of companies accounted for using the equity method 4.3 239 1.4 Foreign tax-rate differential 76 (1.9) (103) (0.9) (46) Tax-exempt income 4.1 225 7.5 Nondeductible expenses Million € 2015 2016 (514) Deferred tax expense (+) / income (-) (135) (119) Taxes for prior years 1,231 1,184 Foreign income tax (363) 514 Corporate income tax, solidarity surcharge and trade taxes (Germany) 1,610 1,654 Current tax expense 2015 2016 Million € BASF Report 2016 589 From changes in temporary differences (473) (314) Reconciliation of the effective tax rate and the tax rate in Germany Other taxes included real estate taxes and other comparable taxes totaling €109 million in 2016 and €106 million in 2015. Changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in expenses of €7 million in 2016 and expenses of €4 million in 2015. 1,549 302 272 1,412 1,247 1,140 3 8 Other taxes as well as sales and consumption taxes Tax expense Income taxes From valuation allowances on deferred tax assets 7 (6) From changes in the tax rate (59) (43) From changes in tax loss carryforwards / unused tax credits Taxes for prior years Tax expense (119) (135) Tax loss carryforwards 177 170 1,346 1,446 Other provisions and liabilities 472 431 309 2,410 Provisions for pensions 517 498 251 348 Inventories and accounts receivable 106 84 3,028 12 271 157 439 595 1,791 2,513 (25) (30) (62) (80) Other Thereof current Valuation allowances for deferred tax assets Thereof for tax loss carryforwards 107 (2,873) (3,016) (2,873) (3,016) Netting 95 164 Total 51 Financial assets 3,322 The foreign tax-rate differential increased due to improve- ment in earnings in the Exploration & Production business sector in countries with a high tax rate, particularly in Norway. In the previous year, nondeductible expenses particularly The BASF Group tax rate amounted to 21.1% in 2016 (2015: 22.5%). The lower tax rate was mainly due to deferred tax income arising from the valuation of the differences to the tax values as a result of foreign currency translation. Taxes for prior years primarily contained reversals of long-term tax provisions. 22.5 1,247 21.1 1,140 0.2 10 included an impairment of the goodwill of the Exploration & Production business sector. In Other, currency driven valuation of the differences to the tax values as well as additional tax depreciation on oil and gas production facilities in Norway led to tax income. (3.4) Income taxes / effective tax rate Other (0.5) (28) 0.0 (2) Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests (2.4) (184) Future reversals of temporary differences for shares in investments that are assumed to have a planning horizon of one year led to deferred tax income of €2 million in 2016 (2015: €28 million). BASF Report 2016 Deferred taxes 3,336 182 180 Property, plant and equipment 1,553 1,719 90 90 Intangible assets 2015 2016 2015 2016 Deferred tax liabilities Deferred tax assets Notes Notes on statement of income 187 Consolidated Financial Statements Deferred tax assets and liabilities (million €) (2.2) Notes Notes on statement of income Consolidated Financial Statements 186 Million € 9 Income from companies accounted for using the equity method In both years, expenses under Other included expenses from attorneys' fees for litigation cases as well as from REACH, the provision of services, and conducting additional projects. Moreover, 2016 contained expenses of €27 million from the fire damage at the Ludwigshafen North Harbor. In addition to expenses for onerous contracts at several companies, 2015 also contained expenses of €121 million for BASF's 150th anniversary. Expenses from the addition of valuation allowances for business-related receivables rose by €25 million compared with the previous year. This was predominantly due to higher additions in the region South America, Africa, Middle East as compared with the prior year. Losses from the disposal of fixed assets and divesti- tures amounted to €17 million in 2016 from the reduction in disposal gains from the asset swap with Gazprom as part of the final purchase price allocation. In 2015, losses mainly stemmed from the sale of the global paper hydrous kaolin business to Imerys Kaolin, Inc., Roswell, Georgia. Expenses from foreign-currency and hedging transac- tions as well as from the measurement of LTI options were related to foreign currency translations of receivables and payables as well as changes in the fair value of currency derivatives and other hedging transactions. Compared with the previous year, lower expenses were particularly the result of the appreciation of the U.S. dollar against various curren- cies. Countering this was an additional expense in 2016 for the long-term incentive (LTI) program of €267 million (2015: €53 million). For more information, see Note 7 from page 182 onward Costs from miscellaneous revenue-generating activities concerned the respective item presented in other operating income. Proportional net income BASF Report 2016 Consolidated Financial Statements 184 183 Amortization, depreciation and impairments of intan- gible assets and property, plant and equipment arose from impairments in the Functional Materials & Solutions seg- ment in the amount of €124 million in 2016 compared with €57 million in 2015. The Chemicals segment posted impairments of €67 million in 2016 and €18 million in 2015. Further impairments of €24 million concerned the Agricultural Solutions segment in 2016. The previous year had recorded €500 million in impairments in the Oil & Gas segment and €53 million in the Performance Products segment. Further expenses of €61 million in 2016 and €37 million in 2015 arose from the addition to environmental provisions. In both years, these concerned several discontinued sites in North America. In 2016, expenses were also incurred for landfills in Germany. Moreover, the previous year had contained expenses for several discontinued sites in Switzerland. Expenses arose from environmental protection and safety measures, demolition and removal, and planning expenses related to capital expenditures insofar as these are not subject to mandatory capitalization according to IFRS. Expenses for demolition, removal and project planning totaled €375 million in 2016 and €376 million in 2015. These especially pertained to the Ludwigshafen site in both years. Expenses for restructuring measures were primarily related to severance payments amounting to €190 million in 2016 and €69 million in 2015. Further expenses for restructuring measures arose in the Petrochemicals division at several sites in the United States; these amounted to €37 million in 2016 and €15 million in 2015. In the Dispersions & Pigments division, expenses of €25 million in 2016 and €16 million in 2015 concerned several sites worldwide. In addition, expenses of €39 million in 2016 and €15 million in 2015 were incurred for the outsourcing of the computer centers as well as for a regional restructuring project in South America. 3,640 Notes Notes on statement of income 717 Thereof joint ventures Other adjustments of income and expense 307 11 (6) (35) (4) (24) (10) 250 associated companies 160 157 275 317 2015 2016 Income from companies accounted for using the equity method associated companies Thereof joint ventures 25 604 3,133 Other operating expenses Other 464 Environmental protection and safety measures, costs of demolition and removal, and planning expenses related to capital expenditures that are not subject to mandatory capitalization Amortization, depreciation and impairments of intangible assets and property, plant and equipment Costs from miscellaneous revenue-generating activities 306 482 2015 2016 Restructuring measures Million € 457 Other operating expenses Moreover, income in both years was related to gains from precious metal trading, the reversal of impairments on property, plant and equipment, tax refunds, income from the adjustment of pension plans, and a number of additional items. Further income resulted from refunds and compensation payments in the amount of €291 million in 2016 and €254 mil- lion in 2015. These were predominantly due in both years to insurance refunds arising from a plant outage at the Ellba C.V. joint operation in Moerdijk, Netherlands. The previous year had also included income from a one-off payment for a price revision relating to 2014 in the Oil & Gas segment as well as a one-off payment from Tellus Petroleum AS, Oslo, Norway, in connection with the intended sale of selected assets on the Norwegian continental shelf, which was not completed. Income under Other included government grants and government assistance from several countries amounting to €156 million in 2016 and €135 million in 2015. In both years, these were primarily attributable to price compensation from the Argentinian government for gas producers, which was introduced in connection with the New Gas Price Scheme (NGPS) in response to the lower, partly locally regulated gas prices. Income from the reversal of valuation allowances for business-related receivables resulted mainly from the settlement of customer-related receivables for which a valua- tion allowance had been recorded. amount of €37 million arose from the sale of buildings in China and India as well as income in the amount of €29 million from the sale of the custom synthesis business and parts of the active pharmaceutical ingredients portfolio to Siegfried Holding AG, Zofingen, Switzerland. Consolidated Financial Statements Notes Notes on statement of income BASF Report 2016 93 8 337 675 179 259 277 Expenses from the consumption of inventories measured at market value and the derecognition of obsolete inventory 81 106 Expenses from the addition of valuation allowances for business-related receivables 195 94 40 43 Oil and gas exploration expenses Losses from the disposal of fixed assets and divestitures 92 17 Losses from the translation of financial statements in foreign currencies 639 530 Expenses from foreign-currency and hedging transactions as well as from the measurement of LTI options 179 251 Income from companies accounted for using the equity method increased in 2016 primarily due to higher earnings of BASF-YPC Company Ltd., Nanjing, China. Countering this were lower earnings at Lucura Versicherungs AG, Lud- wigshafen, Germany, which was largely attributable to building of provisions in connection with the fire at the North Harbor in October 2016. In 2016, earnings from companies in the Oil and Gas segment which are accounted for using the equity method remained at the prior year level. Nord Stream AG, Zug, Switzerland, OAO Severneftegazprom, Krasnoselkup, Russia, as well as GASCADE Gastransport GmbH, Kassel, Germany, con- tributed most to these earnings. BASF Report 2016 (7) Other financial result Other financial expenses Net interest expense from other long-term personnel obligations Unwinding the discount on other noncurrent liabilities Miscellaneous financial expenses (196) (183) Net interest expense from underfunded pension plans and similar obligations (10) (3) Write-downs on/losses from the disposal of securities and loans 97 Other financial income Miscellaneous financial income 149 3 52 92 Net interest income from overfunded pension plans and similar obligations Income from the capitalization of borrowing costs 152 (47) (68) (231) 185 average trade tax rate was 14.1% (2015: 14.1%). The 30% rate used to calculate deferred taxes for German Group com- panies remained unchanged in 2016. The profits of foreign Group companies are assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon is levied on all paid out and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax that varies depending on the municipality in which the company is represented. Due to a constant rate of assess- ment for Ludwigshafen, Germany, in 2016, the weighted Income taxes 11 The rise in other financial expenses was largely attributable to hedging of loans in U.S. dollars. In comparison with 2015, income from the capitalization of borrowing costs declined due to the start up of larger investment projects. underfunded pension plans and similar obligations decreased compared with the previous year, as a result of the reduced net defined benefit liability as of December 31, 2015. Net interest expenses of the respective financial year is based on the discount rate and the defined benefit obligation at the beginning of the year. The net interest expense from The interest result declined by €57 million compared with the previous year from minus €425 million to minus €482 mil- lion. This was due to lower interest income particularly from liquid funds and higher interest expenses arising from bank loans outside of the eurozone. Net income from shareholdings was €26 million lower in 2016 than in the previous year. In 2015, higher income from the disposal of shareholdings was reported, particularly from the disposal of the share in Indaver N.V., Antwerp, Belgium. (700) (880) Financial result (284) (381) (436) (478) (151) (425) 3,317 179 (482) (661) 9 47 39 2015 2016 Consolidated Financial Statements Notes Notes on statement of income Interest income from cash and cash equivalents Net income from shareholdings 31 Expenses from other shareholdings Losses from loss transfer agreements Income from other shareholdings Income from tax allocation to participating interests Income from profit transfer agreements Income from the disposal of shareholdings Dividends and similar income Million € 10 Financial result Write-downs on/losses from the sale of shareholdings 6 2 54 213 179 Interest result Interest expenses Interest income Interest and dividend income from securities and loans 29 20 184 159 9 (17) (71) (71) (55) (53) (16) (18) 80 (638) 3,381 256 (18) Undistributed earnings of subsidiaries resulted in tempo- rary differences of €8,905 million in 2016 (2015: €9,241 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for indefinite periods of time. 224 4 (17) יוי 21 14 251 Currency effects 514 13 (16) (2) Transfers (664) (64) (60) (9) (149) (12) (39) Balance as of 5,051 Changes in scope of 3,836 137 196 67 865 411 2,160 December 31, 2016 January 1, 2016 amortization Accumulated 19,089 10,214 435 92 1,958 1,339 Balance as of (343) Disposals 2,789 January 1, 2016 Balance as of Total Goodwill Other rights and values4 assets technologies trademarks 4,063 similar rights production licenses and generated patents and Product rights, Distribution, supply and Internally Know-how, intangible 1,318 1,951 91 1,552 3 108 44 1,082 Additions from acquisitions 92 25 10 39 18 Additions 2 2 consolidation Changes in scope of 16,373 8,500 450 consolidation Additions 260 47 Total Goodwill Other rights and values¹ assets intangible production technologies trademarks licenses and January 1, 2015 generated Product rights, Distribution, supply and similar rights Internally Know-how, Balance as of Cost Development of intangible assets 2015 (million €) In 2016, additions to accumulated amortization included impairments of €61 million. This primarily affected impairments relating to production technologies and marketing and selling rights in the Functional Materials & Solutions segment in the amount of €51 million. patents and 4,014 1,410 2,000 (167) Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant deviations between fair values and the values in the tax accounts. This leads primarily to deferred tax liabilities. (2) Transfers (137) (43) (94) Disposals 47 Additions from acquisitions 56 Additions 5 consolidation Changes in scope of 16,325 8,141 674 86 production of oil and gas in certain areas. At the end of the term of a concession, the rights are returned. Cost Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €466 million in 2016 authorize the exploration and Consolidated Financial Statements Notes Notes on balance sheet 105 2 10 1 88 (1) 560 (573) (55) Balance as of (9) (24) (339) Currency effects Transfers Disposals 86 14 153 (146) December 31, 2016 2,168 435 BASF Report 2016 Additions from acquisitions amounted to €2,789 million in 2016. Significant acquisitions comprising the purchase of the global surface treatment provider Chemetall from Albemarle Corp., Charlotte, North Carolina, and the automotive refinishing business from Guangdong Yinfan Chemistry, Jiangmen, China, led to an increase of goodwill in the amount of €1,552 million. In connection with these transactions, additions to intangible assets amounted to €1,237 million. These were primarily related to customer relationships and production technologies. Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2016, their acqui- sition costs amounted to €1,029 million and accumulated amortization to €328 million; amortization in 2016 amounted to €19 million. 4 Including licenses to such rights and values 15,162 10,073 206 20 20 1,076 904 2,883 of December 31, 2016 Net carrying amount as 3,927 141 229 72 882 Disposals of intangible assets in the amount of €21 million were largely attributable to the sale of the 25% share in the Byrding field to Statoil and the divestiture of the global photoinitiator business as well as the global polyolefin catalysts business. Related to this, goodwill of €64 million was derecog- nized. Development of intangible assets 2016 (million €) (1) 8,363 113,830 7,323 7,307 South America, Africa, Middle East BASF Group 17,562 18,156 17,471 17,583 112,435 52,837 70,079 70,784 2015 2016 Thereof Germany North America Europe Personnel expenses (million €) The BASF Group spent €10,165 million for wages and salaries, social security contributions and expenses for pensions and assistance in 2016 (2015: €9,982 million). This represented an increase in personnel expenses of 1.8%. This was particularly due to higher expenses for the long-term incentive (LTI) program in addition to wage and salary increases. Countering this was the lower average number of employees (2016: 111,975 employees; 2015: 113,249 employ- ees) as well as currency effects. 53,318 Thereof apprentices and trainees temporary staff 3,120 3,240 10,165 Personnel expenses 658 627 Thereof for pension benefits The average number of employees was distributed over the regions as follows: 2,039 1,995 expenses for pensions and assistance Social security contributions and Employees from joint operations are included in the number of employees at year end relative to BASF's share in the respec- tive company. In total, this included 432 employees in 2016 (2015: 392 employees). 7,943 8,170 Wages and salaries 2015 2016 Asia Pacific 2,294 2,334 Personnel expenses 9,982 13 Personnel expenses and employees For more information on minority interests in consolidated companies, see Note 21 on page 197 2,490 2,383 Foreign Total 1 1 Germany 2015 Deferred tax assets 2016 279 2015 Tax loss carryforwards Tax obligations primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. Tax obligations amounted to €1,288 million in 2016 (2015: €1,082 million). Tax obligations Tax loss carryforwards exist in all regions, especially in Europe and Asia. German tax losses may be carried forward indefinitely. In foreign countries, tax loss carryforwards are in some cases only possible for a limited period of time. The bulk of the tax loss carryforwards will expire in Europe by 2019 and in Asia by 2021. No deferred tax assets were recognized for tax loss carryforwards of €1,478 million in 2016 (2015: €1,767 million). Tax loss carryforwards (million €) 1 Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 2 For impairment testing of the cash-generating unit Exploration & Production, a field-related valuation method considering the expected term and production profile of the included oil and gas fields as well as the tax payments in the specific countries is used instead of a general growth rate, as of the 2016 financial year. 3 No impairment testing for the acquisition in December 2016 The regional distribution of tax loss carryforwards is as follows: Tax loss carryforwards 2016 246 2,384 2,491 Higher minority interests in profits compared with the previous year were predominantly attributable to W & G Trans- port Holding GmbH, Kassel, Germany, and Shanghai BASF Polyurethane Company Ltd., Shanghai, China. (29) 343 BASF Report 2016 314 199 Total (30) Minority interests in losses 229 Minority interests in profits 2016 Million € 12 Minority interests Notes Notes on statement of income Consolidated Financial Statements 188 246 279 In 2016, lower minority interests in profits in comparison with the previous year were mainly the result of the disposal of shares in companies active in the gas storage business in connection with the asset swap completed with Gazprom on September 30, 2015. Also responsible were decreased margins and lower sales volumes from the reduced capacity utilization of BASF TOTAL Petrochemicals LLC's condensate splitter in Port Arthur, Texas. Number of employees 2015 Average number of employees 1,712 2.0% 2,048 2.0% 2,093 Growth rate¹ Goodwill Growth rate¹ 1,660 Goodwill 2016 BASF Report 2016 Goodwill as of December 31 Other cash-generating units Surface Treatment in the Coatings division Pigments in the Dispersions & Pigments division Personal care ingredients in the Care Chemicals division Construction Chemicals division 2015 (2.0%) 2.0% 1,411 1,523 0.0-2.0% 0.0-2.0% As of December 31, 2016, the number of employees increased to 113,830 employees due to the acquisition of Chemetall compared with 112,435 employees as of December 31, 2015. It was distributed over the regions as follows: 1,626 10,073 1,555 2.0% 484 2.0% 431 2.0% 537 2.0% 531 1.5% 700 1.5% 735 2.0% Catalysts division (excluding battery materials) Exploration & Production in the Oil & Gas segment 1,390 Cash-generating unit 111,975 7,557 7,321 South America, Africa, Middle East BASF Group 17,428 17,473 Asia Pacific 17,342 Thereof apprentices and trainees temporary staff 17,308 52,987 52,608 Thereof Germany 70,922 Europe Crop Protection division 2015 2016 North America 2,838 2,365 113,249 Employees from joint operations are included in the average number of employees relative to BASF's share in the com- pany. This comprised a total of 404 employees (2015: 398 employees). Goodwill of cash-generating units (million €) Notes Notes on balance sheet Consolidated Financial Statements 190 189 For impairment testing in the Exploration & Production business sector in the Oil & Gas segment, BASF assumes an average oil price of $55 per barrel of Brent crude oil in 2017. In comparison with the previous year, the long-term outlook for oil prices remained unchanged. The recoverable amount of the cash-generating unit Exploration & Production improved significantly compared against the impairment test of the pre- vious year. This was mainly due to the expenditure and pro- duction profiles that were adapted to the price development. In 2016, the recoverable amount of Catalysts (excluding battery materials) exceeded the carrying amount by €705 mil- lion. The weighted average cost of capital rate after taxes used for the impairment testing of this unit was 8.01% (2015: 7.66%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.82 percentage points (2015: by 0.73 percent- age points) or if income from operations of the last detailed planning year as the basis for the terminal value - were lower by 13.75% (2015: by 14.52%). 2,942 2,574 In the 2016 business year, the recoverable amount of the Construction Chemicals unit exceeded the carrying amount by around €282 million. The weighted average cost of capital rate after taxes used for impairment testing was 8.01% (2015: 7.67%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.69 percentage points (2015: by 0.96 percent- age points) or if income from operations of the last detailed planning year as the basis for the terminal value - were lower by 12.0% (2015: by 16.65%). In determining the recoverable amount for the great majority of cash-generating units, BASF generally anticipates that a reasonably possible deviation from the key assumptions will not lead to the carrying amount of the units exceeding their respective recoverable amounts. For the goodwill of the Construction Chemicals division and the cash-generating units Pigments (in the Dispersions & Pigments division), as well as Catalysts (excluding battery materials), this is not the case. In 2016, the recoverable amount of Pigments exceeded the carrying amount by €242 million. The weighted average cost of capital rate after taxes used for impairment testing was 5.09% (2015: 6.07%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.51 percentage points (2015: by 0.04 percentage points) or if income from operations of the last detailed planning year - as the basis for the terminal value - were lower by 13.78% (2015: by 0.92%). 69,873 Annual impairment testing took place in the fourth quarter of the year on the basis of the cash-generating units. Recover- able amounts were determined in most cases using the value in use. This was done using plans approved by company management and their respective cash flows, generally for the next five years. Thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. The planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw material prices and profit margins. The oil price is also among the main input parameters that provide the basis for the forecast of cash flows in the current financial plans. Market assumptions regarding, for example, economic devel- opment and market growth are included based on external macroeconomic sources as well as sources specific to the industry. The goodwill of BASF is allocated to 22 cash-generating units (2015: 21), which are defined either on the basis of business units or on a higher level. Consolidated Financial Statements Notes Notes on balance sheet 14 Intangible assets Notes on balance sheet The weighted average cost of capital rate after tax required for impairment testing is determined using the Capital Asset Pricing Model. It comprises a risk-free rate, a market risk premium, and a spread for credit risk based on the respective industry-specific peer group. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash- generating unit. Impairment tests of the units (excluding Exploration & Production in the Oil & Gas segment) were conducted assuming a weighted average cost of capital rate after taxes between 5.07% and 8.01% (2015: between 6.04% and 7.67%). This represents a weighted average cost of capital rate before taxes between 6.43% and 10.77% (2015: between 7.77% and 10.81%). In the financial year 2016, a refined valuation model based on a field-related valuation approach was introduced, which considers the expected cash flows as well as the tax payments in the individual countries. The period under consideration now includes the planned license terms and the production profiles of the included oil and gas fields. Furthermore, instead of using a single weighted average cost of capital rate, the country risk and the specific tax rate is considered in each case: this leads to a more precise calculation of the recoverable amount. Con- sidering these parameters, the capital rate after taxes varied between 7.5% and 13.76% and before taxes between 10.96% and 37.68%. BASF Report 2016 1 133 27 373 7 64 36 24 118 Balance as of December 31, 370 39 40 35 106 298 2016 46 Reversals not recognized in income Additions not recognized in income Reversals recognized in income 75 488 Reversals 196 income Balance as of December 31, income 2015 Reversals not recognized in Additions not recognized in income 41 income 80 337 income 2015 recognized in recognized in Additions Balance as of January 1, BASF Report 2016 Total Other receivables Accounts receivable, trade Valuation allowances for receivables 2015 (million €) Notes Notes on balance sheet Consolidated Financial Statements 195 2016 176 Balance as of January 1, recognized in 21 10 Employee receivables 875 102 747 114 Tax refund claims 133 66 Defined benefit assets 61 258 62 Prepaid expenses 1,049 1,358 1,017 905 Other receivables and assets which qualify as financial instruments 130 33 357 Precious metal trading items Additions 690 Miscellaneous Total Other receivables Accounts receivable, trade Valuation allowances for receivables 2016 (million €) The reduction in current tax refund claims can largely be traced back to the settlement of open tax income receivables. Precious metal trading items primarily comprise physical items and precious metal accounts as well as long positions in precious metals, which are largely hedged through sales or derivatives. Prepaid expenses in 2016 included prepayments of €64 million related to operating activities compared with €41 million in 2015, as well as €54 million in prepayments for insurance in 2016 compared with €30 million in 2015. Prepay- ments for license costs increased from €36 million to €48 mil- lion in 2016. able to the lower fair values of precious metal and foreign currency derivatives. The reduction of noncurrent derivatives positive fair market values primarily affected the market valuation of com- bined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attribut- The decline in noncurrent loans and interest receivables in 2016 was predominantly due to the reduction of loans granted by WIGA Transport Beteiligungs-GmbH & Co. KG, Kassel, Germany, to NEL Gastransport GmbH, Kassel, Germany, and GASCADE Gastransport GmbH, Kassel, Germany, by €139 million to €259 million to finance the pipeline network. Furthermore, loans granted by BASF Belgium Coordination Center Comm. V., Antwerp, Belgium, mainly to finance the business expansion of Asian companies, were reduced by €72 million to €144 million in 2016. As in the previous year, this item also included receivables in favor of BASF SE from the BASF Pensionskasse arising from an agreement regarding the granting of profit participation capital in the amount of €80 million. 3,095 1,720 3,078 1,210 Other receivables and miscellaneous assets 2,046 362 2,061 305 Other receivables and assets which do not qualify as financial instruments 311 66 356 63 663 111 WIGA Transport Beteiligungs-GmbH & Co. KG, 108 Hedging future cash flows at Nord Stream AG, Zug, Switzer- land, a company accounted for using the equity method, resulted in a change of minus €7 million in 2016 and of €16 million in 2015. Cash flow hedges The decline in the value of the euro, especially relative to the ruble and the U.S. dollar, in 2016 led to an increase of €824 million in the translation adjustment to €1,476 million. Translation adjustments 20 Other comprehensive income In accordance with the resolution of the Annual Shareholders' Meeting on April 29, 2016, BASF SE paid a dividend of €2.90 per share from the retained profit of the 2015 fiscal year. With 918,478,694 shares entitled to dividends, this amounts to a total dividend payout of €2,663,588,212.60. Payment of dividends lead to a change in the consolidation method. There were no transactions of this type in 2016, as in the previous year. The acquisition of shares in companies which BASF already controls or which are included as a joint arrangement in the Consolidated Financial Statements is treated as a transaction between shareholders, as long as this does not Due to the disposal of the 25% share in Solvin to our partner, Solvay, of parts of the pharmaceutical ingredient business to Siegfried Holding AG, Zofingen, Switzerland, and the asset swap with Gazprom, an amount of €68 million resulting from the remeasurement of defined benefit plans was transferred from other comprehensive income into retained earnings in 2015. There were no transfers in 2016. The significant decline in the hedging of future cash flows in 2015 was primarily a result of the disposal of the negative fair values of commodity derivatives at WINGAS GmbH, Transfers from other retained earnings increased legal reserves by €31 million in 2016 (2015: €60 million). BASF Report 2016 30,120 31,515 Retained earnings Dec. 31, 2015 594 29,526 30,890 Other retained earnings 625 Dec. 31, 2016 Million € Legal reserves Consolidated Financial Statements Notes Notes on balance sheet Kassel, Germany, in connection with the asset swap with Gazprom. For more information on cash flow hedge accounting, see Note 27.4 from page 213 onward Remeasurement of defined benefit plans (43) 406 49.981 Gazprom Germania GmbH, Berlin, Germany Million € December 31, 2015 Equity stake % Million € % Partner December 31, 2016 Equity stake Total Other BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China BASF TOTAL Petrochemicals LLC, Port Arthur, Texas Shanghai BASF Polyurethane Company Ltd., Shanghai, China Shah Alam, Malaysia BASF PETRONAS Chemicals Sdn. Bhd., BASF India Ltd., Mumbai, India OPAL Gastransport GmbH & Co. KG¹ W & G Transport Holding GmbH¹, Group company 21 Minority interests For more information on the remeasurement of defined benefit plans, see Note 22 from page 198 onward Due to the disposal of the 25% share in Solvin to its partner, Solvay, of parts of the pharmaceutical ingredient business to Siegfried Holding AG, Zofingen, Switzerland, and the asset swap with Gazprom, an amount of €68 million resulting from the remeasurement of defined benefit plans was transferred from other comprehensive income into retained earnings in 2015. There were no transfers in 2016. Capital surplus includes effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. 298 Reserves and retained earnings At the Annual Shareholders' Meeting on May 2, 2014, share- holders authorized the Board of Executive Directors, with the approval of the Supervisory Board, to increase the subscribed capital by issuing new registered shares up to a total of €500 million against cash or contributions in kind through May 1, 2019. The Board of Executive Directors is empowered, following the approval of the Supervisory Board, to decide on the exclusion of shareholders' subscription rights for these new shares in certain predefined cases covered by the enabling resolution. Until now, this option has not been exercised and no new shares have been issued. December 31, 2016 Total Past due more than 90 days Past due between 30 and 89 days Past due less than 30 days Not yet due Aging analysis of accounts receivable, trade (million €) In 2016, individual valuation allowances of €27 million were recognized for other receivables and €1 million reversed. In 2015, individual valuation allowances of €18 million were rec- ognized for other receivables. At BASF, a comprehensive, global credit insurance program covers trade accounts receivable incurred since Janu- ary 1, 2015. As part of a global excess of loss policy, an essential part of future bad debts of the BASF Group are insured. No compensation claims were incurred in either 2016 or 2015. Even in the current economic environment, BASF has not observed any material changes in the credit quality of its receivables. In 2016, individual valuation allowances of €71 million were recognized for accounts receivable, trade, and valuation allowances of €22 million were reversed. In 2015, individual valuation allowances of €57 million were recognized for trade accounts receivable and valuation allowances of €17 million were reversed. Gross value Changes not recognized in income were primarily related to changes in the scope of consolidation, translation adjust- ments and derecognition of uncollectible receivables. 373 181 52 41 98 445 75 70 19 18 Changes recognized in income contained individual valuation allowances, group-wise individual valuation allowances and valuation allowances due to transfer risks. Valuation allowances December 31, 2015 Gross value Valuation allowances Authorized capital 19 Capital, reserves and retained earnings As of December 31, 2016, there were no material other receivables classified as financial instruments that were overdue and for which no valuation allowance was made. 298 9,814 370 11,322 265 422 334 487 8 135 8 159 3 435 2 381 22 8,822 26 10,295 BASF SE has only issued fully paid-up registered shares with no par value. There are no preferences or other restric- tions. BASF SE does not hold any treasury shares. 126 5,651 16 40,918 290 2,774 3,203 32,463 5,391 Balance as of January 1, 2015 Accumulated depreciation 67,234 6,502 Changes in scope of consolidation 4,216 45,805 10,711 Balance as of December 31, 2015 (864) 2,009 367 94 245 1,332 216 Currency effects 5,972 (36) (19) (55) 102 Currency effects (733) 19 176 (595) (935) 7 Transfers (2,919) (348) (165) (866) (2,250) (156) Disposals 3,600 261 303 959 2,707 329 Additions (4,518) 999 391 2,529 3,688 5,729 43,410 9,635 Balance as of January 1, 2015 Cost Total progress fixtures equipment and Construction in 7,681 Miscellaneous technical equipment buildings Machinery and Land, land rights and Consolidated Financial Statements Notes Notes on balance sheet Currency effects arose particularly from the appreciation of the U.S. dollar as well as the Brazilian real relative to the euro. in the Byrding field to Statoil; and the sale of industrial coatings business to the AkzoNobel Group. Disposals of property, plant and equipment were largely attributable to the sale of assets of the global polyolefin catalysts business to W. R. Grace & Co., Columbia, Maryland; the sale of the worldwide photoinitiator business to IGM Res- ins B.V., Waalwijk, the Netherlands; the sale of the 25% share In 2016, additions to accumulated depreciation contained write-ups of €2 million. 49.981 Thereof depre- ciation accord- ing to the unit of production method 64,414 Changes in scope of consolidation (32) 734 Transfers 91 (4,027) (606) (184) (977) (2,974) (263) Disposals 19 1 46 25 Additions from acquisitions 3,555 226 492 1,474 396 Additions (40) 4 (12) 483 126 64 (2) BASF Report 2016 Cost of sales included inventories recognized as an expense amounting to €26,048 million in 2016, and €38,199 million in 2015. Work-in-process, finished goods and merchandise are combined into one item due to the production conditions in the chemical industry. Services-in-process primarily relate to services not invoiced as of the balance sheet date. 2,944 6,680 69 9,693 10,005 6,808 90 December 31, 2015 December 31, 2016 3,107 Work-in-process, finished goods and merchandise Advance payments and services-in-process Inventories Raw materials and factory supplies Consolidated Financial Statements Notes Notes on balance sheet Million € 17 The change in other shareholdings resulted from additions of €107 million, primarily attributable to Gullfaks AS, Stavanger, Norway, and disposals of €12 million. Impairments amounted to €41 million. Other shareholdings decreased by €12 million as a result of reclassifications and transfers. Currency effects resulted in an increase of €6 million in other shareholdings. For a detailed overview of income from companies accounted for using the equity method, see Note 9 on page 184 together by BASF and Gazprom since the sale of BASF's 50% share to Gazprom in September 2015. Wintershall Noordzee B.V. is accounted for as a joint venture using the equity method in the Consolidated Financial Statements since then. In 2016, the final purchase price allocation resulted in an adjustment of the fair value of Wintershall Noordzee B.V. in the amount of minus €15 million, which is included in transfers. Transfers include dividend distributions and other com- prehensive income of the companies as well as the net income of investments accounted for using the equity method. The previous year's figure was made up primarily of the first-time use of the equity method to account for Wintershall Noord- zee B.V., Rijswijk, the Netherlands. The company is operated Disposals totaling €107 million in the previous year were primarily attributable to the sale of the 25% share in Solvin to our partner Solvay, effective July 1, 2015. Additions of €152 million to investments accounted for using the equity method were primarily attributable to the joint venture Synvina C.V., Amsterdam, the Netherlands, estab- lished with Avantium in 2016. Furthermore, additions included Chongqing Chemetall Surface Treatment Co., Ltd, Chongqing, China; and the Changchun Chemetall Chemicals Co. Ltd., Changchun, China. Both companies were acquired in con- nection with the acquisition of Chemetall on Decem- ber 14, 2016. The capital increase at Markor Meiou Chemical (Xinjiang) Co., Ltd., Korla, China, had an effect of €8 million on additions. 106 526 137 605 420 Inventories A write-down of inventory was recognized in the amount of €43 million in 2016 and a write-up in the amount of €22 million in 2015. Changes in valuation allowances on inventory were largely due to lower net realizable value. Of total inventories, €836 million was measured at net realizable value in 2016 and €770 million in 2015. 18 Receivables and miscellaneous assets 14 6 Insurance compensation receivables 8 33 5 29 Receivables from finance leases 474 384 342 176 194 811 Current Noncurrent Current 250 568 Derivatives with positive fair values Loans and interest receivables December 31, 2015 December 31, 2016 Noncurrent Other receivables and miscellaneous assets (million €) 468 December 31, 2015 December 31, 2016 4,436 Notes Notes on balance sheet Consolidated Financial Statements 194 193 Currency effects arose particularly from the appreciation of the U.S. dollar relative to the euro. Disposals of property, plant and equipment were primarily attributable to the asset swap with Gazprom and related primarily to the transferred natural gas trading and storage business. Furthermore, BASF's share in Wintershall Noord- zee B.V., Rijswijk, Netherlands, was reduced to 50%. With this loss of control, the company was reclassified as an investment accounted for using the equity method. 50% of the property, plant and equipment was reported in disposals and the remaining 50% in transfers. before taxes used ranged between 9.13% and 88.83%. The high cost of capital rates were due to the special income tax for the oil and gas industry in Norway. The recoverable amount for impaired property, plant and equipment equals their value in use. In 2015, additions to accumulated depreciation contained write-ups of €5 million. In 2015, impairments of €485 million were included in accumulated depreciation. Of this amount, €336 million pertained to impairments on oil and gas fields in Norway, Libya and Germany in the Oil & Gas segment. These impairments arose particularly from the ongoing low oil and gas price levels and the resulting revision of planning assumptions. These fields were written down to their recoverable amount, totaling €1,338 million. The weighted average cost of capital rate Additions to property, plant and equipment arising from investment projects amounted to €5,651 million in 2015. Significant investments were primarily related to the construc- tion of a TDI complex in Ludwigshafen, Germany; a production complex for acrylic acid and superabsorbents in Camaçari, Brazil; and an MDI plant in Chongqing, China. Each of these started up either fully or partly in 2015. Further significant investments included the construction of an integrated aroma ingredients complex in Kuantan, Malaysia, and oil and gas production facilities and wells in Europe and South America. Investments for expansion purposes were particularly made at the sites in Ludwigshafen, Germany; Freeport, Texas; Geis- mar, Louisiana; and Antwerp, Belgium. Government grants of €10 million related to tangible assets were deducted. Due to acquisitions, property, plant and equipment rose by €91 mil- lion primarily from the acquisition of BASF TODA Battery Materials LLC, Tokyo, Japan. 25,260 6,282 1,064 3,145 12,840 5,074 41,974 220 3,152 2,827 32,965 5,637 Balance as of December 31, 2015 Net carrying amount as of December 31, 2015 1,163 16 Investments accounted for using the equity method and other financial assets Miscellaneous Investments accounted for using the equity method (million €) Changes in scope of consolidation 4,647 53 87 398 (27) (107) (1) 847 152 3,245 4,436 2015 2016 BASF Report 2016 Other financial assets Long-term securities Other shareholdings Other financial assets (million €) Net carrying amount as of December 31 Currency effects Transfers Disposals Additions Balance as of January 1 (128) (156) 36 Benefits paid by unfunded plans 1,106 (2,617) Actuarial gains/losses of the defined benefit obligation (145) 775 Deviation between actual and standardized return on plan assets 487 492 Standardized return on plan assets Employer contributions (680) Interest cost (397) (360) Current service cost (7,222) (6,180) Net defined benefit liability as of January 1 2015 2016 Development of the net defined benefit liability (million €) (671) Effects from acquisitions and divestitures Past service cost Other changes 2016 Pension obligations Regional allocation of defined benefit plans as of December 31 (million €) 133 (6,313) 66 (8,209) (6,180) (8,143) (175) (98) 26 (18) 12 14 148 (84) 284 207 376 397 provisions for pensions and similar obligations Thereof defined benefit assets Net defined benefit liability as of December 31 Currency effects The expected contribution payments for 2017 amount to approximately €700 million. 2015 The standardized return on plan assets is calculated by multiplying plan assets at the beginning of the year with the discount rate used for existing defined benefit obligation at the beginning of the year, taking into account benefit and contribution payments expected to be made during the year. 19,460 Benefits paid Participants' contributions Deviation between actual and standardized return on plan assets Employer contributions Standardized return on plan assets Plan assets as of January 1 Development of plan assets (million €) led to an increase in the weighted average duration of the defined benefit obligations. As of December 31, 2016, the weighted average duration of the defined benefit obligation amounted to 15.7 years (previous year: 15.3 years). The significant decline in the discount rate Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2016 Effects from acquisitions and divestitures 24,861 Defined benefit obligation as of December 31 795 (63) (65) (2) Currency effects Other changes Plan settlements Past service cost (48) 27,603 Past service cost Plan settlements Other changes 620 (161) (39) (20) (36) (165) 64 (630) (627) 53 49 284 207 (145) 775 487 492 18,252 18,681 2015 2016 Plan assets as of December 31 Currency effects 18,681 Plan assets 2016 Net defined benefit liability 2015 100 100 1 Cash and cash equivalents Total 15 15 Alternative investments 4 4 Real estate The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) in addition to corporate and government bonds. Government bonds primarily concern bonds from those countries enjoying the highest credit ratings, such as the United States, United Kingdom, Germany and Switzerland. Corporate bonds mainly comprise investment- 39 for other debtors 15 16 Thereof for government debtors 54 53 Debt instruments 28 Equities 2015 37 grade bonds, whereby particular high-yield bonds are also held to a limited extent. In connection with the ongoing monitoring of default risk based on a given risk budget and on the continuous observation of the development of the creditworthiness of issuers, an adjustment of plan asset allocation to a revised market assessment may be made, if necessary. Alternative investments largely comprise invest- ments in private equity, absolute return funds and senior secured loans. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe), which were acquired through private placements with a market value in the amount of €853 million as of December 31, 2016, and €1,072 million as of December 31, 2015. For such securities, especially those held by domestic pension plans, there is no active market. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. With only a few exceptions, there is no active market for plan assets in real estate and alternative investments. Plan assets contained securities issued by BASF Group companies with a market value of €16 million on Decem- ber 31, 2016 and €11 million on December 31, 2015. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €117 million on December 31, 2016, and €151 million on December 31, 2015. in 2016 and €609 million in 2015. Contributions to government pension plans were €590 million The contributions to defined-contribution plans contained in income from operations amounted to €281 million in 2016 and €273 million in 2015. Defined contribution plans and government pensions 18,681 18,681 22,250 24,861 19,460 27,603 19,460 24,734 2,611 Plan assets Defined benefit obligation Plan assets Defined benefit obligation 2,869 2015 2016 Funded pension plans Total Unfunded pension plans Current funding situation of the pension plans as of December 31 (million €) The funding of the plans was as follows: Since 2010 there has been an agreement between BASF SE and BASF Pensionskasse about the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pen- sionskasse. No material transactions beyond this took place between the legally independent pension funds and BASF Group companies in 2016. 2016 26 Structure of plan assets (%) Liability-driven investment (LDI) techniques, such as hedging the risk of changes in interest rates and inflation, are used in some pension plans, especially in the U.K. and U.S. plans. (169) (298) 1,939 1,974 2,108 2,272 Switzerland (1,639) (1,718) 2,717 2,806 4,356 4,524 United States (4,358) (5,960) 11,671 12,282 16,029 18,242 Germany 2015 2016 United Kingdom (14) 1,909 1,898 The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is oriented towards the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual asset classes is held. Explanations regarding plan assets BASF Report 2016 Notes Notes on balance sheet Consolidated Financial Statements 202 201 (6,180) (8,143) 18,681 19,460 24,861 27,603 Total (124) 464 500 588 656 Other 110 (11) 1,890 1,780 26.67 (313) Effects from acquisitions and divestitures Switzerland United States Germany Projected pension increase Discount rate Assumptions used to determine the defined benefit obligation as of December 31 The valuation of the defined benefit obligation is largely based on the following assumptions: Actuarial assumptions In the case of subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Other countries United Kingdom The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. United Kingdom Employees are granted benefits based on a defined contribution plan. United Kingdom According to government regulations, the employer is obligated to make contributions, so that the pension fund is able to grant minimum benefits guaranteed by law. The pension fund is managed by a board, where employer and employees are equally represented, that steers and monitors the benefit plan and assets. Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2016 The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on assets. The pension plan is accounted for as a defined benefit plan, as the obligatory minimum pension guaranteed by law according to the Swiss law "Berufliche Vorsorge (BVG)" is included in the scheme. All benefits vest immediately. Switzerland Additional similar obligations arise from plans which assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans are closed to new entrants since 2007. In addition, the amount of the benefits for such plans is frozen. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level would be based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA. Since 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past have been frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. A part of the workforce received benefit increases depending on service period in connection with a career average plan until December 31, 2015. The BASF Group maintains defined benefit plans in the United Kingdom, which were closed for further increases in benefit from future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. 2016 2015 2016 Switzerland United States Germany United Projected pension increase Discount rate Assumptions used to determine expenses for pension benefits in the respective business year 2.90 3.10 1.50 1.50 4.00 2.80 0.80 0.60 2015 2016 2015 2016 2015 4.20 4.00 2.50 1.80 Employees are granted benefits based on defined contribution plans. Kingdom United States Germany 62 30.00 95 30.00 Corporation, Shanghai, China Shanghai Gaoqiao Petrochemical Shanghai, China, and Sinopec Shanghai Huayi (Group) Company, 249 40.00 TODA KOGYO CORP., Hiroshima, Japan Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China 260 Total Petrochemicals Inc., Houston, Texas 221 40.00 235 40.00 Kuala Lumpur, Malaysia Petroliam Nasional Bhd., Free float 35 26.67 40.00 34.00 34 34.00 Description of the defined benefit plans The strategy of the BASF Group with regard to financing pension commitments is aligned with country-specific supervi- sory and tax regulations. The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of the discount rate on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees, however, led to a reduction in risk with regard to future benefit levels. In some countries especially in Germany, the United Kingdom, Switzerland and Belgium there are pension obligations subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements to cover pension obligations, which are based on actuarial assumptions that may differ from those in IAS 19. Furthermore, there are restrictions in qualitative and quantitative terms relating to parts of the plan assets for the investment in certain asset categories. This could result in fluctuating employer contributions, financing requirements and the assumption of obligations in favor of the pension funds to comply with the regulatory requirements. Economic and legal environment of the plans The Group Pension Committee monitors the risks of all pension plans of the Group. In this connection, it issues guidelines regarding the governance and risk management of pension plans, particularly with regard to the funding of the pension plans and the portfolio structure of the existing plan assets. The organization, responsibilities, strategy, implemen- tation and reporting requirements are documented for the units involved. In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. BASF Report 2016 22 Provisions for pensions and similar obligations Notes Notes on balance sheet Consolidated Financial Statements 198 197 1 Equity stake in W & G Transportation Holding GmbH and OPAL Gastransport GmbH & Co. KG: 50.03%; voting rights and portion of earnings: 49.98% 629 761 102 88 49 40.00 56 40.00 39 Description of the defined benefit plans Germany for BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent funded plan, which is financed by contributions of employees and the employer as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensionskasse WaG. Some of the benefits financed via the BASF Pensions- kasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefits plan at BASF was closed for newly hired employees at German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensions- treuhand e.V.; at German Group companies, these benefits are almost exclusively financed via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. 2016 2015 2016 Development of defined benefit obligation (million €) Net interest expense of the respective business year is based on the discount rate and the defined benefit obligation at the beginning of the year. The net interest expense from under- funded pension plans and similar obligations decreased compared with the previous year, as a result of the reduced net defined benefit liability as of December 31, 2015. The net interest on the defined benefit liability is recognized in the financial result. This results from the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the business year are considered in the determination of net interest. 193 178 (3) (5) 196 183 658 Defined benefit obligation as of January 1 627 ╗་ ་ 281 385 346 2015 2016 Expenses for pension benefits (recognized in the financial result) Net interest expenses from underfunded pension plans and similar obligations Net interest income from overfunded pension plans Interest cost for the asset ceiling Expenses for pension benefits (recognized in income from operations) Expenses for defined contribution plans 273 Current service cost Interest cost Benefits paid (103) 66 experience adjustments (135) (20) adjustments relating to demographic assumptions (868) 2,571 for adjustments relating to financial assumptions 53 49 (1,006) (1,024) 680 671 397 360 25,474 24,861 2015 2016 Actuarial gains/losses Participants' contributions Expenses for defined benefit plans Composition of expenses for pension benefits (million €) Explanation of the amounts in the statement of income and balance sheet based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. Switzerland Germany United States Actuarial mortality tables (significant countries) as of Dec. 31, 2016 The valuation of the defined benefit obligation is generally made using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from the BASF Group population and were last updated for the pension obligations in Germany in 2015 and for the pension obligations in the United States in 2014. A Group-wide, uniform procedure is used to determine the discount rates used for the valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an issuing volume of more than 100 million units of the respective currency with a minimum rating of AA- up to AA+ from one of the three rating agencies: Fitch, Moody's, or Standard & Poor's. The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. 2.90 2.90 1.75 1.50 3.70 4.00 1.00 0.80 3.90 4.20 2.40 2.50 2015 2016 2015 2016 2015 United Kingdom 148 Heubeck Richttafeln 2005G (modified) RP-2014 (modified) with MP-2014 generational projection S1PxA (standard actuarial mortality tables for self-administered plans (SAPS)) An alternative valuation of the defined benefit obligation was conducted in order to determine how changes in the under- lying assumptions would influence the amount of the defined benefit obligation. A linear extrapolation of these amounts (930) (1,110) 1,120 1,175 2,000 2,270 2015 2016 2015 (1,750) (1,990) Decrease by 0.5 percentage points Increase by 0.5 percentage points 2016 BASF Report 2016 Projected pension increase Discount rate Sensitivity of the defined benefit obligation as of December 31 (million €) A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: Sensitivity analysis Notes Notes on balance sheet Consolidated Financial Statements 200 199 BVG 2015 generation BASF Report 2016 Development of property, plant and equipment 2015 (million €) Liabilities to credit institutions 2017 (excluding finance leases) (million €) Obligations arising from purchase contracts (million €) Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase obligations as of December 31, 2016, were as follows: Obligations arising from purchase contracts Obligations arising from long-term leases For more information on liabilities arising from leasing contracts, see Note 28 from page 214 onward Assets used under long-term leases primarily concerned buildings and IT infrastructure. Assets used under long-term leases Consolidated Financial Statements Notes Notes on balance sheet 2018 BASF Report 2016 BASF provides unlimited guarantees, particularly to the Danish government as well as the state-owned company Nordsøfon- den, as a precondition for the exploration for and production of hydrocarbons in the Danish concession area by the joint venture Wintershall Noordzee B.V., Rjswijk, the Netherlands. 80 25 10 7 1,429 1,391 4,672 5,394 1 Partially countering the possible 100% liability of BASF arising from these guarantees are the 50% guarantees of the joint- venture partner in favor of BASF. Drawing on these guarantees was not forseeable as of December 31, 2016. 2019 2020 2021 29,830 8,590 2022 and maturities beyond this year Total 396 1,513 125 2,540 2021 151 2,632 2020 202 3,764 2019 279 4,499 2018 360 7,805 2017 Risks from litigation and claims 26 Total 2022 and maturities beyond this year 87 In the arbitration proceedings initiated in May 2013, Metro- gas S.A., Chile, claims damages valued in an amount of €227 million as a result of insufficient gas deliveries against Wintershall Energía S.A., Argentina (WIAR), Total Austral S.A., Argentina, and Pan American Energy LLC, Argentina. The defendants, as sellers, concluded a natural gas supply contract with Metrogas in 1997. WIAR's share of supply in the contract is 37.5%. After the resignation of the chairman of the Arbitral Tribunal in mid-2016, the International Chamber of Commerce (ICC) nominated a new Arbitral Tribunal that will be pursuing the arbitration proceedings during 2017. The defen- dants are of the opinion that Metrogas does not have any claim for damages 43 12 Secured liabilities (million €) For more information on liabilities arising from leasing contracts, see Note 28 from page 214 onward The increase in other liabilities mainly related to higher, current negative fair market values arising from the hedging of combined interest and currency swaps on the U.S. dollar and Brazilian real as well as foreign currency forward contracts for U.S. dollar and Brazilian real as well as euro and U.S. dollar. For more information on financial risks and derivative instruments, see Note 27 from page 208 onward Other liabilities 869 2,520 873 2,850 426 1,147 Liabilities to credit institutions Other liabilities 334 21 265 23 254 163 71 171 66 Other liabilities Other liabilities which do not qualify as financial instruments 1,267 Secured liabilities Dec. 31, 2016 Dec. 31, 6 9 December 31, 2015 December 31, 2016 Payment and loan commitments and other financial obligations for the purchase of intangible assets Thereof purchase commitments Initiated investment projects Collateral granted on behalf of third-party liabilities Warranties Guarantees Bills of exchange Million € The figures listed below are stated at nominal value: 25 Other financial obligations Liabilities to credit institutions were secured primarily with registered land charges. The increase in secured other liabili- ties compared with December 31, 2015, is primarily attri- butable to higher collateral for derivative instruments with negative fair values. As in the previous year, there were no secured contingent liabilities in 2016. 50 93 24 69 26 24 2015 49 BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. In 2016, the United States Environmental Protection Agency selected a final remedy for the lower 8 miles of the River. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) are conduct- ing a remedial investigation / feasibility study (RI/FS) of the entire 17 miles of the River. A decision on the remedy for the upper portion of the River will be made following completion of the RI/FS. In November 2014, a putative class action lawsuit was filed in the United States District Court of the Southern District of New York against BASF Metals Limited (BML) along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. BML, based in the United Kingdom, and the other defendants are accused of improper conduct concerning the calculation of the market prices of platinum and palladium. Four additional lawsuits were filed between November 2014 and March 2015. The lawsuits were consolidated, and a Second Consolidated Amended Class Action Complaint was eventually filed in July 2015. This Complaint also names as a defendant, among others, BASF Corporation. On September 21, 2015, defendants filed a Joint Motion to Dismiss the Second Consolidated Amended Class Action Complaint, and BML and BASF Corporation filed individual motions to dismiss. In addition, a pro se complaint with similar allegations was filed in the same court in Septem- ber 2015. Motions to dismiss the pro se complaint have also been filed. Pre-trial discovery is stayed pending resolution of the motions to dismiss. In April 2015, BML received from the European Commission written requests for information regarding platinum and palladium trading BML provided responsive information to the European Commission most recently in the spring of 2016. Since then, BML has not received any requests for further information or follow up. 2,476 315 2,047 45 2,745 (31) 1,900 (27) 1,700 (31) 121 1,900 1,700 Fair value Nominal value Fair value Nominal value December 31, 2015 December 31, 2016 Thereof fixed rate Combined interest and cross-currency swaps Thereof payer swaps (27) 1,856 297 BASF Report 2016 1 6 Risk Exposure Value at Value at Risk Exposure December 31, 2015 December 31, 2016 Crude oil, oil products and natural gas Exposure to commodity derivatives (million €) BASF uses value at risk as a supplement to other risk management tools. Besides value at risk, BASF sets volume- based limits as well as exposure and stop-loss limits. BASF performs value-at-risk analyses for all commodity derivatives and precious metals trading positions. Using the value-at-risk analysis, we continually quantify market risk and forecast the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. The value-at-risk calculation for precious metals is based on a confidence interval of 99%. BASF uses the variance-covariance approach. By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valuation of commodity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. In connection with CO2 emissions trading, various types of CO2 certificates are purchased and sold using forward con- tracts. The goal of these transactions is to benefit from market price differences. These deals are settled by physical delivery. As of December 31, 2016 as well as of December 31, 2015, there were no deals outstanding. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. - In the Crop Protection division, the sales prices of products are sometimes coupled to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. The Catalysts division enters into both short-term and long- term purchase contracts with precious metal producers. It also buys precious metals on spot markets from a variety of business partners. The price risk from precious metals purchased to be sold on to third parties, or for use in the production of catalysts, is hedged using derivative instru- ments. This is mainly done using forward contracts which are settled by either entering into offsetting contracts or by delivering the precious metals. - In order to secure margins, the Oil & Gas segment used commodity derivatives, primarily swaps on oil products, up to the completion of the asset swap with Gazprom in 2015. Risks to margins arise in volatile markets when purchase and sales contracts are priced differently. - BASF uses commodity derivatives to hedge the risks from the volatility of raw material prices. These are primarily options and swaps on crude oil, oil products and natural gas. Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw material prices. These result primarily from raw materials (for example, naphtha, propylene, benzene, lauric oils, cyclohexane, methanol, natural gas, butadiene, LPG condensate and ammonia) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: 209 Consolidated Financial Statements Notes Notes on balance sheet Interest rate swaps Nominal and fair values of interest rate swaps and combined interest and cross-currency swaps (million €) 4,083 58 264 Sensitivity (260) 2,057 December 31, 2015 Exposure Sensitivity (241) 1,849 USD Exposure December 31, 2016 The sensitivity analysis is conducted by simulating a 10% appreciation of the respective functional currency against the other currencies. The effect on BASF's income before taxes and minority interests would have been minus €300 mil- lion as of December 31, 2016, and minus €340 million as of December 31, 2015. The effect from the items designated under hedge accounting would have increased the equity of the shareholders of BASF SE before income taxes by €24 million as of December 31, 2016 (2015: increase of €52 million). This only refers to transactions in U.S. dollars. The foreign currency risk exposure amounted to €2,113 million as of December 31, 2016 and €2,201 million as of Decem- ber 31, 2015. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the derivative financial instruments which are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included, if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. Foreign currency risks: Changes in exchange rates could lead to negative changes in the value of financial instruments and adverse changes in future cash flows from planned transactions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in a variety of currencies are used to hedge foreign exchange risks from primary financial instruments and planned transactions. Market risks BASF Report 2016 Exposure and sensitivity by currency (million €) Financial risks 27.1 27 Supplementary information on financial instruments Notes Notes on balance sheet Consolidated Financial Statements 208 207 Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. (35) Miscellaneous liabilities 144 2,113 69 11,114 568 3,748 744 interest rate Variable December 31, 2015 Fixed interest rate 258 interest rate 610 Variable 208 105 12,564 interest rate December 31, 2016 Fixed Financial indebtedness Securities Loans Carrying amount of nonderivative interest-bearing financial instruments (million €) The variable interest exposure, which also includes fixed rate bonds set to mature in the following year, amounted to minus €2,447 million (2015: minus €2,786 million). An increase in all relevant interest rates by one percentage point would have raised income before taxes and minority interests by €1 million as of December 31, 2016, and raised income before taxes and minority interests by €7 million as of Decem- ber 31, 2015. The effect from the items designated under hedge accounting would have increased the equity of the shareholders of BASF SE before income taxes by €16 million as of December 31, 2016 (2015: increase of €20 million). Interest rate risks: Interest rate risks result from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments, and changes in the interest payments of variable-rate instruments. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used. While these risks are relevant to the financing activities of BASF, they are not of material significance for BASF's operating activities. Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. Total Other (288) 2,201 (276) (28) 58 Deferred income 13 Other bonds 449 461 4.88% 477 EUR Ciba Specialty Chemicals Finance Luxembourg S.A. 4.875% Bond 2003/2018 494 0.88% 500 631 EUR 995 0.14% 1,000 EUR Bond 2016/2020 0.0% BASF Finance Europe N.V. 275 284 4.45% 0.75% Bond 2016/2026 672 Bonds and other liabilities to the capital market 13,457 Maturities of financial indebtedness (million €) Total Other currencies Indian rupee Ukrainian hryvnia Turkish lira Brazilian real Chinese renminbi Norwegian krone Hong Kong dollar Argentinian peso British pound U.S. dollar Euro Breakdown of financial indebtedness by currency (million €) BASF Report 2016 On December 14, 2016, BASF SE issued a 2.67% NOK bond effective January 3, 2017, in the amount of NOK 1,600 million with an annual effective interest rate of 2.69% and term of 12 years. 15,197 16,312 Financial indebtedness 2,996 2,855 Liabilities to credit institutions 12,201 300 Following year 1 USD 4.43% 490 491 3.15% 500 EUR Bond 2013/2033 3% 159 2.37% 1,300 2.875% HKD 2.37% 491 1.01% 500 EUR Bond 2016/2031 0.875% 198 1.58% 200 Bond 2016/2031 Bond 2013/2033 EUR 200 641 663 4.11% 700 USD U.S. Private Placement Series B 2013/2028 4.09% 229 237 3.92% 250 USD U.S. Private Placement Series A 2013/2025 3.89% 199 199 3.27% 200 EUR 3.25% Bond 2013/2043 198 198 3.09% U.S. Private Placement Series C 2013/2034 Following year 2 Following year 3 Following year 4 Loans and interest liabilities 60 22 84 22 Liabilities from finance leases 75 288 78 571 199 Derivative instruments with negative fair values Current Noncurrent Current December 31, 2015 BASF Report 2016 December 31, 2016 Other liabilities (million €) Notes Notes on balance sheet Consolidated Financial Statements 206 Noncurrent 280 331 265 Liabilities from precious metal trading positions 147 218 45 310 Employee liabilities 95 73 95 68 Liabilities related to social security 447 556 443 1,373 539 1,583 Other liabilities which qualify as financial instruments 43 732 97 791 Miscellaneous liabilities 205 BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million both as of Decem- ber 31, 2016 and as of December 31, 2015. Unused credit lines The weighted average interest rate on loans amounted to 4.5% in 2016 compared with 4.9% in 2015. 55 74 59 268 113 261 118 159 151 159 167 194 884 1,048 3,659 3,346 9,499 December 31, 2015 December 31, 2016 10,897 Notes Notes on balance sheet Consolidated Financial Statements Following year 6 and maturities beyond this year Total Following year 5 65 73 34 130 In order to finance the natural gas transportation business, a €1,650 million loan was incurred with a 5-year term at an interest rate of 1.08% in 2014. Liabilities to credit institutions Other bonds consist primarily of industrial revenue and pollution control bonds of the BASF Corporation group that were used to finance investments in the United States. Both the weighted-average interest rate of these bonds as well as their weighted-average effective interest rate amounted to 2.1% in 2016 and 1.5% in 2015. The average residual term amounted to 195 months as of December 31, 2016 (Decem- ber 31, 2015: 210 months). Other bonds 15,197 16,312 5,231 6,190 303 1,049 2,099 1,304 1,865 2,115 1,625 1,887 4,074 3,767 December 31, 2015 December 31, 2016 15,197 16,312 88 81 2 Precious metals Emission certificates Agricultural commodities 5 17,119 Total assets 2,241 2,241 LaR 2,241 2,241 Cash and cash equivalents Htm Securities 14,711 127 Afs 127 127 Securities 1,508 LaR 1,508 3,916 Other receivables and other assets6 608 208 127 14,291 2,410 816 334 Derivatives no hedge accounting 4,020 4,020 Accounts payable, trade 82 82 Liabilities from finance leases 2,996 AmC 2,996 2,996 Liabilities to credit institutions 1,714 AmC 1,714 1,714 Commercial paper 11,109 AmC 10,487 10,487 Bonds 208 334 n.a. 208 420 Shareholdings¹ Carrying amount Total carrying amount within Carrying amounts and fair values of financial instruments as of December 31, 2015 (million €) 649 0 23,764 23,044 24,645 Receivables from finance leases Total liabilities AmC 1,367 2,968 Other liabilities 26 26 n.a. 26 26 Derivatives with hedge accounting 1,367 41 scope of application of IFRS 7 420 41 Valuation category in accordance with IAS 392 Derivatives with hedge accounting 42 650 aFVtPL 650 650 Derivatives no hedge accounting 9,516 LaR 9,516 9,516 Accounts receivable, trade 41 n.a. 0 0 Afs level 24 level 13 Fair value Thereof fair value fair value Thereof 208 n.a. AmC aFVtPL 82 4,020 Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receivables and other liabilities at the end of 2016 and 2015 arose from derivatives not subject to any netting agreements as well as embedded derivatives and are therefore not included in the table above. The table "Offsetting of financial assets and financial liabilities" shows the extent to which financial assets and financial liabilities are offset in the balance sheet, as well as potential effects from the offsetting of instruments subject to a legally enforceable global netting agreement or similar agreement. For positive fair values of combined interest and cross- currency swaps, the respective counterparties provided cash collaterals in corresponding amounts to the outstanding fair values. 185 (7) 258 (296) (134) (134) Potential net amount collateral agreements Net gains and losses from financial instruments comprise the results of valuations, the amortization of discounts, the recog- nition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only those gains and losses from instruments which are not designated as hedging instruments as defined by IAS 39. Net gains or net losses from available-for-sale financial assets contain income and expenses from write- downs/write-ups, interest, dividends and the reclassification of valuation effects from equity on the sale of the securities and shareholdings. Relating to financial 688 326 (22) Net amount Amount offset (22) 710 348 Derivatives with negative fair values Derivatives with positive fair values Gross amount Amounts which cannot be offset Due to global Amounts which can be offset netting Net gains and losses from financial instruments (million €) Loans and receivables Thereof interest result The gains and losses from the valuation of securities and shareholdings recognized in the equity of the shareholders of BASF SE are shown in the Statement of income and expense recognized in equity on page 156 loss. This development is primarily due to realized and unrealized results from derivatives to hedge the liabilities previously stated. The decrease in net losses from financial liabilities measured at amortized cost primarily related to currency translation of financing-related liabilities denominated in foreign currencies, which resulted in a translation gain in 2016 and a translation loss in 2015. Countering this was a net loss in 2016 from financial instruments measured at fair value through profit or (375) 595 (558) (390) (1,127) (124) 0 2 10 22 105 74 (31) (166) 2015 2016 Financial instruments at fair value through profit or loss Thereof interest result Financial liabilities measured at amortized cost Thereof interest result Available-for-sale financial assets Offsetting of financial assets and financial liabilities as of December 31, 2015 (million €) 321 (47) (101) 3 Determination of the fair value based on quoted, unadjusted prices on active markets 2 Afs: available-for-sale (category: available-for-sale financial assets); LaR: loans and receivables (category: loans and receivables); aFVtPL: at-fair-value-through-profit-or-loss (category: financial assets and liabilities at fair value recognized in the income statement); AmC: amortized cost (category: financial liabilities which are not derivatives); Htm: Held-to-maturity (category: financial assets held to maturity); a more detailed description of the categories can be found in Note 1 from page 160 onward. 1 The difference between carrying amount and fair value results from shareholdings measured at acquisition cost, for which the fair value could not be reliably determined (2016: €468 million; 2015: €420 million). level 35 Thereof fair value level 35 fair value Thereof 341 22 1,371 21,655 312 29 29 n.a. AmC 1,371 21,033 2,944 22,606 Total liabilities Other liabilities 6 29 29 Derivatives with hedge accounting 22 334 4 Determination of the fair value based on parameters for which directly or indirectly quoted prices on active markets are available 623 5 Determination of the fair value based on parameters for which there is no observable market data 211 469 (46) 515 Derivatives with negative fair values 220 (124) (101) 445 Potential net amount Relating to financial collateral netting agreements Net amount Amount offset (46) 491 Derivatives with positive fair values Gross amount BASF Report 2016 Amounts which cannot be offset Due to global Amounts which can be offset Offsetting of financial assets and financial liabilities as of December 31, 2016 (million €) Notes Notes on balance sheet Consolidated Financial Statements 212 6 Not including separately shown derivatives as well as receivables and liabilities from finance leases 0 623 aFVtPL 1,414 2,979 Total liabilities cial instruments Miscellaneous Bonds and other liabilities to the capital market Total 2021 and thereafter 2020 339 2019 2017 2016 Liabilities resulting from derivative finan- to credit institutions Liabilities Maturities of contractual cash flows from financial liabilities as of December 31, 2015 (million €) 20,757 1,671 7,638 1,249 2018 1,258 5,990 1,738 315 43 8 6,497 480 14 14 3 449 2,287 18 8 1,351 910 2,161 28 13 119 2,001 1,938 47 8 145 1,551 2,362 2,256 5,701 Notes Notes on balance sheet Consolidated Financial Statements 210 BASF promptly recognizes any risks from cash flow fluctua- tions as part of the liquidity planning. BASF has ready access to sufficient liquid funds from our ongoing commercial paper program and confirmed lines of credit from banks. Liquidity risks For more information on credit risks, see Note 18 from page 195 onward Default and credit risks arise when counterparties do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of each significant debtor and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of other financial obligations subject to default risk represents the maximum default risk for BASF. Default and credit risk For more information regarding financial risks and BASF's risk manage- ment, see the chapter "Opportunities and risks report" in the Manage- ment's Report from page 111 onward The exposure corresponds to the net amount of all long and short positions of the respective commodity category. о Total 4 91 2 0 0 (40) (29) 1 10 1 23 1 BASF Report 2016 6,863 27.2 Maturity analysis Derivatives are included using their net cash flows, provided they have a negative fair value and therefore repre- sent a liability. Derivatives with positive fair values are assets and are therefore not considered. Total Miscellaneous liabilities 1,097 2,871 15,555 7,269 1,368 1,163 1,475 1111 Liabilities resulting from derivative finan- cial instruments 1,356 2,025 2,687 Bonds and other liabilities to the capital market Total 2022 and thereafter 2021 2020 2019 2018 2017 Maturities of contractual cash flows from financial liabilities as of December 31, 2016 (million €) Trade accounts payable are generally interest-free and due within one year. Therefore, the carrying amount of trade accounts payable equals the sum of future cash flows. The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presen- tation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. EUR 14,574 425 14,921 15,390 17,756 Liabilities to credit institutions Commercial paper Bonds Total assets 1,375 1,375 LaR 2,061 1,375 Cash and cash equivalents Htm 1 1 Securities 672 672 Afs 672 672 1,375 504 12,424 12,424 623 623 Derivatives no hedge accounting 4,610 AmC 4,610 4,610 Accounts payable, trade 106 n.a. 106 106 Liabilities from finance leases 2,855 AmC 2,855 2,855 1,033 AmC 1,033 1,033 13,144 AmC Securities 1,370 LaR 1,370 level 24 level 13 Fair value fair value fair value Thereof Thereof Valuation category in accordance with IAS 392 IFRS 7 amount scope of application of Carrying Notes Notes on balance sheet Consolidated Financial Statements Total carrying amount within Carrying amounts and fair values of financial instruments as of December 31, 2016 (million €) BASF Report 2016 The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carry- ing amounts and fair values results primarily from changes in market interest rates. For trade accounts receivable, other receivables and miscella- neous assets, loans, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. Shareholdings which are not traded on an active market and whose fair value could not be reliably determined are recognized at amortized cost and are reported under other financial assets. Classes and categories of financial instru- ments 27.3 19,719 1,680 Shareholdings¹ 3,040 Receivables from finance leases Accounts receivable, trade Derivatives no hedge accounting 468 3,736 Other receivables and other assets 172 172 n.a. 172 172 Derivatives with hedge accounting 332 14 346 aFVtPL 346 346 10,952 LaR 10,952 10,952 34 n.a. 34 34 Afs 468 Bond 2016/2031 Advances received on orders 151 (10) (65) 5 110 538 1,297 20 (62) (72) 27 118 2016 Dec. 31, 588 Other changes Utilization Unwinding of the discount Additions Jan. 1, 2016 1,266 Other and similar commitments Litigation, damage claims, warranties 117 196 Restructuring measures 743 775 contracts Reversals Obligations from sales and purchase 1,569 3 3,017 5,909 Total 1,406 (51) (139) (201) 1 317 1,479 109 15 (13) 1,561 (30) 86 208 6 (27) (84) 928 44 (59) (575) 1,933 (18) (50) (1,132) 51 36 Employee obligations Environmental protection and remediation 919 928 Obligations from sales and purchase contracts 1,150 1,569 1,217 1,933 Employee obligations 59 538 116 588 Environmental protection and remediation costs 775 72 29 1,297 Thereof current December 31, 2015 Thereof current December 31, 2016 Restoration obligations Million € Notes Notes on balance sheet Consolidated Financial Statements 23 Other provisions BASF Report 2016 1.5% 1,266 costs 763 208 Restoration obligations Development of other provisions in 2016 (million €) The following table shows the development of other provisions by category. Other changes include changes in the scope of consolidation, acquisitions, divestitures, currency effects and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. Provisions for litigation, damage claims, warranties and similar commitments contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. Other largely includes noncurrent tax provisions. measures. The restructuring measures provisions include severance payments to departing employees as well as expected costs for site closures, including the costs for demolition and similar Obligations from sales and purchase contracts largely include obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liability, sales commissions, expected losses on contracts. The increase in provisions resulted from higher accruals for rebate programs. For more information on provisions for the long-term incentive program, see Note 30 from page 216 onward Provisions for employee obligations primarily include obligations for the granting of long-service bonuses and anniversary payments, variable compensation including associated social security contributions, as well as provisions for early retirement programs for employees nearing retirement. The increase was primarily attributable to higher accruals for the long-term Incentive (LTI) program. Provisions for environmental protection and remedia- tion costs cover expected costs for rehabilitating conta- minated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. Restoration obligations primarily relate to the estimated costs for the filling of wells and the removal of production equipment after the end of production in the Oil & Gas segment. 2,540 5,909 Restructuring measures 2,802 302 1,479 323 1,406 Other Total 29 86 37 109 Litigation, damage claims, warranties and similar commitments 165 196 161 6,469 (2,159) 10 26 300 variable 300 EUR Bond 2013/2020 Variable 749 749 1.44% 750 EUR 1.375% Bond 2014/2019 1,000 300 999 1,000 EUR Bond 2012/2018 1.5% 300 300 variable 300 EUR Bond 2013/2018 Variable 340 292 1.51% 1.46% 1.875% EUR 159 3.70% 1,450 NOK 3.675% Bond 2013/2025 496 497 2.60% 500 EUR Bond 2014/2024 2.5% 289 (360) 1.06% GBP 0.875% Bond 2016/2023 1,256 1,255 1.93% 1,250 EUR Bond 2012/2022 2% 698 1,016 1.47% 1,000 250 250 Bond 2013/2021 Bond 2014/2017 4.62% 500 EUR Bond 2006/2016 4.5% 1,714 1,033 1,089 USD Commercial paper BASF SE 2015 2016 December 31, Effective interest rate currency of issue) Currency Nominal value (million, effective interest method Carrying amounts based on BASF Report 2016 Financial indebtedness (million €) 24 Liabilities Notes Notes on balance sheet Consolidated Financial Statements 204 203 GBP 6,469 500 Variable Bond 2013/2016 December 31, 4.625% 300 EUR 300 4.69% 300 EUR Bond 2009/2017 544 467 6.04% 400 1.375% 5.875% Bond 2009/2017 300 GBP 300 variable 300 EUR Variable Bond 2014/2017 200 4.40% 200 200 EUR 4.25% Bond 2009/2016 200 variable 25.03 % (0.26) % (0.11) Volatility BASF share 24.69 The 2009 to 2015 programs were structured in a similar way to the LTI program 2016. Volatility MSCI Chemicals % 15.73 15.07 Risk-free interest rate As of January 1 2016 3.28 Fair value of options and parameters used as of December 31, 2016 % Dividend yield LTI program of the year 2016 2015 38.67 46.74 € Fair value Number of free shares to be granted (shares) All employees are entitled to participate in the "plus" incentive share program, with the exception of those entitled to participate in the LTI program. The "plus" incentive share program was introduced in 1999 and is currently offered in Germany, other European countries and Mexico. Each participant must make an individual investment in BASF shares from his or her variable compensation. For every ten BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and ten years of holding the BASF shares. As a rule, the first and second block of ten shares entitle the participant to receive one BASF share at no extra cost in each of the next ten years. The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for the Company or one year after retirement. The number of free shares to be granted has developed as follows: BASF incentive share program €464 million as of December 31, 2016, due to higher fair val- ues of the outstanding option rights as well as due to a higher number of outstanding options. The utilization of provisions amounted to €25 million in 2016 (2015: €34 million). Expenses arising from additions to the provision amounted to €267 mil- lion in 2016. The previous year had included an expense of €49 million. increased from €222 million as of December 31, 2015, to The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. not surpassed and the option is exercised, the other option right lapses. A participant's maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maximum gain from exercising an option is limited to ten times the original individual investment for programs from previous years. Option rights are nontransferable and are forfeited if the option holders no longer work for BASF or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared with the conditions applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI program with at least 10% of their gross bonus. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exer- cise their options at least four years after they have been granted (vesting period). Correlation BASF share price: 3.28 Newly acquired entitlements 2016 2015 2,905,048 The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital surplus over the term of the program. Personnel expenses of €28 million were recorded in 2016 for the BASF incentive share program "plus" and €27 million in 2015. 217 218 Consolidated Financial Statements Notes Other explanatory notes The free shares to be provided by the Company are measured at the fair value on the grant date. Fair value is determined on the basis of the stock price of BASF shares, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €67.90 for the 2016 program, and €71.55 for the 2015 program. 31 Compensation for the Board of Executive Directors and Supervisory Board BASF Report 2016 2015 Performance-related and not performance-related cash compensation for the Board of Executive Directors Consolidated Financial Statements Notes Other explanatory notes 17.4 Million € As a result of a resolution by the Board of Executive Directors in 2002 to settle options in cash, options outstanding from the LTI programs 2009 to 2016 were valued with the fair value as of December 31, 2016. A proportionate provision is recorded for programs in the vesting period. The LTI provision The number of options granted amounted to 1,710,404 in 2016 (2015: 1,807,532). Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. 533,825 MSCI Chemicals % 73.90 73.66 Bonus shares issued (519,984) (509,168) Lapsed entitlements (97,424) (100,184) As of December 31 2,849,723 2,829,521 The stated fair values and the valuation parameters relate to the LTI programs 2016 and 2015. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preceding years, corresponding fair values were com- puted and valuation parameters were used. 2,829,521 637,610 BASF Report 2016 23 The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: Cash used in investing activities included €2,828 million in payments made for acquisitions (2015: €215 million), especially for the acquisition of the global surface treatment provider Chemetall from Albemarle Corporation, Charlotte, North Carolina. In the previous year, payments had especially been made for the acquisition of a 66% share in a company into which TODA KOGYO CORP., Hiroshima, Japan, contributed its business with cathode materials for lithium-ion batteries, patents and production capacities. Payments of €664 million were received for divestitures (2015: €651 million) primarily from the sale of the industrial coatings business to the AkzoNobel Group and from the sale of the global polyolefin catalysts business to W. R. Grace & Co., Columbia, Maryland. In the previous year, payments had been received from the sale of portions of the pharmaceutical ingredients and services business to Siegfried Holding AG, Zofingen, Switzerland, as well as the sale of the 50% share in Styrolution Holding GmbH, Frankfurt am Main, Germany, to the INEOS Group completed in 2014. The payments made for property, plant and equipment, and intangible assets in the amount of €4,145 million included investments for 2016, to the extent that they already had an effect on cash. Cash and cash equivalents were not subject to any utilization restrictions, as in the previous year. For more information on cash flow from acquisitions and divestitures, see Note 2.4 from page 174 onward Cash provided by operating activities also included €262 million in benefits paid (2015: €248 million), which are covered by a contractual trust arrangement. 215 Consolidated Financial Statements Notes Other explanatory notes BASF Report 2016 Capital structure management The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the Company's financing policy are to secure solvency, limit financial risks and optimize the cost of capital. Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to capital markets and a solid A rating. BASF's capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. 216 As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. The chief aim is the reduction of counter- party, transfer and currency risks for the BASF Group. Interest payments comprised interest payments received of €156 million (2015: €194 million) and interest paid of €615 million (2015: €652 million). 1,550 18.4 89 83 Other explanatory notes 29 Statement of cash flows and capital structure management Statement of cash flows 458 219 Cash provided by operating activities contained the following payments: Income tax payments Interest payments Dividends received 2016 2015 1,495 459 225 Million € The equity of the BASF Group as reported in the balance sheet amounted to €32,568 million as of December 31, 2016 (December 31, 2015: €31,545 million); the equity ratio was 42.6% on December 31, 2016 (December 31, 2015: 44.5%). BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize our debt capital financing conditions. Currently, BASF has the following ratings: Current financial indebtedness Outlook A1 A+ P-1 stable A-1 Noncurrent financial indebtedness negative BASF continues to strive for at least a solid A rating, which ensures unrestricted access to financial and capital markets. For more information on financing policy and the Statement of Cash Flows, see the Management's Report from page 57 onward 30 Share-price-based compensation program and BASF incentive share program Share-price-based compensation program In 2016, BASF continued its share-price-based compensation program known as the long-term incentive (LTI) program for senior executives of the BASF Group. This program has been in place since 1999. Approximately 1,200 senior executives, including the Board of Executive Directors, are currently entitled to participate in this program. This program provides for the granting of virtual options, which are settled in cash when exercised. Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price for BASF shares on the first business day after the Annual Shareholders' Meeting, which was €69.93 on May 2, 2016. Rating agency Moody's last confirmed their rating of "A1/P-1/ outlook stable" on November 28, 2016. Standard & Poor's adjusted their BASF rating from "A+/A-1/outlook negative" to "A/A-1/outlook stable" on March 14, 2016, and con- firmed it most recently on August 10, 2016. This adjustment was largely based on the weaker market environment, especially for basic and agricultural chemicals, limited overall volumes growth, and the considerable drop in the price of crude oil. Uncertainty with regard to economic development in China was taken into consideration, as well. Rating agency Scope has also been evaluating BASF's creditworthiness since September 2016. They rated BASF at "A/S-1/outlook stable." Dec. 31, 2015 Moody's Standard & Poor's Scope stable Noncurrent financial Current financial Dec. 31, 2016 Moody's indebtedness indebtedness Outlook A1 P-1 stable Standard & Poor's A A-1 stable A S-1 The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price (absolute threshold). The value of right A will be the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. Right B may be exercised if the cumulative per- centage performance of BASF shares exceeds (relative threshold) the percentage performance of the MSCI World Chemicals IndexSM (MSCI Chemicals). The value of right B will be the base price of the option multiplied by twice the percentage outperformance of BASF shares compared with the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. Beginning with the 2013 LTI program, right B is only valuable if the price of BASF shares at least corresponds with the base price. The options of the LTI program 2016 were granted on July 1, 2016, and may be exercised following a two-year vesting period, between July 1, 2018, and June 30, 2024. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the performance targets must be surpassed. If the other performance target is Fair value of options granted to the Board of Executive Directors in the fiscal year as of grant date 35 Nonadjusting events after the reporting period 4.3 Total Thereof domestic 2016 2015 17.5 21.0 Other services 6.4 0.6 0.4 0.3 0.2 0.1 0.1 7.2 0.3 Thereof domestic Thereof domestic There were obligations from guarantees and other financial obligations at BASF in favor of nonconsolidated subsidiaries in the amount of €3 million on Decem- ber 31, 2016 (December 31, 2015: €45 million) and in favor of associated companies in the amount of €21 million in 2016 (December 31, 2015: €37 million). Obligations arising from purchase contracts with associated companies amounted to €26 million as of December 31, 2016 and €29 million as of December 31, 2015. Effective December 31, 2016, the present value of the outstanding minimum rental payments for an office building including parking area payable by BASF SE to BASF Pen- sionskasse WaG for the nonterminable basic rental period to 2029 amounted to €57 million. There were no reportable related party transactions with members of the Board of Executive Directors or the Super- visory Board and their related parties in 2016. For more information on subsidiaries, joint ventures and associated companies, see the List of Shares Held of the BASF Group 2016 on page 178 For more information on other financial obligations in favor of joint ventures, see Note 25: Other financial obligations from page 206 onward Tax consultation services For more information on defined benefit plans that share risks between the Group companies (including nonconsolidated subsidiaries), see Note 22: Provisions for pensions and similar obligations from page 198 onward 33 Services provided by the external auditor BASF Group companies have used the following services from KPMG: Million € Annual audit Thereof domestic Audit-related services For more information on the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 136 onward 0.7 0.3 0.7 Management's Report Corporate Governance Consolidated Financial Statements Supplementary Information on the Oil & Gas Segment Overviews To Our Shareholders Supplementary information on the Oil & Gas segment Oil & Gas 231 ៩៨ ហ 125 151 17 223 5 On February 7, 2017, BASF acquired the private company Rolic AG headquartered in Allschwil, Switzerland. The com- pany develops and sells ready-to-use formulations and functional film products for the display and security industry against forgery as well as barrier materials and films. With the acquisition, BASF broadens its technology know-how and product portfolio of display materials. The largest part of the activities will be integrated in the Dispersions Pigments division and a smaller part in the Coatings division. Effective January 1, 2017, BASF took over the western Euro- pean Construction Chemicals business from the Henkel Group with the trade names ThomsitⓇ and CeresitⓇ for floor and tile-laying systems as well as sealants for professional users. This will strengthen BASF's portfolio in the construction chem- icals business of the PCI Group, which belongs to the Con- struction Chemicals division. The initial accounting for the business combination will take place within a measurement period of one year. 18.5 22.2 The line item annual audit related to expenses for the audit of the Consolidated Financial Statements of the BASF Group as well as the legally required financial statements of BASF SE and its consolidated subsidiary companies and joint operations. 219 220 Consolidated Financial Statements Notes - Other explanatory notes 34 Declaration of Conformity with the German Corporate Governance Code BASF Report 2016 Declaration pursuant to Section 161 AktG (Stock Corporation Act) The annual Declaration of Conformity with the German Governance Code according to Section 161 of the German Stock Corporation Act was signed by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2016, and is published online. For more information, see basf.com/en/governance 23 The outstanding balances toward related parties were generally not secured and settled in cash. As in the previous year, there were no significant valuation allowances in 2016 for trade accounts receivable from related parties. The balance of valuation allowances for other receivables from nonconsoli- dated subsidiaries rose from €39 million as of Decem- ber 31, 2015, to €79 million as of December 31, 2016. Thereof €26 million in 2016 was recognized as an expense (2015: €17 million). The decline of €127 million in other receivables from associated companies in 2016 was largely due to the repay- ment of long-term loans. Other receivables and liabilities primarily arose from financing activities, outstanding dividend payments, profit- and-loss transfer agreements, and other finance-related and operating activities and events. Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating business. Performance-related compensation for the Board of Executive Directors is based on the return on assets adjusted for special items, as well as the performance of the entire Board. Return on assets corresponds to income before taxes and minority interests plus interest expenses as a percentage of average assets. The members of the Board of Executive Directors were granted 163,764 options under the long-term incentive (LTI) program in 2016. The market valuation of the options of active and former members of the Board resulted in expenses of €30.7 million in 2016. In 2015, the market valuation of the options resulted in income of €6.6 million. For more information on the compensation of members of the Board of Executive Directors, see the Compensation Report from page 138 onward For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 136 onward 32 Related-party transactions 144.7 A related party is a natural person or legal entity which can exert influence on the BASF Group or over which the BASF Group exercises control or joint control or a significant influence. In particular, this comprises nonconsolidated subsidiaries, joint ventures and associated companies. Sales to related parties (million €) Nonconsolidated subsidiaries 2016 2015 395 389 The following tables show the volume of business with related parties that are included at amortized cost or accounted for using the equity method. 150.4 12.1 15.9 Total compensation for the Board of Executive Directors¹ 21.4 22.7 Service costs for members of the Board of Executive Directors 3.3 3.8 Compensation for the Supervisory Board Total compensation for former members of the Board of Executive Directors and their surviving dependents Pension provisions for former members of the Board of Executive Directors and their surviving dependents Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board 1 The compensation for Dr. Andreas Kreimeyer, who left the Board of Executive Directors on April 30, 2015, is included in the 2015 figures. 3.0 3.0 317 4.0 378 245 Joint ventures Associated companies 176 196 December 31, 2015 161 229 390 Nonconsolidated subsidiaries 517 December 31, 2015 180 120 203 BASF Report 2016 Consolidated Financial Statements Notes - Other explanatory notes Other liabilities December 31, 2016 178 97 258 December 31, 2016 Other receivables Other receivables and liabilities with related parties (million €) 370 Joint ventures Trade accounts receivable from / trade accounts payable to related parties (million €) Nonconsolidated subsidiaries Joint ventures Associated companies 135 76 55 Accounts receivable, trade December 31, 2016 December 31, 2015 139 71 34 Accounts payable, trade December 31, 2016 73 December 31, 2015 92 60 54 44 44 Associated companies More than 5 years Total The total intrinsic value of the exercisable options amounted to €167 million as of December 31, 2016 and €34 million as of December 31, 2015. 49 Liabilities from finance leases (million €) Total Land, land rights and buildings Machinery and technical equipment Miscellaneous equipment and fixtures Leased assets (million €) Property, plant and equipment include those assets which are considered to be economically owned through a finance lease. They primarily concern the following items: Leased assets 28 Leases Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted into euros using currency swaps. This hedge was designated as a cash flow hedge. The hedge was entirely effective. In 2016, this resulted in changes in fair value of minus €33 million, which were recognized in the equity of the shareholders of BASF SE (2015: €157 million). In 2016, €38 million was derecognized from other comprehensive income and recorded as income in the financial result (2015: €119 million income in financial result). December 31, 2016 The interest rate risk of the floating rate notes issued by BASF SE in 2014 (€300 million variable-rate bond 2014/2017) as well as the floating rate notes issued in 2013 were hedged using interest rate swaps. The bonds and the interest rate swaps were designated in a hedging relationship. In 2016, the effective changes in the fair value of the hedging instruments amounting to €6 million (2015: €3 million) were recognized in the equity of the shareholders of BASF SE. There were no ineffective parts. To hedge foreign currency risk which existed for a part of the US dollar-denominated purchase price for the acquisition of Chemetall, BASF used options and foreign currency forward contracts in 2016. These were designated as hedging instru- ments and led to effective changes in the amount of €97 mil- lion, which was recognized in the equity of the shareholders of BASF SE. Upon completion of the transaction in December 2016, this amount was derecognized from the equity of the shareholders of BASF SE reducing the purchase price accord- ingly and along with that the resulting goodwill arising from the transaction. The ineffective part of the fair value changes of the BASF also uses cash flow hedge accounting for some foreign currency derivatives to hedge planned sales denominated in U.S. dollars. The impact on earnings from the underlying transactions will occur in 2017. In 2016, the effective change in values of the hedges was €9 million (2015: minus €23 mil- lion), which was recognized in the equity of the shareholders of BASF SE. A total of €11 million (2015: expense of €29 million) was derecognized from the equity of shareholders of BASF SE and was recognized in income from foreign currency and hedging transactions. The hedge was entirely effective. BASF Report 2016 Consolidated Financial Statements Notes Notes on balance sheet 214 213 BASF applied cash flow hedge accounting for derivatives used to hedge foreign currency risks from gas purchase and sales contracts to the completion of the asset swap with Gazprom in 2015. In 2015 up to the completion date, the effective change in values of the hedges was minus €150 mil- lion, which was recognized in the equity of the shareholders of BASF SE. There were no ineffective parts. The amounts derecognized from the equity of shareholders of BASF SE increased cost of sales by €161 million to the completion date in 2015. The planned transactions and their effect on earnings occur in the year following the balance sheet date. In 2016, effective changes in the fair value of hedging instruments of €1 million (2015: €35 million) was recognized in the equity of the shareholders of BASF SE. In 2016, effective changes in the fair value of hedging instruments of €1 million were derecognized from the equity of shareholders of BASF SE and recognized in other operating income. In 2015, this resulted in an expense of €174 million. The ineffective part in the change in value of the hedge amounted to minus €1 million in 2016 and minus €2 million in 2015. This amount was reported in the income statement in other operating expenses and in the previous year in cost of sales as well as in other operating income and in other operating expenses. hedging instruments amounted to minus €10 million and was recognized in other operating expenses. In the previous year up to the completion of the asset swap with Gazprom, cash flow hedge accounting was applied in the Natural Gas Trading business sector for crude oil swaps concluded in order to hedge price risks from purchase and sales contracts for natural gas. These contracts had variable prices and the price formula was coupled with the oil price. Cash flow hedge accounting continued to be applied to a minor extent for natural gas purchases. Acquisition cost December 31, 2015 Acquisition cost December 31, 2016 69 206 94 241 13 44 25 Net book value 59 117 43 136 25 45 26 46 Net book value 31 December 31, 2015 Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. Some of these hedges were shown in the Consolidated Financial Statements of the BASF Group by means of cash flow hedge accounting, where gains and losses from hedges were initially recognized directly in equity. Gains and losses from hedges are included in cost of sales at the point in time at which the hedged item is recognized in the consolidated statement of income. Unlike the previous year, no hedging instruments were designated in 2016. 495 53 15 56 December 31, 2015 December 31, 2016 (163) Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Interest rate swaps Foreign currency derivatives Foreign currency options (148) Foreign currency forward contracts The fair values of derivative financial instruments are calculated using valuation models which use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. To ensure effective risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. BASF is exposed to foreign-currency, interest-rate and com- modity-price risks during the normal course of business. These risks are hedged through a centrally determined strategy employing derivative instruments. Hedging is only employed for underlying items from the operating business, cash investments, and financing as well as for planned sales, raw material purchases and capital measures. The risks from the underlying transactions and the derivatives are constantly monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in The use of derivative instruments 27.4 Derivative instruments and hedge accounting Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2016 43 Fair value of derivative instruments (million €) Cash flow hedge accounting 109 8 (131) 1 1 Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Derivative financial instruments 102 (1) Commodity derivatives 284 3 18 163 Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Interest derivatives 315 45 (27) (21) Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Combined interest and cross-currency swaps (31) 197 Minimum lease payments (27) Leasing liability Less than 1 year Dec. 31, 2015 Dec. 31, 2016 Nominal value of the future minimum lease payments Commitments from operating lease contracts (million €) In addition, BASF is a lessee under operating lease contracts. The lease commitments totaling €1,513 million in 2016 (2015: €1,554 million) are due in the following years: In the current business year and in the previous year, no additional lease payments exceeding minimum lease payments due to contractual conditions for finance leases were recog- nized in the income statement. In 2016 and in the previous year, leasing liabilities were not offset by any significant future minimum lease payments from subleases. Consolidated Financial Statements Notes Other explanatory notes 360 BASF Report 2016 32 117 108 33 141 Total 18 13 85 31 413 784 17 Interest portion 17 Less than 1 year 1-5 years Dec. 31, 2015 Nominal value of the future minimum lease payments Dec. 31, 2016 Future minimum lease payments from subleasing contracts based on existing agreements amounted to €12 million in 2016 (2015: €11 million). Future minimum lease payments to BASF from operating lease contracts (million €) 757 In 2016, claims arising from operating leases amounted to €89 million (2015: €83 million). BASF as lessor In 2016, minimum lease payments of €446 million (2015: €474 million) were included in income from operations. In 2016, conditional lease payments of €1 million (2015: €1 mil- lion) were also included in income from operations. Further- more, sublease payments of €4 million were included in income from operations in 2016 (2015: €4 million). 1,554 1,513 Total 357 396 More than 5 years BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €33 million in 2016 (2015: €41 million). 21 1-5 years 35 Following year 3 16 5 21 26 4 30 Following year 2 19 23 23 5 28 Following year 1 Leasing liability 14 Minimum lease payments Interest portion 5 4 28 12 15 More than 5 years 10 9 3 3 Following year 5 8 3 7 3 14 3 17 Following year 4 13 11 16 570 3,241 1,933 Future net cash flows, not discounted (64) 10% discount rate 3,409 163 1,655 6,710 95 1,547 3,428 1,203 690 164 (120) Future income taxes 1,582 11,027 1,378 1,633 5,264 1,549 Future production/development costs (132) 3,610 20,978 1,937 527 82 59 Group 3,478 Thereof at equity Total South America Middle East Russia Europe Germany companies North Africa, Rest of Consolidated and equity-accounted Standardized measure of discounted future net cash flows 2015 (million €) 1,278 82 25 (42) 82 4,470 1,147 104 2,131 1,020 68 Thereof equity-accounted companies Standardized measure of discounted future net cash flows 13 2,240 508 99 5,732 2015 1,365 103 Additions to exploration drilling of the year 479 423 As of January 1 2016 Fully consolidated companies The following information was determined based on the regu- lations on Extractive Activities - Oil and Gas (Topic 932) pub- lished by FASB. Based on this, a standardized measure of discounted future net cash flows with the relevant revenues, costs and income tax rates is to be made. The proven reserves are valued at the average price calculated from the prices on the first day of the month for the past business year. The val- ues thus determined are discounted at a 10% annual discount rate. reserves Standardized measure of discounted future net cash flows relating to proven oil and gas 22 29 27 45 36 45 36 423 411 251 303 152 71 20 37 2015 2016 Future revenues Number of exploration wells in construction in progress at equity-accounted companies as of December 31 310 Capitalized exploration drilling charged to expense (49) (136) Future revenues Thereof at equity Group America Middle East Russia Total South North Africa, Rest of Europe Germany Consolidated and equity-accounted companies Supplementary Information on the Oil & Gas Segment 229 Standardized measure of discounted future net cash flows 2016 (million €) 6,975 BASF Report 2016 212 December 31 Equity-accounted companies as of 423 411 As of December 31 25 9 Translation effect (150) Changes in scope of consolidation (105) (75) Reclassification of successful exploration drilling 181 1,861 (1,292) 7,992 78 (175) 68 283 30 Revisions of previous reserves estimates improved recovery, less related costs Net changes from extensions, discoveries and (572) (3,618) (242) (482) Number of exploration wells in construction in progress (1,416) (186) balance sheet date Net changes in prices and production costs at (105) (1,634) (280) (97) (380) (747) (130) costs in the current period Sales of oil and gas produced, net of production 346 6,294 1,351 284 (172) Investments in the period 67 182 926 171 183 348 207 17 Accretion of discount 351 1,359 116 347 212 625 304 59 Purchase/sale of reserves (27) (132) (182) 24 63 (39) 2 Changes in estimated investments in future periods 79 1,000 144 87 702 Net change in income taxes 10,154 3,025 at equity (49) 450 9,879 1,990 447 5,134 2,148 160 Future net cash flows, not discounted 10% discount rate 2,458 5,641 702 2,494 1,092 1,413 (60) Future income taxes 1,618 12,783 1,359 1,304 1,766 6,593 1,761 Future production/development costs 4,526 28,303 4,051 4,245 743 2,109 143 639 Group Thereof Total South America North Africa, Middle East Russia Rest of Europe Germany 209 As of January 1 Consolidated companies and equity-accounted companies BASF Report 2016 Summary of changes in standardized measure of discounted future net cash flows 2016 (million €) 230 Supplementary Information on the Oil & Gas Segment 346 1,405 346 53 28 Thereof equity-accounted companies 346 6,294 1,351 304 3,025 1,405 209 future net cash flows Standardized measure of discounted 104 3,585 265 Fully consolidated companies Wells for which drilling is not complete Wells capitalized less than one year Wells capitalized more than one year Total 905 The following table provides an overview of the capitalization period, amounts capitalized for exploration drilling, and the number of suspended exploration wells. 1,155 222 30 82 740 81 963 194 1 73 629 66 184 20 29 9 111 15 8 8 8 8 Group Total South America Middle East Russia North Africa, Rest of Europe 87 19 106 Germany 32 89 89 82 6 1 89 440 7 86 184 127 Other 79 Germany 54 190 12 Exploration and technology expenditures For unproven reserves 41 41 41 41 Group Total South America North Africa, Middle East Russia Rest of Europe 1 60 For proven reserves BASF Report 2016 Extensions and discoveries Purchase/sale of reserves Production Proven reserves as of December 31 Thereof equity-accounted companies Proven developed reserves as of December 31 Thereof equity-accounted companies Gas 2016 42 144 193 96 9 484 96 5 6 (7) 4 (3) 36 1100 22 15 3 2 48 4 336 Revisions and other changes in million barrels (MMbbl) oil reserves as of January 1, Proven developed and undeveloped Supplementary Information on the Oil & Gas Segment 223 Supplementary Information on the Oil & Gas Segment (Unaudited) The following provides supplementary information on the Exploration & Production business sector of the Oil & Gas segment. In the absence of detailed disclosure rules in this area under the International Financial Reporting Standards (IFRS), the presentation is based on the FASB standard Extractive Activities - Oil and Gas (Topic 932), which is a fur- ther development of SFAS 69. In the following sections, the determination of the amounts complies with the metrics set out by IFRS that underlie the BASF Group Consolidated Finan- cial Statements: Operating income from oil and gas-producing activities; Period expenditures for acquisition, exploration and development of oil and gas deposits; Capitalized costs relating to oil and gas producing activities; and Capitalized exploration drilling: suspended well costs. The definition of companies accounted for using the equity method also follows the approach of the Consolidated Financial Statements. These changes were introduced in 2016 to improve comparability between the Supplementary Information on the Oil & Gas Segment and the BASF Group Consolidated Financial State- ments. The amounts for 2015 have been restated accordingly. The cash flow from the Yuzhno Russkoye project is shown in the fully consolidated company responsible for marketing the gas. According to Topic 932, the current economic conditions were considered in the determination of oil and gas reserves as well as the standardized calculation of discounted net cash flows. The prices used are valued at the average price calcu- lated from the prices on the first day of the month for the past 12 months. Expected proven reserves and the resulting future net cash flows can vary significantly from the current estimates. Furthermore, the realized prices and costs and the actual cash flows resulting therefrom may differ from the estimate in amount and distribution over time. Therefore, the values pre- sented should not be interpreted as a prediction of future cash flows, nor in their sum as the current value of the company. Furthermore, different prices, costs and volume estimates are used for operative decisions as well as for the preparation of the Consolidated Financial Statements. Therefore, the reserves and net cash flows shown are not comparable with statements and values in the Consolidated Financial State- ments. According to the requirements in Topic 932, regions with more than a 15% share of total reserves must be shown sep- arately. Therefore, the regions in the supplementary informa- tion differ from those presented in the Group Consolidated Financial Statements. Aside from the countries Germany and Russia, this includes the regions: Rest of Europe; North Africa/ Middle East; as well as South America. The regions include the following countries with operating activities: Region Rest of Europe North Africa / Middle East South America Oil and gas reserves Exploration & Production United Kingdom, the Netherlands, Norway Libya Argentina Exploration Denmark Acquisition expenditures Abu Dhabi 224 Supplementary Information on the Oil & Gas Segment Oil 2016 BASF Report 2016 Rest of North Africa, South Consolidated and equity-accounted companies Germany Europe Russia Middle East America Total Group Thereof at equity Proven oil and gas reserves are the volumes of crude oil, natural gas and condensate that, according to the geological, engineering and economic conditions prevailing at the balance sheet date, can be produced in future years. Accordingly, reserve estimates based on this data could be materially dif- ferent from the volumes that are ultimately recovered. To reduce uncertainties, BASF works together with independent, internationally recognized reserve auditors to perform recur- ring reserves audits of its major crude oil and natural gas fields. The tables on the following pages show the company's estimated proven and proven developed reserves as of December 31, 2015, and 2016, as well as changes attribut- able to production or other factors. Capitalized exploration drilling (million €) 2 144 74 800 Equipment and miscellaneous 868 267 114 435 52 Unproven oil and gas reserves 9,081 1,556 152 Group Total South America North Africa, Middle East Russia 1,149 5,285 939 Proven oil and gas reserves Rest of Europe Germany Fully consolidated companies 2015 (million €) 1,518 93 1,197 228 Investments in equity-accounted companies 874 Total gross assets 1,791 5,794 Capitalized exploration drilling (million €) The last row shows the year-end value for equity- accounted companies. The following table indicates the changes to the capitalized costs of exploration drilling. The determination of the amounts as well as the activities included were adjusted to the BASF Group Consolidated Financial Statements in 2016. The amounts for 2015 were accordingly restated. Exploratory drilling costs are capitalized until the drilling of the well is complete. If hydrocarbon resources are found whose commercial development is likely, the costs continue to be capitalized as construction in progress, subject to further appraisal activity that may include the drilling of further wells. Management evaluates all such capitalized costs at least once a year from both a technical and economic perspective to confirm the continued intent to develop or otherwise extract value from the discovery. If this is no longer the case, the rele- vant costs are written off. If proven reserves of oil or natural gas are determined and development is sanctioned, however, the relevant expenses are transferred within property, plant and equipment to machinery and technical equipment. Impair- ments for unsuccessful exploration wells are recognized in exploration expenses. Capitalized exploration drilling: Suspended well costs BASF Report 2016 228 Supplementary Information on the Oil & Gas Segment 1,539 133 1,115 291 Investments in equity-accounted companies 6,532 913 6,984 76 4,148 511 Total net assets (4,291) (910) (190) (265) (1,646) (1,280) Accumulated depreciation, amortization and impairments 10,823 1,823 266 1,149 884 60 986 1,213 978 Proven oil and gas reserves Russia Rest of Europe Germany Fully consolidated companies 2016 (million €) Capitalized costs represent total expenditures on proven and unproven oil and gas deposits including the related accumulated depreciation and amortization. Capitalized costs relating to oil and gas producing activities 1,047 8 822 217 Total expenditures at equity-accounted companies 1,616 409 54 116 966 71 Total expenditures 1,239 330 115 735 59 Development expenditures 7 77 6,023 1,577 North Africa, Middle East 156 South America 4,166 546 Total net assets (5,381) (1,044) (209) (364) (2,429) (1,335) Accumulated depreciation, amortization and impairments 12,365 2,030 282 1,577 73 6,595 Total gross assets 47 858 Equipment and miscellaneous 993 297 126 525 45 Unproven oil and gas reserves 10,467 1,733 Group Total 1,881 (9) 80 Standardized measure of discounted future net 945 413 166 291 75 Sales natural gas 1,106 94 56 74 680 202 Group Total South America Middle East Russia North Africa, Rest of Europe Germany Sales crude oil (including condensate and LPG) Fully consolidated companies 2016 (million €) figures shown for the Oil & Gas segment. Significant deviations exist in sales revenues that do not include sales from mer- chandise and services as well as the financing and corporate overhead costs not included there. Income taxes were com- puted using currently applicable local income tax rates. Operating income represents only those revenues and expenses directly associated with oil, condensate and gas production. This partially results in significant differences to the Operating income from oil and gas-producing activities BASF Report 2016 226 Supplementary Information on the Oil & Gas Segment 416 Local duties (royalties, export, etc.) 416 40 131 320 964 137 12 14 692 109 Depreciation, amortization and impairment 130 15 20 9 81 5 Exploration expenses and technology 563 145 13 33 264 108 Production costs 1,920 416 56 240 971 237 Net revenue (less duties) 91 9 398 9 6 6 Extensions and discoveries 12 93 31 43 18 1 Revisions and other changes 629 1,281 158 11 966 119 27 as of January 1, in million barrels of oil equivalent (MMBOE) Developed and undeveloped gas reserves Thereof at equity Total Group South America North Africa, Middle East Russia Rest of Europe Germany Consolidated and equity-accounted companies Gas 2015 Thereof equity-accounted companies Purchase/sale of reserves (8) (8) (8) Thereof equity-accounted companies 416 872 127 9 669 49 18 Proven developed reserves as of December 31 572 572 11 552 9 Other Thereof equity-accounted companies 1,260 167 11 940 118 24 Proven reserves as of December 31 61 112 22 69 17 4 Production 572 4 43 18 233 (79) 439 (56) 56 Operating income before taxes (382) (98) 3 16 (313) 10 Other 1,275 72 107 13 984 99 Depreciation, amortization and impairment 254 16 37 1 192 8 Exploration expenses and technology 628 127 593 Income taxes 16 17 2015 (million €) Total expenditures at equity-accounted companies Total expenditures Development expenditures Exploration and technology expenditures For unproven reserves For proven reserves Acquisition expenditures Fully consolidated companies 2016 (million €) Period expenditures include all amounts incurred in connection with the acquisition, exploration or development of oil and gas deposits, regardless of whether these were capitalized or expensed. Period expenditures for acquisition, exploration and development of oil and gas deposits Supplementary Information on the Oil & Gas Segment 227 BASF Report 2016 18 91 89 (3) Net income of equity-accounted companies 371 150 (106) 360 (73) 40 Operating income after taxes 222 83 27 79 5 36 23 122 (26) (40) 77 (63) Net income of equity-accounted companies 173 154 (18) 141 (112) 8 Operating income after taxes 139 85 23 25 3 3 Income taxes 312 239 5 166 (109) 11 Operating income before taxes (49) (120) 6 2015 (million €) Fully consolidated companies Germany Rest of Europe Production costs 2,368 350 86 492 1,145 295 Net revenue (less duties) 144 87 2 55 Local duties (royalties, export, etc.) 1,383 338 322 574 100 Sales natural gas 1,129 115 Group Total South America North Africa, Middle East 86 105 573 250 Sales crude oil (including condensate and LPG) Russia 387 Proven developed reserves as of December 31 Thereof equity-accounted companies 83 Other 304 1,306 86 329 495 312 84 Accretion of discount 1,435 2,991 (262) 1,288 295 1,464 206 Net change in income taxes (28) (32) (32) Purchase/sale of reserves (87) (522) (226) 20 313 (603) (26) Changes in estimated investments in future periods Standardized measure of discounted future net cash flows as of December 31 Thereof equity-accounted companies 209 6 Overviews Overviews 151 125 17 ន១៩៨០ 221 Supplementary Information on the Oil & Gas Segment Consolidated Financial Statements Corporate Governance Management's Report To Our Shareholders 236 171 Glossary Trademarks 233 Ten-year summary 6 346 346 265 53 346 6,294 1,351 304 3,025 1,405 28 235 74 1,400 8 Sales of oil and gas produced, net of production 794 Thereof at equity Total Group 8,028 678 South America North Africa, Middle East 923 4,355 1,338 734 As of January 1 Russia Rest of Europe Germany Consolidated companies and equity-accounted companies Summary of changes in standardized measure of discounted future net cash flows 2015 (million €) 82 82 99 25 82 4,470 1,147 104 2,131 1,020 (42) Thereof equity-accounted companies 68 cash flows as of December 31 costs in the current period (174) (835) (631) 133 898 72 Investments in the period 126 1,002 278 (55) 197 539 43 Revisions of previous reserves estimates (17) 50 289 50 Net changes from extensions, discoveries and (2,167) (5,969) 730 (2,111) (2,132) (1,726) (730) balance sheet date Net changes in prices and production costs at (185) (1,960) (222) (98) improved recovery, less related costs (9) 80 Consolidated and equity-accounted companies 33 1 (3) 23 17 (5) 102 427 10 103 183 78 53 Thereof at equity Total Group South America Middle East Russia Europe Germany North Africa, Rest of Supplementary Information on the Oil & Gas Segment 225 Proven reserves as of December 31 Production Purchase/sale of reserves Extensions and discoveries Revisions and other changes in million barrels (MMbbl) (3) 65 65 1 83 79 4 Fully consolidated companies 83 330 8 83 141 62 62 96 96 91 oil reserves as of January 1, 4 96 484 9 96 193 144 42 4 41 2 4 13 16 6 1 80 Proven developed and undeveloped Oil 2015 4 Production Purchase/sale of reserves Extensions and discoveries 6 39 11 (2) 19 8 3 Revisions and other changes 572 1,260 167 11 940 118 24 as of January 1, in million barrels of oil equivalent (MMBOE) Developed and undeveloped gas reserves Thereof at equity Total Group South America Middle East Russia North Africa, Rest of Europe Germany 15 74 24 117 BASF Report 2016 360 360 8 346 6 Thereof equity-accounted companies 360 856 147 8 628 50 23 Consolidated and equity-accounted companies Proven developed reserves as of December 31 520 9 505 6 Thereof equity-accounted companies 520 1,182 154 9 885 111 23 Proven reserves as of December 31 58 520 as of December 313,6 4,401 Ten-year summary Other liabilities 3,767 4,074 3,545 3,256 4,094 3,985 3,369 6,224 2,375 3,148 Financial indebtedness 1,288 1,082 1,079 968 870 1,038 1,140 1,003 860 881 Tax liabilities 2,802 1,976 2,540 3,434 2,802 62,726 61,175 51,268 59,393 50,860 46,802 Total equity and liabilities 15,317 14,339 15,893 14,236 1,993 16,710 11,680 15,568 16,477 16,295 12,482 Current liabilities 87 195 17 Liabilities of disposal groups 2,850 2,520 3,564 2,292 2,623 3,036 2,240 64,204 2,844 2,628 14,222 Noncurrent liabilities 917 901 Other liabilities 12,444 8,290 6,954 Financial indebtedness 3,317 3,381 3,420 2,894 2,234 2,628 2,467 2,093 2,167 2,060 Deferred taxes 3,667 3,369 3,502 15,843 2,670 898 20,979 11,123 3,210 3,324 3,276 3,043 2,697 Provisions 4,610 4,020 4,861 5,153 4,502 5,121 4,738 2,786 2,734 3,763 Accounts payable, trade 28,611 873 869 25,055 1,194 1,197 22,192 27,271 1,111 20,395 12,545 11,670 9,019 8,704 11,151 11,839 901 1,142 21,168 19,313 3,226 71,359 76,496 B The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of the Congo or its bordering countries. The companies must prove that the materials they use do not come from mines in these conflict areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their deriva- tives: Columbitetantalite (coltan), cassiterite, wolframite and gold. Dodd-Frank Act D Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. Compliance Audits are a strategic tool for monitoring and directing standards. During a site or plant audit, clearly defined criteria are used to create a profile on topics such as environment, safety or health. Audits Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Associated companies A BASF Report 2016 Glossary Glossary Overviews 236 .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group XEMIUM® .reg. trademark of BASF Group TINUVIN® TRILON® ULTRADURⓇ ULTRAFORM® ULTRAMID® ULTRASONⓇ VIZURA® VAULTⓇ .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group THOMSITⓇ Backup line TERMIDOR® A backup line is a confirmed line of credit that can be drawn upon in connection with the issue of commercial paper if market liquidity is not sufficient, or for the purpose of general corporate financing. It is one of the instruments BASF uses to ensure it is able to make payments at all times. A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. Enhanced oil recovery (EOR) The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profit- ability and environmental compatibility. Eco-Efficiency Analysis The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization. It is calculated as income from operations before depreciation and amortization as a percentage of sales. EBITDA margin Earnings before interest, taxes, depreciation and amortization (EBITDA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and write-ups). EBITDA EBIT after cost of capital is calculated by deducting the cost of capital from the EBIT of the operating divisions. The cost of capital thereby reflects the shareholders' expectations regarding return (in the form of dividends or share price increases) and interest payable to creditors. If the EBIT after cost of capital has a positive value, we have earned a premium on our cost of capital. EBIT after cost of capital Earnings before interest and taxes (EBIT): At BASF, EBIT corre- sponds to income from operations. EBIT E The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be determined indi- vidually. This requires a good rating. Commercial paper program CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. CO₂ equivalents The international nonprofit organization CDP (formerly the Carbon Disclosure Project) analyzes environmental data of companies. The CDP's indexes serve as assessment tools for investors. CDP C BDO stands for 1,4-Butanediol and is a BASF intermediate. BDO and its derivatives are used for producing plastics, solvents, elec- tronic chemicals and elastic fibers. BDO Biotechnology includes all processes and products that make use of living organisms, such as bacteria and yeasts, or their cellular con- stituents. Biotechnology Barrel of oil equivalent (BOE) 70,836 SYSTIVAⓇ .reg. trademark of BASF Group GREEN SENSEⓇ GlasuritⓇ FLO RITE® FSC® ESPAÇO ECO® F 500® EPOTAL® ENGENIAⓇ BASF Report 2016 ECOVIO® reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group DINCH® CREATOR SPACE® CLEARFIELD® .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group CERESIT® CELLASTOⓇ BASONATⓇ AMASIL® ACRODURⓇ AgCelenceⓇ Overviews 235 Trademarks Trademarks¹ BASF Report 2016 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. HEXAMOLL® Sustainable Solution SteeringⓇ reg. trademark of BASF Group HYDROBLUE® INSCALISⓇ INTEGRAL® INTERCEPTOR® .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group _reg. trademark of BASF Group reg trademark of Conseil Européen de l'Industrie Chimique reg. trademark of BASF Group .reg. trademark of BASF Group _reg. trademark of BASF Group .reg. trademark of BASF Group _reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group SOKALANⓇ SERIFEL® R-M® REVYSOL® Responsible Care® NODULATOR® PALATINOLⓇ PALIOCROM® POLYTHFⓇ LUPRO-MIX® MAGLISⓇ natuphosⓇ NEALTA® LavergyⓇ LIMUS® 1 Trademarks are not registered in all countries. .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Forest Stewardship Council reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group LAROMER® KIXOR® KEROPURⓇ JONCRYLⓇ INITIUM® 2,925 3,335 3,352 1,791 2,193 1,006 1,473 941 1,112 1,042 930 679 Deferred taxes 605 526 540 643 613 848 1,953 1,619 1,947 1,952 Other financial assets 4,647 4,436 2,513 3,245 Other receivables and miscellaneous Noncurrent assets 7,752 8,561 Accounts receivable, trade 6,776 6,763 6,578 Inventories 50,550 46,270 1,210 1,720 1,498 43,939 877 38,253 911 35,259 561 34,087 34,532 31,681 29,586 27,894 653 946 642 655 noncurrent assets 7,738 4,174 1,852 2007 BASF Report 2016 Million € Balance sheet (IFRS) Ten-year summary 234 Overviews 6 After deduction of repurchased shares earmarked for cancellation 5 Calculated in accordance with German GAAP 4 Includes the change in reporting from 2009 onward of the effects of regular extensions of U.S. dollar hedging transactions 3 We conducted a two-for-one stock split in the second quarter of 2008. The previous year's figures for earnings per share, dividend per share and number of shares have been adjusted accordingly for purposes of comparison. 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 918.5 918.5 918.5 918.5 918.5 918.5 918.5 918.5 918.5 956.4 million 2008 3,459 2009 Intangible assets 1,328 1,340 1,146 834 the equity method Investments accounted for using 26,413 25,260 15,162 12,537 2016 2015 2014 2013² 12,193 12,324 12,967 16,610 19,229 23,496 20121 2011 11,919 17,966 17,241 15,032 16,285 14,215 Property, plant and equipment 12,245 9,889 10,449 9,559 2010 8,688 10,059 10,167 10,886 9,581 9,506 10,160 11,266 10,233 10,385 971 Minority interests 174 Other comprehensive income 23,708 19,446 15,817 13,250 12,916 14,556 Retained earnings 3,130 3,141 3,143 3,165 3,188 3,203 3,216 3,229 3,241 3,173 Capital surplus 1,176 1,176 Equity 1,176 20,098 26,102 28,777 314 (3,461) (3,400) (5,482) 1,246 1,010 630 581 25,385 25,621 27,673 28,195 3,289 2,757 3,015 Other provisions 8,209 6,313 7,313 3,727 5,421 3,189 2,778 2,255 1,712 1,292 obligations Provisions for pensions and similar 32,568 761 629 31,545 (4,014) (3,521) 31,515 30,120 (96) 156 1,195 1,151 1,132 1,253 18,722 18,609 22,657 1,176 1,176 1,176 3,714 3,455 3,781 19 2,048 295 27,088 24,861 18,908 21,274 19,587 Current assets 3,883 16 1,493 614 614 Assets of disposal groups 3,223 15 1,835 35 2,776 767 Cash and cash equivalents 51 Marketable securities 3,948 2,337 current assets Other receivables and miscellaneous 10,952 9,516 10,005 9,693 4,032 3,095 3,078 14 1,647 3,264 27,467 25,951 1,176 1,176 1,176 1,224 Subscribed capital 76,496 70,836 64,204 71,359 62,726 61,175 59,393 Enhanced oil recovery (EOR) methods, also called tertiary recovery or tertiary production methods, are used to increase the recovery factor from oil reservoirs. Different technologies are employed depending on reservoir conditions; a distinction is generally made between thermal and chemical EOR and miscible gas flooding, which makes use of gases such as carbon dioxide. 46,802 50,860 51,268 25,946 24,566 27,420 1,375 2,241 1,718 1,827 536 21 19 17 Total assets BASF Report 2016 EMPRO® Equity method 2,667 2,618 2,594 2,631 2,770 3,600 3,691 Number of employees At year-end Annual average 95,175 96,924 104,779 109,140 111,141 94,893 95,885 103,612 104,043 110,782 112,206 113,292 112,435 113,830 110,403 109,969 111,844 112,644 113,249 111,975 Personnel expenses 6,648 6,364 7,107 8,228 8,576 8,963 9,285 9,224 9,982 10,165 Research and development 2.614 expenses 2,481 equipment Thereof property, plant and equipment 2,564 2,809 4,126 3,294 3,199 4,084 6,428 6,369 5,742 4,377 Depreciation and amortization of property, plant and equipment and intangible assets 2,909 3,099 3,711 Overviews 237 Glossary 3,407 3,267 3,272 3,417 4,251 Thereof property, plant and 2,294 7,258 1,380 1,398 6,602 8,100 6,958 9,446 7,717 EBITDA margin % 17.6 15.3 14.6 17.4 16.3 13.9 14.1 14.9 15.1 18.3 Return on assets % 16.4 13.5 7.5 14.7 7,105 1,355 6,460 5,023 1,492 1,605 1,732 1,849 1,884 1,953 1,863 Key data Earnings per share³ € 4.16 3.13 1.54 4.96 6.74 5.25 5.22 5.61 4.34 4.42 Cash provided by operating activities 5,807 5,693 16.1 6,013 3,646 5,263 7,726 7,160 7,626 6,248 6,275 Income before taxes 6,935 5,976 3,079 7,373 8,970 5,977 6,600 7,203 5,548 5,395 Income before minority interests 4,325 3,305 1,655 5,074 6,603 5,067 5,113 6,742 5,492 8,586 74,326 70,449 Million € Overviews 233 Ten-year summary 2007 2008 2009 2010 2011 20121 2013² 2014 2015 2016 Sales and earnings Sales 57,951 62,304 50,693 Income from operations (EBIT) 7,316 6,463 3,677 63,873 7,761 73,497 72,129 73,973 57,550 7,285 4,301 Net income 7,077 7,357 6,739 6,309 EBIT after cost of capital 2,895 1,621 (226) 3,500 2,551 1,164 1,768 1,368 194 1,136 Capital expenditures, depreciation and amortization Additions to property, plant and equipment and intangible assets 4,425 3,634 5,972 5,304 6,647 4,255 8,447 4,852 4,065 2,912 1,410 4,557 6,188 4,819 4,792 5,155 3,987 4,056 Income from operations before depreciation and amortization (EBITDA) 10,225 9,562 7,388 11,131 11,993 10,009 10,432 11,043 10,649 10,526 EBIT before special items 7,614 6,856 8,138 11.0 3,370 11.7 R Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. Propylene oxide (PO) The peak sales potential of the crop protection pipeline describes the total peak sales generated for individual products in the research and development pipeline. The peak sales corresponds to the highest sales value to be expected from one year. The pipeline comprises innovative active ingredients and system solutions that have been on the market since 2016 or will be launched on the market by 2026. Peak sales potential P Overviews 239 Glossary BASF Report 2016 The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a manage- ment system for occupational safety. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. OHSAS 18001 MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of polyurethane. This plastic is used for applications ranging from the soles of high- tech running shoes and shock absorbers for vehicle engines to insu- lation for refrigerators and buildings. MDI BASF uses the materiality analysis to gain information from internal and external stakeholders about the significance of sustainability topics. Materiality analysis/material aspects M NMVOC (Nonmethane Volatile Organic Compounds) VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. Naphtha The long-term incentive program is a share-price-based compensa- tion program for senior executives of the BASF Group and members of the Board of Executive Directors. The program aims to tie a por- tion of the participants' compensation to the long-term, absolute and relative performance of BASF shares. Long-term incentive program (LTI) L The International Organization for Standardization defines nano- materials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nanoscale. For regulatory purposes, there are additional definitions for nanomaterials worldwide. Nanomaterials REACH N REACH is a European Union regulatory framework for the registra- tion, evaluation and authorization of chemicals, and will be imple- mented gradually until 2018. Companies are obligated to collect data on the properties and uses of produced and imported substances and to assess any risks. The European Chemicals Agency reviews the submitted dossiers and, if applicable, requests additional information. The term renewable resources refers to components from biomass that originate from different sources (plants and microorganisms, for example), and are used for industrial purposes. Renewable resources are used for manufacturing numerous products. Glossary Overviews 240 TUIS is a German transport accident information and emergency response system jointly operated by around 130 chemical compa- nies. The member companies can be reached by the public author- ities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. TUIS TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furni- ture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). TDI T We use Sustainable Solution SteeringⓇ to review and guide our portfolio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our prod- ucts and solutions already comply with sustainability requirements and how we can increase their contribution. Sustainable Solution SteeringⓇ A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. Steam cracker A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. Spot market (cash market) Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Special items S Return on assets describes the return we make on the average assets employed during the year. It is calculated as income before taxes and minority interests plus interest expenses as a percentage of average assets. Return on assets Profits generated can be used in two ways: distribution to share- holders or retention within the company. Retention Responsible Care® refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. Responsible Care® Renewable resources The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. MSCI World Chemicals Index Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and interna- tionally recognized labor standards. In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. Global Compact G Free cash flow is cash provided by operating activities less pay- ments made for property, plant and equipment and intangible assets. 11.5 Free cash flow Formulation describes the combination of one or more active substances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effec- tiveness of various products, such as cosmetics, pharmaceuticals, agricultural chemicals, paints and coatings. Formulation Field development is the term for the installation of production facilities and the drilling of production wells for the commercial exploitation of oil and natural gas deposits. Field development F The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health manage- ment. It comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Health Performance Index (HPI) H The Greenhouse Gas Protocol, used by many companies in different sectors as well as nongovernmental organizations and govern- ments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recom- mendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Insti- tute and the World Business Council for Sustainable Development. Greenhouse Gas Protocol (GHG Protocol) The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their eco- nomic, environmental and social activities. Global Reporting Initiative (GRI) Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. Exploration The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are water abstraction volumes, water quality, conservation of biodiversity and water governance. The Europe-wide standard came into force at the end of 2011 and was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). European Water Stewardship (EWS) Standard The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. Global Product Strategy (GPS) The Global Product Strategy aims to establish global product stewardship standards and practices for companies. The program, initiated by the International Council of Chemical Associations, strives to ensure the safe handling of chemicals by reducing existing differences in risk assessment. | IAS Monitoring system The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content of gas. One mmBtu (million British thermal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Million British thermal unit (mmBtu) A joint venture is a joint arrangement in which the parties that have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial State- ments. Joint venture A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. Joint operation A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Joint arrangement J ISO 50001 is an international standard developed by the International Organization for Standardization (ISO) that determines the general requirements for an energy management system for voluntary certi- fication. V ISO 50001 Overviews Glossary 238 ISO 19011 is an international standard developed by the International Organization for Standardization (ISO) that determines requirements for audits of quality management and environmental management systems. ISO 19011 ISO 14001 is an international standard developed by the International Organization for Standardization (ISO) that determines the general requirements for an environmental management system for volun- tary certification. ISO 14001 The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. ILO Core Labor Standards The International Financial Reporting Standards (until 2001: Interna- tional Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, England. The "IAS Regulation" made the application of IFRSS mandatory for listed companies headquartered in the European Union starting in 2005. IFRS IAS stands for International Accounting Standards (see also IFRS). BASF Report 2016 Value chain Number of shares Verbund 2,808 1,831 1,791 1,561 2,021 2,296 2,388 2,480 2,572 2,664 2,755 € 1.95 1.95 1.70 2.20 2.50 2.60 2.70 2.80 2.90 3.00 Report 2016 We create chemistry 2,158 Q-BASF 5,853 2,880 A value chain describes the successive steps in a production pro- cess: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Dividend per share³ Dividend Net income of BASF SE5 Appropriation of profits 13.3 14.4 19.7 19.2 19.9 27.5 24.6 8.9 17.0 % Return on equity after tax 8.2 8.7 2,267 2,982 2,176 3,737 3,506 2,826 ISSN 1866-9387 22.4 basf.com BASF, Keith Bedford/laif, Jordi Ruiz Cirera, Matt Eich, hadynyah/Getty Images, IAC Group, Jonathan Jacob, Aditya Kapoor, Herbert Lehmann/picture alliance, Gw. Nam/Getty Images, Edwin Remsberg/Getty Images, Collin Richie, Detlef Schmalow, Marcus Schwetasch Detlef Schmalow Board of Executive Directors and Supervisory Board: Photography: Cover and page 1: Photo series: Printing: Kunst- und Werbedruck, Bad Oeynhausen Design: Anzinger und Rasp, Munich 67056 Ludwigshafen Communications & Government Relations Publisher: BASF SE FSC® certified real art paper. This report is printed on FSC® C011291 Paper from responsible sources MIX www.fsc.org √ BASF Group 2016 at a glance ↑ BASF Report 2016 Water stress areas are areas in which water represents a scarce resource, and where people abstract more than 60% of the water available. The most important factors leading to water scarcity are: low precipitation, high temperatures, low air humidity, unfavorable soil properties and high water abstraction rates. Water stress areas W COMC 1701 E In the BASF Verbund (pronounced "fair-boond"), production facili- ties, energy flow, logistics and infrastructure are intelligently net- worked with each other in order to increase production yields, save resources and energy, and reduce logistics costs. We also make use of the Verbund principle for more than production, applying it for technologies, knowledge, employees, customers, and partners, as well. Andreas Pohlmann Quarterly Statement, 1st Quarter 2017 / Annual Shareholders' Meeting 2017 FSC Half-Year Financial Report 2017 Thorsten Pinkepank, phone: +49 621 60-41976 Investor Relations April 27, 2017 / May 12, 2017 Sustainability Relations Juliana Ernst, phone: +49 621 60-99123 Media Relations General inquiries Contact - Online: basf.com/publications - By phone: +49 621 60-99001 You can also order the reports: You can find this and other BASF publications online at basf.com Published on February 24, 2017 Phone: +49 621 60-0 Dr. Stefanie Wettberg, phone: +49 621 60-48002 Internet Further information July 27, 2017 October 24, 2017 Quarterly Statement, 3rd Quarter 2017 February 27, 2018 Full-Year Results 2017 May 4, 2018 Responsible Care® OUR COMMITMENT TO SUSTAINABILITY BASF supports the chemical industry's global Responsible Care initiative. Quarterly Statement, 1st Quarter 2018/ Annual Shareholders' Meeting 2018 Management's Report Corporate Governance To Our Shareholders 1 Excluding the Chemetall business acquired from Albemarle Corp., Charlotte, North Carolina, in December 2016 This report contains forward-looking statements. These state- ments are based on current estimates and projections of BASF management and currently available information. Future statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such factors include those discussed in the Opportunities and Risks Report from pages 111 to 118. We do not assume any obligation to update the forward-looking statements contained in this report. Forward-looking statements Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consoli- dated Financial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements including the Notes is based on the likewise audited financial statements of the BASF Group companies. The Auditor's Report can be found on page 154 Statements and figures pertaining to sustainability in the Management's Report and Consolidated Financial Statements are also audited. The audit was conducted using ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. The additional content provided on the BASF internet sites indicated in this report is not part of the information audited by KPMG. External audit and evaluation The Consolidated Financial Statements begin on page 151 For more on emissions, see page 103 onward 17 For more on companies accounted for in the Consolidated Financial Statements, see the Notes from page 172 onward The Assurance Report on sustainability information in the BASF Report 2016 can be found at basf.com/sustainability_information 125 12 151 2016 also painfully demonstrated to us that, despite all our caution and protective measures, risks in the chemical industry cannot be ruled out. In October an accident occurred during main- tenance work on a pipeline at the Ludwigshafen site. An explosion resulted in the deaths of four people. Our sympathy is with their families and friends. We are doing everything we can to fully investigate the accident and we will continue to be open and transparent in reporting the findings. If there are ways of further improving our safety, we will pursue them. In the chapter "Environment, Health, Safety and Security," we report all data on the emissions and waste of the world- wide production sites of BASF SE, its subsidiaries, and joint operations based on our stake.1 Work-related accidents' at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management, are compiled world- wide regardless of our stake and reported in full. Further data on transportation safety' and social responsibility refers to BASF SE and its subsidiaries unless otherwise indicated. In 2016, we achieved the goals we set for ourselves for growth and earnings. We successfully grew in the chemicals business and further improved profitability. It was foreseeable that earnings in Oil & Gas would not match the previous year's level. The oil price declined further - by around 15%, to an average of $44 per barrel for Brent crude in 2016. Furthermore, we had divested our gas trading and storage business in the third quarter of 2015. As a result, BASF Group's EBIT before special items of €6.3 billion was slightly lower overall, down by 6% versus the previous year. As expected, sales declined considerably, by 18% to €57.6 billion. Letter from the Chairman of the Board of Executive Directors To Our Shareholders Dear Shareholder, BASF Report 2016 To Our Shareholders BASF on the capital market 10 The Board of Executive Directors of BASF SE 7 the Board of Executive Directors Letter from the Chairman of 231 221 Supplementary Information on the Oil & Gas Segment Overviews Consolidated Financial Statements The chapter "Working at BASF" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2016. Our data collection methods for environmental protection and occupational safety are based on the recommendations of the European Chemical Industry Council (CEFIC). the IIRC framework can be found in the introduction under "How we create value" All information and bases for calculation in this report are founded on national and international standards for financial and sustainability reporting. The data and information for the reporting period were sourced from the expert units responsi- ble using representative methods. The reporting period was the 2016 business year. Relevant information is included up to the editorial deadline of February 21, 2017. The report is pub- lished each year in English and German. Financial reporting according to International Financial Reporting Standards, German Commercial Code and German Accounting Standards Requirements and topics The GRI and Global Compact Index can be found at basf.com/en/gri-gc An illustrated example of BASF's business model as geared toward basf.com/en/global-compact For more on the Global Compact, the implementation of the Global Compact principles, Global Compact LEAD and Blueprint for Corporate Sustainability Leadership, see globalcompact.org and For more on sustainability, see basf.com/sustainability The 2016 Online Report can be found at basf.com/report ■ Sustainability reporting focused on material topics The GRI and Global Compact Index can be found in the online report, providing information on GRI indicators and topics relevant to the Global Compact principles. Our sustainability reporting has been based on Global Reporting Initiative (GRI) standards since 2003 already. For the BASF Report 2016, we have chosen the GRI's "compre- hensive" disclosure criteria. The BASF Report combines the major financial and non- financial information necessary to thoroughly evaluate our performance. We select the report's topics based on the following reporting principles: materiality, sustainability con- text, completeness, balance, and stakeholder inclusion. In addition to our integrated report, we publish further information online. Links to this supplementary information are provided in each chapter. ■ As an integrated report, the BASF Report also serves as a progress report in terms of U.N. Global Compact ■ Sustainability reporting follows Global Reporting Initiative's G4 "comprehensive" international guidelines Content and structure About This Report 3 BASF Report 2016 The BASF team worked hard to quickly implement solutions to the initial major disturbances to the logistics supplying the site. As a result, the economic consequences are considerably smaller than had been expected in the immediate aftermath of the accident. This was an impressive demonstration of the strength of the BASF team. And for this as well, I would like to extend a heartfelt thanks to all employees on behalf of the Board of Executive Directors, especially since 2016 was also a challenging business year. In addition, we served as a pilot enterprise in the develop- ment of the framework for integrated reporting of the Interna- tional Integrated Reporting Council (IIRC). Following this pilot phase, we have been active in the IR Business Network since 2014 in order to discuss our experience with other stake- holders and at the same time receive inspiration for enhancing our reporting. This report addresses elements of the IIRC framework by, for example, using graphics to illustrate how we create value or demonstrate the relationships between finan- cial and nonfinancial performance in the chapters for the seg- ments. The information in the BASF Report 2016 also serves as a progress report on BASF's implementation of the ten principles of the United Nations Global Compact and takes into consideration the Blueprint for Corporate Sustainability Leadership of the Global Compact LEAD platform. The information on the financial position and performance of the BASF Group is based on the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code, the German Accounting Standards (GAS), and the guidelines on alternative perfor- mance measures from the European Securities and Markets Authority (ESMA). Internal control mechanisms ensure the reliability of the information presented in this report. BASF's management confirmed the effectiveness of the internal con- trol measures and compliance with the regulations for financial reporting. The focus and boundaries of this report are based on the results of the materiality analysis together with a strategic evaluation defining key aspects of the value chain. For more on the Global Reporting Initiative, see globalreporting.org For more on our selection of sustainability topics, see page 29 onward and basf.com/materiality ■ Relevant information included up to the editorial deadline of February 21, 2017 Data BASF Report 2016 About This Report 4 BASF GRI GOLD Community PARTICIPANT LEAD Global Compact WE SUPPORT COMPACT THE GLOBAL COMPACT UN GLOBAL For more on our control and risk management system, see page 111 onward BASF Group's scope of consolidation for its financial reporting comprises BASF SE, with its headquarters in Lud- wigshafen, Germany, and all of its fully consolidated material subsidiaries and proportionally included joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements. 2016 got off to a weak start with the oil price at times dipping below $30 per barrel for Brent crude. Our customers were feeling uncertain and were hesitant to place orders. In the first quarter we did not achieve any volume growth. Throughout the rest of the year the impact of our strict spending and cost-discipline measures continually increased. Our excellence program DrivE also delivered the anticipated contributions. Both of these factors played a role in the positive earnings momentum. To Our Shareholders 7 120 130 140 Change in value of an investment in BASF shares in 2016 (With dividends reinvested; indexed) Viewed over a five and ten-year period, the long-term performance of BASF shares still clearly surpasses these indexes. The assets of an investor who invested €1,000 in BASF shares at the end of 2006 and reinvested the dividends in additional BASF shares would have increased to €3,538 by the end of 2016. This represents an annual yield of 13.5%, placing BASF shares above the returns for the DAX 30 (5.7%), EURO STOXX 50 (0.9%) and MSCI World Chemicals (7.0%) indexes. subsequently recovered thanks to factors such as improved Chinese economic data and the U.S. Federal Reserve's initially unchanged interest rate policy. In the fourth quarter, the exten- sion of the European Central Bank's bond-buying program as well as hopes for a growth-promoting economic policy from the newly elected U.S. president led to a year-end rally. On December 30, 2016, Germany's benchmark index, the DAX 30, reached a year's high of 11,481 points, as did the BASF share price at €88.31. This equates to a 24.9% rise in the value of BASF shares compared with the previous year's closing price. Assuming that dividends were reinvested, BASF shares gained 30.1% in value in 2016. The BASF share thus outperformed the German and European stock markets, whose benchmark indexes DAX 30 and DJ EURO STOXX 50 gained 6.9% and 3.7% over the same period, respectively. As for the global industry indexes, DJ Chemicals increased 10.8% in 2016 and MSCI World Chemicals 11.2%. Weak economic data from the United States and China as well as turbulence in the crude oil market led to a negative start to the 2016 stock market year. Gains in oil prices, solid U.S. labor market data and better economic indicators for China led to stock market recovery during the second quarter. The uncer- tainty leading up to the United Kingdom's referendum on E.U. membership influenced the further course of the second quarter. Stock markets suffered considerable losses following the vote on June 23, 2016, to leave the E.U. Share prices Long-term development continues to clearly outperform benchmark indexes BASF share gains 24.9% in 2016 110 ■ Stock markets in 2016 were again marked by a high level of volatility. Particularly contributing to this were fluctuat- ing economic figures in China, crude oil prices and the referendum in the United Kingdom on E.U. membership. In this volatile environment, the BASF share rose by 24.9%, trading at €88.31 at the end of 2016. We stand by our ambitious dividend policy and will propose a dividend of €3.00 per share at the Annual Shareholders' Meeting - an increase of 3.4% compared with the previous year. BASF enjoys solid financing and good credit ratings. BASF once again included in sustainability indexes DJSI World, CDP Proposed dividend per share €3.00 BASF share closing price up by 24.9% year-on-year €88.31 BASF Report 2016 BASF on the capital market BASF share performance 100 90 140 DAX 30 6.9% BASF share 30.1% Dec Nov Oct Sep Aug Jul Jun May Apr Mar Feb Jan 80 80 90 100 110 120 130 BASF on the capital market To Our Shareholders 12 11 The process of structural change in the chemical industry continues, following what appear to be the prevailing trends. BASF adheres to simple principles: Every business should achieve a leading market position if possible and be successful on its own - especially in comparison with its direct competitors. And each business benefits from BASF and from our Verbund - not only in production and logistics but also in research and development and with customers. The Verbund is and will remain the core of BASF. It demands and fosters excellence. We also want to continue to grow profitably with acquisitions. In 2016 we purchased Chemetall, a leading global supplier of surface treatments. Chemetall's products can, for example, protect metals from corrosion or facilitate their machining. They are used in industries such as automotive and aerospace. This business is very close to customers and perfectly complements our coatings activities. At the same time, we have divested activities that were no longer an optimal fit for our portfolio, such as the industrial coatings and polyolefin catalysts businesses, which we success- fully sold. 9 To Our Shareholders Letter from the Chairman of the Board of Executive Directors BASF Report 2016 Digitalization will change BASF in other areas, too. We have bundled, focused and accelerated our digitalization activities under the name BASF 4.0. The digital transformation will influence the way we manage our factories in the future, how we work seamlessly with our suppliers and customers, and how we tap and develop new business opportunities and markets. This report contains examples of how we are doing this. We see digitalization as an opportunity for BASF and for our employees - and we will actively shape it. Innovation and sustainability - which are closely related – are key pillars of our strategy. In order to offer customized solutions to our customers in the various regions and markets, we have continuously expanded our global research and development activities. In 2016 we further developed our approach to innovation. Our researchers are working on using digital technologies even more. We are integrating digital technologies in our research processes and using data to explore new questions. We also want to make greater use of scientific models to predict the properties of chemical structures. These measures help us strengthen our long-term competitiveness and take advantage of new growth opportunities. In recent years, we have increased our investments in new plants worldwide. We have thus created the conditions to enable organic growth. After a phase of high investments, especially in emerging markets, we scaled these back in 2016 as previously announced. In the coming years we plan to invest at a comparable level. We are now filling the existing capacity in our plants and we want to build on the volume growth momentum seen last year. Five years ago, we introduced our "We create chemistry" strategy. It focused on growth from investments, innovation and the further development of our portfolio. The BASF share price trend in 2016 reflected the earnings momentum as well as future expectations. In a volatile market environment our share price developed positively. It closed out the year at €88.31, around 25% higher than at the end of the previous year. The performance of our shares was also impressive: With dividends reinvested, the value of our shares rose by 30%, thus considerably outperforming the DAX 30 (7%), Dow Jones Euro Stoxx 50 (4%) and MSCI World Chemicals (11%) Indexes. As a shareholder, you deserve to appropriately share in this success. We are continuing our dividend policy and propose to raise the dividend again, by 10 cents to €3.00 per share. BASF shares thus once again offer a high dividend yield of 3.4% based on the closing share price at the end of 2016. We want to create value for our shareholders. The benchmark for this is positive EBIT after cost of capital. The considerable improvement in 2016 is especially satisfying because the chemicals business and our crop protection business successfully contributed to this. We were thus able to more than offset the price-related negative contribution from our Oil & Gas business. In the Oil & Gas business we made dramatic adjustments to our costs and expenditures in response to the changing market conditions. As expected, sales and earnings in the segment were significantly below the previous year's level. An important development was our increased production of oil and gas in 2016. Following the sale of our gas trading business we are concentrating on the exploration and production of oil and gas. Our crop protection business performed moderately well in a difficult market environment. Volumes were below the prior-year level, but we managed to keep EBIT before special items stable thanks to strict cost management – we consider this a solid result compared with other industry players. "We have bundled, focused and accelerated our digitalization activities under the name BASF 4.0." successfully contributed to considerable improvement in EBIT after cost of capital." "The chemicals business and our crop protection business BASF Report 2016 Letter from the Chairman of the Board of Executive Directors To Our Shareholders 8 In 2017, we want to grow further and all segments should contribute to this. More importantly, our earnings should rise again, also in the Oil & Gas business, where we assume an average oil price of $55 per barrel of Brent crude in 2017. Business so far this year is in line with our expectations. These expectations are also based on the assumptions that economic conditions will be similar to 2016 and chemical production worldwide will rise by around 3.4%. As the year progressed, we were able to increase BASF's growth. Our sales volumes rose from quarter to quarter. Particularly in Asia, we continuously increased our sales volumes in the chemicals business and grew strongly. This shows that the high investments we made in re- search and development and new production capacity in recent years are paying off. The Perfor- mance Products and Functional Materials & Solutions segments, where we provide our custom- ers with tailor-made solutions for their applications, contributed in particular to this. In both of these segments we significantly improved our profitability, even more than we had expected one year ago. In the Chemicals segment, our earnings nearly matched the previous year's level and were thus slightly better than expected. Despite considerable price erosion for many products as a result of lower raw material prices, we were able to keep margins stable in many cases. However, political uncertainties in particular have rarely been this high. The impact of Brexit remains unpredictable; it affects our competitiveness as well as that of our customers in our home market of Europe, where, moreover, important elections are taking place. Protectionism may seem sweet at first, but it is poison. Around the world, we are seeing a trend towards trying to create prosperity through isolation rather than cooperation. This is another reason why our strategy of producing as much as possible in the local markets is still the right approach. We are cautiously optimistic for 2017. In light of the major uncertainties, we will continue our strict discipline with respect to expenditures and costs. An ongoing task is the further development of our portfolio. We will continue to drive forward the digital transformation in our research and development, in production and in the development of new business models that connect us even more closely with our customers. I can assure you that the BASF team is full of energy and drive - and we will prove it once again in 2017. Sanjeev Gandhi Margret Suckale Dr. Harald Schwager Wayne T. Smith The Board of Executive Directors of BASF SE BASF Report 2016 Michael Heinz Dr. Hans-Ulrich Engel Chief Financial Officer Vice Chairman of the Board of Executive Directors Dr. Martin Brudermüller Chairman of the Board of Executive Directors Dr. Kurt Bock The Board of Executive Directors of BASF SE The Board of Executive Directors of BASF SE To Our Shareholders 10 "In the growth markets in particular we have systematically invested in production, research and development and sales and marketing." "In 2017, we want to grow further and all segments should contribute to this." Kurt Bock Mert back Yours, In the long term, Asia will continue to be the growth driver in the global chemicals market. And China is by far the largest market. In the growth markets in particular we have systematically invested in production, research and development and sales and marketing. We can therefore offer our local customers tailor-made solutions and successfully participate in this growth. MSCI World Chemicals 11.2% BASF has participated in CDP's environmental data repor- ting program since 2004. The CDP represents more than 820 institutional investors who manage over $100 trillion in assets. The CDP's indexes serve as assessment tools for investors. In 2016, BASF achieved a rating of A- and gained leadership status once again. In an analysis of the largest 350 enterprises in Germany, Austria and Switzerland by market capitalization, CDP named BASF among five companies whose efforts have contributed significantly to a reduction in environmental emis- sions. In addition, BASF was one of 24 companies in 2016, out of a total of 607 assessed by CDP, to receive the top grade of "A" for sustainable water management, putting it among the world's leading enterprises in this area. The BASF Group DE000BASF111 International ticker symbol Deutsche Börse London Stock Exchange Swiss Exchange BAS BFA BAS ISIN International Securities Identification Number 2 Management's Report Corporate Governance Consolidated Financial Statements 125 151 Supplementary Information on the Oil & Gas Segment Overviews 221 231 To Our Shareholders 055262505 United States (CUSIP Number) 11450563 52 50 67 68 Price-earnings ratio (P/E ratio)² 13.6 14.8 12.5 16.3 20.0 1 Average, Xetra trading 2 Based on year-end share price Further information on BASF share Securities code numbers Germany Great Britain Switzerland BASF11 0083142 5 50 The BASF Group Corporate strategy Financial position Business review by segment Chemicals Performance Products Functional Materials & Solutions Agricultural Solutions Oil & Gas Other Net assets CE6567% 47 50 55 59 61 74 80 84 47 Results of operations Economic environment The BASF Group business year Goals 19 Value-based management Sustainability management 22 22 26 28 29 Innovation 32 Investments, acquisitions and divestitures 37 Business models and customer relations 39 Working at BASF 40 Social commitment 46 Our strategy % Payout ratio 3.40 51.89 64.79 65.61 65.74 56.70 € 62.17 71.96 € 77.93 70.96 million € 205.6 200.8 224.5 264.5 201.9 million shares 79.28 88.31 96.72 87.36 Year high Year low Year average Daily trade in shares¹ BASF Report 2016 2012 2013 2014 2015 2016 € 71.15 77.49 69.88 70.72 88.31 € 73.09 78.97 3.3 2.8 2.9 3.3 € 5.64 5.31 5.44 5.00 4.83 Dividend per share € 2.60 2.70 2.80 2.90 3.00 Dividend yield² % 3.65 3.48 4.01 4.10 Adjusted earnings per share 89 4.42 5.61 2.9 Number of shares December 31 million shares 918.5 918.5 918.5 918.5 918.5 Market capitalization December 31 billion € 65.4 71.2 64.2 65.0 81.1 Earnings per share € 5.25 5.22 4.34 Year-end price 90 Responsibility along the value chain Suppliers 2010 World population growth We innovate to make our customers more successful. We I want to align our business optimally with our customers' needs and contribute to their success with innovative and sustainable solutions. Through close partnerships with cus- tomers and research institutes, we link expertise in chemistry, We add value as one company. Our Verbund concept is unique in the industry. Encompassing the Production Verbund, Technology Verbund and Know-How Verbund as well as all relevant customer industries worldwide, this sophisticated and profitable system will continue to be expanded. This is how we combine our strengths and add value as one company. We form the best team We innovate to make our customers more successful We drive sustainable solutions We add value as one company Our strategic principles Europe We therefore act in accordance with four strategic principles. - Food and nutrition - Resources, environment and climate Our leading position as an integrated global chemical com- pany gives us the chance to make important contributions in the following three areas: For us, this is what successful business is all about. - Connecting creative minds to find the best solution for market needs - Acting as a fair and reliable partner We live our corporate purpose by: - Sourcing and producing responsibly We want to contribute to a world that provides a viable future with enhanced quality of life for everyone. We do so by creat- ing chemistry for our customers and society and by making the best use of available resources. - Quality of life 735 million Americas Asia Kuantan Regional centers Selected sites +58% 2,478 million +137% 57 million Oceania Africa 9.7 billion Asia 5,267 million +26% Americas 1,217 million +29% Europe 707 million -3.8% 2050 Source: United Nations 36 million Oceania Africa 1,044 million 6.9 billion 4,170 million 944 million We create chemistry for a sustainable future São Paulo Our corporate purpose With the "We create chemistry" strategy, BASF has set itself ambitious goals in order to strengthen its position as the world's leading chemical company. We want to contrib- ute to a sustainable future and have embedded this into our corporate purpose: "We create chemistry for a sustainable future." The BASF Group Management's Report 21 BASF Report 2016 For more on the Verbund concept, see basf.com/en/verbund We also make use of the Verbund principle for more than production, applying it for technologies, knowledge, employ- ees, customers, and partners, as well. Expert knowledge is pooled into our global research platforms. The Verbund system is one of BASF's great strengths. Here, we add value as one company by using our resources efficiently. The Production Verbund intelligently links produc- tion units and energy demand so that, for example, the waste heat of one plant provides energy to others. Furthermore, one facility's by-products can serve as feedstock elsewhere. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and makes use of synergies. ■ Technology and Know-How Verbund Intelligent plant networking in the Production Verbund Competitive environment Verbund BASF has companies in more than 80 countries and supplies products to numerous customers in nearly every part of the world. In 2016, we generated 43% of our sales (excluding Oil & Gas) with customers in Europe. In addition, 26% of sales were generated in North America; 22% in Asia Pacific; and 9% in South America, Africa, Middle East. Viewed over the entire BASF Group, 45% of our sales were to customers in Europe, 25% in North America, 21% in Asia Pacific and 9% in South America, Africa, Middle East. Six Verbund sites and 352 additional production sites worldwide BASF companies in more than 80 countries ■ Markets and sites - Hong Kong BASF Report 2016 Nanjing We operate six Verbund sites and 352 additional produc- tion sites worldwide. Our Verbund site in Ludwigshafen is the world's largest integrated chemical complex. This was where the Verbund principle was originally developed and steadily honed before being implemented at additional sites. BASF holds one of the top three market positions in around 70% of the business areas in which it is active. Our most important global competitors include AkzoNobel, Clariant, Covestro, Dow Chemical, DSM, DuPont, Evonik, Formosa Plastics, Reliance, SABIC, Sinopec, Solvay and many hun- dreds of local and regional competitors. We expect competi- tors from emerging markets to gain increasing significance in the years ahead. Corporate legal structure As the publicly traded parent company, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also the largest operating company. The majority of Group companies cover a broad spectrum of our business. In some, we concen- trate on specific business areas: The Wintershall Group, for example, focuses on oil and gas activities. In the BASF Group Consolidated Financial Statements, 286 companies including BASF SE are fully consolidated. We consolidate eight joint operations on a proportional basis, and account for 34 com- panies using the equity method. As guideline for our conduct and actions Values As strategic basis for our success on the market Principles We create chemistry for a sustainable future Purpose BASF Report 2016 Our strategy Corporate strategy Our strategy Corporate strategy 22 Management's Report Pursuant to Section 317(2)(4) HGB, information disclosed in accordance with Section 315(5) HGB is not included in the audit conducted by the report auditor. - The Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act - Compliance reporting - Corporate Governance Report (except disclosures pursuant to Section 315(4) of HGB) The Declaration of Corporate Governance can be found in the Corporate Governance chapter from page 125 onward and is a component of the Management's Report. It comprises: Declaration of Corporate Governance in accordance with Section 315(5) HGB in connection with Section 289a HGB The Compensation Report can be found in the Corporate Governance chapter from page 138 onward, and the disclo- sures required by takeover law in accordance with Section 315(4) HGB from page 132 onward. They form part of the Management's Report audited by the external auditor. Compensation Report and disclosures in accordance with Section 315(4) of the German Commercial Code (HGB) For more information, see the Notes to the Consolidated Financial Statements from page 172 onward In 2050, nearly ten billion people will live on Earth. While the world's population and its demands will keep growing, the planet's resources are finite. On the one hand, population growth is associated with huge global challenges; and yet we also see many opportunities, especially for the chemical industry. Antwerp Ludwigshafen Geismar Florham Park 103 107 109 119 122 Management's Report BASF Report 2016 Management's Report 19 The BASF Group 101 Global leader In 80+ countries Employees contribute to our success Broad portfolio 5 segments 13 operating divisions 86 strategic business units At BASF, we create chemistry for a sustainable future. As the world's leading chemical company, we combine eco- nomic success with environmental protection and social responsibility. The approximately 114,000 employees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is arranged into five segments: Chemicals, Performance Products, Functional Materials & Solutions, Agricultural Solutions and Oil & Gas. Organization of the BASF Group Thirteen divisions grouped into five segments BASF is the world's leading chemical company 98 97 88$$b$རྔུ⪜༅ # Raw materials Environment, health, safety and security Responsible Care Management System Transportation and storage Production Product stewardship Energy and climate protection Water Air and soil Forecast Opportunities and risks report Economic environment in 2017 Outlook 2017 92 92 94 96 96 111 111 ■ Regional divisions, corporate units and research and functional units support our business Thirteen divisions divided into five segments bear operational responsibility and manage our 57 global and regional business units. The divisions develop strategies for our 86 strategic business units and are organized according to sectors or products. Our regional units are responsible for optimizing local infra- structure, and contribute to tapping our market potential. For financial reporting purposes, we organize our regional divisions into four regions: Europe; North America; Asia Pacific; and South America, Africa, Middle East. Until the end of 2016, three central divisions, six corporate units and ten competence centers supported the BASF Group's business activities in areas such as finance, engineer- ing, investor relations, communications and research. At the beginning of 2017, we reassembled these into five research units, eight functional units and seven corporate units. We realigned the organizational structures in selected functional units. These include Procurement, Human Resources and Supply Chain Operations & Information Services, along with Environmental Protection, Health & Safety and European Site & Verbund Management. With this organization, we are aligning ourselves more closely to customer and market needs and reducing internal interfaces. 33% - Coatings Performance Materials 4 Agricultural Solutions 5 Oil & Gas 6 Other Crop Protection 10% Oil & Gas 5% 2 3% 20 Management's Report The BASF Group BASF sites Freeport Functional Materials & Solutions Regional results 3 Catalysts BASF structure Percentage of total sales in 2016 1 Chemicals - Petrochemicals - - Monomers 4 23% 5 6 - Intermediates Dispersions & Pigments Care Chemicals 2 Performance Products 26% - Nutrition & Health Performance Chemicals - - Construction Chemicals ● Selected research and development sites Key BASF share data To Our Shareholders MSCI World Index 6 8.7% 1 Germany 40% 5 6.5% 2 United States and Canada 18% DJ Chemicals 0.3% United Kingdom and Ireland 11% 4 4 Rest of Europe 17% 5 Rest of world 5% 3 6 3 Not identified DAX 30 With over 500,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the shareholder structure carried out at the end of 2016 showed that, at 18% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for 11%. Shareholders from the United Kingdom and Ireland hold 11% of BASF shares, while institutional investors from the rest of Europe hold a further 17% of capital. Approximately 29% of the company's share capital is held by private investors, most of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. BASF on the capital market BASF Report 2016 To Our Shareholders BASF on the capital market 13 Long-term performance of BASF shares compared with indexes (Average annual increase with dividends reinvested) 2011-2016 14.4% 14.2% 10.5% 11.8% Shareholder structure (by region) 2006-2016 5.7% 0.9% 7.0% BASF share DAX 30 EURO STOXX MSCI World Chemicals Weighting of BASF shares in important indexes as of December 31, 2016 Broad base of international shareholders 13.5% 9% Verbund sites Proposed dividend of €3.00 per share At the end of 2016, the financial indebtedness of the BASF Group was €16.3 billion. Liquid funds including marketable securities amounted to €1.9 billion. The average maturity of our financial indebtedness was 5.6 years. The company's medium to long-term debt financing is predominantly based on corporate bonds with a balanced maturity profile. In 2016, BASF issued several bonds to finance, among other things, the acquisition of Chemetall. For short-term debt financing, BASF SE has a commercial paper program with an issuing volume of up to $12.5 billion. As backup for the commercial paper program, there are committed, broadly syndicated credit lines of €6 billion available; these are not being used at this time. For more on financial indebtedness and maturities, see page 56 onward and the Notes from page 204 onward Analysts' recommendations Around 30 financial analysts regularly publish studies on BASF. At the end of 2016, 43% recommended buying our shares (end of 2015: 32%) and 39% recommended holding them (end of 2015: 40%), while 18% had a sell rating (end of 2015: 28%). The average target share price ascribed to BASF by analysts was €79.65 in December 2016. Continuously updated analyst estimates on BASF are available at basf.com/share BASF Report 2016 To Our Shareholders BASF on the capital market 15 Close dialog with the capital market ■ Rated "A1/P-1/outlook stable" by Moody's and "A/A-1/out- look stable" by Standard & Poor's, BASF enjoys good credit ratings, especially compared with competitors in the chemical industry. Rating agency Scope has also been evaluating our creditworthiness since September 2016. It rates BASF at "A/S-1/outlook stable." Roadshows for institutional investors and talks with rating agencies Our corporate strategy aims to create long-term value. We support this strategy through regular and open communica- tion with all capital market participants. To keep institutional investors and rating agencies informed, we host numerous one-on-one meetings and roadshows worldwide. We also hold informational events to provide private investors with an insight into BASF. In 2016, around 1,500 private investors took the opportunity to attend such events in Germany and Austria. At the end of September 2016, we informed analysts and investors at our "Roundtable Asia Pacific" event in London about our activities in the region as well as the growth potential for the chemical industry. With the aid of concrete measures and examples, it was explained how BASF intends to continue growing profitably in the Asia Pacific region in the future. In 2016, we once again held special events aimed toward investors who base their investment decisions on sustainability criteria. There, we outlined in particular our measures for climate protection and energy efficiency. In addition, we offered several special creditor relations roadshows, where creditors and credit analysts could learn more about our busi- ness and financing strategy. Investors can find comprehensive information about BASF and BASF shares on our website and on social media plat- forms. Analysts and investors have confirmed the quality of our communication work: We took first place among European chemical companies in the annual survey conducted by Britain's IR Magazine. Institutional Investor Magazine recog- nized BASF in such areas as best investor day and best inves- tor relations program in the European chemical industry. Moreover, the British IR Society honored the integration of sustainability reporting into BASF's corporate communications activities with first place in this international category. BASF won the Building Public Trust Award from auditing firm Price- waterhouseCoopers for best integrated corporate report in 2015. The award, which was presented in Germany for the first time, is intended to recognize companies for their open, honest and transparent reporting, not just of the classic repor- ting elements but also nonfinancial aspects such as sustain- ability, risk management and corporate governance. For more about BASF stock, see basf.com/share Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com 16 2 BASF Roundtable Asia Pacific Good credit ratings and solid financing Information events for private investors For more on the key sustainability indexes, see basf.com/sustainabilityindexes At the Annual Shareholders' Meeting, the Board of Executive Directors and the Supervisory Board will propose a dividend payment of €3.00 per share. We stand by our ambitious divi- dend policy and plan to pay out nearly €2.8 billion to our shareholders. Based on the year-end share price for 2016, BASF shares offer a high dividend yield of 3.4%. BASF is part of the DivDAX share index, which contains the fifteen compa- nies with the highest dividend yield in the DAX 30. We aim to increase our dividend each year, or at least maintain it at the previous year's level. For more on energy and climate protection, see page 103 onward Employees becoming shareholders In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2016, for example, around 24,000 employees (2015: 21,600) purchased employee shares worth about €59 million (2015: €60 million). For more on employee share purchase programs, see page 45 2.50 Dividend per share¹ (€ per share) 3.00 2.20 1.95 1.95 1.70 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2.90 2.80 2.70 2.60 ■ 14 To Our Shareholders BASF on the capital market BASF Report 2016 BASF a sustainable investment ■ BASF once again included in DJSI World sustainability index in 2016 In September 2016, BASF shares were included in the Dow Jones Sustainability World Index (DJSI World) for the sixteenth year in succession. As one of the most well-known sustain- ability indexes, the DJSI World represents the top 10% of the 2,500 largest companies in the S&P Global Broad Market Index based on economic, environmental and social criteria. CDP again awards BASF leadership status and honors company's sustainable water management 1 Adjusted for two-for-one stock split conducted in 2008 per one million working hours 2025 Goals Production BASF Report 2016 Reduction of worldwide lost-time injury rate Reduction of worldwide process safety incidents per one million working hours Energy and climate protection Product stewardship Risk assessment of products that we sell in quantities of more than one metric ton per year worldwide Management's Report 27 Our strategy Goals Health Performance Index 3 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. Status at end of 2016 The project has been implemented for around 78,150 employees worldwide. Page 43 84.6% Page 43 36.4% Page 43 19.8% More on Systematic, global employee development as shared responsibility of employees and leaders based on relevant processes and tools Proportion of senior executives with international experience over 80% Increase in proportion of non-German senior executives (baseline 2003: 30%) Long-term goals Status at end of 2016 Page 42 More on (37.2%) 1.4 2025 Goal Increase the proportion of sales generated by products that make a particular contribution to sustainable development ("Accelerators") Products and solutions Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites (excluding Oil & Gas) Water 4 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. Page 104 Employee development (40%) Page 104 42.3% 90% Coverage of our primary energy demand by introducing certified energy management systems (ISO 50001) at all relevant sites4 Reduction of greenhouse gas emissions per metric ton of sales product (excluding Oil & Gas, baseline 2002) More on Status at end of 2016 2020 Goals Page 101 75.4% >99% More on Status at end of 2016 2020 Goal Page 99 0.96 Annual goal >0.9 Page 99 2.0 ≤0.5 Page 98 ≤0.5 Senior executives with international experience More on 22-24% BASF Report 2016 Goals Our strategy Goals 26 Management's Report Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments 3 Comprises EU15, Norway, Switzerland, United States, Canada, Japan, South Korea, Australia, New Zealand 2 Percentage of BASF Group sales (excluding Oil & Gas) by location of customer 66% 73% Industrialized countries³ | Emerging markets 27% 2006 34% 2016 Sales² in emerging markets For more on current developments, see the Regional Results on page 91 For more on our goals, see page 26 onward Compared with 2015, sales (excluding Oil & Gas) at our companies headquartered in the emerging markets declined by 3% to €14,849 million. Increased sales volumes could only partly compensate for negative currency and price effects. Measured by customer location, sales (excluding Oil & Gas) in the emerging markets fell by 4% to €18,742 million. This brought sales to customers in emerging markets to around 34% of total sales (excluding Oil & Gas) in 2016. In the years ahead, we want to continue expanding this percentage. Growth in the emerging markets remained overall stable in 2016 as compared with the previous year. In China, govern- ment support measures kept growth from slowing down as much as we had expected. The other emerging markets of Asia were able to largely retain their growth dynamic. Gross domestic product continued to drop in South America. Brazil found itself in a severe recession, while gross domestic prod- uct decreased slightly in Argentina, as well. Economic perfor- mance in Russia shrank only marginally after sharp declines in the previous year; a contributing factor was the stabilization of oil prices. Overall, the emerging markets of eastern Europe were able to post slight growth once again. In the years ahead, we want to grow even more vigorously in the emerging markets and further expand our position there. Today's emerging markets are expected to account for around 60% of global chemical production in 2020. We aim to benefit from the above-average growth in these regions and therefore plan to invest more than a quarter of our capital expenditures¹ there between 2017 and 2021. Business expansion in emerging markets For more on innovation, see page 32 onward Our three global technology platforms are each based in one of the regions particularly significant for us: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materials & Systems Research (Shanghai, China) and Bioscience Research (Research Triangle Park, North Carolina). We want to continue expanding our research and development activities on a global level, and are also adapting this to the growth in regional markets. The stronger global presence of our research and development opens up new opportunities to actively participate in worldwide innovation processes and gain access to talent. We drive intensive research and development activities in our established business areas. One focus of our research is on the enhancement and innovative application of specific key technologies. They pool the diverse competencies of our inter- national Research and Development Verbund to strengthen our competitive ability in the long-term. We also work on specific growth fields in order to develop future business fields for BASF. With our research, we aim to make a decisive contribution to innovative solutions for global challenges and contribute to sustainable development. Innovations in chemistry are needed to meet the needs of the growing world population on a long-term basis. The develop- ment of innovative products and solutions is, therefore, of vital significance for BASF. In the long term, we aim to continue significantly increasing sales and earnings with new and improved products. Effective and efficient research is therefore indispensable. Innovations for a sustainable future Management's Report 25 Our strategy - Corporate strategy BASF Report 2016 For more on Compliance, see page 134 onward We carry out our corporate purpose, “We create chemistry for a sustainable future," by pursuing ambitious goals along our entire value chain. In this way, we aim to achieve profitable growth and take on social and environmental responsibility. We are focusing on issues through which we as a company can make a significant contribution. Goal areas along the value chain Suppliers 2021 Goal Proportion of women in leadership positions with disciplinary responsibility Employees 2 Baseline 2015: excluding business transferred to Gazprom €1.1 billion €3.6 billion (4.6%)² 5.3%² €0.10 €2.90 2015 2016 €57.6 billion €10.5 billion Change since Premium on cost of capital Free cash flow Dividends per share paid out EBITDA Sales International representation among senior executives³ For more on our Results of Operations, see pages 50 to 54 Growth and profitability Assessment of sustainability performance of relevant suppliers¹ according to our risk-based approach; development of action plans where improvement is necessary 1 We define relevant suppliers as those showing an elevated sustainability risk potential as identified by risk matrices and with respect to corresponding country risks. Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. Page 92 32% 70% Status at end of 2016 Status at end of 2016 2020 Goal Products and solutions Customers Growth and profitability; Employees; Production; Product stewardship; Energy and climate protection; Water BASF Procurement Procurement As determined in 2015, our aim for the years ahead is, on average, to grow sales slightly faster and EBITDA considerably faster than global chemical production (excluding pharma- ceuticals; 2016: 3.4%), and to earn a significant premium on our cost of capital. Moreover, we strive for a high level of free cash flow each year, either raising or at least maintaining the dividend at the prior-year level. The goals for sales and EBITDA are based on the 2015 figures, excluding contributions from the business disposed of in the asset swap with Gazprom in September 2015. More on Value-based management throughout the company 42.6% to 28% Increase proportion of sales gener- ated by Accelerator products 2020 Goal "Accelerator" products make a particular contribution to sustainability in the value chain. That is why we want to increase the proportion of sales from Accelerator products to 28% by 2020. In 2016, this figure was at 27.2%. A significant lever for the targeted steering of our product portfolio, based on the sustainability performance of our prod- ucts, is the Sustainable Solution SteeringⓇ method. By the end of the 2016 business year, BASF had conducted sustainability assessments and ratings for 95.9% of its entire relevant port- folio of more than 60,000 specific product applications - which account for €53.2 billion in sales. We consider the products' application in various markets and industries. Because of increasing sustainability requirements on the market, we regularly conduct reassessments of existing product catego- ries as well as of the relevant portfolio. Significant sustainability concern identified and action plan in development Specific sustainability issues which are being actively addressed Meets basic sustainability standards on the market Our strategy - Sustainability management Management's Report 31 4.2% 0.3% Transitioner Challen Sustainable Solution SteeringⓇ One of our Accelerator products for the agricultural sector is Limus, an additive for urea-based fertilizers. Using purely urea-based fertilizers means the loss of a large portion of nitro- gen one of the most important crop nutrients - through the activity of the urease enzyme. Adding Limus inhibits this enzyme and ensures a constant supply of nitrogen. At the same time, less ammonia is released into the atmosphere. Ammonia contributes to smog, as well as to overfertilization and alternation of the ecosystem. LimusⓇ thus leads to more consistent harvest yields while protecting the environment. Performer Substantial sustainability contribution in the value chain Accelerator 27.2% Sustainable Solution SteeringⓇ: How BASF's products contribute to sustainability BASF Report 2016 We contribute our approach and expertise to current debates on the monetary value of the economic, environmen- tal and social impact of business decisions. We share our experience in networks and are involved in the corresponding standardization processes within the International Organiza- tion for Standardization (ISO). This transparency supports the integrated character of our actions, contributing to BASF's long-term success. The results of these assessments are helpful in our discussions with stakeholders, in internal progress measurements, and in decision-making processes. Building on this, BASF has been developing a new method with external experts since 2014 to perform the first monetary assessment of the economic, ecological, and social impacts of its business activities along the value chain: the "Value to Society" approach. It enables a direct comparison between financial and nonfinancial effects on society, along with how these interact. In order to achieve this, we need to understand better than ever how our actions impact society and the environment. We already have many years of experience evaluating our prod- ucts and processes using such methods as eco-efficiency analyses, the Sustainable Solution SteeringⓇ portfolio analysis, or BASF's corporate carbon footprint. We want to measure the value proposition of our actions along the entire value chain, aware that our business activities are connected to both positive and negative impacts on the envi- ronment and society. We strive to increase our positive contri- bution to society and minimize the negative effects of our business activities. ■ Evaluating sustainability performance to steer product portfolio Value to Society: method for assessing economic, environmental and social impact of business activities along the value chain Creating value 68.3% "Transitioners" are products with specific sustainability challenges that are being actively tackled. Due to the adjust- ment of the portfolio under evaluation, the number of these products rose in 2016. A fuel additive from our KeropurⓇ line is one example of how we enhance the sustainability perfor- mance of our products. Such innovative fuel additives increase the efficiency of combustion engines. The result is reduced fuel consumption, and therefore fewer pollutant emissions. KeropurⓇ 3638 is categorized as a Transitioner because it contains a liquid hydrocarbon mixture. This hydrocarbon mix- ture contains naphthalene, which categorizes it as a CMR (carcinogenic, mutagenic or toxic for reproduction) substance. In order to address some of our customers' occupational safety concerns, a research project was begun and a solution developed. Customers can now obtain the alternative Keropur 3708, free of CMR substances. For all products classified as "Challenged," we aim to develop prompt plans of action, even in the case of portfolio revisions and product reassessments. These action plans can include research projects, reformulations or even replacing one product with an alternative product. At the end of 2016, action plans had been created for 100% of Challenged products. Innovations based on chemistry require market-oriented research and development focused on the needs of our customers. That is why our cross-divisional corporate research is closely aligned with the requirements of our operating Our research pipeline comprised approximately 3,000 proj- ects in 2016. Expenses for research and development amounted to around €1,863 million, slightly below the prior year's level (€1,953 million). This was particularly attributable to the rearrangement of research activities in plant biotechnology and the corresponding adjustment of site structure in North America and Europe. Operating divisions were responsible for 79% of total research and development expenses in 2016. The remaining 21% was allocated to cross-divisional corpo- rate research focusing on long-term topics of strategic impor- tance to the BASF Group. We strive to maintain the recent years' high level of spending on research and development. Globalizing research and strengthening regional competencies Increased use of digital technologies Enhanced innovation approach with strong focus on customers and markets ■ ■ Strategic focus In our excellence program "UNIQUE - The BASF Academic Partnership Program," we are working intensively with fifteen leading universities around the world. BASF also runs four postdoc centers that pool collaborations with several research groups on a regional level. The North American Center for Research on Advanced Materials (NORA) and the California Research Alliance (CARA) are located in North America. The Joint Research Network on Advanced Materials and Systems (JONAS) is active in Europe, while the Network for Advanced Materials Open Research (NAO) covers the Asia Pacific region. In order to continuously promote exchange with external customers and partners, we have integrated the Creator Space approach from our 2015 anniversary year into our regular research activities. We use this program to develop innovative ideas. disciplines. The direct access to external scientific expertise, new technologies and talented minds from various disciplines strengthens our portfolio with creative new projects. Our global network of about 600 universities, research insti- tutes and companies forms an important part of our Know- How Verbund. We collaborate with them in many different Network with around 600 universities, research institutes and companies Global network In 2016, we generated sales of over €10 billion with prod- ucts launched on the market since 2011 that stemmed from research and development activities. In the long term, we aim to continue significantly increasing sales and earnings with new and improved products. For BASF, innovation is the key to successfully standing out from the crowd in a challenging market environment. Our inno- vative strength is based on our global team of highly qualified employees with various specializations. We had around 10,000 employees involved in research and development in 2016. Our three global technology platforms are each run from one of the regions particularly significant for us - Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materials & Systems Research (Shanghai, China) and Bioscience Research (Research Triangle Park, North Carolina). Together with the development units in our operating divisions, they form the core of our global Know-How Verbund. BASF New Business GmbH and BASF Venture Capital GmbH supplement this network with the task of using new technologies to tap into attractive markets and new business models for BASF. A growing need for food, clean water and energy, limited resources and a booming world population - reconciling all these factors is the greatest challenge of our time. Innovations based on chemistry play a key role here, as they contribute decisively to new solutions. Effective and efficient research and development are a prerequisite for innovations as well as an important growth engine for BASF. We work in interdisciplinary teams on innovative processes and products for a sustainable future. This is how we ensure our long-term business success with chemistry-based solutions for almost all sectors of industry. Projects in research pipeline Around 3,000 Spent on research and development €1,863 million Employees in research and development worldwide Around 10,000 BASF Report 2016 Innovation Innovation 32 Management's Report For more on our sustainability instruments, see basf.com/en/measurement-methods and page 94 For more on Sustainable Solution SteeringⓇ, see basf.com/en/sustainable-solution-steering We furthermore promoted sustainability topics in 2016 through various joint projects with partners along the value chain. One such project involved supporting the agricultural trading company AGRAVIS Raiffeisen AG, based in Münster/ Hannover, in conducting calculations for the manufacture of sustainable feed mixes. BASF developed an online calculation program that compares various feed mixes for pigs using sustainability criteria along the entire value chain. The under- lying eco-efficiency analysis measures various parameters like emissions to water, land use, CO2 emissions and costs. Cus- tomers can use this information to figure out how to reduce their products' environmental impact while keeping an eye on costs. For example, a comparison between conventional and optimized feed mixes showed how impact on the environment can be significantly reduced while production costs remain nearly unchanged. Major factors here included minimizing water and land use. With new combinable feed mixes contain- ing grain by-products and other ingredients, reductions can be attained in the use of arable land for producing feed for hogs. For more on Value to Society (methodology and results), see basf.com/en/value-to-society For more on sustainability in procurement, see page 92 onward For more on our human rights position, see basf.com/humanrights and pages 45 and 134 For more on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication For more on stakeholder dialog, see basf.com/en/dialog For more on the Stakeholder Advisory Council, see basf.com/en/stakeholder-advisory-council For more on the development of the figures outlined in Results of Operations, see page 50 onward According to our value-based management concept, all employees can make a contribution in their business area to help ensure that we earn the targeted premium on our cost of capital. We pass this value-based management concept on to our team around the world through seminars and training events, thereby promoting entrepreneurial thinking at all levels within BASF. + We primarily comment on EBIT before special items on a segment and division level in our financial reporting. Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expen- ses and income that arise outside of ordinary business activi- ties. Adjusting for special items makes EBIT before special items an especially suitable figure for illustrating development over time. In addition to EBIT before special items, we also report on sales as a further main driver for EBIT after cost of capital. BASF's nonfinancial targets are focused more on the long term, and are not used for short-term steering. All this forms a consistent system of value drivers and key indicators for the individual levels and functions at BASF. In addition to EBIT after cost of capital, EBIT and EBIT before special items are the most significant performance indicators for measuring economic success as well as for steering the BASF Group and its operating units. An important factor in ensuring the successful implemen- tation of value-based management is linking the goals of BASF to the individual target agreements of employees. In the operating units, the most important performance indicator is EBIT after cost of capital. By contrast, the functional units' contribution to value is assessed on the basis of effectiveness and efficiency. For us, value-based management means the daily focus placed on value by all of our employees. To this end, we have identified value drivers that show how each and every unit in the company can create value. We develop performance indi- cators for the individual value drivers that help us to plan and pursue changes. Exercising a value-oriented mindset in day-to-day business by every employee The cost of capital basis consists of a segment's oper- ating assets plus the customer and supplier financing not included there. Operating assets comprise the current and noncurrent asset items¹ used by the operating divisions. The cost of capital percentage (weighted average cost of capital, WACC) is determined using the weighted cost of capital from equity and borrowing costs. The cost of equity is ascertained using the Capital Asset Pricing Model. Borrowing costs are determined based on the financing costs of the BASF Group. EBIT after cost of capital, which we use as a steering parameter, is a pretax figure. Therefore, we use the current average tax rate to derive the pretax cost of capital percentage from the WACC. The projected net expense of Other is already provided for by an adjustment in the cost of capital percentage. To calculate EBIT after cost of capital, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other - not allocated to the segments - and subtract the cost of capital of the BASF Group from the resulting figure. Cost of capital is determined by applying cost of capital before taxes to the value of the cost of capital basis at each month end. Monthly cost of capital is then added up over the course of the year. Cost of capital determined using cost of capital percentage and cost of capital basis - Responsible: We act responsibly as an integral part of soci- ety. In doing so, we strictly adhere to our compliance stan- dards. And in everything we do, we never compromise on safety. Calculating EBIT after cost of capital Income from operations (EBIT) after cost of capital is a key performance and management indicator for the BASF Group, its operating divisions and business units. This figure combines the company's economic situation as summarized in EBIT with the costs for the capital made available to us by shareholders and creditors. When EBIT exceeds cost of capital, we earn a premium on our cost of capital and exceed the return expected by our shareholders. Performance and management indicator EBIT after cost of capital "We add value as one company" is one of the four princi- ples of our "We create chemistry" strategy. To create value in the long term, a company's earnings must exceed the cost of stockholders' equity and borrowing costs. This is why we strive to earn a significant premium on our cost of capital. To ensure BASF's long-term success, we encourage and support all employees in thinking and acting entrepreneurially in line with our value-based management concept. Our goal: to create awareness as to how each and every employee can find value-oriented solutions in the company's day-to-day operations and implement these in an effective and efficient manner. BASF Report 2016 Value-based management Our strategy Value-based management 28 Management's Report Page 30 27.2% 28% More on Status at end of 2016 2020 Goal Page 107 1 These include fixed assets, intangible assets, investments accounted for using the equity method, inventories, trade accounts receivable, other receivables generated by core business activities, and other assets as well as any assets of disposal groups. 100% BASF Report 2016 Management's Report 29 Our strategy Sustainability management Corporation have made use of their right to establish a Political Action Committee (PAC). The BASF Corporation Employee PAC is a voluntary, federally registered employee association founded in 1998. It collects donations for political purposes and independently decides how these are used, in accordance with U.S. law. Our lobbying and political communications are conducted in accordance with transparent guidelines and in keeping with our publicly stated positions. BASF does not financially sup- port political parties. In the United States, employees at BASF We are part of the Global Business Initiative on Human Rights (GBI). This group of globally operating companies from various branches aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. With inter- national experts at the GBI conference in South Africa, we discussed how we can support a mining company and BASF supplier in fulfilling its responsibilities with respect to human rights. BASF is involved in worldwide initiatives with various stakeholder groups, such as the U.N. Global Compact. BASF's Chairman of the Board of Executive Directors is a member of the United Nations Global Compact Board. As a member of the U.N. Global Compact LEAD initiative, we support the implementation of the "Agenda 2030" and its Sustainable Development Goals. BASF is also active in local Global Com- pact networks. We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we aim to promote open exchange between citizens and our site management, and strengthen trust in our activities. In 2016, we developed new, globally applicable requirements for community advisory panels at our sites. These minimum requirements are oriented toward the griev- ance mechanisms outlined in the U.N. Guiding Principles for Business and Human Rights. We keep track of their imple- mentation through the existing global databank of the Responsible Care Management System. To involve our stakeholders even more closely, members of the Board of Executive Directors once again met with the Stakeholder Advisory Council in 2016 to discuss important aspects of sustainability. Topics include further integrating sustainability into our company, as well as our new "Value to Society" approach. This involves evaluating the societal bene- fits and costs generated by BASF's business activities. Our stakeholders include customers, employees, suppliers and shareholders, as well as representatives from science, industry, politics, society and media. Parts of our business activities, such as the use of new technologies, are frequently viewed by our stakeholders with a critical eye. In order to increase societal acceptance for our business activities, we take on critical questions, assess our business activities in terms of their sustainability, and communicate transparently. Such dialogs help us to even better understand society's expectations of us and which measures we need to pursue in order to establish trust and build partnerships. Constant dialog with our stakeholders Engaging stakeholders BASF Report 2016 Our strategy Sustainability management 30 Management's Report For more on standards in our supply chain, see page 92 onward For more on Compliance and our Code of Conduct, see page 134 onward For more on our materiality analysis, see basf.com/materiality For more on our financial and sustainability goals, see page 26 onward For more on our production standards, see page 98 onward For more on the organization of our sustainability management, see basf.com/sustainabilitymanagement Our risk management supports our long-term business success. We aim to reduce potential risks in the areas of envi- ronment, safety and security, health protection, product stewardship, compliance, and labor and social standards by setting ourselves globally uniform requirements that frequently go beyond legal requirements. Internal monitoring systems and complaint mechanisms enable us to check compliance with these standards: they include, for example, question- naires, audits and compliance hotlines. All employees, manag- ers, and Board members are required to abide by our global Code of Conduct, which defines a mandatory framework for our business activities. We take advantage of business opportunities by offering our customers innovative products and solutions that contrib- ute to sustainable development. We ensure that sustainability criteria are integrated into our business units' development and implementation of strategies, research projects, and inno- vation processes. For example, we analyze sustainability- related market trends in customer industries, such as the packaging industry, in order to zero in on taking advantage of new business opportunities. Relevant topics resulting from these commitments form the focal points of our reporting, which we integrate into our long- term steering processes. - We drive sustainable solutions. - We respect people and treat them fairly. - We produce safely for people and the environment. - We produce efficiently. They provide strategic orientation for BASF's commitments in meeting the growing challenges along the value chain: - We source responsibly. We were already using a materiality analysis back in 2013 to identify such topics as energy and climate, water, resources and ecosystems, responsible production, and employment and employability. A strategic evaluation process built upon this in 2015 and 2016 to define new focus topics along the value chain. Through our materiality analysis, constant dialog with stakeholders, and our many years of experience, we are con- tinuously developing a better understanding of significant topics and trends as well as potential opportunities and risks along our value chain. We have created structures to promote sustainable, entre- preneurial actions all the way from strategy to implementation. The Corporate Sustainability Board is BASF's central steering committee for sustainable development. It is comprised of the heads of our business, corporate and functional units as well as of the regions. A member of the Board of Executive Direc- tors serves as chair. We have also established an external, independent Stakeholder Advisory Council. Here, international experts from science and society contribute important external perspectives to discussions with BASF's Board of Executive Directors, thereby helping us expand our strengths and identify our potential for improvement. As the world's leading chemical company, we aim to add value in the long term for our company, the environment, and soci- ety. Sustainability is a driver for growth as well as an element of our risk management. That is why we incorporate aspects of sustainability into our decision-making processes and have defined clear responsibilities in our organization. Recognizing significant topics and trends Taking advantage of business opportunities ■Minimizing risks Strategy Sustainability is an integral part of our corporate strategy. Using the various tools of our sustainability management, we carry out our company purpose: "We create chemistry for a sustainable future." Sustainability is integrated into our core business, in line with our strategic principle "We drive sustainable solutions." This is how we seize business opportunities and minimize risks along the value chain. Sustainability management Our investment decisions for property, plant and equip- ment and financial assets also involve sustainability criteria. Our decision-making is supported by expert appraisals that assess economic implications as well as potential effects on the environment, human rights or local communities. Entrepreneurial: All employees contribute to BASF's success - as individuals and as a team. We turn market needs into customer solutions. We succeed in this because we take ownership and embrace accountability for our work. Management's Report 23 Our strategy Corporate strategy Global standards We are constantly developing our brand image. We regu- larly measure awareness of and trust in our brand, and there- fore in our company. A global market research study con- ducted every two years showed in 2016 that, in terms of awareness and trust, BASF is above the industry average in numerous countries. The study collected data on respon- dents' aided awareness of BASF and our most important competitors. Our goal is to continue increasing awareness of BASF in all of our relevant markets. Wherever our stakeholders encounter our brand, we want to convince them that BASF stands for connectivity, intelligent solutions, value-adding partnerships, an attractive working environment and sustainability. This contributes to our custom- ers' confidence in their buying decisions and to our company value. "Connected" describes the essence of the BASF brand. Connectivity is one of BASF's great strengths. Our Verbund concept realized in production, technologies, knowledge, employees, customers and partners enables innovative solutions for a sustainable future. The claim that "We create chemistry," as stated in the BASF logo, helps us embed this solution-oriented strategy in the public consciousness. Our brand creates value by helping communicate its benefits for our stakeholders as well as our values. We rely on a strong brand in order to further expand our posi- tion as the world's leading chemical company. Our brand is derived from our strategy and our corporate purpose "We create chemistry for a sustainable future" as well as our strategic principles and values. - BASF brand in chemical industry Above-average awareness of, and trust in, ■ The BASF brand BASF Report 2016 Our strategy Corporate strategy 24 Management's Report For more on our materiality analysis, see basf.com/materiality - We drive sustainable solutions. - We respect people and treat them fairly. - - We produce efficiently. -We produce safely for people and the environment. - - We source responsibly. Our long-term economic success is dependent on societal acceptance of our business activities. That is why we have formulated clear expectations for our conduct along the value chain: We used a materiality analysis to identify and rank relevant sustainability issues. These topics include, for example, energy and climate, water, resources and ecosystems, responsible production, and employment and employability. ■ We set ourselves goals along the value chain for our focus areas Our focus areas Open: We value diversity - in people, opinions and experi- ences. That is why we foster dialog based on honesty, respect and mutual trust. We develop our talents and capabilities. BASF Report 2016 ■ We act according to clearly defined values and standards of conduct that comply with or go beyond laws and regulations For more on our goals, see page 26 onward Our standards fulfill or exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: We review our performance with regular audits biology, physics, materials science and engineering to jointly develop customized products, functional materials, and sys- tem solutions as well as processes and technologies. We drive sustainable solutions. In the future, sustainability will more than ever serve as a starting point for new business opportunities. That is why sustainability and innovation are becoming significant drivers for our profitable growth. We form the best team. Committed and qualified employees around the world are the key to making our contribution to a sustainable future. Because we want to form the best team, we offer excellent working conditions and inclusive leadership based on mutual trust, respect and dedication to top perfor- mance. For more on innovation, see page 32 onward For more on business opportunities with sustainability, see page 29 onward For more on the Best Team Strategy, see page 40 onward ■ Creative ■ Open ■ ■ Responsible Our values Entrepreneurial - The ten principles of the U.N. Global Compact - The Universal Declaration of Human Rights and the two U.N. Human Rights Covenants - The core labor standards of the ILO and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) - The OECD Guidelines for Multinational Enterprises - The Responsible Care Global Charter - The German Corporate Governance Code norms. Our business partners are expected to comply with pre- vailing laws and regulations and to align their actions with internationally recognized principles. We have established monitoring systems to ensure this. We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with voluntary commitments and monitor our performance in terms of the environment, health and safety using our Responsible Care Management System. In terms of labor and social standards, this takes place using three elements: the Compli- ance Program (including the external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations), and the global management process for the respect of international labor For more on the Responsible Care Management System, see page 96 For more on Corporate Governance, see page 125 onward Creative: In order to find innovative and sustainable solutions, we have the courage to pursue bold ideas. We link our areas of expertise from many different fields and build partnerships to develop creative, value-adding solutions. We constantly improve our products, services and solutions. Our conduct is critical for the successful implementation of our strategy: This is what our values represent. They guide how we interact with society, our partners and with each other. For more on labor and social standards, see page 45 Agricultural Solutions: We are working with farmers around the globe to improve the quality and yield of their agricultural production while taking into account societal expectations and requirements. To achieve this, we constantly invest in our development pipeline in order to expand our portfolio both in and beyond conventional crop protection - such as in biologi- cal solutions. In 2016, we invested €489 million in research and development in the Crop Protection division, representing around 9% of sales for the segment. For more on InscalisⓇ, see page 81 Our well-stocked innovation pipeline comprises products with a launch date between 2016 and 2026. With a peak sales potential¹ of €3 billion, the pipeline comprises innovations from all business areas. The herbicide EngeniaⓇ is being introduced to the North American market for the 2017 growing season. It serves as a key component of dicamba and glyphosate- tolerant cropping systems for soy and cotton. We are also planning the launch of the new insecticides InscalisⓇ and broflanilide. InscalisⓇ combats piercing-sucking pests like aphids and whiteflies. An application for approval was submit- ted in 2016. Broflanilide is effective against chewing insects, like potato beetles and caterpillars, in specialty and field crops; use is also planned in professional pest control. With its novel mode of action, it is highly effective in low doses and will play an important role in resistance management. We submitted the first approval applications for our new fungicide, RevysolⓇ, in 2016. The active ingredient RevysolⓇ is highly effective in combating a number of hard-to-control fungal infections, like Septoria tritici, an agent that causes leaf blotch in wheat. It will be offered in regionally and customer- specific product formulations and used in all important field and specialty crops worldwide. The first market launches are scheduled for the 2019 growing season upon registration with the relevant authorities. Oil & Gas: The Wintershall Group concentrates its innova- tion-related activities on improving the success rate of explo- ration, developing technologies for reservoirs with challenging development and production conditions, and increasing the recovery factor of reservoirs. €4,314 million Peak sales describes the highest sales value to be expected in one year. For more, see the Glossary on page 239. BASF Report 2016 Investments, acquisitions and divestitures Management's Report 37 Investments, acquisitions and divestitures In investments made in 2016 UltramidⓇ Advanced N, our new portfolio of heat-resis- tant polyamides, gives customers in different industries greater freedom for innovation, such as when it comes to developing technically sophisticated end-user products. It allows for the construction of lighter, smaller and more high-performance plastic components for demanding operating conditions, such as in automotive construction, household appliances or enter- tainment electronics. With EcovioⓇ EA, BASF has developed a high-performance foam that is bio-based and compostable. Its excellent properties make it especially suitable for the trans- port packaging of valuable, heavy or fragile goods that require high shock resistance and durability. In the Düste crude oilfield in Germany, we tested an inno- vative and environmentally friendly method for increasing the reservoir's recovery factor and have achieved positive initial results. Wintershall developed a concept within the BASF Verbund for microbial enhanced oil recovery (MEOR): We aim to use tiny life forms found in the reservoir, like microbes and microorganisms, to produce more crude oil. Fed nutrients, these multiply and produce various natural substances as metabolic products that can increase the oil recovery factor. Unlike other enhanced oil recovery (EOR) technologies, the use of microbes in MEOR can have several production- increasing effects at the same time. We also successfully managed, for the first time, to model these effects outside of the reservoir, allowing for more efficient use. A larger field test is scheduled to begin in 2017. Our Cool Coatings automotive coating technology combines innovative functional properties with a sophisticated design that allows for a broad color palette. The coating formulation reflects infrared light, reducing the vehicle's surface tempera- ture by up to 20°C. This passive temperature management reduces the inside temperature by up to 4°C. Cool Coatings thus enables our customers to save on air conditioning, which decreases fuel consumption or, in the case of electric vehicles, increases range. 3 36 Management's Report Innovation MasterSuna SBS is a new concrete additive that allows previously unsuitable types of sand to be processed into high- grade concrete. Clay minerals in sand usually prevent concrete superplasticizers from doing their job. With MasterSuna SBS, even sand containing high levels of clay can be used in the production of consistently high-quality concrete. Concrete producers save considerable costs, as they no longer need to pay for the transport of more suitable sands from distant sand pits. Fewer sand pits need to be opened, as well, which helps protect the environment and landscape. Functional Materials & Solutions: To meet ever-tightening exhaust regulations for diesel vehicles, manufacturers employ special catalysts for nitrogen oxides (NOx) such as lean NOX trap (LNT) technology, that is, NOX adsorbers. With EMPRO® LNT, BASF has launched a new generation of these catalysts that are especially robust and powerful, even under widely various driving conditions, like city traffic, country roads, or interstate highways. Plastic components offer possibilities to make vehicles lighter, more comfortable, and more aesthetically pleasing. Additives like light stabilizers are used to maintain the original properties and appearance of materials and surfaces for as long as possible. TinuvinⓇ 880 is a novel light stabilizer that significantly increases the durability of plastic parts exposed to UV radiation and heat, making it suitable for automotive appli- cations that require plastics to stand up to high levels of stress. TinuvinⓇ 880 can also be used in the construction, agricultural and packaging industries. Farmers require high-quality feed for their animals. Yet preserved feed, typically in the form of silage, and water are both susceptible to pathogenic microorganisms. Adding our Lupro-MixⓇ NA organic acid mixture inhibits the growth of harmful bacteria and mold, allowing livestock to receive silage and water of the highest quality. Farmers also benefit from the fact that Lupro-MixⓇ NA is easier and safer to use than com- parable products, while remaining nevertheless economical. Lavergy® Pro 104 L is a newly developed protease tein-splitting enzyme. Liquid detergents formulated with this enzyme are already powerfully effective at low washing tem- peratures, removing certain tough stains considerably better than the established market standards. Lavergy® Pro 104 L is even more powerful when combined with our high-perfor- mance detergent polymer SokalanⓇ HP 20. Expertise in both biology and chemistry allows us to offer customers even more opportunities to precisely customize liquid detergent formula- tions. - or pro- 2 Performance Products: Flexible food packaging must fulfill the highest functional requirements; at the same time, interest is growing in environmentally friendly solutions. That is why we are constantly enhancing the ink bonding agents of our Joncryl® FLX product line and the laminating adhesives of the EpotalⓇ range. These water-based products provide a more environmentally friendly alternative to solvent-based systems for flexible packaging. With EpotalⓇ, packaging manufacturers can also shorten the processing time between order place- ment and delivery. With UltramidⓇ C37LC, BASF launched a new, high- quality copolyamide on the market in 2016. It ensures a stabler and more efficient production process for shrink films used in food packaging. Films produced with UltramidⓇ C37LC are considerably softer and more transparent than those made from conventional materials. Manufacturers of fishing nets and lines can also further increase the quality of their products using the new plastic. Our new HydroBlueⓇ90 demonstrates that innovation and enhancement are even possible for products that were patent- ed over 100 years ago. The product originally went to market as an auxiliary agent in dyeing textiles with indigo. Today, HydroBlueⓇ90 ensures consistent high quality in the dyeing process. This stability is important for textile producers, as signs of faulty coloring in denim do not usually appear until after the garment is already finished. New HydroBlueⓇ90 is especially highly concentrated, shelf-stable, odorless and dust-free. Chemicals: In 2016, we established the Amsterdam-based Synvina C.V. joint venture with Avantium to produce and mar- ket furandicarboxylic acid (FDCA) from renewable resour- ces on an industrial scale. The most significant use of FDCS is the production of polyethylenefuranoate (PEF), a new polymer used for applications such as food and beverage packaging. Compared with conventional plastics, PEF demonstrates higher barrier properties for gases like carbon dioxide and oxy- Igen, leading to a longer shelf life for packaged products. In addition, its higher mechanical strength allows for thinner - and therefore lighter - packaging. 21% €2,944 million BASF Report 2016 Used for acquisitions in 2016 In the Oil & Gas segment, we invested primarily in field development projects in Argentina, Norway and Russia in 2016. Of our portfolio through acquisitions and divestitures 3 Including impairments and write-ups 1 Excluding additions to property, plant and equipment from acquisitions, capitalized exploration, restoration obligations and IT investments For more on investments within the segments, see page 61 onward Corporate research, Other We are constructing an ammonia production plant in Freeport, Texas, together with Yara International ASA, head- quartered in Oslo, Norway. At our site in Geismar, Louisiana, we completed the expansion of our butanediol capacities in 2016. The capacity expansion of our dicamba production in Beaumont, Texas, is expected to start up in 2017. With our partner, PETRONAS Chemicals Group Berhad, headquartered in Kuala Lumpur, Malaysia, we completed con- struction on the new aroma ingredients complex at the integrat- ed chemical site in Kuantan, Malaysia. Production facilities for citral and L-menthol will be gradually started up. In June 2016, we began construction of a new automotive coatings plant in Shanghai, China, together with our partner Shanghai Huayi Fine Chemical Co. Ltd., based in Shanghai, China. With these invest- ments, we are expanding our presence in the emerging markets of Asia. In Ludwigshafen, Germany, we started up further sections of our integrated TDI complex in 2016. TDI production began in August 2016. In November 2016, the TDI plant was tempo- rarily shut down due to a technical defect in one part. Repair- work was ongoing at the time of this report's release. We continued work on revamping the new superabsorbent tech- nology at the site in Antwerp, Belgium, and plan to complete this in 2017. We invested €4,222 million in property, plant and equipment in 2016. Total investments were therefore €1,429 million lower than in the previous year and €531 million above the level of depreciation³ in 2016. Our investments in 2016 focused on the Chemicals, Performance Products and Oil & Gas segments. Investments 2 Including capitalized exploration, restoration obligations and IT investments 1,552 4,377 7,258 2,944 4,314 Total 155 4,222 Property, plant and equipment² In addition to innovations, investments and acquisitions make a decisive contribution toward achieving our ambi- tious growth goals. We are intensifying our investment in emerging markets and in North America. We use targeted acquisitions to supplement our organic growth. By investing in our plants, we create the conditions for our desired growth while constantly improving the efficiency of our production processes. For the period from 2017 to 2021, we have planned capital expenditures¹ totaling €19.0 billion. We want to invest more than a quarter of this amount in emerging markets and expand our local presence in order to benefit from the growth in these regions. In North America, invest- ments in new production facilities form the basis of future growth. We also continue to develop our portfolio through acquisitions that promise above-average profitable growth, are driven by innovation, offer added value for our customers, and reduce the cyclicality of our earnings. Investments and acquisitions alike are prepared by interdisciplinary teams and assessed using diverse criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. For more on our investments as of 2017, see pages 123 and 124 Investments and acquisitions 2016 (million €) Intangible assets Thereof goodwill Optimization Invest- ments tions Total 92 2,789 2,881 1,552 Acquisi- 2% We want to continue advancing our research and develop- ment activities in Asia especially, as well as in North America, and are adapting this to the growth in regional markets. This increased presence outside Europe creates new opportunities for fortifying and expanding customer relations and scientific collaborations and for gaining access to talented employees. The result will be to strengthen our Research and Develop- ment Verbund and make BASF an even more attractive partner and employer, both on a global level and in the regions. 26% Beijing University of Chemical Technology Beijing, China Beijing, China Beijing Institute of Technology Tsinghua University Tsinghua, China Changchun Institute of Applied Chemistry Changchun, China Network for Advanced Materials Open Research NAO Zurich, Switzerland University of Freiburg Freiburg, Germany ETH Zurich I.S.I.S - Université de Strasbourg Strasbourg, France Joint Research Network on Advanced Materials and Systems JONAS University of Massachusetts Amherst, Massachusetts Massachusetts Institute of Technology Cambridge, Massachusetts Harvard University Cambridge, Massachusetts North American Center for Research on Advanced Materials NORA BASF Report 2016 Management's Report 33 Innovation divisions. In order to bring promising ideas to market as quickly as possible, we regularly assess our research projects using a multistep process and focus our topics accordingly. Creativity, efficiency and collaboration with external partners are among the most important success factors. We enhanced our innovation approach in 2016 with the aim of increasing our company's power of innovation and securing long-term competitive ability. We aim to achieve this by honing our research focus on topics that are strategically relevant for our business, strengthening our existing scientific processes and methods and introducing new ones, and opti- mizing organizational structures. In so doing, we restructured cross-divisional corporate research in 2016 to create more space for the quick review of creative research approaches. At the same time, we tailored our previous technology fields even more toward the needs of the BASF Group. They have been rearranged into multiple, strategic key technologies that are constantly being further developed. We also place our focus on the innovative applica- tion of specific key technologies that are of central significance for our operating divisions. Examples include polymer technol- ogies, catalyst processes and strategies for the development of biodegradable and bio-based materials. In order to develop future business fields with high sales potential for BASF, we develop specific growth fields. These are regularly reviewed in terms of their attractiveness for BASF. Fudan University Fudan, China When they mature, we transfer them to the operating divisions and promote the development of new approaches with high market potential. In addition, we have set a course for system- atically using digital technologies in research and development. In the years ahead, existing expertise in fields like modeling and simulation will be consistently expanded and new digital work areas will be developed. Our global research and development presence is vital to our success. In 2015, we had completed the expansion of the Innovation Campus Asia Pacific in Shanghai, China. A second Innovation Campus Asia Pacific is now being set up in Mumbai, India, in order to continue strengthening our regional research capacities. There, the focus areas in research will be on crop protection and method development. Global network: postdoc centers CARA California Research Alliance University of California Berkeley, California University of California San Francisco, California Stanford University Stanford, California University of California Los Angeles, California After rearranging our research activities in plant biotech- nology, we undertook further organizational adjustments to our global R+D structures at the end of 2016. Research activi- ties in Singapore were discontinued toward the end of the year due to market developments. We are pursuing the research topics located there at other sites. Research and development activities at the European research sites in Basel and Düssel- dorf were restructured in order to be able to support the oper- ating divisions there more effectively. Oil & Gas Hanyang University Kyoto University Agricultural Solutions €1,863 million 21% 5 Functional Materials & Solutions 20% Performance Products 6 10% Chemicals 123456 Research and development expenses by segment Innovations in the segments - examples Innovation Management's Report 35 BASF Report 2016 PRODIAS stands for Processing Diluted Aqueous Systems. For more on research and development, see basf.com/innovations Kyoto, Japan 34 Management's Report Innovation BASF Report 2016 38 Management's Report The number and quality of our patents also attest to our power of innovation and long-term competitiveness. We filed around 850 new patents worldwide in 2016. For the eighth time in succession, we headed the rankings in the Patent Asset Index in 2016 - a method which compares patent port- folios industry-wide. For a multiyear overview of research and development expenditures, see the Ten-Year Summary on page 233 Hanyang, South Korea Research focus areas - examples Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: resources, environment and climate; food and nutrition; and quality of life. The field of efficient energy systems reveals high innovation and market potential. In this context, BASF is working on such topics as the development of high-temperature supercon- ductors based on yttrium barium copper oxide, which trans- mits electricity at low temperatures with negligible loss and enables savings potential in generating and transporting power. Its current-carrying capacity is twenty times greater than that of copper, the most commonly used material in electrical lines. Two milestones have been achieved on the path toward a market launch: BASF and the global energy company American Superconductor Corp. (AMSC) announced a licensing agreement and research cooperation together in March 2016. Furthermore, Deutsche Nanoschicht GmbH, a 100% subsidiary of BASF New Business GmbH, started up a pilot plant for manufacturing high-temperature super- conductors in May 2016. As the market leader in chemicals, BASF holds a special responsibility toward people and the environment. Accor- dingly, new products undergo comprehensive environmental and toxicological testing before being brought to market. These tasks are appointed to the Bioscience Research tech- nology platform and include the search for new methods to reduce, improve or replace the animal testing required by law. We are the global forerunner in the chemical industry in devel- oping such alternative methods. In May 2016, LuSens, an alternative method developed by BASF, was validated by the European Union. LuSens is one component of a three-part testing strategy that enables reliable screening for allergic skin reactions on contact with chemicals. 3-D printing involves the development of innovative mate- rials. Compared with injection molding, 3-D printing offers advantages such as lower costs in small-series production, more time efficiency, and the realization of complex structural elements in a single manufacturing process. In the chemical industry, BASF has a broad material portfolio for 3-D printing at its disposal. BASF New Business GmbH is constructing a development center in Heidelberg, Germany, to develop improved materials and optimize the interplay between mate- rials and 3-D printers, together with partners like printer manu- facturer Farsoon Technologies. Furthermore, our Advanced Materials & Systems Research technology platform is active in this field at the sites in Ludwigshafen, Germany; Basel, Swit- zerland; Wyandotte, Michigan; and Shanghai, China. One attest to BASF's competencies in material development is Ultrasint PA6 X028, launched in April 2016. This powder, based on polyamide 6, is geared toward use in the laser sin- tering technique widely used in 3-D printing. Compared with conventional polyamides, it provides superior mechanical sta- bility and higher heat resistance. Furthermore, BASF announced its intention in November 2016 to expand its co- operation with American printer manufacturer HP in order to move forward with the development of new 3-D print materials. In the E.U.-supported PRODIAS¹ project, researchers and developers of our Process Research & Chemical Engineering technology platform are working together with partners from industry and academia on methods and processes that allow products based on renewable raw materials to be produced efficiently and with fewer resources, while simultaneously increasing the competitiveness of these products. The bio- technological processes used, like fermentation, mostly take place in diluted aqueous systems that demand energy- intensive steps for separation and purification. Through the use of freeze concentration - a technique typical in the food industry we managed to concentrate biotechnologically produced products in an especially gentle manner with negli- gible losses for the first time in 2016. - Innovations based in chemistry to answer important questions of the future Investments, acquisitions and divestitures Ludwigshafen remains the largest site in our Research Verbund. In the nearby BASF agricultural center of Limburger- hof-headquarters of the Crop Protection division - a new research and development center for biological crop protec- tion and seed solutions was opened in April 2016. Additions to property, plant and equipment¹ by segment in 2016 South America, Africa, Middle East 7,307 6.4% Europe 70,784 62.2% 76.1% 26.6% 23.9% 73.4% Germany: 53,318 (46.8%) 23.6% women and 76.4% men BASF SE: 35,001 (30.7%) 21.4% women and 78.6% men 18,156 16.0% At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. BASF Report 2016 Management's Report 41 Working at BASF - High scores in worldwide employer rankings ■ Asia Pacific 72.3% 27.7% 76.0% December 31, 2016 Thereof women % 3,111 30.8 1,584 31.3 1,733 32.1 South America, Africa, Middle East Total 529 38.9 6,957 31.9 In regular development meetings, held as part of our annual employee dialogs, employees and leaders outline pros- pects for individual professional development together and determine measures for further training and development. This model was implemented for around 78,150 employees by the end of 2016. We want to conduct development meetings for all employees by the end of 2017. BASF Group employees by region (Total: 113,830, thereof 24.6% women, as of December 31, 2016) North America 17,583 15.4% 24.0% Focus on social media and online marketing In the global competition for the best employees and leaders, we want to recruit qualified talent in order to achieve our ambi- tious growth targets. This is why we continuously review measures to make our total offer package attractive for employees. For example, we have now expanded our career website to include a total of 61 countries in 2016. We continue to make use of social networks to reach candidates and ensure an innovative, target-group-appropriate approach through digital media, such as 360-degree videos showcasing selected workspaces. In North America, our online campaign to make BASF an attractive employer for women and minori- ties was highly successful. We were able to attract and hire new employees for the Innovation Campus Asia Pacific in Shanghai, China, at our "Live Day" virtual career fair in Asia Pacific. In South America, we trained employees in the use of social media as ambassadors of our employee brand. We were once again able to achieve high scores in employer rankings in 2016. For example, in a study conducted by Universum, BASF was again selected by engineering and IT students as one of the 50 most attractive employers in the world. In North America, BASF was listed among Forbes' 100 Best Employers for the second time in a row. We are also far ahead of our key competitors in North America on the employ- er rating website glassdoor.com. In Brazil, BASF was once again named one of the top 150 employers in a ranking by Você SA magazine. Vocational training 42 Management's Report 45.3 2,334 25.5 24.1 Thereof women % December 31, 2016 108,376 3,120 Temporary staff Apprentices Permanent staff BASF Group employees by contract type (total: 113,830) For more information, see basf.com/apprenticeship The "Start Integration" program, begun with 50 place- ments in 2015, is geared toward refugees with a high proba- bility of being granted the right to remain in Germany and aims to integrate them into the labor market in the Rhine-Neckar Metropolitan Region. BASF expanded the program to 300 placements and, for the 2016/2017 apprenticeship year, added three modules - include a one-year career prep course providing instruction in topics like language and intercultural training. At the Ludwigshafen site, we also offer a part-time training program for newcomers from other fields, so that they can qualify for a career in chemical production even while working at their current job. BASF launched its new apprenticeship campaign in May 2016, called "Show Us What You've Got!" (Zeig's Uns!). It underscores the fact that, for BASF, an applicant's overall impression is not made by technical know-how alone; personal interests and strengths like initiative, creativity and team spirit are also decisive factors. In 2016, 837 apprentices started their vocational training at BASF SE and at German Group companies, filling almost all available program slots in Germany. The current shortage of skilled labor nevertheless presents a challenge that we address with various initiatives. In the Rhine-Neckar Metropolitan region, such programs include Start in den Beruf and Anlauf zur Ausbildung, in which 210 young people in the BASF Train- ing Verbund participated in cooperation with partner compa- nies in 2016. The goal here is to prepare participants for a subsequent apprenticeship within one year, making a contri- bution to the long-term supply of qualified employees in the region. Because the number of open vocational training place- ments meanwhile outweighs demand, some slots in these programs remained unfilled in 2016. BASF Report 2016 - 3,120 apprentices in around 60 occupations worldwide Around €104 million spent on vocational training As of December 31, 2016, BASF was training 3,120 people in 14 countries and around 60 occupations. We spent a total of around €104 million on vocational training in 2016, as well as about €6 million on the BASF Training Verbund as part of our social commitment in the Rhine-Neckar Metropolitan Region. Working at BASF North America Asia Pacific BASF Report 2016 - Leaders as role models We spent around €69 million on further training in 2016 (2015: €96 million). Each employee spent an average of 2.0 days on further training in 2016. As part of cost management, we decided in 2016 to focus training on business and safety- related courses. We support employees in production and engineering worldwide with job-specific qualifications and further training. We have further strengthened our in-plant qualification measures with in-plant trainers who promote the continuous professional development of employees in production and engineering through individual learning assignments. Moreover, we expanded our programs on safety culture and knowledge management as well as team and organizational development. Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting suc- cess. With the Best Team Strategy and regional learning strategies, we want to establish a new learning culture and enable life-long, self-guided learning. The learning and devel- opment options cover a range of learning goals: starting a career, expanding knowledge, personal development, and leadership training. For example, our Learning Campus in Singapore offers development programs for leaders and leadership candidates with a focus on strategy, leadership and innovation. It serves as a platform for new styles of learning and brings together employees from diverse areas - for our goal is to create a common-ground, inspiring learning experi- ence that enables employees to connect with the company and with each other. In this regard, we have also been imple- menting the "MentForMe" mentoring program step by step since 2016. Our learning activities follow the "70-20-10" philosophy: We apply the elements "learning from experience" (70%), "learning from others" (20%) and "learning through courses and media" (10%). Development meetings form important element of employee development ■ Specific further training for employees in production and technical areas ■ Life-long learning concept focuses on on-the-job experience Learning and development 19.8 Thereof women % 29.4 2 Employees with disciplinary leadership responsibilities 1 Specialists without disciplinary leadership responsibilities December 31, 2016 36,909 9,558 (Senior) executives² Professionals¹ Leadership responsibility in the BASF Group We offer our leaders learning and development measures for all phases of their career, coordinating global, regional and local opportunities. These are geared toward strengthening our leaders' competencies and offer chances to network and learn from one another. For example, we began the European Emerging Leader program in 2016, which guides leadership candidates into their roles over a period of 1.5 years. Similar programs are available in other regions, too: In Asia Pacific, for example, we run an internal training and further development course for leaders to become coaches. Our leaders should be role models for applying our strategy in daily corporate life. We expect them to have a positive influence on shaping day-to-day business, relaying company values, and motivating employees. This includes how chal- lenges are approached and how the leader's area of respon- sibility is continuously developed. Our leadership culture is founded on BASF's strategic principles and values as well as on the standards of behavior set out by our global Code of Conduct. Multifaceted offers for leadership development ■ What we expect from our leaders Europe Competition for talent The average percentage of employees who resigned during their first three years of employment was 1.2% world- wide in 2016. This turnover rate was 0.5% in Europe, 1.5% in North America, 3.2% in Asia Pacific and 1.9% in South Amer- ica, Africa, Middle East. Our turnover rates are therefore lower than those of many other companies. North America 49% 26% 3 Asia Pacific 19% 4 South America, Africa, Middle East 6% 2 1 Including capitalized exploration, restoration obligations and IT investments Acquisitions 2 1 We gained €155 million worth of property, plant and equip- ment through acquisitions in 2016. Additions to intangible assets including goodwill amounted to €2,789 million. On September 26, 2016, we completed the acquisition of Guangdong Yinfan Chemistry ("Yinfan”) in Jiangmen, China, and integrated the business into the Coatings division. This enabled us to add the Yinfan product line to our portfolio of automotive refinish coatings in Asia Pacific and gain access to a state-of-the-art production facility for automotive refinish coatings in China. The purchase of global surface technology provider Chemetall from Albemarle Corp. in Charlotte, North Carolina, was completed on December 14, 2016. With the acquisition of this business, our Coatings division supplements its port- folio of tailor-made technology and system solutions for sur- face treatment. The purchase price amounted to $3.1 billion. Effective January 1, 2017, we acquired the Henkel Group's western European building material business for professional users, broadening the portfolio of our Construction Chemicals division. 2 For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 174 onward Europe 3 Chemicals 28% BASF Group new hires in 2016 5 Performance Products 20% Functional Materials & Solutions 17% Agricultural Solutions 6% Oil & Gas 26% 4 Other (infrastructure, R&D) 3% 6 €4,222 million Additions to property, plant and equipment' by region in 2016 4 1 Divestitures €4,222 million On August 26, 2016, we divested our global photoinitiator business to IGM Resins B.V., based in Wallwijk, Netherlands. The transaction comprised technology, patents, trademarks, customer relationships, contracts and inventories as well as the photoinitiator production site in Mortara, Italy. These activi- ties had been organized under the Dispersions & Pigments 1 division. High-performance photoinitiators for electronics cus- tomers were not part of the transaction, as the electronics industry is one of BASF's strategic focus areas. The close alignment of our business with our customers' needs is an important component of our "We create chemis- try" strategy. We will therefore continue the systematic and structured enhancement of our industry orientation in the future. 40 Management's Report Working at BASF Working at BASF 113,830 Employees around the world Life-long learning On center stage BASF Report 2016 3,120 Apprentices¹ in around 60 occupations Our employees carry out the goals of the "We create chemistry" strategy. We want to attract and retain talented people for our company and support them in their development. To do so, we cultivate a working environ- ment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. 123456 Strategy - Best Team Strategy focuses on excellent people, workplace and leaders The Best Team Strategy is derived from our corporate strategy and contributes greatly to the achievement of our goals. We want to form the best team. To achieve this, we focus on three strategic directions: excellent people, excellent place to work and excellent leaders. Emphasis here is placed on our attrac- tiveness in worldwide labor markets, personal and professional development, life-long learning, and supporting and develop- ing our leaders. We are strongly committed to internationally recognized labor and social standards and strive to respect these worldwide. We completed the sale of the global polyolefin catalysts business to W.R. Grace & Co., based in Columbia, Maryland, on June 30, 2016. The transaction involved technologies, patents, trademarks and the transfer of production plants in Pasadena, Texas, and Tarragona, Spain. These activities had been assigned to the Catalysts division. At the end of 2016, BASF had 113,830 employees (2015: 112,435); of these, 3,120 were apprentices (2015: 3,240). We hired 6,957 new employees Group-wide in 2016. Moreover, the acquisition of Chemetall especially added to our workforce. Reductions in headcount were related to events such as the sale of the industrial coatings and polyolefin catalysts busi- nesses. Yet not all business units can be arranged purely according to industry. That is why BASF has created sector-specific groups for key customer industries - like the automotive, construction and pharmaceutical sectors - or for growth fields such as enzymes. These "industry teams" pool expertise, knowledge and contacts across different units, sharpen our understanding of the value chains in customer industries and work on sector-specific solutions that often could not be developed within one operating division alone. Our innovations are geared specifically toward these needs and offer sustain- able solutions for the packaging and print branches, for exam- ple. This means combining the expertise of seven divisions into one global industry team. Whether keeping food fresh, manufacturing user-friendly packaging or optimizing costs - we know the needs of the industry. The products and systems developed by these teams comprise tailor-made solutions for paper packaging, along with adhesives and plastics for pack- aging or coatings. Our portfolio offers value to paper manufac- turers in every phase of their production: Process chemicals optimize costs and increase machine efficiency, functional chemicals grant products special properties and finishing chemicals improve the appearance and performance of ready- to-use paper and cardboard. We serve customers from many different sectors with our broad portfolio of diverse competencies, processes, technol- ogies and products. Around half of our business units are oriented toward industries. By combining expertise and resources, we position ourselves as a solution-oriented sys- tem provider for our customers. Number of employees ■ Industry teams pool cross-unit expertise, knowledge and contacts Industry orientation undergoing systematic, structured enhancement We sold the Coatings division's business with industrial coatings to the AkzoNobel Group on December 14, 2016. The transaction included technologies, patents, trademarks, cus- tomer relationships and inventories as well as the transfer of two production sites in England and in South Africa. For more information on divestitures, see the Notes to the Consolidated Financial Statements from page 174 onward BASF Report 2016 Business models and customer relations Management's Report 39 Business models and customer relations Customized And reliable supplier of classic With products and formulations chemicals for specific industries Cost-effective In close partnership with our customers BASF's customer portfolio ranges from major global customers and medium-sized businesses to local work- shops. We align our business models and sales chan- nels with the respective customer groups and market segments. In line with our strategic principle, "We add value as one company," we tightly bundle our products and services to target the specific needs of customers from various sectors and bring innovations more quickly to market. Around half of business units geared toward specific industries In the classical chemicals business, we mostly sell the chem- icals produced in our Verbund in bulk. These comprise basic products from the Chemicals segment, such as steam cracker products, sulfuric acid, plasticizers, caprolactam and isocya- nates. For these basic chemicals, our priority is on supplying customers reliably and cost effectively. Marketing is carried out partly via e-commerce. We create a broad range of customized products, partic- ularly in the Performance Products segment - from vitamins, personal care ingredients and color pigments to paper chemi- cals and plastic additives. In joint projects, we start working closely together with customers already at an early stage in order to develop new products or formulations for a specific industry. A worldwide network of development laboratories allows us to quickly adapt our products to local needs. We offer functionalized materials and solutions tailored to customers' requirements, particularly in the Functional Materials & Solutions and Agricultural Solutions segments. These include, for example, engineering plastics, concrete additives, coatings and crop protection products. We engage in close partnerships with customers and develop innovations together that help them optimize their processes and applica- tions. Our understanding of the entire value chain as well as our global structure and market knowledge are key success factors here. For information on customer relations in the Oil & Gas segment, see page 84 onward Innovative Industry orientation (4) (3,166) Change in % 2 Change in million € 1,689 Currencies Prices (767) Changes in scope of consolidation Acquisitions 63 0 Divestitures (10,718) (15) Volumes Total change in sales (1) For the definition of special items, see page 28 2013 2012 ■ (12,899) EBIT before special items 6% below 2015 level, at €6,309 million At €6,275 million, EBIT matches prior-year level EBIT after cost of capital rises considerably At €6,309 million, income from operations (EBIT) before special items was €430 million below the level of the previous year. This was largely a consequence of the considerable decline in the Oil & Gas segment resulting mainly from falling prices and the divestiture of the natural gas trading and stor- age business. The activities transferred to Gazprom had contributed around €260 million to EBIT before special items in 2015. In the Agricultural Solutions segment, EBIT before special items matched the previous year's level. We achieved a considerable increase in the chemicals business thanks to sharply improved contributions from the Performance Prod- ucts and Functional Materials & Solutions segments. For an explanation of the figure EBIT before special items, see page 28 EBIT before special items (million €) 2016 6,309 Integration costs for acquired businesses amounted to €27 million, compared with €15 million in 2015. 2015 2014 7,357 7,077 6,647 Special items in EBIT amounted to minus €34 million in 2016, compared with minus €491 million in the previous year. This development was mainly due to the special items recognized in other charges and income, which amounted to minus €44 million in 2016. In the previous year, other charges and income totaled minus €729 million, mostly comprising impairments on assets in the Oil & Gas segment. Special charges from various restructuring measures came out to minus €394 million compared with minus €223 million in the previous year. Divestitures in 2016 resulted in an earnings contribution of €431 million, after €476 million in the previous year, especially from the sale of the industrial coatings business and the poly- olefin catalysts business in the Functional Materials & Solutions segment. 6,739 (18) (1.7) BASF Report 2016 EBIT before special items Financial result Income before taxes and minority interests Net income Earnings per share Adjusted earnings per share Sales and earnings by quarter in 2015² (million €) Management's Report 51 Special items The BASF Group business year - Results of operations 2015 57,550 70,449 Change in % (18.3) 10,327 10,508 Income from operations Aside from EBIT, EBIT before special items, and EBIT after cost of capital figures drawn upon to steer the BASF Group - we also provide additional performance indicators in this report that are not defined by IFRS. They should not be viewed in isolation, but treated as supplementary information. 2016 Income from operations (EBIT) Amortization and depreciation¹ EBITDA Sales and earnings (million €) Sales Income from operations before depreciation and amortization (EBITDA) and special items EBITDA EBITDA margin Amortization and depreciation¹ Income from operations (EBIT) Special items EBIT before special items Financial result Income before taxes and minority interests Income before minority interests Net income Earnings per share Adjusted earnings per share Sales and earnings by quarter in 2016² (million €) Sales Income from operations before depreciation and amortization (EBITDA) and special items Our chemicals business comprises the Chemicals, Performance Products und Functional Materials & Solutions segments. Factors influencing sales of the BASF Group 2015 3.6% 2012 2016 1.4% 2015 2.1% Electronics Agriculture 1 Figures that refer to previous years may deviate from last year's report due to statistical revisions. BASF sales by industry² (Direct customers) >20% 10-20% 5-10% Chemicals and plastics Consumer goods | Transportation <5% 2.8% Agriculture | Construction | Energy and resources Health and nutrition | Electronics BASF Report 2016 Management's Report 49 The BASF Group business year - Economic environment Trends in the chemical industry ■ Global growth corresponds to our expectations The chemical industry (excluding pharmaceuticals) grew at the rate we had anticipated, by 3.4%. The fastest growth was seen in chemical production in the emerging markets of Asia (2016: +6.3%, 2015: +6.6%). Chemical production increased only marginally in the European Union (2016: +0.4%, 2015: +0.9%). There were substantial regional differences. Produc- tion fell considerably in Belgium and the United Kingdom, while the Netherlands saw a sharp increase. Chemical pro- duction declined slightly in Germany. Growth in the United States was weaker than in the previous year (2016: +0.6%, 2015: +1.9%). Thanks to significant production expansion in Mexico, overall growth for North America shrank at a slower rate (2016: +0.9%, 2015: +1.8%). South America saw a mar- ginal decline in chemical production (2016: -0.8%, 2015: -3.8%). Production volumes grew slightly in Japan, at 1.5% (2015: +1.6%). Chemical production (excluding pharmaceuticals) (Real change compared with previous year²) Important raw material price developments Prices continue to fall for crude oil and naphtha Gas prices below previous year's level, but with wide regional variance Averaging around $44 per barrel in 2016, the price of Brent blend crude oil dropped by about 15% compared with the previous year ($52 per barrel). The oil price fluctuated over the course of the year between $31 per barrel in January and $54 per barrel in December. The average monthly price for the chemical raw material naphtha ranged over the course of 2016 between $293 per metric ton in February and $462 per metric ton in December. At $385 per metric ton, the annualized average price of naph- tha in 2016 was below the level of 2015 ($462 per metric ton). The average price of gas in the United States was $2.49 per mmBtu, under the previous year's level ($2.61 per mmBtu). In Europe, the average price of gas on spot markets remained substantially higher, at $4.58 per mmBtu (2015: $6.49 per mmBtu). Gas prices in China averaged around $6.54 per mmBtu nationally (2015: $9.81 per mmBtu), while the average price in the coastal regions was $7.72 per mmBtu (2015: $11.20 per mmBtu). World 2016 3.4% 2 Changes in percentages from the previous year are mainly a result of the asset swap with Gazprom. European Union 2015 2016 Adjusted earnings per share dip from €5.00 to €4.83 1.9% 2015 2.0% Transportation 2016 3.0% 2015 1.2% Energy and resources 2016 (0.3%) 2015 3.5% 1.4% 2.8% 2015 3.5% Consumer goods 2016 2.6% 2015 2.0% 2016 4.7% 2015 3.8% Health and nutrition 2016 United States 2016 0.4% 2015 0.9% 2016 0.6% 2015 1.9% 100 2011 2012 2016: $385/t 2015: $462/t 2013 © 2016: $44/bbl 2015: $52/bbl 2014 40 30 2015 2016 This figure deviates significantly from last year's report due to statistical revisions. 50 Management's Report The BASF Group business year - Results of operations Results of operations 200 BASF Report 2016 Business reviews by segment can be found from page 59 onward Sales ■ Sales down 18% to €57,550 million Sales for 2016 decreased by €12,899 million to €57,550 mil- lion. This was mainly attributable to the divestiture of the gas trading and storage business as part of the asset swap with Gazprom at the end of September 2015. This business had contributed €10.1 billion to sales in 2015. In addition, lower oil, gas and other raw material prices led to a drop in sales prices, reducing sales in the chemicals business especially the Chemicals segment - as well as in the Oil & Gas segment. We were able to continually raise sales volumes over the course of the year, and achieved slight volumes growth overall. Volumes grew slightly in the Chemicals, Performance Products and Oil & Gas segments. The Functional Materials & Solutions segment posted a significant increase, and Agricultural Solu- tions a slight decrease. Currency effects slightly dampened sales. Sales (million €) 2016 57,550 2015 70,449 2014 74,326 2013 73,973 In 2016, our market environment continued to be volatile and challenging; the global economy and the chemical industry saw slower growth. Overall, BASF Group business developments unfolded in line with our expectations. We posted a considerable sales decline compared with the previous year and a slightly lower income from operations (EBIT) before special items. These developments were largely the result of the divestitures completed in 2015 as well as price declines due to further drops in raw material prices. Increased sales volumes and reduced fixed costs helped counter this effect, even allowing us to achieve considerably higher EBIT before special items in the chemicals business¹. 50 300 Crude oil Emerging markets 2016 6.3% of Asia 2015 6.6% Japan 2016 1.5% South America 2015 1.6% 2016 (0.8%) 2015 (3.8%) 2 Figures that refer to previous years may deviate from last year's report due to statistical revisions. Price trends for crude oil (Brent blend) and naphtha ($/barrel, $/metric ton) $/t $/bbl 1,100 130 1,000 120 900 110 800 100 700 90 600 80 500 70 400 60 Naphtha 72,129 EBITDA before special items and EBITDA slightly down 888 1,164 1.51 € 4,056 689 1,092 1,387 5,395 995 1,181 1,541 1,678 (880) (232) 1.19 (283) (188) 6,309 1,180 1,516 1,707 1,906 (34) 47 (52) 11 (40) 6,275 1,227 (177) 1,464 0.97 4.42 10,649 2,872 2,994 2,890 10,508 2,105 2,502 2,952 2,949 70,449 13,880 17,424 19,078 0.75 20,067 Income from operations before depreciation and amortization (EBITDA) and special items Sales EBITDA Full year 3rd quarter 4th quarter 2nd quarter 1st quarter 4.83 0.79 1.10 1.30 1.64 € Amortization and depreciation¹ 1,718 1,866 4,251 (1.1) 4,301 4,255 (2.8) 5,548 5,395 (25.7) (700) (880) (6.4) 6,739 6,309 93.1 4,056 (491) 0.4 6,248 6,275 (3.4) 4,401 4,251 15.1 18.3 % (1.2) 10,649 10,526 2016 (34) 3,987 1.7 € 1,260 973 1,072 946 10,526 2,487 2,437 2,790 2,812 10,327 2,320 2,490 2,674 2,843 57,550 14,846 14,013 Full year 4th quarter 3rd quarter 2nd quarter 14,483 14,208 1st quarter (3.4) 5.00 4.83 1.8 4.34 4.42 895 Additional figures for results of operations 955 1,568 Financial result and net income For an explanation of the figure EBIT after cost of capital, see page 28 The calculation of EBIT as part of our income statement is shown in the Consolidated Financial Statements on page 155 We once again earned a premium on our cost of capital in 2016. EBIT after cost of capital amounted to €1,136 million compared with €194 million in the previous year. The cost of capital fell by €809 million year-on-year. In addition to the reduction of the cost of capital percentage by one percentage point, this was primarily the result of the lower level of tied-up capital in inventories and operating receivables. 6,742 2012 7,160 2013 7,626 2014 6,248 2015 6,275 2016 - Financial result considerably below, and net income slightly above, prior year EBIT (million €) 23 (468) (34) Total special items in income before taxes and minority interests Special items reported in financial result. (491) (34) Total special items in EBIT (729) (44) Other charges and income 476 431 At €6,275 million, EBIT for the BASF Group in 2016 matched the level of the previous year (2015: €6,248 million). Included in this figure is income from companies accounted for using the equity method, which rose from €251 million to €307 mil- lion. Divestitures ■ Earnings per share rise from €4.34 to €4.42 Income from shareholdings decreased from €9 million in 2015 to minus €17 million, predominantly due to lower income from the disposal of shareholdings. 2012 1,768 2013 1,368 2014 194 2015 1,136 2016 EBIT after cost of capital (million €) 1 In 2015, the cost of capital percentage was 11%, compared with 10% in 2016. 194 1,136 The financial result fell to minus €880 million in 2016, com- pared with minus €700 million in the previous year. EBIT after cost of capital 2015 6,275 6,248 (1,091) 6,230 - Cost of capital¹ - EBIT of Other EBIT of BASF Group 2016 EBIT after cost of capital (million €) For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 181 onward For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 185 onward At €4,056 million, net income exceeded the previous year's level of €3,987 million. Earnings per share increased from €4.34 to €4.42. Income before minority interests decreased from €4,301 million to €4,255 million. Minority interests amounted to €199 million, compared with €314 million in 2015. Income taxes were reduced from €1,247 million in 2015 to €1,140 million in 2016. At 21.1%, the tax rate was below the prior year's level (22.5%) primarily as a result of currency- related deferred tax income in Norway, whereas the previous year had included currency-related deferred tax expenses. Income before taxes and minority interests dipped from €5,548 million in 2015 to €5,395 million in 2016. Other financial result fell from minus €284 million in the previous year to minus €381 million in 2016, due mostly to the decline in interest payments capitalized as construction period interest and higher currency hedging costs. The interest result declined from minus €425 million in 2015 to minus €482 million. This was predominantly from lower interest income, especially from investments in liquid funds, and higher interest expenses in connection with new bank loans outside of the eurozone. (985) 7,039 (15) (27) (223) 1,887 1,831 Income before taxes and minority interests (700) (209) (175) (152) (164) Financial result 6,739 1,023 1,603 2,043 1,714 2,070 (491) (698) 286 (4) (75) Special items 6,248 325 1,889 2,039 1,995 Income from operations (EBIT) 4,401 EBIT before special items 116 5,548 Net income (394) Integration costs Restructuring measures 2015 2016 Special items (million €) BASF Report 2016 The BASF Group business year - Results of operations 52 Management's Report 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 2 Quarterly results not audited 5.00 1.01 1.07 1.49 1.43 € Adjusted earnings per share 4.34 0.37 1.31 1.38 1.28 € Earnings per share 3,987 339 1,209 1,265 1,174 983 Construction 1,893 Growth in key customer industries (Real change compared with previous year¹) Thereof for pension benefits Total personnel expenses Social security contributions and expenses for pensions and assistance 2.9 7,943 8,170 Wages and salaries Change in % 2015 2016 BASF Group personnel expenses (million €) For more information, see the Notes to the Consolidated Financial Statements on page 188 In 2016, the BASF Group spent €10,165 million on wages and salaries, social security contributions and expenses for pensions and assistance (2015: €9,982 million). This rep- resents growth of 1.8% in personnel expenses, primarily as a result of expenses for the long-term incentive program as well as wage and salary increases. Partly countering this rise was the lower average number of employees, in addition to currency effects. In addition to market-oriented compensation, BASF's total offer also comprises benefits, individual opportunities for development and a good working environment. Our employ- ees' pay is based on global compensation principles. These take into account an employee's position and individual perfor- mance as well as the company's success. Representative analyses of the Ludwigshafen site have shown that there are no systematic differences in pay between men and women, provided the positions and qualifications are comparable. As a rule, compensation is comprised of fixed and variable compo- nents as well as benefits that often exceed legal requirements. In many countries, these include company pension benefits, supplementary health insurance, and share programs. Compensation based on employee's position and individual performance as well as company's success Pay generally comprises fixed and variable components plus benefits ■ Compensation and benefits The Global Employee Survey and its follow-up process have been established for the entire BASF Group ever since the first survey in 2008. It was last conducted in 2015. Employees and leaders discussed the results together in all regions, and are now implementing improvement measures. This pertains to topics such as supporting employees in their career develop- ment, intensifying feedback, or supporting leaders and their teams in driving change and innovation. We conduct the Global Employee Survey at regular intervals; the next one is scheduled for 2018. Global Employee Survey Our regional initiatives specifically address the needs of our employees at a local level. Our Work-Life Management employee center in Ludwigshafen ("LuMit"), provides opportu- nities for fitness and health, employee assistance, and balanc- ing career and personal life - like the company childcare center, "LuKids," which offers daycare for 250 children. Around 600 employees take advantage of LuMit every day. We also pro- vide social counseling at other sites in Germany, such as those in Münster and Schwarzheide, as well as in Asia, South Africa and North America, to help employees overcome difficult life situations and maintain their employability. Returnees from parental leave (including "partner months") 38.6% 1,262 61.4% 1,995 Men 2,039 627 Our voluntary commitment to respecting international labor and social standards is embedded in our global Code of Con- duct. This encompasses internationally recognized labor norms as stipulated in the United Nations' Universal Declara- tion of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Con- cerning Multinational Enterprises and Social Policy of the Inter- national Labour Organization (ILO). BASF strives to uphold these standards worldwide. We mainly approach our adher- ence to international labor and social standards using three elements: the Compliance Program (including external compli- ance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations), and the global management process for the respect of inter- national labor norms. Adjusted management process for monitoring adherence to labor and social standards on Business and Human Rights Alignment with U.N. Guiding Principles ■ Global labor and social standards For more information, see basf.com/employeerepresentation Together with employee representatives, we continued to elaborate on the future topics described by the company and works council in the BASF SE 2020 site agreement in 2016. For example, new principles for promoting apprentices were described in BASF SE's "Apprenticeship of the Future." We are engaged in close exchange with employee representatives on the topic of changes through increasing digitalization in order to identify and jointly address challenges. Open dialog with employee representatives is an important component of our corporate culture. If restructuring leads to staff downsizing, for example, we work with employee repre- sentatives to develop socially responsible implementation measures. This is done in accordance with the respective legal regulations and the agreements reached. The BASF Europa Betriebsrat (European Works Council) addresses cross-border matters in Europe. Dialog with employee representatives For more information, see the Notes to the Consolidated Financial Statements from page 216 onward BASF offers its executives the opportunity to participate in a share-price-based compensation program. This long-term incentive (LTI) program ties a portion of their compensation to the long-term performance of BASF shares. In 2016, 92% of the approximately 1,200 eligible executives worldwide partici- pated in the LTI program, investing up to 30% of their variable compensation in BASF shares. In numerous Group companies, employees are offered the chance to purchase shares. The BASF share program "plus" sponsors employees' long-term participation in the company through incentive shares: By investing a portion of their com- pensation in BASF shares, they take part in the long-term development of BASF. With variable compensation components, we involve employ- ees in the company's success and reward individual perfor- mance. The same principles basically apply for all employees. The amount of the variable component is determined by the company's economic success (measured by the return on assets of the BASF Group) as well as the employee's individ- ual performance. Individual performance is assessed as part of a globally consistent performance management process. Return on assets determines variable compensation ■ "plus" share program fosters employees' long-term participation in company Employees participate in the company's success Management's Report Working at BASF BASF Report 2016 1.8 9,982 10,165 (4.7) 658 (2.2) In 2016, we continued the restructuring of our manage- ment process begun in 2015. In the previous year, a global team of experts had already drafted a Group-wide BASF guideline on complying with international labor and social standards². This provided the basis for developing a process that determines potential gaps in complying with these stan- dards. The management process will now be implemented successively around the world. A monitoring system launched in 2016 keeps track of the situation in countries in which BASF is active, and regularly reviews the implementation of set goals and measures. We performed a risk-based analysis of 43 countries by the end of 2016. The remaining countries are scheduled to be reviewed in 2017. Employees on parental leave (including "partner months") Women 90.7% 72.1% 27.9% 8,172 69.7% Since 2015, BASF has set itself global quantitative goals for increasing the percentage of women in leadership posi- tions. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 19.8% at the end of 2016 (2015: 19.5%). We aim to increase this figure to 22-24% worldwide by 2021, so that the proportion of women in lead- ership reflects that of women in the global company workforce. We want to utilize diversity for the development of our busi- ness. Promoting diversity is one of the mainstays of our corpo- rate culture. The strong global character of our markets translates into different customer requirements. We want to reflect this diversity in our workforce, as well, in order to even better understand the needs of our customers. The aim is to increase our teams' performance and power of innovation, and boost creativity, motivation and identification with the company. We are further promoting the appreciation and inclusion of diversity. Leaders play an important role here. We support them in strengthening diversity and making the best possible use of it in day-to-day business. For example, specific goals and measures are being developed for such topics as recognizing and developing different kinds of talent. Promoting diversity as part of company culture Global goals for increasing percentage of women in leadership positions - ■ Inclusion of diversity 22.8% 48,148 30.3% 37,437 (Total: 113,830, thereof 24.6% women, as of December 31, 2016) BASF Group employee age structure For more on health protection, see page 99 The demographic situation within the BASF Group varies widely by region. The aging population in areas like Germany and North America presents us with challenges. We are also occupied with future issues like new technologies, growing digitalization ("Industry 4.0"), and the ever-increasing delay of retirement. We create a framework to help maintain the employability of our personnel at all stages of life and ensure the availability of qualified employees. Employees and leaders are supported with health and exercise programs, flexible working arrangements, age-appropriate workplaces and demographic analyses. The topic "leadership in times of demographic change" also forms a part of our leadership programs. In addition, we engage in knowledge management and systematic succession planning. Leadership duties include "leadership in times of demographic change" Managing demographic changes Management's Report 43 Working at BASF BASF Report 2016 Industry total 77.2% 9.3% 83.4% 16.6% 680 (Total BASF SE employees: 35,001, thereof 21.4% women, as of December 31, 2016) Balancing personal and professional life Our identity as an employer includes our belief in supporting our employees worldwide in balancing their personal and professional lives. Through various offers and opportunities, we create working conditions that give fair consideration to our employees' individual needs. We want to strengthen their identification with the company and bolster our position as an attractive employer in the competition for qualified per- sonnel. Our offer includes flexible working hours, part-time employment and mobile working. In 2016, a total of 12.0% of BASF SE employees held part-time positions, of which 69.9% were women. Numerous employees also made use of parental leave. Worldwide offers and opportunities Balancing personal and professional life BASF Report 2016 Working at BASF 44 Management's Report The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. 1 For more on diversity in the Board of Executive Directors and the Supervisory Board, see page 130 Moreover, we intend to maintain the proportion of senior executives with international experience at over 80%. We exceeded this figure by the end of 2016, reaching 84.6%. With these goals, we continue to drive our globally integrated approach to promoting diversity and leadership development. For more information, see basf.com/diversity Considering the relatively low rate of turnover in the BASF Group's leadership team, this is an ambitious goal. Further- more, BASF wants to continue increasing the global percent- age of senior executives¹ that come from countries other than Germany. This figure was at 36.4% by the end of 2016 (2015: 35.6%). 22-24% Proportion of women in leadership positions with disciplinary responsibility Women Men 55 years and up Between 40 and 54 years Between 26 and 39 years 25 years Up to and including 20,073 அ 2021 Goal For more on global standards, see page 24 South America 2015 1.2% 2016 1.0% 2015 6.3% 2016 6.0% Emerging markets of Asia 2.6% 2015 1.6% 2016 United States 2.2% 2015 1.9% 2016 European Union 2016 2.3% 2015 2.7% World (Real change compared with previous year¹) Gross domestic product For the outlook for the economic environment in 2017, see page 119 onward The global economy grew only moderately in 2016 but was subject to regional fluctuations. While growth in the emerging markets remained almost unchanged in com- parison with 2015, it decelerated in the industrialized countries due to the U.S. economy's initially weak dynamic. In the European Union, growth in gross domes- tic product was just marginally below the previous year's level despite the heightened uncertainty before and after the British referendum on leaving the E.U. Gross domestic product in China grew only slightly more slowly thanks to governmental economic measures. Overall, global gross domestic product grew by 2.3%, as we had anticipated, remaining behind the level of 2015 (+2.7%). The average price for a barrel of Brent blend crude oil fell to $44 per barrel (2015: $52 per barrel). Growth in global chemical industry 2016 2015 3.4% (2.5%) (1.8%) 1 Figures that refer to previous years may deviate from last year's report due to statistical revisions. For more on labor and social standards, see basf.com/labor_social_standards The chemical industry's key customer sectors developed better on average than industrial production. Global auto- motive production grew by 4.5%, outpacing the previous year. In western Europe and North America, the sector contin- ued its economic upswing. Tax incentives in China boosted demand; however, production fell drastically in South America and Russia. The global rate of growth in the construction industry was 2.8%, down from the previous year's +3.5%. In western Europe, construction saw slightly higher growth than in 2015; in the eastern countries of the European Union, the expiration of E.U. funding programs led to decreased activity. Growth in the United States slowed considerably. In China, construction volumes rose at around the same rate as 2015 as a result of governmental support measures. Globally, agricul- ture grew by 1.4%, behind the level in previous years; produc- tion weakened in South America especially. matched the prior year's level. Industry in China cooled down only slightly, thanks to governmental stimulus. The recession continued in South America: Industrial production shrank in Brazil by 6.0% (2015: -8.2%). Industrial growth in the European Union increased margin- ally to 1.4% from 1.3%. In the United States, industrial produc- tion nearly stagnated (2016: +0.3%; 2015: +1.3%). At 5.5%, industrial growth in the emerging markets of Asia roughly Global industrial production grew by around 1.9% in 2016, about the same as in the previous year (+2.0%). Growth in the advanced economies slowed slightly (2016: +0.8%, 2015: +1.0%) but remained constant in the emerging markets (2016: +3.0%, 2015: +3.0%). Development in key customer industries improves on average Global industrial production increases at rate similar to 2015 Trends in key customer industries Gross domestic product shrank once again in South America, by 2.5% (2015: -1.8%). Economic performance in Brazil remained 3.4% behind the previous year (2015: -3.8%). Gross domestic product declined in Argentina, as well, shrink- ing by 2.3% against the backdrop of high inflation and fiscal consolidation measures (2015: +2.6%). Venezuela and Ecua- dor suffered from the low price of crude oil; gross domestic product declined in both countries. The other countries in the region grew moderately on average. At 1.0%, growth remained modest in Japan. The appreci- ation of the yen against the U.S. dollar (around 10% compared with the previous year) and lower demand from China reduced both the year's average exports and private companies' pro- pensity to invest. Lower imports, weakly growing private con- sumption, expanding housing investment and public expen- ditures compensated for these negative effects, so that the Japanese economy's overall growth was about as strong as in the previous year. Economic output in the emerging markets of Asia saw a somewhat slower increase as compared with the previous year (2016: +6.0%, 2015: +6.3%). This was largely attributable to the only slightly slower growth in China (2016: +6.7%; 2015: +6.9%). The construction and automotive industries benefited from government investments as well as impetus provided by monetary and fiscal policy. In this environment, the neighbor- ing Asian countries grew at a relatively stable rate; India once again saw rapid expansion, at 6.8% (2015: +7.9%). Growth in the United States during the first two quarters was considerably below the average for the year. Reasons included weak investment activity in the oil industry and cyclical inven- tory effects. Private consumption bolstered the economy. In the second half of the year, growth picked up thanks to increased investment and positive development in agricultural exports. Overall, the U.S. economy grew by only 1.6% in 2016 (2015: +2.6%), remaining behind its medium-term pace of around 2%. BASF Report 2016 Economic environment The BASF Group business year 48 Management's Report In 2016, growth in the European Union's gross domestic product slowed slightly, from 2.2% in 2015 to 1.9%. Develop- ment in the region continued to be marked by widely divergent trends in 2016: In northwestern Europe, growth rates remained at a solid level overall. In the United Kingdom, the increase in gross domestic product slackened only marginally after the referendum on a British exit from the E.U. Germany's eco- nomic growth was at a comparatively robust 1.8% while that of France was more moderate, at 1.1%. In southwestern Europe, Spain continued its dynamic pace (+3.2%). By contrast, Italy (+1.0%) and Portugal (+1.4%) were not able to boost their economies to such a considerable extent. The central and eastern E.U. countries also boasted above- average growth (+2.8%), helped along by low inflation rates, ongoing low unemployment levels and the stable development of exports. In Russia, the economy shrank only slightly (-0.2%) after the previous year's sharp decline (-2.8%), partly thanks to the stabilization in oil prices over the course of the year. Slowdown in China lighter than expected; stable growth in emerging markets of Asia Further decline of GDP in South America ■ Economic growth somewhat slower in the E.U. Weaker growth in the U.S. Economic trends by region The currencies of many emerging economies that export raw materials were weaker than in the previous year, but appreciated considerably over the course of 2016. This was due in part to a gradual rise in oil and precious metal prices in addition to the U.S. Federal Reserve's cautious interest rate policy. Economic uncertainty increased considerably as the year progressed, largely as an effect of the British vote to exit the E.U., but also because of continuing geopolitical conflicts and unpredictability before and after the U.S. presidential elections. The global economic environment was marked in 2016 by expansive monetary policy, low raw materials prices that nevertheless stabilized over the course of the year, and a modest growth dynamic. The especially low price of oil during the first half of the year dampened growth in the oil-producing countries and reduced the propensity to invest there, including the United States. Small levels of inflation, historically low inter- est rates and a weak euro supported growth in Europe. Trends in the global economy in 2016 Japan Growth in global industrial production ■ The BASF Group business year - Economic environment 16.7 35.5% Education Social projects 6 123456 BASF Group donations, sponsorship and own projects in 2016 (million €) The BASF Group spent a total of €47.0 million supporting projects in 2016; we donated 49.6% of this amount (2015: €56.2 million, 46% of which were donations). The decline in comparison with 2015 is attributable to the previous year's individual special projects in honor of BASF's anniversary. We support initiatives that reach out to as many people as possible and have long-term impact. We foster education, science, social projects, arts and culture, and sports in the communities around our sites. On a regional level, we work together with universities, schools and nonprofit organizations. We support BASF Stiftung, a charitable foundation, in its inter- national projects with various U.N. and nongovernmental organizations. In 2016, we revamped our activities in terms of social commit- ment and designed them to have an even greater impact. The Social Engagement Strategy serves as our launchpad - we use this to strengthen our global approach to the topic. The strategy revolves around support projects having a lasting impact on society and offering learning opportunities for par- ticipating cooperation partners and BASF. The common thread throughout all worldwide social commitment activities is pro- vided by the Sustainable Development Goals of the United Nations. Regional emphasis topics help us tailor our engage- ment toward local needs. Strategy We take on social responsibility: We are involved in diverse projects worldwide, especially in the communities where our sites are located. Our main focus is on life-long learning and access to education. In this way, we promote innovative capacity and future viability. Nonprofit activities and business-oriented projects Two pillars 5 Spent on donations, sponsorship and BASF Group's own projects New strategy BASF Report 2016 Social commitment Social commitment 46 Management's Report 45 2 The guideline provides concrete interpretations for the topics outlined in the global Code of Conduct under "Human Rights and International Labor Standards." To calculate variable compensation, total return on assets is adjusted for special items. 1 1.9% For more on our sustainability-related risk management, see page 29 For more on Compliance, see page 134 onward €47.0 million 14.2 30.2% BASF hones societal activities to have even greater impact 4 Management's Report 47 Growth in global gross domestic product 1 2.3% The BASF Group business year Economic environment BASF Report 2016 2 The BASF Stiftung, a nonprofit organization, supported a school nutrition project of the United Nations World Food Programme in Colombia in 2016 as part of its humanitarian development work. There, healthy school meals are an import- ant motivation for students especially from low-income families to attend school. The project also collaborates with small-holder farmers who supply the participating schools with groceries. The small-holder farmers are given specific training in advance. BASF Stiftung With our Starting Venture program, we develop entrepre- neurial solutions to support low-income demographic groups in emerging markets in their efforts to improve their quality of life. We achieve this through projects in various customer industries and regions that aim to increase employment opportunities and improve access to products. For example, BASF supports young people from low-infrastructure urban areas in Chile with occupational training in the field of auto- motive coatings. 75 young people have achieved certification so far and are now in a position to take up employment at our customers. The Starting Venture program thus also contrib- utes to our long-term business success. Corporate Citizenship activities aim to help create a livable surrounding region for our sites' neighbors, employees and families. This means supporting numerous projects like the "Connected to Care" program begun in 2015. Employees around the world form teams to carry out volunteer projects together with nonprofit organizations. In its Social Engagement Strategy, BASF combines two pillars under one roof: donations and the company's own nonprofit activities (Corporate Citizenship) along with business-oriented projects (Starting Ventures). In the 2016 year-end donation campaign, the company and its employees gave around €337,000 to BASF Stiftung, which is using the sum to support a World Food Programme initiative to improve living conditions for people in Ethiopia. For more information, see basf.com/international_donations 5.2 11.1% Two pillars of social commitment Science 5.3 11.3% 2.7 2.9 €47.0 million Sports 5.7% Culture 3 6.2% Other 2017 3,767 1,391 2018 2 1,887 2020 2,115 1,304 2021 Off-balance-sheet financing tools, such as leasing, are of minor importance to us. BASF Group's most important finan- cial contracts contain no side agreements with regard to specific financial ratios (financial covenants) or compliance with a specific rating (rating trigger). 1,033 2022 and beyond 6,190 1,049 2019 USD commercial paper 5 Other 1 €16,312 million For short-term financing, we use BASF SE's U.S. dollar commercial paper program, which has an issuing volume of up to $12.5 billion. On December 31, 2016, $1,089 million worth of commercial paper was outstanding under this pro- gram. Firmly committed, syndicated credit lines of €6 billion serve to cover the repayment of outstanding commercial paper, and can also be used for general company purposes. We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile and diverse range of investors, and to optimize our debt capital financing conditions. For more on the financing tools used, see the Notes to the Consolidated Financial Statements from page 208 onward These credit lines were not used at any point in 2016. Our external financing is therefore largely independent of short- term fluctuations in the credit markets. Financing instruments (million €) 1 Bank loans 5 4 2,855 2 EUR bonds 9,243 3 3 USD bonds 1,790 4 BASF has good credit ratings, especially in comparison with competitors in the chemical industry. Rating agency Moody's last confirmed their rating of "A1/P-1/outlook stable" on November 28, 2016. Standard & Poor's adjusted their BASF rating from "A+/A-1/outlook negative" to "A/A-1/outlook stable" on March 14, 2016, and confirmed it most recently on August 10, 2016. This adjustment was largely based on the weaker market environment, especially for basic and agricultural chemicals, limited overall volumes growth, and the considerable drop in the price of crude oil. Uncertainty with regard to economic development in China was taken into consideration, as well. Rating agency Scope has also been evaluating our creditworthiness since September 2016. They rated BASF at "A/S-1/outlook stable." 2013 Our interest risk management generally pursues the goal of reducing interest expenses for the Group and limiting inter- est risks. Interest rate hedging transactions are therefore con- ducted with banks in order to turn selected liabilities to the capital markets from fixed interest to variable rate or vice 4 0 2012 2014 2015 2016 6 ■Cash provided by operating activities ■Payments made for property, plant and equipment and intangible assets¹ Free cash flow 1 Including investments to the extent that they already had an effect on cash 2016 2015 Net income Maturities of financial indebtedness (million €) 4,056 Statement of cash flows (million €) 8 10 Cash flow (billion €) versa. 57 40 58 Management's Report The BASF Group business year - Financial position BASF Report 2016 Statement of Cash Flows Cash provided by operating activities significantly, and free cash flow slightly, down year-on-year At €7,717 million, cash provided by operating activities in 2016 was €1,729 million below the level of the previous year. Contributing to this was the lower year-on-year level of cash inflow from changes in net working capital, which contains changes in inventories and receivables as well as in operating liabilities and other provisions. This resulted primarily from the targeted reduction of inventories in 2015. Miscellaneous items especially included the transfer of disposal gains into cash used in investing activities. In 2015, this item had primarily included the reclassification of gains from the asset swap with Gazprom. Cash used in investing activities amounted to €6,490 million in 2016 compared with €5,235 million in 2015. Payments made for property, plant and equipment and intangi- ble assets were at €4,145 million, below both the prior year's level (€5,812 million) and the level of amortization and depreci- ation of intangible assets and property, plant and equipment and financial assets (€4,291 million). Acquisitions and divestitures in 2016 resulted in net pay- ments made of €2,164 million compared with €436 million in net payments received in 2015. The acquisition of Chemetall was primarily responsible. Cash outflow of €181 million from financial assets and other items in 2016 was mainly attributable to the acquisition of marketable securities. In 2015, the decline in loan receivables in particular had led to €141 million in payments received. For more on investments and acquisitions, see page 37 onward Cash used in financing activities amounted to €2,160 mil- lion in 2016, compared with €3,673 million in the previous year. Contributions from minority interests to capital increases in Group companies led to a cash inflow of €28 million in 2016. Changes in financial liabilities resulted in cash inflow of €579 million. This was largely the result of issuing new bonds as well as of tapping an existing bond; the scheduled repay- ment of three bonds and scaling back BASF SE's U.S. dollar commercial paper program both had a counterbalancing effect. In 2016, dividends of €2,664 million were paid to share- holders of BASF SE and €103 million to minority interests. Cash and cash equivalents fell by €933 million, amounting to €1,375 million as of December 31, 2016. Free cash flow, which is what remains after subtracting payments made for property, plant and equipment and intan- gible assets from cash provided by operating activities, fell to €3,572 million compared with €3,634 million in 2015. The decline in cash provided by operating activities was nearly offset by lower payments made for property, plant and equip- ment and intangible assets. To minimize risks and exploit internal optimization potential within the Group, we bundle the financing, financial invest- ments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally by means of derivative financial instruments in the market. We strive to maintain at least a solid "A" rating, which allows us unrestricted access to money and capital markets. Our financing measures are aligned with our operative business planning as well as the company's strategic direction and also ensure the financial flexibility to take advantage of strategic options. 1,082 12,935 1.7 1.5 3,767 4.9 4,074 5.7 1,288 2,850 2,520 3.6 15,317 20.0 14,236 20.1 3.7 3.6 2,540 3.7 3,987 25,055 35.4 Accounts payable, trade Provisions Tax liabilities Financial indebtedness Other liabilities Current liabilities Total equity and liabilities 4,610 6.0 4,020 5.7 2,802 76,496 100.0 70,836 100.0 1,375 14,401 Financial indebtedness - Marketable securities - Cash and cash equivalents Net debt Financing policy and credit ratings ■ - Financing principles remain unchanged "A" ratings confirmed Dec. 31, 2015 11,123 4,074 15,197 21 2,241 536 Our financing policy is aimed at ensuring our solvency at all times, limiting the risks associated with financing and opti- mizing our cost of capital. We preferably meet our external financing needs on international capital markets. 16,312 + Current financial indebtedness Equity and liabilities ■ Equity ratio at 42.6%, compared with 44.5% in previous year Net debt rises from €12,935 million to €14,401 million Equity rose by €1,023 million to €32,568 million compared with the previous year. Retained earnings increased by €1,395 million to €31,515 million. Other comprehensive in- come was reduced by €493 million to minus €4,014 million, primarily because of the remeasurement of defined benefit plans. The equity ratio was 42.6% (2015: 44.5%). Compared with the end of 2015, noncurrent liabilities grew by €3,556 million to €28,611 million. Provisions for pensions and similar obligations increased by €1,896 million, mainly as a result of the reduced discount rate in all relevant currency zones. Noncurrent financial indebtedness rose by €1,422 mil- lion. A bond issued in 2013 with a maturity until 2021 was tapped, increasing its volume by €300 million to €1 billion; in addition, new bonds in EUR, GBP and HKD were issued with an equivalent value totaling €2.6 billion at the end of the year and maturities between 4 and 15 years, in part to finance the acquisition of Chemetall. Four bonds in EUR and GBP due in 2017 with an equivalent value totaling around €1.4 billion were reclassified to current financial indebtedness. Other provisions rose by €298 million while other liabilities matched the prior- year level. Deferred taxes decreased by €64 million. Current liabilities grew by €1,081 million to €15,317 million. All items contributed to this development, with the exception of financial indebtedness. Trade accounts payable increased by €590 million, current provisions by €262 million, tax liabilities by €206 million and current other liabilities by €330 million. Current financial indebtedness fell by €307 million. This was largely on account of the €681 million year-on-year decrease in outstanding U.S. dollar commercial paper as of December 31, 2016, as well as the scheduled repayment of EUR bonds totaling €900 million. The previously mentioned reclassification of bonds had a counterbalancing effect. In total, financial indebtedness grew by €1,115 million to €16,312 million. The average maturity of our financial indebted- ness was 5.6 years (2015: 5.2 years). Net debt grew by €1,466 million to €14,401 million. This is calculated by sub- tracting marketable securities and cash and cash equivalents from current and noncurrent financial indebtedness. This balance-related indicator provides information on effective indebtedness. For more on the composition and development of individual liability items, see the Notes to the Consolidated Financial Statements from page 196 onward For more on the development of the balance sheet, see the Ten-Year Summary on page 234 BASF Report 2016 Management's Report The BASF Group business year - Financial position Net debt (million €) Dec. 31, 2016 Noncurrent financial indebtedness 12,545 3,767 Depreciation and amortization of intangible assets, property, plant and equipment, and financial assets Changes in net working capital Segment overview (million €) 4,448 2,790 (972) (866) (1,050) (888) 57,550 2,018 70,449 10,649 6,309 6,739 37.4 Income from operations (EBIT) 2016 10,526 Other 1,366 517 2,228 1,946 1,649 Agricultural Solutions 5,569 5,820 1,305 1,321 1,087 1,090 Oil & Gas 2,768 12,998 1,596 2,587 Chemicals Performance Products Functional Materials & Solutions Agricultural Solutions 2,131 1,648 1,340 14,549 2,199 1,607 17,359 1,037 1,083 8,899 499 1,072 12,829 12,373 (1,091) 2015 2,906 13,341 964 Oil & Gas Other 1,983 Assets 2016 13,486 Investments¹ 2015 2016 2015 1,213 12,823 14,232 864 1,859 110001 4,291 18,523 Functional Materials & Solutions (5,235) Capital increases/repayments and other equity transactions Changes in financial liabilities Dividends Cash used in financing activities 28 (6,490) 579 (2,767) (2,806) (2,160) (3,673) Net changes in cash and cash equivalents (933) 66 (933) 141 (181) 436 104 1,347 Miscellaneous items (734) (336) Cash provided by operating activities 7,717 9,446 Payments made for property, plant and equipment and intangible assets Acquisitions/divestitures Financial assets and other items Cash used in investing activities (4,145) (5,812) (2,164) 538 Cash and cash equivalents at the beginning of the year and other changes 2,308 1,703 2015 Chemicals 13,461 14,670 3,169 3,090 2,064 2,156 Performance Products 15,002 15,648 2,522 2,289 1,745 1,366 2016 18,732 2015 2015 Cash and cash equivalents at the end of the year 1,375 2,241 BASF Report 2016 Business review by segment Segment overview (million €) Management's Report 59 The BASF Group business year - Business review by segment Income from operations before depreciation and amortization Income from operations (EBIT) Sales (EBITDA) before special items 2016 2016 28,611 13.1 869 70,836 Average assets used 73,666 71,098 Return on assets % 76,496 8.2 We calculate return on assets as income before taxes and minority interests, plus interest expenses, as a percentage of average assets used. This figure reflects the return inde- pendently of capital structure. 54 Management's Report The BASF Group business year - Results of operations Forecast/actual comparison¹ BASF Report 2016 Chemicals 8.7 Total assets as of December 31 71,359 70,836 918,479 5.00 Compared with earnings per share, this figure has been adjusted for special items as well as amortization of, and valu- ation allowances (impairments and write-ups) on, intangible assets. Amortization of intangible assets primarily results from the purchase price allocation following acquisitions. The amor- tization of intangible assets is therefore of a temporary nature. The effects of these adjustments on income taxes and on minority interests are also eliminated. This makes adjusted earnings per share a suitable measure for making compari- sons over time and predicting future profitability. In 2016, adjusted earnings per share amounted to €4.83 compared with €5.00 in the previous year. 2016 2015 Income before taxes and minority interests + Interest expenses 5,395 661 5,548 638 For more information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 181 Income before taxes and minority interests and interest expenses 6,056 6,186 Total assets as of January 1 Performance Products 918,479 4.83 Sales 2016 actual In 2016, BASF Group sales and EBIT before special items developed in line with our forecast: Sales declined consider- ably and EBIT before special items was slightly below the level of 2015. We just barely missed the volumes growth expected in all segments excluding the effects of acquisitions and dives- titures: In the Agricultural Solutions segment, volumes were slightly down, while they rose as anticipated in the chemicals business and the Oil & Gas segment. EBIT did not decline slightly as forecast, but rather matched the prior-year level. This was largely the result of special income from the divesti- tures completed in 2016 in the Functional Materials & Solutions segment. The earnings contribution from the chemicals busi- ness increased considerably in 2016, counter to our assump- tion that it would slightly decline. Mainly because of this, BASF Group EBIT after cost of capital rose considerably rather than decreasing considerably as we had expected. Sales in the Chemicals segment fell considerably in 2016, whereas we had expected the decline to be slight. Increased volumes were able to partly offset for the sharp drop in prices, but less so than we had foreseen. For EBIT before special items, we observed only a slight, rather than considerable, year-on-year decline, essentially through the higher margins for isocyanates in the Monomers division. Contrary to our expectations, sales in the Performance Products segment were slightly below the previous year's level instead of matching it. Volumes growth was less able than we had anticipated to offset price declines and negative portfolio and currency effects. EBIT before special items rose not only slightly, but rather considerably, in the Performance Products segment. In addition to significantly reduced fixed costs thanks to restructuring measures and strict cost management, improved margins also contributed to this development. In the Functional Materials & Solutions segment, we were able to raise sales volumes in all divisions in 2016, more than compensating for price and currency effects. As a result, sales were not at the same level of the previous year, as forecast, but rose slightly instead. EBIT before special items likewise exceeded our expectations, with a considerable rather than slight increase. For the Agricultural Solutions segment, we had anticipat- ed slight growth in both sales and EBIT before special items. Due especially to dampened demand for insecticides in South America and fungicides in Europe, however, we posted a slight decrease in sales volumes instead of the expected increase. Negative currency effects also dampened sales. Through strict cost management, EBIT before special items reached the prior year's level despite the slight decline in sales. In the Oil & Gas segment, sales and EBIT before special items fell considerably as expected. We expanded our pro- duction volumes in 2016 in line with our forecast. Actual development compared with outlook for 2016 Sales in Other declined considerably, corresponding to our expectations. EBIT before special items, however, was considerably below rather than considerably above the level of the previous year. This was largely attributable to valuation effects for our long-term incentive program. For information on our expectations for 2017, see page 122 onward 2 Our chemicals business comprises the Chemicals, Performance Products und Functional Materials & Solutions segments. 3 Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments BASF Report 2016 Net assets Assets In 2016, we invested a total of €3.9 billion in capital expen- ditures, less than the anticipated level of around €4.2 billion. Investments in the Oil & Gas and Performance Products segments in particular were below the values considered in our planning. 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). slight decline slight decline considerable increase considerable increase at prior-year level considerable decline considerable decline Income from operations (EBIT) before special items 2016 actual 2016 forecast considerable decline considerable decline at prior-year level Functional Materials & Solutions at prior-year level slight increase considerable decline considerable decline considerable decline slight decline slight increase slight decline considerable decline considerable decline considerable decline slight increase slight increase slight increase considerable decline considerable increase slight decline Agricultural Solutions Oil & Gas Other BASF Group 2016 forecast slight decline € in thousands Weighted average number of outstanding shares Adjusted earnings per share 2015 plant and equipment before special items 4,018 3,769 Income before taxes and EBITDA before special items 2016 10,327 minority interests 5,395 5,548 - Special items (34) (468) 10,508 allowances on intangible assets and property, + Amortization, depreciation and valuation Adjusted earnings per share (million €) BASF Report 2016 Management's Report 53 The BASF Group business year - Results of operations EBITDA before special items (million €) 2016 2015 Return on assets was 8.2%, compared with 8.7% in the previous year. The decline was partly attributable to the acqui- sition of Chemetall in December 2016. EBIT 6,275 6,248 - Special items (34) (491) EBIT before special items 6,309 6,739 EBITDA (million €) + Amortization and valuation allowances on intangible assets 560 801 4,401 EBITDA 10,526 10,649 4,637 4,901 197 312 4,440 4,589 Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are figures that describe operational performance independent of age-related amortization and depreciation of assets and extraordinary valuation allowances (impairments or write-ups). Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items is also highly useful in making comparisons over time. At €10,327 million, EBITDA before special items in 2016 was down by €181 million compared with the previous year; EBITDA amounted to €10,526 million, or €123 million below the level of 2015. Return on assets (million €) Adjusted income before minority interests - Adjusted minority interests Adjusted net income 4,251 Management's Report 55 plant and equipment 1,300 2016 2015 - Amortization and valuation allowances on intangible assets contained in special items 42 52 200 EBIT 6,275 6,248 Adjusted income before taxes and minority interests 5,937 6,617 + Amortization, depreciation and valuation allowances on intangible assets and property, - Adjusted income taxes 1,716 The BASF Group business year - Net assets December 31, 2016 December 31, 2015 Equity BASF Report 2016 December 31, 2016 December 31, 2015 Million € % Minority interests Million € 4,306 5.6 4,317 6.1 31,515 41.2 % Other comprehensive income Retained earnings Paid-in capital Rise in both current and noncurrent assets Noncurrent assets especially boosted by Chemetall acquisition Amounting to €76,496 million, the level of total assets was €5,660 million above that of the previous year. Noncurrent assets rose by €4,280 million to €50,550 mil- lion. The €2,625 million increase in intangible assets was mainly due to the Chemetall acquisition. Additions amounted to €2,881 million, €1,552 million of which was goodwill. Cur- rency effects increased intangible assets by €409 million. Amortization reduced them by €560 million and disposals by €91 million. The value of property, plant and equipment rose by €1,153 million to €26,413 million. Additions amounted to €4,377 million, €4,222 million of which was to investments, putting them above the level of depreciation', which amounted to €3,691 million. Additions from acquisitions amounted to €155 million and arose especially from the Chemetall acquisi- tion. Currency effects increased property, plant and equipment by €570 million. Disposals reduced this item by €242 million, €97 million of which was attributable to divestitures. Investments accounted for using the equity method rose by €211 million to €4,647 million, primarily as a result of addi- tions and currency effects. Other financial assets increased by €79 million to €605 million and deferred tax assets rose by €722 million to €2,513 million, especially from the increase in provisions for pensions and similar obligations. Other receivables and miscellaneous assets were down by €510 million to €1,210 million year-on-year. This was largely the result of a decline in the positive fair value of derivatives and lower receivables from loans as well as a lower level of defined benefit assets. The value of current assets rose by €1,380 million to €25,946 million. The €1,436 million increase in trade accounts receivable resulted mainly from higher year-on-year sales in the fourth quarter as well as from currency effects. Inventories grew by €312 million; other receivables and miscellaneous assets fell by €17 million. With the acquisition of Chemetall on December 14, 2016, these three items increased by €276 mil- lion. Marketable securities rose by €515 million due to the optimization of short-term financial investments. At €1,375 million, cash and cash equivalents were €866 million below the level of December 31, 2015. For more on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 189 onward Including impairments and write-ups 56 Management's Report The BASF Group business year - Financial position Financial position Equity and liabilities 30,120 42.5 (4,014) (5.2) 4.8 Deferred taxes 3,317 4.3 3,381 4.8 Financial indebtedness Other liabilities Noncurrent liabilities 12,545 16.4 11,123 15.7 873 1.2 3,369 ■ 4.8 Other provisions (3,521) (5.0) 761 1.0 629 0.9 32,568 42.6 31,545 44.5 Provisions for pensions and similar obligations 8,209 10.7 6,313 8.9 3,667 1.2 Assets 70,836 Other financial assets 605 0.8 526 0.7 Deferred taxes 6.3 2,513 1,791 2.5 Other receivables and miscellaneous assets 1,210 1.6 1,720 3.3 4,436 6.1 4,647 Million € % Million € % Intangible assets 15,162 19.8 12,537 17.7 Property, plant and equipment 26,413 34.5 25,260 35.7 Investments accounted for using the equity method 2.4 Noncurrent assets 50,550 66.1 0.7 21 Cash and cash equivalents 1,375 1.8 2,241 3.2 Current assets 25,946 33.9 24,566 34.7 Total assets 76,496 100.0 536 100.0 Marketable securities 3,095 46,270 65.3 Inventories 10,005 (985) 9,693 13.7 Accounts receivable, trade 10,952 14.3 9,516 13.4 Other receivables and miscellaneous assets 3,078 4.0 4.4 9,374 ■ 6,248 437 94 431 (219) (613) (212) (63) 66 1,906 1,707 2,043 2015 548 3rd quarter 2016 2015 2,070 4th quarter 365 574 465 726 467 547 515 503 304 320 Functional Materials & Solutions 431 535 458 Agricultural Solutions Oil & Gas Other 591 456 2015 nnnn 2016 (386) (114) 1,516 1,603 1,180 1,023 Income from operations (EBIT)' (million €) (98) 1st quarter 3rd quarter 4th quarter 2016 2015 2016 2015 2016 2nd quarter (233) 127 163 497 633 635 249 464 319 231 497 371 458 228 389 97 7 79 144 194 371 Performance Products 2015 Chemicals 2015 3,189 Performance Products 3,783 4,038 3,846 4,084 3,771 3,562 3,899 3,627 Functional Materials & Solutions 4,408 4,584 4,703 4,916 4,660 3,602 4,517 3,640 3,975 1st quarter 2nd quarter 3rd quarter 4th quarter 2016 2015 2016 3,377 2015 2015 2016 2015 Chemicals 3,149 3,866 3,373 2016 4,961 4,506 Agricultural Solutions 757 538 685 518 660 14,208 20,067 485 14,483 14,013 17,424 14,846 13,880 Income from operations (EBIT) before special items' (million €) 1st quarter 2016 19,078 688 477 Other 1,780 1,898 1,459 1,678 1,049 1,077 1,281 1,167 Oil & Gas 611 4,993 617 3,668 618 3,606 922 731 2nd quarter 2016 Sales1 (million €) 2016 Chemicals Factors influencing sales Monomers €5,745 million Percentage of sales: 43% 2016: €13,461 million -6% Change: 2015: €14,670 million Petrochemicals €5,035 million Change: -12% Percentage of sales: 37% -8% Income from operations before special items (million €) Change: Percentage of sales: BASF Report 2016 Chemicals Management's Report 61 The BASF Group business year - Chemicals The Chemicals segment consists of the Petrochemicals, Monomers and Intermediates divisions. In our integrated production facilities - our Verbund – we produce a broad range of basic chemicals and intermediates in Europe, Asia, North America and South America for our customers. Divisions Petrochemicals 20% Broad range of basic products and specialties for sectors such as the chemical and plastics industries Isocyanates and polyamides as well as inorganic basic products and specialties for various branches, such as the plastics, automotive, construction and electronics industries Intermediates Most comprehensive inter- mediates portfolio in the world, including precursors for coatings, plastics, textile fibers and crop protection products Sales Change: -6% Intermediates €2,681 million Monomers Volumes 3% 2016 >40 Value for our customers and the environment Increased use of renewable in place of fossil raw materials per product up to 100% Since 2013, we have been in a position to flexibly replace fossil resources in our current Verbund system with sustain- ably generated bio-based raw materials by feeding raw mate- rials like biogas or bionaphtha right into the beginning of the value chain. The method is independently certified¹ and can be used in existing production facilities. Based on their formula- tions, we can already allocate and certify the proportion of biomass in more than 40 sales products. Extensions to this portfolio can be accomplished within a short amount of time and enable us to quickly react to growing interest in the use of renewable resources. Externally certified products since introduction For more on the biomass balance approach, see page 94 Strategy ■ Integrated production facilities form core of Verbund ■ Technology and cost leadership provide most important competitive edge With its production facilities, the Chemicals segment is at the heart of the Verbund structure and supplies BASF's segments with basic chemicals for the production of downstream products. We add value with innovations in processes and production, and invest in future markets to ensure the growth of the entire BASF Verbund. As a reliable supplier, we market our products to customers in downstream industries. We continually improve our value chains and are expanding our market position - particularly outside Europe - with new pro- cesses and technologies, as well as through investments and collaborations in future markets. We invest in research and development in order to develop new technologies and to make our existing technologies even more efficient. Cost leadership and a clear orientation along individual value chains are among our most important compet- itive advantages. We concentrate on the critical success factors of the classical chemicals business: making use of economies of scale, the advantages of our Verbund, high capacity utilization, continuous optimization of access to raw materials, lean processes, and reliable, cost-effective logistics. Furthermore, we are constantly improving our global produc- tion structures and aligning these with regional market require- ments. In Ludwigshafen, we will strengthen the Verbund by replacing our acetylene plant, which occupies a central role for many products and value chains, with a modern, highly efficient plant by 2019. 1 Certification standard "Renewable raw materials" of the independent inspection authority TÜV SÜD, Munich, Germany 6,275 The approach can be applied to many of our products and adjusted to customer specifications. Up to 100% of a product's fossil raw materials can be replaced by sustainably produced biomass while retaining identical product quality. Some of the products already certified include dispersions, superabsor- bents and plastics. The certification makes it easier for our customers to place products on the market that have been produced with the help of renewable resources. Value for BASF A groundbreaking way of using renewable resources in the Verbund Biomass Balance Approach 2,064 Prices (11%) 2015 2,156 Portfolio 0% Currencies 0% Sales (8%) Change: minus €92 million 62 Management's Report The BASF Group business year Chemicals How we create value - an example BASF Report 2016 1 Quarterly results not audited 2015 1,180 2015 1,023 (1,050) 531 411 492 366 724 366 Agricultural Solutions 464 590 288 365 93 6 66 139 Oil & Gas 573 66 452 166 468 726 467 548 499 631 549 Functional Materials & Solutions 226 535 491 486 368 458 315 169 Performance Products 436 93 430 EBIT before special items by segment EBIT before special items BASF Group by quarter¹ (million €) (million €) Chemicals 2,064 1st quarter 2016 Performance Products 325 Functional Materials & Solutions 1,946 Agricultural Solutions 1,087 Oil & Gas 517 3rd quarter 2016 2015 1,906 2015 2,070 1,707 2015 2,043 1,516 1,603 Other 2nd quarter 2016 1,227 1,889 1,464 178 643 162 (437) Other (245) (695) (147) (83) (256) (72) (443) (135) 1,866 1,995 1,718 2,039 4th quarter 2016 BASF Report 2016 1,745 Oil & Gas Agricultural Solutions 10% Oil & Gas 5% Other Contributions to EBITDA by segment Chemicals 30% Performance Products 24% Functional Materials & Solutions 28% Agricultural Solutions 12% Other 15% (9%) 60 Management's Report The BASF Group business year - Business review by segment 33% Functional Materials & Solutions 3% Performance Products 76,496 8,435 26% 3,679 266 1,115 121 70,836 7,258 9,632 854 402 1,823 111 6,013 Contributions to total sales by segment Chemicals 23% 1 Additons to property, plant and equipment (thereof from acquisitions: €155 million in 2016 and €91 million in 2015) and intangible assets (thereof from acquisitions: €2,789 million in 2016 and €136 million in 2015) €2,681 million Asia Pacific 36% South America, Africa, Middle East 3% 1 2 BASF Report 2016 In August 2016, we began production at the TDI complex in Ludwigshafen, Germany, and started supplying customers for the first time. The plant's gradual startup had begun in November 2015. Owing to a technical defect in November 2016, the TDI plant was still undergoing repair at the time of this report's publication. EBIT before special items in 2016 was considerably below the previous year's level. This was mainly the result of substan- tially shrunken margins in the butanediol and derivatives business. Slowing the decline were improved margins in the polyalcohols business. Fixed costs rose year-on-year, mainly as a result of several production plants beginning operation in the second half of 2015. Special charges resulted predomi- nantly from impairments on assets. We expanded our butanediol capacities in Geismar, Louisiana, in 2016. With our partner PETRONAS, we started up a plant for 2-ethylhexanoic acid in Kuantan, Malaysia; in Korla, China, we have been producing polytetrahydrofuran (PolyTHFⓇ) since July 2016 with our partner Markor. Management's Report 67 The BASF Group business year - Performance Products The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Our solutions enhance the performance of industrial and consumer products worldwide. With our tailor-made products, our customers can make their production processes more efficient and give their products improved application properties. Performance Products 19% Increased margins for isocyanates, particularly in the fourth quarter of 2016, led to a considerable increase in EBIT before special items. They were able to more than offset lower mar- gins in the polyamide value chain as well as the higher fixed costs arising from the startup of new production plants. Special charges came mainly from the overhaul of capro- lactam production in Europe. 3 0% 1 6% (12%) Divisions Portfolio 0% Currencies 0% Sales (6%) Intermediates - Sales by region (Location of customer) 4 -234 1 Europe 42% North America Dispersions & Pigments 2015: Sales Prices €15,648 million Factors influencing sales Dispersions & Pigments €4,530 million Change: -4% -2% Care Chemicals €4,735 million Change: -3% Percentage of sales: 32% Income from operations before special items (million €) Volumes Percentage of sales: 30% Change: €15,002 million 13% Care Chemicals Ingredients for hygiene, personal care, home care and industrial & institutional cleaning businesses as well as for applications in the chemical industry Nutrition & Health Products for the food and feed industries, the flavor and fragrance industry and the pharma- ceutical industry Performance Chemicals Customized products for many sectors, from mining and the fuel industry to plastics processing Performance Chemicals Change: €3,805 million Percentage of sales: -8% 25% 2016: Nutrition & Health Change: -3% €1,932 million Percentage of sales: Raw materials for the formulation of varnishes, coatings, printing and packaging inks, adhesives and construction materials Volumes Volumes South America, Africa, Middle East 57% 32% €5,035 million 8% 2 South America, Africa, Middle East 3% 3 Asia Pacific ■ At €5,035 million, sales down by 12%, mainly due to price declines EBIT before special items slightly below previous year's value owing to lower margins In the Petrochemicals division, sales to third parties fell by €693 million to €5,035 million in 2016, largely owing to sharp declines in sales prices. These were predominantly brought EBIT before special items was slightly below the previous year's high level due to lower margins overall. Steam cracker margins fell sharply in North America, while in Europe, they once again matched the high level of 2015. Margins declined in the acrylic monomers and oxo alcohol businesses due to high product availability on the market. Margins developed Petrochemicals 4 North America 234 41% 1 North America 27% €4,530 million Asia Pacific 26% South America, Africa, Middle East 6% 2 We considerably improved EBIT before special items in 2016, predominantly thanks to higher margins. We held fix costs at the previous year's level through strict cost discipline. Special charges were below the level of the previous year, and were mostly related to restructuring measures. They were partly offset by gains from the disposal of the photoinitiator business. We were able to reduce fixed costs through strict cost disci- pline, thereby more than offsetting the continued pressure on margins that came largely from the hygiene business. As a consequence, EBIT before special items rose slightly com- pared with the previous year. Special charges were predomi- nantly attributable to restructuring measures. In the fourth quarter of 2016, we started up the expanded production facility for chelating agents, including TrilonⓇ M, at the site in Ludwigshafen, Germany. We increased production volumes of surfactants in Dahej, India, in 2016. We continued modification work for the new superabsorbent technology at the site in Antwerp, Belgium, and plan to complete this in 2017. Petrochemicals - Sales by region (Location of customer) 1 Europe 66 Management's Report 33% 6% The BASF Group business year Chemicals positively, however, for steam cracker products in Asia and for ethylene oxide and glycols in Europe, largely driven by product scarcity on the market in the first half of the year. Currencies (1%) Sales (6%) Monomers - Sales by region (Location of customer) (1%) 1234 Europe 39% North America 22% €5,745 million Asia Pacific 4 Portfolio (8%) Prices Monomers ■ Sales decrease by 6% to €5,745 million, mainly on account of lower prices EBIT before special items considerably higher as a result of increased isocyanate margins In the Monomers division, sales to third parties declined by €348 million to €5,745 million in 2016. This was basically the result of lower sales prices brought about by a drop in raw material costs, which particularly weighed down sales in the polyamide value chain. By contrast, prices increased for iso- cyanates. Volumes growth for isocyanates was able to more than compensate for the decline in the caprolactam business; sales volumes grew slightly as a result. Intermediates ■ Sales decrease by 6% to €2,681 million on account of lower prices Lower margins primarily responsible for considerable year-on-year decline in EBIT before special items Compared with 2015, sales to third parties decreased by €168 million to €2,681 million in the Intermediates division. Sales prices fell once again, due to a sharp drop in raw mate- rial prices. In the butanediol and derivatives market, intense competitive pressure from the startup of new capacities in Asia additionally weighed down prices. We were able to raise our volumes overall, predominantly driven by higher sales volumes of amines in North America and of polyalcohols, especially neopentylglycol, in Asia. Intermediates - Factors influencing sales Monomers - Factors influencing sales 1% 4% BASF Report 2016 2016 certified palm kernel Prices BASF Report 2016 Nanjing, China Shanghai, China Ludwigshafen, Germany Bradford, England Kuantan, Malaysia Besigheim, Germany Antwerp, Belgium Project Location The BASF Group business year - Performance Products 70 Management's Report 590,000 215,000 n/a 630,000 Capital expenditures Modification for new superabsorbent technology Startup 2017 Expansion: vinyl formamide plant 2016 Expansion: production plant for pigments (PaliocromⓇ) 2016 Expansion: production plant for resins (LaromerⓇ) 2016 Expansion: lubricants plant 2017 Construction: polyisobutene plant 2017 Construction: aroma ingredients complex 2016 2017 Construction: production plant for bio-acrylamide Expansion: production plant for bismuth vanadate pigments 30,000 2016 170,000 600,000 Plastics processing industry, automotive industry, fuel and lubricant industry, oil and gas industry, mining industry, municipal and industrial water treatment, leather industry as well as paper industry and packaging made of paper Food and feed industries, flavor and fragrance industry and pharmaceutical industry Raw materials for paints and coatings, adhesives industry, plastics processing industry, products for construction chemicals, printing and packaging industry, paper industry, specialties for the electronics and other industries Cosmetics industry, hygiene industry, detergent and cleaner industry, agricultural industry and technical applications Customer industries and applications Auxiliaries for the production and treatment of leather and textiles Process chemicals for the extraction of oil, gas, metals and minerals, chemicals for enhanced oil recovery Functional chemicals and process chemicals for the production of paper and cardboard, water treatment chemicals, membrane technologies, kaolin minerals Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants Excipients for the pharmaceutical industry and selected, high-volume active ingredients, such as ibuprofen and omega-3 fatty acids Flavors and fragrances, such as geraniol, citronellol, L-menthol and linalool Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers and omega-3 fatty acids Superabsorbents for baby diapers, adult incontinence products and feminine hygiene articles Solvents for crop protection product formulations and products for metal surface treatments (12%) Antioxidants, light stabilizers, pigments and flame retardants for plastic applications Since January 2017 Production capacities of significant products² Product Annual capacity (metric tons) South America, Africa, Middle East Asia Pacific Sites 2 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Superabsorbents North America Europe Polyisobutene Organic pigments Nonionic surfactants Methane sulfonic acid Chelating agents Citral Anionic surfactants 40,000 1,745 Expansion: polyvinylpyrrolidone plant Expansion: production plant for resins (BasonatⓇ) Europe oil increased to 158,000 metric tons Value for our customers and the environment In 2016, purchase of Number of RSPO-certified 19 The sustainable cultivation of renewable raw materials is gain- ing in importance. Our customers in the cosmetic and deter- gents and cleaners industries are therefore increasingly making use of ingredients containing palm kernel oil that has been certified according to the criteria of the Round Table on Sus- tainable Palm Oil (RSPO). The availability of certified palm kernel oil is limited. And yet we were able to expand our pur- chasing volumes by around 32,000 to 158,000 metric tons in 2016, nearly doubling sales of certified products based on palm kernel oil. This allows us to meet increasing demand and participate in actively shaping the evolving market. With a total of 19 RSPO-certified production sites on four continents, we offer our customers a secure supply worldwide, helping them fulfill the obligations they took on for sustainable palm-based products. Our annual use of palm kernel oil and its derivatives requires an average of 785,000 hectares of cultivated acreage. As one of the largest global processors of palm kernel oil, we will continue our commitment to continu- ously improving sustainability along the entire value chain. Strategy ■ ■ production sites worldwide Value for BASF Attracting customers as a reliable supplier and supporting more sustainable cultivation Ingredients from RSPO-certified palm kernel oil (2%) 2015 1,366 Portfolio (2%) Currencies (1%) Sales (4%) Change: €379 million 68 Management's Report BASF Report 2016 The BASF Group business year - Performance Products How we create value - an example Tailor-made products and solutions improve our customers' applications and processes Global presence ensures reliable supply to customers in all regions 2017 Pigments activities transferred to independent legal entities; new Electronic Materials business unit Industry-specific specialties make up a major part of our product range. These products create additional value for our customers, which allows them to stand out from the competi- tion. We develop new solutions together with our customers and strive for long-term partnerships which create profitable growth opportunities for both sides. Performance Chemicals Nutrition & Health Care Chemicals Thereof Dispersions & Pigments Sales to third parties Segment data (million €) Intersegmental transfers BASF Report 2016 Modification: polyvinylpyrrolidone plant 2018 Expansion: polyacrylamide plant 2020 Construction: production plant for vitamin A 2017 2016 Sales including intersegmental transfers Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, polymers, biocides and products for optical effects Polymer dispersions, pigments, resins, high-performance additives, formulation additives, electronic chemicals¹ We pursue a different business model for standard products, such as vitamins or dispersions for paper coatings. Here, effi- cient production setups, backward integration in our Produc- tion Verbund's value chains, capacity management, and technology and cost leadership are all essential. We support our customers by serving as a reliable supplier with consistently high product quality, good value for money and lean processes. In July 2016, we transferred the global pigments activities to independent legal entities. The largest is BASF Colors & Effects GmbH, headquartered in Ludwigshafen, Germany. This reorganization allows for better adaptation to the chal- lenges facing the pigment industry. As of January 1, 2017, all resources of the BASF Group for the electronics industry, including the activities of the Mono- mers division for the semiconductor and display sectors, were combined into a new global business unit, Electronic Materials, allocated to the Dispersions & Pigments division. This will strengthen our position as a strategic partner to the major electronics manufacturers. We began planning construction of a new vitamin A com- plex in Ludwigshafen, scheduled to start up in 2020. BASF Report 2016 Products, customers and applications Management's Report 69 The BASF Group business year - Performance Products Division Dispersions & Pigments Care Chemicals Nutrition & Health Performance Chemicals Products We take on the challenges posed by important future issues, especially population growth: scarce resources, environmental and climatic stressors, greater demand for food and the desire for better quality of life. In doing so, we focus on research and development and maintain close relationships to leading com- panies in our key customer industries. We position ourselves globally in order to reliably supply customers in all regions. We invest in the development of innovations that enable our prod- ucts and processes - as well as our customers' applications and processes to make a contribution to sustainability: for example, by allowing resources to be used more efficiently. 1 Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters 10% Total annual capacity (metric tons) through expansion (metric tons) 240,000 Additional annual capacity BASF Report 2016 dioctyl terephthalate (DOTP) Changeover of plasticizers production to Pasadena, Texas Replacement: acetylene plant Construction: TDI plant Ludwigshafen, Germany Construction: 2-ethylhexanoic acid plant Kuantan, Malaysia Construction: PolyTHFⓇ plant Construction: butanediole plant³ Korla, China Expansion: butanediol plant Geismar, Louisiana Startup Construction: ammonia plant² 480,000 750,000 2017 n/a n/a 2019 2015/2016 300,000 90,000 n/a 2016 30,000 2016 50,000 2016 100,000 2016 160,000 n/a 2017 2017 Expansion: MDI plant¹ Freeport, Texas Project Polyamide precursors Polyamide 6 and 6.6 Oxo-C4 alcohols (calculated as butyraldehyde) Neopentyl glycol 360,000 Caustic soda 2,610,000 Isocyanates 545,000 Urea 1,445,000 3,480,000 430,000 385,000 670,000 680,000 Ethylene oxide PolyTHF® Propionic acid Propylene Propylene oxide Caojing, China Location Capital expenditures The BASF Group business year Chemicals 64 Management's Report 2 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. 535,000 Plasticizers 1 Operated by an associated company with Huntsman, Shanghai Huayi (Group) Company, Shanghai Chlor-Alkali Chemical Co. Ltd. and Sinopec Group Assets Management Corp. 920,000 675,000 2,610,000 150,000 350,000 1,010,000 820,000 1,495,000 205,000 Sulfuric acid Ethylene 2 Operated by an associated company with Yara International ASA BASF Report 2016 Investments² 5 12,823 13,486 Assets (1) 692 686 EBIT after cost of capital (4) 2,156 2,064 EBIT before special items (25) (81) Special items (7) 1,213 2,131 1,859 Research and development expenses Currencies Sales 0% 1% (13%) -234 Volumes Prices Portfolio Petrochemicals - Factors influencing sales about by raw material prices that were significantly below prior-year levels, especially in the first half of the year. Produc- tion was resumed at the Ellba C.V. joint operation plant in Moerdijk, Netherlands, enabling us to slightly increase overall sales volumes. In North America, volumes decreased mainly as a result of lower plant capacity utilization of the condensate splitter as well as of unscheduled shutdowns of the steam cracker in Port Arthur, Texas. For the Outlook for 2017, see page 122 Income from operations (EBIT) before special items fell by €92 million to €2,064 million, mainly because of higher fixed costs from new production plant startups. Lower margins in the Petrochemicals and Intermediates divisions also damp- ened EBIT before special items; higher margins for isocyanates in the Monomers division helped slow the decline. EBIT decreased by €148 million to €1,983 million. Special charges came mainly from the overhaul of caprolactam production in Europe. In the Chemicals segment, sales to third parties decreased by €1,209 million in 2016 to €13,461 million (volumes 3%, prices -11%, portfolio 0%, currencies 0%). The reason for this were lower prices as a result of slumped raw material prices, espe- cially in the Petrochemicals division. We were able to raise our volumes overall. ■ Decline in EBIT before special items by 4% to €2,064 million mainly owing to higher fixed costs Sales decrease by 8% to €13,461 million, due to lower prices Chemicals segment 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 2 Additions to intangible assets and property, plant and equipment (including acquisitions) (12) 207 182 (35) 1,983 Income from operations (EBIT) 24 6,093 5,745 (12) 5,728 5,035 (8) 2015 14,670 13,461 Intersegmental transfers Intermediates Monomers Thereof Petrochemicals Sales to third parties 2016 The BASF Group business year - Chemicals Management's Report 65 Segment data (million €) (6) 2,681 2,849 (6) 959 1,186 Amortization and depreciation¹ 21.1 23.5 % EBITDA margin 3 3 Operated by an associated company with Xinjiang Markor Chemical Industry Co. Ltd. 3,090 Income from operations before depreciation and amortization (EBITDA) (8) 19,970 18,297 Sales including intersegmental transfers (9) 5,300 4,836 3,169 Ethanolamines and derivatives Change in % Butanediol equivalents ■ At €15,002 million, sales driven down 4% mainly by prices and divestitures ■ EBIT before special items improves by 28% to €1,745 million, primarily due to lower fixed costs and higher margins At €15,002 million, sales to third parties in 2016 in the Perfor- mance Products segment were €646 million below the level of the previous year. This was primarily attributable to falling sales prices and the divestitures completed in 2015 (volumes 1%, prices -2%, portfolio -2%, currencies -1%). The drop in sales prices was largely the result of oil-price-related reductions in raw material costs, in addition to ongoing pressure on prices in the hygiene business. Sharp increases in vitamin prices in the Nutrition & Health division helped counter this development. _ In addition, the portfolio measures taken in 2015 — in particu- lar, the divestiture of parts of our pharmaceutical ingredients and services business and the paper hydrous kaolin activities, as well as the sale of the textile chemicals business - led to diminished sales in 2016. Currency effects slightly dampened sales in all divisions. We achieved volumes growth overall in the remaining business. We raised income from operations (EBIT) before special items by €379 million to €1,745 million. This was mostly due to significantly reduced fixed costs thanks to restructuring measures and strict fixed cost management, in addition to improved margins. At €1,648 million, EBIT exceeded the previous year's level by €308 million. Special charges were predominantly attributable to restructuring measures. Special income arose particularly from the sale of the photoinitiator business. For the Outlook for 2017, see page 122 72 Management's Report The BASF Group business year - Performance Products BASF Report 2016 Dispersions & Pigments ■ Sales at €4,530 million, 2% below 2015 level mostly owing to lower prices Considerable increase in EBIT before special items, primarily through higher margins At €4,530 million, sales to third parties were €99 million below the level of the previous year in the Dispersions & Pigments division. Lower sales prices weighed down by an oil-price- related drop in raw material costs were the main reason behind this slight decline. We were able to slightly raise overall sales volumes. Demand in the dispersions business developed positively, especially in Asia and Europe, but sales as a whole fell on account of price declines. Sales of resins decreased mainly as a result of lower prices. The closure of the production plant in Kankakee, Illinois, also weighed down sales; growth impetus, on the other hand, came from Europe and Asia. In the addi- tives business, rising volumes drove an increase in sales. In July 2016, we transferred our global pigments activities to independent legal entities. Sales in this sector increased slightly thanks largely to the positive business development in Asia; by contrast, sales fell in Europe. Care Chemicals Performance Products segment 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and write-ups) 2 Additions to intangible assets and property, plant and equipment (including acquisitions) (10) (5) 383 949 (8) 1,648 1,340 23 (97) (26) 1,745 ■ 1,366 209 (305) 14,549 14,232 2 864 964 362 28 874 ■ EBIT before special items improves considerably thanks to reduced fixed costs (2%) Dispersions & Pigments - Sales by region (Location of customer) 4 1 Europe 2 North America 34 Asia Pacific South America, Africa, Middle East 4 49% 3 17% Chlorine 24% 1 €4,735 million Sales Care Chemicals - Sales by region (Location of customer) (1%) Currencies In the Care Chemicals division, sales to third parties fell by €165 million to €4,735 million in 2016. This was predominantly the result of reduced prices due to lower raw material prices and ongoing intense competition in the hygiene business. Negative currency effects, especially from the Argentinian peso and Brazilian real, additionally dampened sales. Care Chemicals - Factors influencing sales Volumes Prices 0% (2%) Portfolio 0% Currencies Sales decrease by 3% to €4,735 million, mainly on account of lower prices (1%) Sales (3%) Volumes 3% Prices (4%) Portfolio 0% Dispersions & Pigments - Factors influencing sales 14.6 Sales volumes matched the prior-year level in a market environment that remained difficult. We increased sales volumes, especially in our business with ingredients for the detergents and cleaners industry, as well as in the Asia Pacific region. This compensated for lower demand, especially in the hygiene business and in South America. % Use in BASF-Verbund Chemical and plastics industry, detergent, automotive, packing and textile industries; production of paints, coatings, and cosmetics as well as oilfield, construction and paper chemicals Use in BASF-Verbund Customer industries and applications Transferred to the Dispersions & Pigments division on January 1, 2017 Specialties: specialty amines such as tert-Butylamine, gas scrubbing chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Specialties: electronic chemicals¹, metal systems¹ Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Basic products: isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Specialties: special plasticizers such as Hexamoll®, Dinch®, special acrylates Basic products: ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols and acrylic monomers Products Intermediates Monomers Petrochemicals Division Products, customers and applications 63 Use in BASF-Verbund Plastics, coatings and pharmaceutical industries, production of detergents and cleaners as well as crop protection products and textile fibers Production capacities of significant products² Sites Benzene 910,000 Butadiene 1,525,000 305,000 16.8 250,000 1,510,000 Management's Report The BASF Group business year - Chemicals Annual capacity (metric tons) Asia Pacific North America Europe Ammonia Formic acid Alkylamines Acrylic acid Product South America, Africa, Middle East BASF Report 2016 Industries such as plastics, electronics, lumber, furniture, packaging, textile, construction and automotive EBITDA margin 4,735 4,900 (3) 1,932 1,998 3,805 4,121 (8) 465 463 0 15,467 Income from operations before depreciation and amortization (EBITDA) 10 2,289 16,111 (4) (2) 4,629 (3) 2,522 EBIT before special items 4,530 Special items EBIT after cost of capital Assets Investments² Management's Report 71 The BASF Group business year - Performance Products Research and development expenses Amortization and depreciation¹ 2016 2015 Change in % 15,002 15,648 (4) Income before operations (EBIT) 2016: Innovation 2017 4.5 2 4.34.37.1 €59,852 million €67,176 million 4.0% 4 8.9% 3 Value added results from the company's performance minus goods and services purchased, depreciation and amortization. Business performance includes sales revenues, other operating income, interest income and net income from shareholdings. Value added shows the BASF Group's contribution to both private and public income as well as its distribution among all stakeholders. 4.1 31.6% 1.2% 8.6% 1.4% 2016 2.9% Business performance 24.6% Personnel expenses Research and development expenses 115,490 Change in % 113,830 61.6% 1.5 2016 2017 Environment, health, safety and security Donations and sponsorship Society Apprentices at year-end Employees at year-end Employees 3,103 Employees and society 1.4 9,966 10,110 Number of employees in research and development at year-end 1.3 1,863 1,888 million € Change in % 55.2% million € 2017 34.1 3,572 4,789 million € Free cash flow 13.8 7,717 8,785 Cash provided by operating activities (20.2) 1 Amortization of intangible assets, depreciation of property, plant and equipment, impairments and reversals of impairments 2 Additions to intangible assets and property, plant and equipment (including acquisitions) 14,401 million € Net debt 13.3 18.9 % % 3,120 10.8 Return on equity after tax 8.2 11,485 2016 Value added 2017³ Business performance Shareholders (dividend and retention) 4.5 4.4 Minority interests Creditors 4.2 Government 4.3 4.1 Employees Use of value added 16,493 (4,202) (4,251) 19,230 Value added Creation of value added (million €) 4 3 3 (14,520) (13,658) and other expenses Services purchased, energy costs 2 2016 59,852 2017 67,176 (29,224) (25,450) Cost of raw materials and merchandise 1 Amortization and depreciation (0.5) 2.12 10,610 thousand metric tons 2.7 22.0 22.6 million metric tons of CO, equivalents 4 The 2016 figure has been adjusted due to updated data. Investments in environmental protection plants and facilities Operating costs for environmental protection Waste Emissions to air (air pollutants) 25.7 Emissions of greenhouse gases 23.2 24.8 metric tons (3.4) 2.9 2.8 thousand metric tons (11.3) 15.9 14.1 6.9 thousand metric tons 26.0 million metric tons 104 15.4 120 42.6 Number of on-site sustainability audits of raw material suppliers Suppliers Change in % 2016 2017 Audits along the value chain (1.2) 6 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 7 Excluding emissions from oil and gas production 3.6 206 234 million € 1.3 1,011 1,024 million € 1.0 2.10 5 For more information, see page 100 million € (1.9) 20.3 1.5 1.4 per one million working hours Lost-time injuries4 0 2.0 2.0 per one million working hours Process safety incidents 0 (6.6) 0 Safety, security and health Change in % 2016 2017 19.1 47.0 56.0 million € 4.4 10,165 Transportation incidents with significant impact on the environment 20.7 Health Performance Index5 0.96 million cubic meters 10.1 1,649 1,816 million cubic meters Emissions of heavy metals to water? Emissions of nitrogen to water? Emissions of organic substances to water Withdrawal of drinking water Total water withdrawal 0.97 1.3 625 kilograms of sales product/MWh Energy efficiency in production processes (0.2) 57.4 57.3 million MWh Primary energy use Environment 1.0 617 44.1 3,249 Return on assets 1,015 Income from operations (EBIT) (2) 1,305 1,282 EBITDA 2 5,569 5,696 Sales 2016 Change in % 2017 Key data Agricultural Solutions (million €) In the Oil & Gas segment, we focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. Together with our Russian partner Gazprom, we are also active in the transportation of natural gas in Europe. Page 85 Oil & Gas The Agricultural Solutions segment provides innovative solutions in the areas of chemical and biological crop protection, seed treatment and water management as well as for nutrient supply and plant stress. ៣_ Page 81 Agricultural Solutions (17) 1,946 1,617 EBIT before special items 1,037 (2) EBIT before special items 1,033 719 53 517 793 EBIT before special items Net income 109 499 1,043 Income from operations (EBIT) 30 (30) 1,596 EBITDA 17 2,768 3,244 Sales 2016 Change in % 2017 Key data Oil & Gas (million €) (5) 1,087 2,069 2,199 1,545 Income from operations (EBIT) Page 75 In the Functional Materials & Solutions segment, we bundle system solutions, services and innovative products for specific sectors and customers, especially the automotive, electrical, chemical and construction industries, as well as applications for household, sports and leisure. Our portfolio comprises catalysts, battery materials, engineering plastics, polyurethane systems, automotive coatings, surface treatment solutions and concrete admixtures as well as construction systems like tile adhesives and decorative paints. Functional Materials & Solutions EBIT before special items Income from operations (EBIT) EBITDA (20) 1,777 1,416 (10) Key data Functional Materials & Solutions (million €) 1,678 (6) 2,577 2,427 2 3,805 3,896 Performance Chemicals (5) Responsible Care Management System 1,932 1,510 362 2017 Sales (23) 2,906 2,251 EBITDA 12 6,888 7,706 Performance Materials 22 3,969 2016 Change in % Coatings 2,332 2,412 Construction Chemicals 6 6,263 6,658 Thereof Catalysts 11 18,732 20,745 3 % 99 BASF Group 2017 at a glance 3.00 3.10 € Dividend per share 33.3 4.83 6.44 € Adjusted earnings per share 49.8 4.42 6.62 € Earnings per share 140.1 1,136 2,727 million € EBIT after cost of capital 49.9 4,056 3.3 Research and development expenses million € 1,888 Equity ratio (39.9) 7,258 4,364 million € 3.0 76,496 78,768 million € Investments² 6,078 Assets 113,830 115,490 Number of employees 4.4 10,165 10,610 million € Personnel expenses 1.3 1,863 1.5 million € Net income 44.6 million € Amortization and depreciation' 20.9 10,526 12,724 million € EBITDA 21.3 10,327 12,527 4,202 million € Income from operations before depreciation and amortization (EBITDA) 12.0 57,550 64,475 million € Sales Change in % 2016 2017 Economic data and special items 1 On January 1, 2017, the Monomers and Dispersions & Pigments divisions' activities for the electronics industry were merged into the global Electronic Materials business unit and allocated to the Dispersions & Pigments division. For better comparability, the affected figures for 2016 have been adjusted accordingly. 4,251 Income from operations (EBIT) 5,395 7,800 million € Income before taxes and minority interests 18.0 (880) (722) million € Financial result 32.0 (1.2) 6,309 million € EBIT before special items (34) 194 million € Special items 35.8 6,275 8,522 million € 8,328 Number of environmental and safety audits Nutrition & Health 121 120 raw material supplier sites audited >50 external compliance hotlines Our business model1 5 segments 13 operating divisions 86 strategic business units ■ Chemicals ■ Performance Products production sourced locally ■ Functional Materials & Solutions ■■■ Oil & Gas Intelligent Verbund system² 6 Verbund sites and 347 additional production sites worldwide BASF Group companies in more than 80 countries Our corporate purpose: We create chemistry for a sustainable future Around 130,000 customers With our broad portfolio, we serve customers from many different sectors – from major global customers, small and medium-sized enterprises to end consumers. Market success based on strategic principles ■ Agricultural Solutions ■ We add value as one company goods and services for own around 90% Training: >72,000 enrollments in information protection courses L T↑ Employees and contractors worldwide participated in the global safety initiative with over 930 activities at around 360 sites 115,490 of raw materials, employees worldwide, 3,103 apprentices Around 10,000 employees in research and development 84.6% of our senior executives have international experience Numerous offerings for balancing personal and professional life worldwide Our stakeholders include customers, employees, Over 70,000 suppliers and shareholders, as well as representatives from academia, industry, politics, society and the media suppliers of which ■ We innovate to make our customers more successful 109 ■ We form the best team 3,114 5,374 EBITDA 11 2,681 2,979 Intermediates 34 5,189 6,963 Monomers 27 5,035 6,389 73 Thereof Petrochemicals 12,905 16,331 Sales 2016 Change in % 2017 Key data Chemicals' (million €) The Chemicals segment comprises our business with basic chemicals and intermediates. Its portfolio ranges from solvents and plasticizers to high-volume monomers and glues as well as raw materials for detergents, plas- tics, textile fibers, paints and coatings, crop protection and medicines. In addition to supplying customers in the chemical industry and numerous other sectors, we also ensure that other BASF segments are supplied with chemicals for producing downstream products. Page 62 Chemicals We create chemistry ◉-BASF Economic, environmental and social performance BASF Report 2017 口·BASF 1,844 27 Income from operations (EBIT) 4,208 1,953 Values guide our conduct and actions ■ Creative ■ Open ■ Responsible ■ Entrepreneurial 1 For more information on our business model, see page 20 onward 2 For more information on the Verbund system, see page 21 Corporate Governance 7 4,735 5,079 Care Chemicals 6 5,086 5,398 Thereof Dispersions & Pigments 4 115 EBIT before special items 4,233 2,032 108 Performance Products performance control visits Our Performance Products lend stability, color and bet- ter application properties to many everyday products. Our product portfolio includes vitamins and other food additives in addition to ingredients for pharmaceuticals, personal care and cosmetics, as well as hygiene and household products. Other products from this segment improve processes in the paper industry, in oil, gas and ore extraction, and in water treatment. They furthermore enhance the efficiency of fuels and lubricants, the effec- tiveness of adhesives and coatings, and the stability of plastics. Key data Performance Products' (million €) 2017 2016 Change in % Sales 16,217 15,558 Page 68 occupational medicine and health protection audits and health ■ We drive sustainable solutions 0 Responsibility along the value chain 93 Forecast 111 Corporate Governance Corporate governance report 127 Compliance 135 Management and Supervisory Boards 137 Board of Executive Directors 137 Supervisory Board 48 139 140 Report of the Supervisory Board 152 Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act (AktG) 157 Declaration of Corporate Governance 158 Consolidated Financial Statements Statement by the Board of Executive Directors 161 Independent Auditor's Report 162 Statement of income Compensation report 42 Working at BASF 40 44 (9.9) 63 37 70.2 Number of short-notice audits Number of occupational medicine and health protection audits and health performance control visits 44 30 8 For more information, see page 97 Contents To Our Shareholders Letter from the Chairman of the Board of Executive Directors 7 The Board of Executive Directors of BASF SE 10 Investments, acquisitions and divestitures 35 Innovation 34 Customers 23 168 Our strategy The BASF Group 19 Overview Management's Report 14 BASF on the capital market 20 Statement of income and expense The BASF Group business year 169 BASF-Bericht 2017 How we create value Our foundation BASF Report 2017 €34.8 billion in equity €1.9 billion spent on research and development €4.4 billion invested in property, plant and equipment and intangible assets (including acquisitions) €10.6 billion in personnel expenses €38 billion €234 million invested in environmental protection 30,000 different raw materials procured sites recognized in equity 83 environmental, safety and security audits performed at 109 of steam demand The following overview provides examples of how we create value for our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC). Both financial and nonfinancial value drivers form the foundation of our actions. Our business model transforms these principles and actions into results. million MWh 15.1 million MWh of electricity demand of water abstracted million m3 1,816 of raw materials purchased worldwide from renewable resources 5% 39.7 BASF's success is supported by both financial and nonfinancial value drivers such as environmental, production-related, personnel and knowledge-based factors, along with aspects of society and partnerships. We want to understand the relationships between these and derive measures to increase the positive impact of our actions and further minimizing the negative effects. This intention forms the basis of our integrated reporting. worth of raw materials, goods and services purchased for own production 170 Balance sheet How we create value Statement of cash flows 171 Statement of equity 172 Notes 173 Supplementary Information on the Oil & Gas Segment Supplementary information on the Oil & Gas segment - 237 Overviews Ten-year summary Trademarks Glossary Detailed tables of contents can be found on each colored - 247 How we create value For more information on 3D printing, see page 37 chapter divider Cover photo and page 1: drafting these development goals, the United Nations. worked together with nongovernmental organiza- tions, international trade associations, employee representatives, scientists, policymakers and industry. BASF was actively involved in the development of the SDGs as a member of working groups. Our innovations contribute to a sustainable future. We support the United Nations in the implementation of the U.N. Sustainable Development Goals (SDGs), which create the framework for sustainable business practices at the economic, social and environmental levels. In Chemistry for a sustainable future At the Application Technology Center in Heidelberg, Germany, BASF tests new powders, resins, filaments and granulates for 3D printing and develops solutions for industrial additive manufacturing. This makes it possible to create parts with new properties for our customers' applications in industries such as automotive, aviation and aerospace or consumer goods. One example is this open printed functional model of a tool. The tool can be heated or cooled using the integrated tempering channels close to the surface conture. Our integrated corporate report combines financial and sustainability reporting to inform shareholders, employees and the Welcome to BASF Table of Contents 250 249 interested public about the 2017 business year. 2017 5 million BOE 2015/2018² 12 million BOE 2018 Achimgaz, development of Achimov horizon in Urengoy natural gas and condensate field Development of Edvard Grieg field 2008/20202 Development of Aasta Hansteen field 1 BASF's share in barrels of oil equivalent (BOE) Natural gas transportation 2 Year completed 8 million BOE 44 million BOE Startup 2017/20242 In the Neuquén province, Wintershall reduced its interest in the Aguada Pichana concession. Its share in the Aguada Pichana Oeste (West) block was sold to Pan American Energy LLC, Buenos Aires, Argentina, and YPF S.A., Buenos Aires, Argentina. Wintershall reduced its interest in the Aguada Pichana Este (East) block through the sale of shares to Total Austral S.A., Buenos Aires, Argentina, at the beginning of 2018. per year¹ ■ Mostly regulated business with stable framework Construction of European gas pipeline link (EUGAL) planned For information on current reserves, see pages 89 and 237 88 Management's Report The BASF Group business year - Oil & Gas Investments BASF Report 2017 7 million BOE Location North Sea, Norway Siberia, Russia Project Development of Aguada Pichana Este Development of Maria field Plateau/peak production Argentina ■ 1,596 Contribution to financing of the project company Nord Stream 2 AG South America: We hold shares in a total of 15 onshore and offshore fields in Argentina. In the Neuquén province, we drilled three pilot wells as an operator in the Bandurria Norte block. The first exploration well in the CN-V block in the Mendoza province found oil. In Tierra del Fuego, work began on the expansion of the gas treatment facilities for the Cuenca Marina Austral 1 concession. 30 2,069 Income from operations before depreciation and amortization (EBITDA) 18 3,099 3,653 Sales including intersegmental transfers 24 331 409 17 2,768 3,244 Intersegmental transfers Sales to third parties Change in % The largey regulated natural gas transportation sector is char- acterized by stable conditions and yields based on approved costs and tariffs. Our organizational structure meets the unbundling requirements set down by the German Energy Act. As an indirect holding company for the German subsidiar- ies in natural gas transportation, WIGA Transport Beteiligungs- GmbH & Co. KG (WIGA) mainly fulfills a reporting and financing function. GASCADE Gastransport GmbH, OPAL Gastransport GmbH & Co. KG, and NEL Gastransport GmbH all act as independent companies under the umbrella of the WIGA group. In August 2017, we established W & G Infrastruktur Finan- zierungs-GmbH as an intermediate holding company and contributed GASCADE Gastransport GmbH and NEL Gas- transport GmbH to it. The intermediate holding company performs WIGA's financing function for the two companies and is accounted for in the BASF Group's financial statements us- ing the equity method. The companies under the WIGA umbrella operate a 3,300-kilometer long-distance pipeline network that includes links to the Nord Stream pipeline, the Baltic Sea Pipeline Link (OPAL) and the North European Gas Pipeline (NEL). GASCADE Gastransport GmbH plans, as project devel- oper, to construct the 485-kilometer European gas pipeline link (EUGAL), which will extend from the Baltic sea in north- ern Germany to the Czech border. Its maximum annual transportation capacity of 51 billion cubic meters is to be achieved in two phases by 2020. The project will be imple- mented under a fractional ownership agreement with our partners Fluxys Deutschland GmbH, Düsseldorf, Gasunie Deutschland Transport Services GmbH, Hannover, and ONTRAS Gastransport GmbH, Leipzig, each of which holds a 16.5% share. ■ We hold a 15.5% share in the Nord Stream pipeline that started up in 2011 through Nord Stream AG, based in Zug, Switzerland, which is accounted for in the BASF Group's financial statements using the equity method. Other share- holders are the Gazprom (51%), E.ON (15.5%), N.V. Neder- landse Gasunie (9%) and ENGIE (9%) groups. With a total capacity of 55 billion cubic meters of natural gas per year, this pipeline, which stretches from Russia to the German coast over the Baltic Sea, helps strengthen the security of supply in Europe. BASF Report 2017 Segment data¹ (million €) Management's Report The BASF Group business year — Oil & Gas 2017 2016 Wintershall is contributing to the financing of the new Nord Stream 2 project as a co-creditor. Its implementation will strengthen infrastructure and security of supply in Europe, which is particularly important given the decline in production there. Together with the ENGIE, OMV, Royal Dutch Shell and Uniper groups, Wintershall signed long-term financing agree- ments with the project company Nord Stream 2 AG, Zug, Switzerland, on April 24, 2017. The five European energy companies committed to long-term financing of 50% of the entire project costs, which are currently estimated at €9.5 bil- lion. Wintershall will provide up to €950 million. As of Decem- ber 31, 2017, €324 million of this amount had already been called up. Gazprom is the sole shareholder of the project company Nord Stream 2 AG. In Abu Dhabi, Wintershall successfully completed the first offshore exploration well in the Shuwaihat field. 10% Russia: The Yuzhno Russkoye natural gas field in western Siberia, in which Wintershall has a 35% economic interest, has been producing at plateau since 2009. We hold a 50% share in the development of Block IA of the Achimov formation in the Urengoy field in western Siberia. The gradual development of this field was continued and 88 wells were producing at the end of 2017. We will develop blocks IV and V of the Achimov formation with our partner Gazprom. We are also active in exploration and production in the Volgograd region together with the LUKOIL group. Sales 0% Portfolio 517 2016 13% Prices/currencies 793 2017 4% Volumes Income from operations before special items (million €) 17% Factors influencing sales Change 2017: €3,244 million 2016: €2,768 million €5,696 million 3 Asia Pacific 4 South America, Africa, Middle East 20% 17% 2 Income from operations (EBIT) before special items was €1,033 million, down €54 million on the prior-year figure. The slight decline was mainly due to the lower average margins from a different product mix and the difficult market situation in Brazil. Earnings were also negatively impacted by the shut- downs of our production facilities in Beaumont, Texas, and Manatí, Puerto Rico, because of the hurricanes. Fixed costs rose slightly. EBIT declined by €22 million to €1,015 million. For the Outlook for 2018, see page 123 BASF Report 2017 Management's Report 85 The BASF Group business year — Oil & Gas Oil & Gas BASF's oil and gas activities are bundled in the Wintershall Group. We focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East – focus regions in which Wintershall has a high level of regional and technological expertise. We are also active in the transportation of natural gas in Europe with our Russian partner Gazprom. Sales 1 Change: €276 million 86 Management's Report In the future, crude oil and natural gas will continue to contrib- ute significantly toward covering the rising energy demand of a growing world population. That is why we invest in the explo- ration and production of oil and gas, primarily in our core regions Europe, North Africa, Russia and South America. We want to establish the Middle East as another core region in our portfolio. Selected collaborations and strategic partnerships, inno- vative technologies and the responsible development and production of hydrocarbons all form the basis of our growth-oriented strategy. Through the continuous optimiza- tion of our cost structure and portfolio of oil and gas activities, we ensure our competitiveness, even in times when oil and gas prices are low. Measured by production volumes, gas activities comprised around 70% of our portfolio. Handling hydrocarbons in a responsible manner demands special measures for the protection of people and the environ- ment. We therefore carefully assess the potential effects of every project before we begin. Together with experts, contrac- tors and relevant stakeholders, we develop methods and carry out measures for using resources even more efficiently and minimizing impact on the environment. This includes acting in accordance with international agreements, legal requirements and our own, self-imposed high standards. → On December 7, 2017, BASF signed a letter of intent with the LetterOne group on the merger of their respective oil and gas businesses in a joint venture, which would operate under the name Wintershall DEA. The oil and gas activities of BASF bundled in the Wintershall Group comprise Wintershall Hold- ing GmbH, based in Kassel, Germany, and its subsidiaries including the gas transportation business. LetterOne's oil and gas business comprises Hamburg-based DEA Deutsche Erdoel AG and its subsidiaries. According to the plan, Winters- hall DEA is to be created by LetterOne contributing all its shares in DEA Deutsche Erdoel AG to Wintershall against issuance of new shares to LetterOne. BASF shall initially hold 67% and LetterOne 33% of the shares in Wintershall DEA.1 Following the closing of the transaction, we expect to account for our interest in the joint venture using the equity method in the Consolidated Financial Statements. Wintershall DEA would have significant growth potential and be one of the largest independent European exploration and production companies. Production volumes of Wintershall and DEA in 2016 corresponded to around 590,000 barrels of oil equivalent (BOE) per day; the proven reserves at the end of 2016 amounted to 2.1 billion BOE. The merger is designed to optimize the portfolio footprint of the combined business and exploit synergies. In the medi- um term, we aim to take Wintershall DEA public together with LetterOne. Growth through exploration, acquisitions, strategic partnerships and technological expertise Contribution to securing Europe's natural gas supply Intention to merge Wintershall Group with LetterOne's oil and gas business 1 Wintershall's gas transportation business is not included in this shareholding ratio. As of closing, Wintershall DEA would issue a mandatory convertible bond to BASF reflecting the value of Wintershall's gas transportation business. Management's Report 87 The BASF Group business year - Oil & Gas The definitive transaction agreements are to be negotiated over the coming months; the transaction could be expected to close in the second half of 2018, subject to the customary regulatory approvals. There is no assurance that we will enter into definitive transaction agreements with LetterOne or that the intended transaction will be consummated. Active portfolio management, including expansion of our position in Norway Europe: The Mittelplate field off the North Sea coast is the cornerstone of our crude oil production in Germany. We own a 50% share in the development of this largest known oil deposit in the country. Some 30 million metric tons of oil have already been extracted there. We have completed and started up all 12 new wells at the Emlichheim site. A new drilling campaign with a total of five new production wells started at the Bockstedt oilfield. The first wells have already started operation. We conducted a seismic survey at the Landau concession in early 2017 and are currently evaluating the results. In Norway, oil production from the Maria field in the Norwe- gian Sea started in 2017. It is the first project in Norway that Wintershall has operated from the discovery of the field to the start of production. Rather than building a new production platform, we implemented an innovative development concept for Maria: The production equipment was installed directly on the seabed and connected underwater with three nearby platforms operated by our cooperation partner Statoil. Production started a year earlier than originally planned and costs were more than a fifth lower than expected. Develop- ment of the Ivar Aasen and Edvard Grieg fields continued with additional wells drilled. As the operator of the Nova field (previously: Skarfjell), we are in the process of finalizing the development concept. This proposes to connect the oil and gas reservoir with the nearby Gjøa platform via a subsea tie- back. In January 2017, Wintershall was granted shares in five new exploration licenses on the Norwegian continental shelf from the Ministry of Petroleum and Energy. Wintershall will take over operatorship of two licenses. In early 2017, Wintershall Noordzee B.V., Rijswijk, Nether- lands, started production from the Ravn oilfield as operator. It is the first oilfield operated by the company in Denmark. Tech- nical difficulties arose in production in mid-August; we are still working on a solution. BASF Report 2017 North Africa / Middle East: In Libya, we are the operator of eight oilfields in the onshore concessions 96 and 97. Crude oil production was temporarily suspended in both con- cessions in March 2017. Based on an agreement with the government-owned National Oil Corporation (NOC), we were able to resume production from June to October: 55,000 barrels of oil per day (BOPD) for concession 96 and 10,000 BOPD for concession 97. Production in concession 96 then halted due to a strike. We are currently negotiating with NOC on the framework of our future cooperation. At the Al Jurf oil- field off the coast of Libya, in which we hold a share, operations could be continued without interruption in 2017. ■ The unit's innovative design enabled us to implement our voluntary commitment - to using the associated gas from oil production in efficient and environmentally friendly ways in routine operations - in test production as well. The resulting lower energy demand reduces CO2 emissions by over 50%. The unit will also be used in future projects. The BASF Group business year - Oil & Gas How we create value - an example BASF Report 2017 Resource-efficient oil production Use of associated gas from test production reduces energy demand and emissions Value for BASF Strategy Energy demand around 40% Wintershall developed a mobile test production unit equipped with three micro gas turbines during the revaluation of the German oil field Suderbruch. For the first time, this made it possible to use the associated gas from test production in plant operations, reducing energy demand by around 40%. Value for the environment CO₂ emissions reduced by >50% reduced by Exploration and production Income from operations (EBIT) 35% Our research and development activities range from solu- tions for guarding plants against fungi, insects and weeds, to seeds and improved soil management, and supporting plant health. For example, the Functional Crop Care business unit provides products for improving seeds and innovations for better nitrogen and water management in soil. It also offers biological and chemical technologies that make plants better able to withstand stress factors like heat, cold and nutrient deficiency. The success of our customers depends on many factors such as weather, plant health, soil conditions and prices for agricultural products. As a result, modern farmers have to analyze more and more data of increasing complexity to make the right cultivation decisions. BASF's innovative digital appli- cations help our customers to use these data to their advan- tage as a basis for making better decisions, ensuring more efficient and sustainable resource allocation. One example of our strategic investments in digital solu- tions is the acquisition of ZedX Inc., Bellefonte, Pennsylvania, in May 2017. ZedX is a leader in the development of informa- tion technology products and services for the agriculture sec- tor. The company develops agronomic weather, crop and pest models that can rapidly translate data into insights for more efficient agricultural production. Our aim is to offer farmers a wider range of solutions going forward to even better meet the growing demand for high- BASF Report 2017 Management's Report 83 The BASF Group business year - Agricultural Solutions quality seeds as well as chemical and biological crop protec- tion. We therefore signed an agreement to acquire significant parts of the seed and non-selective herbicide businesses from Bayer AG, Leverkusen, Germany, in October 2017. The trans- action is expected to close in the first half of 2018, subject to the closing of Bayer's acquisition of Monsanto and approval by the relevant authorities. The planned acquisition includes attractive businesses in important field crops and markets. With the acquisition, we aim to expand our crop protection business, strengthen our herbicide portfolio and enter the seed business in key agricultural markets. It will also strengthen our global innovation potential. The agreement covers Bayer's global glufosinate-ammoni- um non-selective herbicide business, commercialized under the Liberty®, BastaⓇ and FinaleⓇ brands, as well as its seed businesses for key row crops in selected markets. These include canola hybrids in North America under the InVigorⓇ brand using the LibertyLink® trait technology, as well as the oilseed rape business mainly in the European markets, cotton in the Americas and Europe, and soybean in the Americas. The agreed transaction also includes Bayer's trait research and breeding capabilities for these crops and the LibertyLink® trait and trademark. We are committed to the responsible treatment of our products and the preservation of a healthy environment. We also constantly invest in our development pipeline to offer our customers an increasingly wide range of integrated solutions for crop protection and beyond. Investments order to continue meeting the ongoing high demand for our innovative solutions in the future, we will invest around €780 million in developing and expanding our infrastructure and in our production and formulation capacities for active ingredients between 2018 and 2022. Plant biotechnology at BASF Our activities in the field of plant biotechnology are part of the Bioscience Research technology platform. Research and development expenses, sales, earnings and all other data are not included in the Agricultural Solutions segment; they are reported under Other. With our network of research sites, we help farmers meet the growing demand for increased agricultural productivity as well as better nutrition. With a pioneering platform for gene identification, we have specialized in the development of plant characteristics such as higher yield, herbicide tolerance, dis- ease resistance and quality traits. Our goal is to optimize crops so that farmers can achieve greater and more secure yields. In this way, we make an important contribution to securing a better food supply for a growing world population. We also contribute to sustainable agriculture, as the cultivation of these plants significantly reduces the amount of land, water and energy required to produce each metric ton of harvested crops. Together with Cargill, we are developing a rapeseed oil that represents a new source of heart-healthy omega-3 fatty acids, for example. The first regulatory dossier was submitted to the U.S. Department of Agriculture in November 2017. Market launch is planned from 2020, subject to regulatory approval. We are also working on a soybean that is resistant to the devastating Asian soybean rust disease. A number of lead genes have been successfully tested in field trials in Brazil. Products, customers and applications Indications and sectors Fungicides Herbicides In 2017, we invested €114 million in property, plant and equip- ment. Major projects included the startup of our expanded production capacities for dicamba in Beaumont, Texas, as well as new production capacities for our fungicide RevysolⓇ and our insecticide InscalisⓇ. In the area of Functional Crop Care, we expanded our capacities for biological seed treatments and soil management in Saskatoon, Canada. We also invested in infrastructure, in particular at our plants in North America. In Natural resources such as land and arable area are limited, while the world's population and its demand for food continue to grow. This means that farmers around the world face the challenge of increasing their crop yields with limited resources. We offer our customers innovative solutions combined with practical, down-to-earth advice so that they can produce more and more nutritious - food as efficiently as possible. Agreement on acquisition of significant parts of Bayer's seed and non-selective herbicide businesses Long-term innovation strategy ensures future growth Development of solutions that go beyond conventional crop protection Sales 2% Change: minus €54 million 82 Management's Report The BASF Group business year - Agricultural Solutions How we create value - an example BASF Report 2017 RevysolⓇ BASF's new blockbuster fungicide Value for BASF Peak sales potential >€1 billion Value for our customers and the environment Stronger activity than existing triazoles RevysolⓇ will play a key role in our fungicide portfolio in many crops for farmers around the world. We are driving forward the approval process in all regions - in more than 60 countries and for more than 240 crops. The first products based on RevysolⓇ are to be launched on the market for the 2019 growing season following registration with the relevant authorities. This will give farmers a new active ingredient that offers exceptional biologi- cal performance and provides additional resistance manage- ment opportunities in agriculture. We are aiming for a peak sales potential of over €1 billion with RevysolⓇ. up to 100 times Revysol® is an innovative fungicide active ingredient from the triazole chemical class. It binds to the fungus enzyme up to 100 times more strongly than the products currently on the market, making it significantly more effective. Farmers can thus also safely manage those plant diseases that have become resistant to the triazoles used in the past. At the same time, RevysolⓇ has better toxicological properties than other standard triazoles and is another important building block for sustainable agricul- ture. Farmers around the world will benefit from RevysolⓇ-based products, which safeguard and improve yield quality. Strategy ■ Insecticides Functional Crop Care Applications Protecting crops from harmful fungal infections; improving plant health (2) EBITDA margin % 22.5 23.4 Depreciation and amortization¹ 267 268 0 EBITDA margin 1,015 1,037 (2) Special items (18) (50) 64 EBIT before special items 1,033 1,087 (5) 1,305 (1%) 1,282 2 Reducing competition from weeds for water and nutrients Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and landscape maintenance Products for plant health and increased yield potential that go beyond traditional crop protection, such as biological crop protection, seed treatments, polymers and colorants Example products Boscalid, metiram, dimethomorph, Initium®, metrafenone, F 500®, Xemium®, AgCelence® (umbrella brand) Kixor®, EngeniaⓇ, pendimethalin, imazamox, topramezone, ClearfieldⓇ herbicide tolerance system, dimethenamid-P Fipronil, alpha-cypermethrin, chlorfenapyr, teflubenzuron, NealtaⓇ, TermidorⓇ to guard against termite infestation, Interceptor® mosquito nets to protect against malaria Vizura®, LimusⓇ, SystivaⓇ, VaultⓇ HP, Nodulator® PRO, Flo Rite®, Integral®, Serifel® 84 Management's Report The BASF Group business year - Agricultural Solutions Segment data (million €) BASF Report 2017 Sales to third parties Intersegmental transfers 2017 5,696 2016 5,569 Change in % 2 36 33 9 Sales including intersegmental transfers 5,732 5,602 Income from operations before depreciation and amortization (EBITDA) 3 Currencies Portfolio ■ Sales improve by 2% to €5,696 million as a result of higher volumes Agricultural Solutions segment 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment 4 489 507 (30) 266 185 ■ Research and development expenses (9) 8,899 8,096 (1) 172 171 BASF Report 2017 Management's Report 81 The BASF Group business year - Agricultural Solutions Agricultural Solutions Investments including acquisitions² EBIT before special items down 5% year-on-year at €1,033 million due to lower margins Sales to third parties in the Agricultural Solutions segment rose by €127 million to €5,696 million in 2017 as a result of higher sales volumes. In an ongoing difficult market environment for crop protection products, sales growth was negatively impacted by price declines, especially in South America, and negative currency effects. In Europe, sales increased by €25 million to €1,983 million. Volumes growth, especially in oilseed herbicides in eastern and southern Europe, more than compensated for declines in western and northern Europe, particularly in fungicides. North America 2 35% Europe 1 4 Agricultural Solutions - Sales by region (Location of customer) 2% Sales (1%) Currencies 0% Portfolio (3%) Prices 6% Volumes Agricultural Solutions - Factors influencing sales In the region South America, Africa, Middle East, sales declined by €133 million to €1,128 million. This was largely due to lower prices for fungicides and insecticides, negative currency effects and the reduction of inventories at our customers in Brazil. Here, we were able to increase sales volumes despite the ongoing difficult business environment for crop protection products. The positive trend in Argentina also contributed to volumes growth in the region. Sales in Asia rose by €33 million to €582 million. We achieved particularly strong volumes growth for fungicides in China and India, particularly with innovations such as our new product portfolio for rice. In Southeast Asia, sales volumes increased, especially for fungicides and herbicides. At €2,003 million, sales in North America exceeded the prior-year figure by €202 million. We were able to considerably increase sales volumes, especially for herbicides in the United States. The successful market launch of our new herbicide EngeniaⓇ contributed substantially to sales growth. Strong demand for fungicides in Canada also had a positive impact. The Agricultural Solutions segment consists of the Crop Protection division. We develop and produce innovative solutions for the improvement of crop health and yields, and market them worldwide. Indications and sectors Fungicides Herbicides Percentage of sales: 42% 2017: €5,696 million Change: 2% 2016: €5,569 million Fungicides €2,357 million Change: -1% Percentage of sales: 41% Income from operations before special items (million €) Volumes 6% 2017 1,033 Prices (3%) 2016 1,087 Herbicides €2,371 million 0% 5% 5% Protecting crops against harmful fungi Reducing Sales Change: 10% Factors influencing sales competition from weeds for water and nutrients Insecticides Combating insect pests in agriculture and beyond Functional Crop Care Biological crop protection, seed treatment, polymers and colorants Change: -10% Insecticides €663 million Percentage of sales: 12% Functional Crop Care €305 million Change: Percentage of sales: % Assets 57.7 119 1 Income from operations (EBIT) (799) (1,091) 27 120 Special items (41) 15 EBIT before special items (764) (1,050) 27 (35) Thereof costs for cross-divisional corporate research Amortization and depreciation² (972) 89 90 Management's Report The BASF Group business year - Other Other Data for Other¹ (million €) BASF Report 2017 30 2017 Sales 2,242 2,018 Change in % 11 Income from operations before depreciation and amortization (EBITDA) (679) 2016 (379) (395) 4 186 121 54 Research and development expenses 381 398 Investments including acquisitions (4) 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 3 Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group 4 Additions to intangible assets and property, plant and equipment Sales in Other rose by €224 million compared with 2016 to €2,242 million, mainly as a a result of higher sales prices in the raw materials trading business. At minus €764 million, income from operations before special items in Other was up €286 mil- lion on the prior-year figure. This is largely attributable to valu- ation effects for our long-term incentive program. EBIT after cost of capital 63.8 1 Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 191 onward. 46 9,374 13,676 costs of corporate headquarters (224) (222) (1) other businesses 60 54 11 foreign currency results, hedging and other measurement effects miscellaneous income and expenses (331) 92 (193) (156) (24) Assets³ 1 17% (28) 0% Research and development expenses Exploration expenses Net income4 (175) (744) 76 Investments including acquisitions³ 11,967 (7) 988 1,115 (11) 46 39 12,829 18 Assets 53 Depreciation and amortization² South America, Africa, Middle East 1,026 1,097 (6) Income from operations (EBIT) EBIT after cost of capital 1,043 109 Special items 250 (18) EBIT before special items 517 499 104 793 11 17% Oil & Gas - Sales by region (Location of customer) 4 Income from operations (EBIT) before special items grew by €276 million to €793 million in 2017. This is primarily attributable to the increase in oil and gas prices as well as the higher earnings contribution from our share in the Yuzhno Russkoye natural gas field. Comprehensive measures aimed at optimizing exploration and technology projects as well as the successful implementation of operational cost-saving measures also had a positive effect. EBIT rose by €544 million to €1,043 million. This included special income from the reversal of impairments in Norway and the Netherlands as well as from the sale of shares in the Aguada Pichana concession in Argen- tina. This was partially offset by an impairment on exploration potential in Norway. Net income increased by €357 million to €719 million. For the Outlook for 2018, see page 123 At 164 million barrels of oil equivalent (BOE), our oil and gas production was on a level with the previous year. In the search for new oil and gas reservoirs, we completed a total of seven exploration and appraisal wells in 2017, of which three were successful. Our proven oil and gas reserves rose by 3% compared with the end of 2016, to 1,677 million BOE. We replenished 133% of the volumes produced in 2017. The reserves-to-production ratio is around 10 years (2016: 10 years). This is based on Wintershall's production in 2017 and the reserves at year-end. Europe 83% 234 North America 0% 94 €3,244 million Asia Pacific 0% 13% 1 Sales 99 362 4% 1 Supplementary information on the Oil & Gas segment can be found from page 235 onward 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 3 Additions to intangible assets and property, plant and equipment Oil & Gas segment Sales improve by 17% to €3,244 million due to higher prices and volumes 4 More on this figure can be found in the reconciliation reporting for Oil & Gas in the Notes to the Consolidated Financial Statements from page 191 onward. 719 In the Oil & Gas segment, sales to third parties increased by €476 million year-on-year to €3,244 million as a result of higher prices and volumes. The price of a barrel of Brent crude oil averaged $54 in 2017 (previous year: $44). Gas prices on European spot markets rose by 24% compared with the pre- vious year. Volumes growth was mainly driven by higher gas sales volumes. Production volumes matched the prior-year level. Oil & Gas - Factors influencing sales Volumes Prices/currencies Portfolio ■ 53% increase in EBIT before special items to €793 million mainly from higher prices North America 4% 15% €8,522 million Asia Pacific 345 26% South America, Africa, Middle East 3 EBIT in the region grew by 101% to €2,209 million. This was primarily due to a higher overall margin and volumes growth in all segments. There was a particularly strong increase in the contribution from the Chemicals segment. Asia Pacific ■ Sales 19% above prior-year level at €13,658 million ■ Local production expanded through new plants in Asia Sales at companies located in the Asia Pacific region rose by 19% to €13,658 million in 2017. In local currency terms, sales increased by 21%. All segments contributed to this growth. The increase was mainly attributable to higher sales prices, especially in the Chemicals segment, as well as the 8% increase in volumes. The Functional Materials & Solutions and Performance Products segments in particular recorded volumes growth. By contrast, sales were weighed down by currency effects. Overall, portfolio measures had no material effect on sales development in 2017. As part of our regional strategy, we want to further increase the proportion of sales from local production in Asia Pacific. We once again made progress toward this goal in 2017: One example is the mobile emissions catalysts production site opened in Chennai, India, in March 2017. In Shanghai, China, we started up a large-scale plant for the production of chemi- cal catalysts in November 2017. We will continue to work on this goal in 2018. We also inaugurated our new Innovation Campus Mumbai in India, whose research focuses on crop protection and process development. It represents BASF's largest research and development investment in South Asia to date. Our investments in production facilities and research serve to bring products to market for our local and global customers in the growing region of Asia. 33% - Sales decline 1% to €4,102 million Investment in digital sales channels South America, Africa, Middle East 2 Europe (excl. Germany) 21% 4 2 Europe (excl. Germany) ■ 17% 345 North America 25% €64,475 million Asia Pacific South America, Africa, Middle East 6% 3 2 Income from operations by region (Location of company) BASF Report 2017 5 1 1 1 Germany 22% 2 Sales at companies located in the region South America, Africa, Middle East declined by 1% as against 2016 to €4,102 million. In local currency terms, sales were on a level with the previous year. Evaluating our suppliers Companies in Africa and in the Middle East posted a con- siderable sales decrease. In Africa, this was primarily due to lower volumes. In the Middle East, sales were mainly weighed down by negative currency effects. 2 The proportion of relevant suppliers evaluated by the end of 2016 in accordance with the new risk approach was 55% (in accordance with the previous risk approach: 32%). The change in the percentage figure is due to the amended risk evaluation method and the greater integration of evaluations from other TFS companies. 94 Management's Report Responsibility along the value chain - Suppliers BASF Report 2017 Training In 2017, we continued our collaborations in China and Brazil to instruct suppliers on sustainability standards. 179 suppliers received training in 2017 as part of local partnerships with the East China University of Science and Technology in Shanghai and the Espaço Eco® Foundation in Brazil, for example. In addition, we instructed 704 BASF employees on sustainability-oriented supplier management. These are ways in which potential supply chain risks can be identified and minimized together with our suppliers. ■ "Together for Sustainability" initiative aims to harmonize and standardize supplier assessments and audits ■ 120 raw material supplier sites audited BASF is a founding member of the Together for Sustainability (TFS) initiative of leading chemical companies for the global standardization of supplier evaluations and auditing. With the help of TfS, we promote sustainability in the supply chain. The initiative aims to develop and implement a global program for the responsible supply of goods and services and improve suppliers' environmental and social standards. The evaluation process is simplified for both suppliers and TfS member companies by a globally uniform questionnaire. The 20 mem- bers of the initiative conducted a total of 1,794 sustainability assessments and 441 audits in 2017. The collaboration between the TfS initiative and the China Petroleum and Chemical Industry Federation (CPCIF) to educate suppliers and raise awareness of sustainability topics continued in 2017. More than 300 participants took part in a joint TfS/CPCIF 1 Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. We define relevant suppliers as those showing an elevated sustainability risk potential as identified by our risk matrices and our purchasers' assessments. We also use further sources of information to identify relevant suppliers such as evaluations from Together for Sustainability (TFS), a joint initiative of chemical companies for sustainable supply chains. course. If we identify potential for improvement, we support suppli- ers in developing measures to fulfill our standards. We conduct another review according to a defined timeframe based on the sustainability risk measured. If the weak points discovered were particularly severe and we are unable to confirm any improvement, we reserve the right to terminate the business relationship. This occurred in one case in 2017. We use this approach to evaluate suppliers with an elevated sustainability risk at least every five years. The approach itself is reviewed every two years to identify possibilities for optimization. For more information on "Together for Sustainability," see basf.com/en/together-for-sustainability Audit results Our audits have identified some deviations with respect to environmental, social and corporate governance standards, for example in waste and wastewater management and relating to occupational safety, working hours and minimum wage. In the follow-up audits conducted in 2017, we found improvements in all areas. None of our 2017 audits identified instances of child labor. For the suppliers we reviewed, persons under 18 were excluded from overtime and danger- ous work. We did not find any incidences of forced labor in 2017. BASF undertook a thorough examination of the issues raised at platinum supplier Lonmin Plc, London, in connection with the events in Marikana, South Africa. We intensified our regular dialog with both Lonmin and with local stakeholders, such as leading industry and human rights representatives. We had an internationally recognized audit firm conduct a follow-up audit conducted at Lonmin in January 2017. This reviewed to which extent Lonmin had resolved the weaknesses we had identified in the first audit in 2015. The audit also addressed working conditions below ground, social and work schedules, communication between Lonmin and local stake- holders and affected parties, as well as the progress of the construction of employee housing. This follow-up audit reported positive findings in several areas such as working standards. However, it also identified gaps that Lonmin still has to close, such as assessing the impact of Lonmin's operations on local communities, improving dialog with various stakeholders in the community and implementing a grievance mechanism. We maintain an ongoing, close dialog with Lonmin and will continue to support the company in its improvement process. For more information on suppliers, see basf.com/suppliers 1 In 2012, an extended strike at a Lonmin Plc mine in Marikana, South Africa, culminated in a violent confrontation between mine workers and armed South African police. Employees of the platinum supplier Lonmin were among the fatalities. For more information on the supplier relationship with Lonmin, see basf.com/audits-lonmin. 4 Using TFS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. A total of 120 raw material supplier sites were audited on sustainability standards in 2017. We also received sustainability assessments for 513 suppliers from an external service pro- vider. A country-based risk analysis forms the basis of our selection process for new suppliers. As a result of the country- related risks identified in South America and Asia, we specifically asked 6,467 suppliers in these regions to commit to the values of our Supplier Code of Conduct in 2017. Only those companies that have committed to our Code of Conduct actually became new suppliers. New suppliers are selected and existing suppliers are evalu- ated not only on the basis of economic criteria, but also on environmental, social and corporate governance standards. Our Supplier Code of Conduct is founded on internationally recognized guidelines, such as the principles of the United Nations' Global Compact, the International Labor Organization (ILO) conventions and the topic areas of the Responsible CareⓇ initiative. The Code of Conduct covers compliance with human rights, labor and social standards, and antidiscrimination and anticorruption policies in addition to protecting the environ- ment. The Code is available in 26 languages. Country-specific risk analysis forms basis of new supplier selection At €335 million, EBIT was 22% below the prior-year figure, mainly due to the decline in the Agricultural Solutions segment in Brazil. In South America in 2017, we completed the implementa- tion of a series of structural measures that increase our pro- ductivity and further sharpen the focus on our customers' needs. We also aim to expand our sales channels. The objec- tive is to better develop new customer segments, for instance with digital sales channels, especially in the faster-growing South American markets. Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. BASF Report 2017 Responsibility along the value chain Suppliers Suppliers BASF Management's Report 93 Responsibility along the value chain - Suppliers Customers Our objective is to secure competitive advantages for BASF through professional procurement structures. Our suppliers are an important part of our value chain. Together with them, we aim to create value and minimize risks. Strategy As well as a reliable supply of raw materials, technical goods and services at competitive prices, our partnerships with suppliers are based on mutual value creation. We work together in an open and transparent way to realize long-term benefits for both sides. In doing so, we create added value that goes above and beyond procurement alone, for example by developing solutions to target market-specific customer requirements together with our suppliers. Our sustainability-oriented supply chain management also contributes to risk management by clarifying our expectations and standards for our suppliers, and by supporting them in carrying out our requirements. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development transparent. In order to achieve this, we set ourselves an ambitious goal: By 2020, we aim to evaluate the sustainability performance of 70% of the BASF Group's relevant suppliers¹ and develop action plans for any necessary improvements. 2020 Goal Percentage of relevant suppliers evaluated for their sustainability performance 70% In 2017, we reviewed our evaluation methods for high-risk suppliers in order to focus even more closely on relevant issues. For example, we increased the weighting of industry- and country-specific risks in the evaluation to avoid the ambiguities in the previous system. The proportion of relevant suppliers evaluated by the end of 2017 in accordance with the new risk approach was 56%.² Worldwide procurement Our 70,000+ suppliers play a significant role in value creation at our company. We work in long-term partnership with companies from different industries around the world. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of services. BASF acquired raw materials, goods and services for our own production totaling approximately €38 billion in value in 2017. There were no substantial changes with respect to our suppliers in 2017. What we expect from our suppliers Global Supplier Code of Conduct After two years of recession in Brazil, the South American economy stabilized at a low level in 2017. Under these condi- tions, our sales rose slightly as a result of volumes growth, positive currency effects and higher prices in the chemicals business. Price declines and currency effects impacted the crop protection business in particular. In the Oil & Gas seg- ment, sales were lifted slightly by higher prices despite nega- tive currency effects and lower production volumes. 31% 12 1 29,214 26,039 4,742 3,632 31 Thereof Germany 19,873 17,540 13 8,359 7,412 13 1,913 1,582 21 North America 15,937 14,682 9 15,357 14,042 13 9 27,221 Europe BASF Report 2017 Regional results Regions (million €) Management's Report 91 The BASF Group business year - Regional results Sales by location of company Sales by location of customer Income from operations by location of company Change Change Change 2017 in % 2017 2016 in % 2017 2016 in % 30,778 Germany 1,236 11 12 8,522 6,275 36 Europe ■ Sales up 13% compared with 2016 at €30,778 million Acquisitions strengthen businesses in key European markets ■ Sales at companies located in Europe rose by 13% year-on- year to €30,778 million. This was mainly due to significant price increases, especially in the Chemicals segment, as well as higher volumes. Sales rose in all segments: In the Chemicals segment, this was largely attributable to significantly higher prices in the Petrochemicals and Monomers divisions. Slightly higher volumes and prices led to growth in the Performance Products segment. As well as price increases, the positive sales devel- opment in the Functional Materials & Solutions segment was mainly driven by the Chemetall business acquired in December 2016. Sales growth in the Agricultural Solutions segment was primarily due to slightly higher volumes. The main factors in the Oil & Gas segment were considerable price and volumes growth. Income from operations (EBIT) increased by 31% as against the previous year to €4,742 million, largely on account of the considerably higher contributions from the Chemicals and Oil & Gas segments. We want to strengthen our position in key European markets with investments such as the expansion of our pro- duction site for emissions catalysts in Środa Śląska, Poland, or the inauguration of our production facility for construction chemicals in St. Petersburg, Russia. In addition, we also aim to complement and further expand our portfolio in Europe with the agreed acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and the planned acquisi- tion of the global polyamide business from Solvay. North America ■ Year-on-year sales growth of 9% to €15,937 million ■ Ongoing investments in production plants Sales at companies located in North America rose by 9% compared with 2016 to €15,937 million. In local currency terms, sales were up by 10%. This was driven by higher sales prices and volumes growth, especially in the Chemicals and Agricultural Solutions segments, as well as the acquisition of the Chemetall business in December 2016. Sales were damp- ened by currency effects. EBIT was up 11% on the 2016 figure, at €1,236 million. The significantly higher contributions from the Chemicals and Agricultural Solutions segments more than compensated for the decline in earnings in the Functional Materials & Solutions and Performance Products segments. Earnings in the Func- tional Materials & Solutions segment declined as a result of lower margins and higher fixed costs. In the Performance Products segment, the decline in margins was largely attribut- able to higher raw materials prices. In this region, we focus on innovation, attractive market segments and strategic partnerships with customers in order to grow profitably. At the same time, we are increasing our operational excellence and optimizing our portfolio through continuous improvement. We plan to further strengthen our position in the region with the agreed acquisition of significant parts of Bayer's seed and non-selective herbicide businesses. We intend to continuously invest in our production facilities. For example, we are constructing a new ammonia plant in Freeport, Texas, together with Yara, expanding production for mobile emissions catalysts in Huntsville, Alabama, and increasing capacities for automotive coatings in Greenville, Ohio, and Tultitlán, Mexico. 92 Management's Report The BASF Group business year - Regional results Sales by region (Location of company) 5 57,550 1,113 64,475 57,550 Asia Pacific 13,658 11,512 19 14,343 12,165 18 2,209 1,098 101 South America, Africa, Middle East 4,102 4,135 (1) 5,561 5,304 5 335 432 (22) 64,475 12 2016 Raw materials BASF Management's Report 99 Responsibility along the value chain - Environment, health, safety and security - Production local authorities. Refresher training on traffic safety was held for employees of contractors at the site following the accident. We will review additional measures based on the results of the investigation into the cause of the accident. In September 2017, one employee of the BASF fire department succumbed to injuries sustained in the accident at the North Harbor at BASF SE in Ludwigshafen, Germany, in October 2016. An explosion and subsequent fires occurred during work on a pipeline. Four employees of the BASF fire department and one barge crewman lost their lives in or as a result of the accident. Twenty-eight people were injured. Ac- cording to a report on the cause of the fire commissioned by the district attorney's office of the city of Frankenthal, Germa- ny, the explosion and subsequent fires occurred during work performed with an angle grinder. It states that one employee of a contractor cut into the wrong pipeline, triggering the chain reaction that caused the explosion. The report rules out other causes or technical defects at the North Harbor plants. BASF continues to support the relevant authorities in their investi- gations. For more information on occupational safety, see basf.com/occupational_safety Lost-time injury rate per one million working hours 2002 2012 2013 2014 2015 2016 2017 3.3 BASF Report 2017 1.4 1.4 1.5 1.4 1.7 Process safety ■ 2025 Goal 1.5 2 The 2016 figure has been restated as against the previous year's report from 1.4 to 1.5 due to retrospective accident reports. 1 For 2018, we will adapt our reporting on accidents and process safety incidents to the recommendations of the International Council of Chemical Associations (ICCA), the European Chemical Industry Council (CEFIC) and the German Chemicals Industry Association (VCI). To implement these recommendations, we also have to convert our targets. Consequently, our goal from 2018 onward is to reduce occupational and process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025 (previous goal: a rate of no more than 0.5 incidents per one million working hours). One employee of a contractor died during demolition work in McIntosh, Alabama, in November. The cause of the accident is still being investigated by BASF and the relevant authorities in Alabama. In November, one employee of a contractor died as a result of a traffic accident at the Shanghai-Pudong site in China. The cyclist was hit by a truck. The exact cause of the accident is still being investigated by BASF and the relevant We analyze accidents, incidents and their causes in detail at a global level to learn from these. Hazard analyses and the risk minimization measures derived from them are an important prevention tool. We also promote regular dialog across different sites to strengthen risk awareness among our employees and contractors, to learn from examples of good practice and in this way, continually develop the safety culture. Based on our corporate values, leaders serve as safety role models for our employees. Global safety initiative Global Safety Days focus on order, cleanliness and discipline Our global safety initiative was established in 2008 and plays a key role in the continuous development of the safety culture. With over 930 activities at around 360 sites, our 2017 Global Safety Days focused on order, cleanliness and discipline to help reduce the risk of accidents. At the Ludwigshafen site alone, 13,000 employees and contractors registered to participate. This involvement and lively discussion make a major contribution to our safety culture. For more information on the global safety initiative, see basf.com/global-safety-initiative Occupational safety ■ Employees and contractors worldwide instructed on safe behavior We have made it our goal to reduce the worldwide lost-time injury rate per one million working hours to 0.5 at most by 2025.1 To prevent work-related accidents, we promote risk-conscious behavior and safe working practices for every individual. We are constantly refining and enhancing our requirements. In addition to the legally required briefings, we also held training courses on safe procedures in 2017 to strengthen risk awareness among our employees and contractors and prevent work-related accidents. At the Ludwigshafen site in Germany, our training center has offered continuous further education on diverse safety and security topics for employees and contractors since 2010. Some 22,000 participants received training in 2017. 2025 Goal¹ Reduction of worldwide lost-time injury rate per one million working hours ≤0.5 In 2017, 1.4 work-related accidents per one million working hours occurred at BASF sites worldwide (2016: 1.52), reducing the proportion of chemical-related accidents to 5% (2016: 9%). The rate of work-related accidents for contractors was at 1.5 in 2017 (2016: 1.5). Unfortunately, there were two fatal work-related accidents in 2017. In 2016, four incidents occurred with a total of eight fatalities (seven in the same year). BASF is performing a com- prehensive analysis of the incidents and using the findings to derive appropriate measures. Plant protection plans to reduce process safety incidents Network of experts and global training methods foster dialog Process safety is a core part of safe and efficient production. We meet high safety standards in the planning, construction and operation of our plants around the world. Some of these go beyond local legal requirements. Our global process safety standards provide the frame- work for the safe construction and operation of our plants as well as the protection of people and the environment. Our experts have developed a protection plan for every plant that considers the key aspects of safety, health and environmental protection from conception to startup - and stipulates specific protection measures for each. >0.9 We raise employee awareness of health topics through offers tailored toward specific target groups. The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. For more information on occupational medicine, health promotion campaigns and the HPI, see basf.com/health Emergency response and corporate security ■ Regular review of emergency systems and crisis management structures Comprehensive protection measures against third-party interference We are well prepared for crisis situations thanks to our global crisis management system. In the event of a crisis, our global, regional or local emergency response plans and crisis manage- ment structures are engaged, depending on the impact scope. We involve situation-related partners and suppliers as well as cities, communities and neighboring companies. We regularly check our emergency systems, crisis manage- ment structures and drill procedures with employees, contractors, and local authorities and emergency rescue workers. Through 202 drills and simulations in 2017, we instructed participants in our emergency response measures. We analyze the potential risks associated with investment projects and define appropriate emergency response plans. We also protect our employees, sites and company know- how against third-party interference. This includes, for example, addressing potential terrorist risks in the communities around our sites. We inform business travelers, transferees and employees about appropriate protection measures prior to and during travel in countries with elevated security risks. After any major incident such as a terrorist attack or a natural catastrophe, we have the possibility of more quickly and accurately locating and contacting employees in the affected regions through a standardized global travel research system. We discuss safe conduct in crisis situations with leaders and employees and train them on this. Aspects of human rights related to site security, such as the right to liberty and security of person, are a component of the global qualification requirements of our security personnel. Respect for human rights is a mandatory element of any contract with service providers of the BASF Group who are active in this area. Our investment projects include performing comprehensive analyses of potential risks and defining appropriate protection measures. In 2017, we standardized the use of security services in further countries in order to increase effectiveness and efficiency. Around the world, we work to sensitize all employees about protecting information and know-how. For example, we further strengthened our employees' awareness of risks in 2017 with training, case studies and interactive offerings. We have defined mandatory information protection requirements to ensure compliance with our processes for protecting sensitive information and perform audits to monitor this. Our worldwide network of information protection officers comprises more than 600 employees. They support the implementation of our uniform requirements and conduct seminars on secure behaviors. We provided information protection instruction to more than 72,000 participants in 2017. In addition, we published standardized Group-wide recommendations for the protection of information and knowledge. For more information on emergency response, see basf.com/emergency_response For more information on corporate security, see basf.com/corporate-security Suppliers BASF Report 2017 Health Performance Index Maximum score 1.0 Risk-conscious working behavior is promoted for every individual through measures like systematic hazard assess- ments, specific and ongoing qualification measures and global safety initiatives. Health protection Our 2017 global health campaign focused on lung and respiratory health. Employees received an individual recommendation based on a self-evaluation, including lung function testing or consultation with a physician as necessary. The health campaign was offered by over 450 sites worldwide. - We use the number of process safety incidents per one million working hours as a key performance indicator, following to a large extent the definition set by the European Chemical Industry Council (CEFIC). In 2017, we recorded 2.0 process safety incidents per one million working hours worldwide (2016: 2.0). We pursue continual improvement by investigating every incident in detail, analyzing root causes and using the findings to derive suitable measures. We have set ourselves the goal of reducing process safety incidents to a rate of no more than 0.5 per one million working hours by 2025.1 2025 Goal¹ Reduction of worldwide process safety incidents per one million working hours ≤0.5 In order to maintain the highest level of safety at our plants across their entire life cycle, we review the implementation of our protection plans in all facilities at regular intervals and depending on hazard potential. We periodically perform in- depth audits of our plants and update their safety concepts where necessary. Our training methods are constantly refined and enhanced to increase risk awareness. We are working on increasing the availability of our plants and determining the optimum point in time for maintenance measures. The aim is to further reduce unscheduled shut- downs with a digitalization pilot project. Implementation began in 2017, starting with the steam cracker in Ludwigshafen and other plants at the following sites: Ludwigshafen, Germany; Antwerp, Belgium; Schwarzheide, Germany; Port Arthur, Texas; Geismar, Louisiana; and Freeport, Texas. We also plan to implement this at further plants around the world. We play an active role in improving process safety around the world in a global network of experts, through our involvement in organizations such as the International Council of Chemical Associations (ICCA), the Center for Chemical Process Safety (CCPS) and the European Process Safety Centre (EPSC), and by fostering dialog with government institutions. 1 For 2018, we will adapt our reporting on accidents and process safety incidents to the recommendations of the International Council of Chemical Associations (ICCA), the European Chemical Industry Council (CEFIC) and the German Chemicals Industry Association (VCI). To implement these recommendations, we also have to convert our targets. Consequently, our goal from 2018 onward is to reduce occupational and process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025 (previous goal: a rate of no more than 0.5 incidents per one million working hours). 100 Management's Report Responsibility along the value chain - Environment, health, safety and security - Production BASF Report 2017 Health protection ■ Global corporate health management standards ■ Focus in 2017: Lung and respiratory health Our global health management serves to promote and maintain the health and productivity of our employees. Our worldwide standards for occupational medicine and health protection are specified in a directive that is implemented by a global network of experts. This was once again supported by numerous emergency drills and health promotion measures in 2017. We measure our performance in health protection using the Health Performance Index (HPI). The HPI comprises five components: recognized occupational diseases, medical emergency preparedness, first aid, medical surveillance examinations and health promotion. Each component contributes a maximum of 0.2 to the total score. The highest possible score is 1.0. Our goal is to reach a value of more than 0.9 every year. With an HPI of 0.97, we once again fulfilled the ambitious goal of exceeding 0.9 each year in 2017 (2016: 0.96). Annual goal We stipulate globally mandatory standards for safety, security, and environmental and health protection. A world- wide network of experts supports us in their implementation. We regularly monitor progress toward our goals as part of our continuous improvement process. For more information on process safety, see basf.com/process_safety Comprehensive incident analyses and global experience and information exchange BASF Report 2017 In order to involve smallholder farmers and improve their living conditions, BASF and Henkel have cooperated with the devel- opment organization Solidaridad since 2016 to provide training for around 5,500 farmers in Indonesia. To date, more than 1,700 smallholders have completed a training program as part of the Farmer Field School initiative. BASF also advanced the RSPO supply chain certification of its sites for cosmetic ingredients. In 2017, 20 production sites worldwide were RSPO certified. Our goal is to only source RSPO certified palm oil and palm kernel oil by 2020, provided it is available on the market. By 2025, this voluntary commit- ment will be expanded to include the most important interme- diate products based on palm oil and palm kernel oil; these include fractions and primary oleochemical derivatives as well as edible oil esters. BASF is working together with Cargill, Proctor & Gamble and the German governmental agency for international cooperation (Gesellschaft für Internationale Zusammenarbeit, or GIZ) to help set up a certified and transparent supply chain for coconut oil in the Philippines and Indonesia. The project is being financed in part by the "develoPPP.de" program of the German Federal Ministry for Economic Cooperation and Development (BMZ). It is expected to improve income and living standards for around 3,300 smallholders. The joint initiative established by BASF together with Arkema, Jayant Agro and the non-governmental organization Solidaridad to promote sustainability in the castor oil supply chain continued in 2017. With the Sustainable Castor Initiative - Pragati, the project members aim to improve the economic situation of castor oil farmers and their employees in India by helping them to optimize their yield and reduce the impact on the environment. The first smallholders were trained and audited in 2017 based on a newly developed sustainability code. This enables the Indian smallholders to offer certified sustainable castor oil on the global market in the future. The project is scheduled to run for three years until 2019. For more information on renewable resources, see basf.com/renewables For more information on our voluntary commitment to palm oil products, see basf.com/en/palm-dialog Mineral raw materials We procure a number of mineral raw materials, like precious metals, that we use to produce process and mobile emissions catalysts. In suspected cases, we track the origins of minerals - as defined in the Dodd-Frank Act - to see if they come from mines in conflict regions. We reserve the right to conduct an external audit and, if necessary, terminate our business relationship. The suppliers addressed have confirmed to us that they do not source minerals matching this definition of conflict minerals from the Democratic Republic of the Congo or its neighboring countries. BASF is working on the implementation of the E.U. Conflict Minerals Regulation published in May 2017. This lays down supply chain due diligence obligations that must be met by importers and processors of certain mineral raw materials such as tin, tantalum, tungsten, their ores and gold originating from conflict regions and high-risk areas. BASF is committed to fostering a responsible and sustainable global supply of cobalt. As such, in 2017 BASF became a founding member of the Responsible Cobalt Initiative and the World Economic Forum's Global Battery Alli- ance. These initiatives were created by companies in collabo- ration with international organizations such as the OECD and UNICEF to address fundamental challenges in the supply chain of battery materials. BASF mainly uses the mineral raw material mica and mica-based effect pigments in the production of coatings. Our demand is largely met with mica from our own mine in Hartwell, Georgia. We require our mica suppliers to comply with internationally recognized standards, including the prohi- bition of child labor. As a member of the Responsible Mica Initiative (RMI), BASF is actively working to eradicate child labor and unacceptable working conditions in the mica supply chain in India. BASF Report 2017 Management's Report 97 Responsibility along the value chain - Environment, health, safety and security - Responsible Care Management System Environment, health, safety and security. Responsible Care Management System Suppliers BASF Customers Responsibility along the value chain - Raw materials The protection of people and the environment is our top priority. Our core business - the development, production, processing and transportation of chemicals - demands a responsible approach. We systematically address risks with a comprehensive Responsible Care Management System, which is constantly being further developed. We expect our employees and contractors to know the risks of working with our products, substances and plants and handle these responsibly. 96 Management's Report Palm oil, palm kernel oil, and their derivatives are some of our most important renewable raw materials. We aim to ensure that these raw materials come from sustainable, certified sources, and actively support the Roundtable on Sustainable Palm Oil (RSPO). In 2017, we published our first progress report the BASF Palm Progress Report - for greater transparency in the value chain. Based on the volun- tary commitment to sustainably source palm oil products that we expanded in 2015, we were able to purchase large volumes of certified palm kernel oil in 2017 despite a difficult business environment. In addition, our BASF Palm Sourcing Policy addresses the requirements for protecting and preserving forests and peatland, along with the involvement of local communities in decision-making processes. The safety of our employees, contractors, neighbors and the environment is our top priority. This is why we have set our- selves ambitious goals for occupational and process safety as well as health protection. Management's Report 95 Responsibility along the value chain - Raw materials Customers Responsible resource management is an integral part of our strategy. It is applied within the company through our Verbund concept, our innovative products and the use of renewable raw materials. In the search for alternative raw materials, we employ solutions that contribute to sustainability. Strategy The Verbund system is an important component of our resource efficiency strategy: The by-products of one plant of- ten serve as feedstock elsewhere, thus helping us to use raw materials more efficiently. In 2017, BASF purchased a total of around 30,000 different raw materials from more than 6,000 suppliers. Some of our most important raw materials are naphtha, natural gas, methanol, ammonia and benzene. In addition to fossil resources, we also employ renewable raw materials. We use these to manufacture products that either cannot be made with fossil resources, or only at significantly greater expense, for example. Depending on the application, the better solution can be fossil or renewable raw materials. Renewable raw materials are not sustainable per se, but can contribute to sustainability by, for example, reducing green- house gas emissions. Renewable resources - ■ Joint venture with Avantium Numerous projects to improve sustainability along the value chain In 2017, around 5% of the raw materials we purchased world- wide were from renewable resources. To make the use of these materials more competitive, we work on product innovations based on renewable raw materials as well as on enhancing production processes. We also further established our biomass balance approach on the market in 2017. The goal here is to replace natural gas and naphtha at the beginning of the value chain with biogas and bio-naphtha from certified sustainable production. Should a customer select a biomass balanced product, the proportion of renewable feedstock to be used is calculated based on the formulation. The calculation model is certified by an indepen- dent third party (TÜV Süd). Our Verbund production ensures that the properties and quality of all end products remain unchanged and that our customers can use them as usual. This method has already been applied for more than 50 BASF products for example, for superabsorbents, dispersions, plastics such as polyamides and polyurethanes, and for inter- mediates available on the market as "drop-in products." These - can be used in place of previously employed products in the production process without having to change the process itself. - We further expanded the support offered to our customers to help them meet their voluntary commitments: BASF stepped up its commitment to certified sustainable oil palm products in the German, Austrian and Swiss markets by join- ing the Forum for Sustainable Palm Oil in 2017 as a manufac- turer of oleo derivatives. Demand for certified products again increased significantly. Responsible Care Management System Synvina C.V., Netherlands, a joint venture of BASF and Avantium based in Amsterdam, has been producing and marketing furandicarboxylic acid (FDCA) from renewable resources since being established in 2016. FDCA is the most important chemical component of polyethylenefuranoate (PEF), a new plastic that is marketed by Synvina. In 2017, Synvina intensified its cooperation with partners along the entire value chain with the aim of making PEF commercially available in the medium term. One major step was the prelim- inary approval granted in 2017 to recycle PEF bottles in the European market and thus to integrate PEF into the circular economy. PEF has a broad application profile and is especially suitable for producing certain food packaging materials, such as films and plastic bottles. Compared with conventional plas- tics, PEF demonstrates higher barrier properties for gases like carbon dioxide and oxygen, extending the shelf life of pack- aged products. In addition, its higher degree of mechanical strength allows for thinner - and therefore lighter - packaging. Another product based on renewable feedstock that we offer our customers on a commercial scale is 1,4-butanediol (BDO), which is made from sugars. We use BDO to produce bio- based polytetraydrofuran 1000 (PolyTHF® 1000), which pri- marily serves as a chemical component in thermoplastic polyurethane (TPU), an ingredient used to manufacture ski boots and roller skates, shoe soles, dashboard films in the automotive industry, and other products. ■ Regular audits to monitor performance and progress 588 1 Investments comprise end-of-pipe measures as well as integrated environmental protection measures. 2 Values shown refer to December 31 of the respective year. For more information, see the Notes to the Consolidated Financial Statements on pages 196 and 217 98 Management's Report Responsibility along the value chain - Environment, health, safety and security - Production Production Suppliers Customers BASF Report 2017 For occupational and process safety as well as health and environmental protection and corporate security, we rely on comprehensive preventive measures and expect the cooperation of all employees and contractors. Our global safety and security concepts serve to protect our employees, contractors and neighbors as well as to prevent property and environmental damage and protect information and company assets. Strategy ◉ ■ Global safety standards ■ Global directives and standards for safety, security, health and environmental protection Strengthening risk awareness 600 measures and remediation² BASF 234 We set ourselves ambitious goals for safety and security, and health and environmental protection. We regularly conduct audits to monitor our performance and progress. We assess the potential risks and weak points of all our activities ― from research to production and logistics - and the effects of these on the safety and security of our employees, the environment or our surroundings. In our databases, we docu- ment accidents, near misses and safety-related incidents at our sites as well as along our transportation routes to learn from these; appropriate measures are derived according to specific cause analyses. 206 For more information on Responsible Care®, see basf.com/en/responsible-care Audits 109 safety, security, health and environmental protection audits performed at 83 sites Regular audits help ensure that standards are met for safety, security, health and environmental protection. We conduct audits at BASF sites and at companies in which BASF is a majority shareholder. Sites and companies acquired as part of acquisitions are audited in a timely manner to bring these into line with our standards and directives. We have defined our regulations for Responsible Care audits in a global Group requirement. During our audits, we create a safety and environmental profile that shows if we are properly addressing the existing hazard potential. If this is not the case, we agree measures and conduct follow-up audits on their implementation. Our internal audit system complies with the standards for external auditing procedures ISO 19011 and OHSAS 18001. Worldwide, 178 BASF production sites are certified in accor- dance with ISO 14001 (2016: 155). In the BASF Group in 2017, 109 environmental and safety audits were conducted at 83 sites. The focus was on auditing sites based on the level of risk. For production plants with a medium and high hazard potential, we conducted an additional 63 short-notice audits at 47 sites. We audited 13 sites with respect to occupational medicine and health protection in 2017. The number of these audits declined due to the risk- based approach to site selection. In addition, 31 health perfor- mance control visits were conducted at sites with low to medium health risks. on BASF's Responsible Care Management System comprises the global directives, standards and procedures for safety, security, health and environmental protection for the various stations along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distribution of our products as well as our customers' application of the products. Specifications for implementing these measures are laid out in binding directives that are introduced in consultation with employee representatives. These describe the relevant responsibilities, requirements and assessment methods. Our policies and requirements are constantly updated. We also maintain a dialog with government institutions, associations and other international organizations. Costs and provisions for environmental protection in the BASF Group (million €) 2017 2016 Operating costs for environmental protection Investments in new and improved 1,024 For more information on occupational safety and health protection, see page 98 onward environmental protection plants and facilities¹ Provisions for environmental protection 1,011 The number of BASF sites in water stress areas rose significantly in 2017 as a result of the acquisition of Chemetall in December 2016. In 2017, BASF introduced sustainable water management at three sites in China and two sites in North America. Water stress areas around the world Source: Pfister et al., 2009 BASF Report 2017 Management's Report 109 Abstraction/ Responsibility along the value chain - Environment, health, safety and security - Water In 2017, around 24% of our production sites were located in water stress areas. Around 1% of BASF's total water supply was abstracted from these sites. 1,816' Water in the BASF Group 2017 (million cubic meters per year) withdrawal We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. We pursue our goal by applying the European Water Stewardship standard, which rests on four principles: sustainable water abstraction, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes, including in cooperation with other By 2025, we want to introduce sustainable water manage- ment at all sites in water stress areas and at our Verbund sites, covering 93% of BASF's entire water abstraction. We achieved 45.2% of this goal in 2017 (2016: 42.6%). For more information on the CDP water survey, see basf.com/en/cdp evaluated, only 73 of them received the top score of "A" among them, BASF. CDP's evaluation of sustainable water management includes how transparently companies report on their water management activities and what they do to reduce risks, such as water scarcity. CDP also assesses the extent to which product developments - even at the customers of the companies under evaluation - can contribute to sustainable water management. - In order to ensure transparency in our reporting on water, we once again took part in CDP reporting in 2017. According to CDP, an international nonprofit organization, BASF is a world leader in sustainable water management and was again included in CDP's Water A List. Of the 742 companies We are introducing sustainable water management at all relevant production sites. These include our major Verbund sites as well as the sites in water stress areas - regions in which more than 60% of available water is used by industry, household and agriculture. We consider the quantitative, qualitative and social aspects of water use. We want to identify where we can improve at our sites, and use as little water as possible, especially in water stress areas. We aim to use water as sparingly as possible and further reduce emissions to water. To do so, we have set out a Group directive with globally applicable standards. Use Strategy Sustainable water management users. 6,613 once-through Production Reusable wastewater Water is of fundamental importance in chemical production. It is used as a coolant, solvent and cleaning agent, as well as to make our products. We are committed to its responsible use along the entire value chain and especially in our production sites' water catchment areas. We have set ourselves a global goal for sustainable water management. 10 250 1,487 Surface water / freshwater Brackish water / seawater Groundwater 1,589 4,783 Thereof recirculating 20 Drinking water 6,372 Cooling 65 Groundwater 258 Brackish water / seawater 1,472 Surface water / freshwater 1,766' Discharge Cooling 87% 13% Customers 617 Suppliers Greenhouse gas emissions along the BASF value chain in 20174 (million metric tons of CO2 equivalents) Our climate protection products help us offer solutions to our customers to avoid greenhouse gas emissions over their entire lifecycle as compared with reference products. Accord- ing to the systematic sustainability analysis we conduct on our portfolio using the Sustainable Solution SteeringⓇ method - such products are referred to as "Accelerator" solutions as using them contributes positively to climate protection and energy. One example is the ammonium stabilizer DMPP. As the main component of BASF's VizuraⓇ fertilizer additive, it helps to increase plant uptake efficiency. This reduces the use of fertilizers or liquid manure and cuts nitrous oxide emissions by 50% on average. - Through various measures to reduce our raw material and energy requirements, the emission of greenhouse gases asso- ciated with producing the raw materials was decreased by a total of around 153,000 metric tons in 2017. BASF has been publishing a comprehensive corporate carbon footprint since as early as 2008. This reports on all emissions along the value chain and shows the volume of emissions prevented through the use of our climate protection products. We plan our climate protection activities along the value chain based on our corporate carbon footprint. ■ Customers' use of climate protection products sold in 2017 avoids 570 million metric tons of CO₂ equivalents Reporting on greenhouse gas emissions along the entire value chain Carbon footprint and climate protection products 3 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 2 Scope 1 and Scope 2 (location-based) according to the GHG Protocol Standard, excluding emissions from the generation of steam and electricity for sale to third parties; information on market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc 625 57.268 57.423 55.759 494 0.579 0.564 0.897 The values for baseline 2002 were not adjusted to reflect the currently applied global warming potential factors. 1 Energy efficiency (kilograms of sales product per MWh) Specific greenhouse gas emissions (metric tons of CO, equivalents per ton of sales product) Primary energy demand³ (million MWh) 20.716 from third parties 59 Suppliers Purchased products, services and capital goods (C 1, 2, 3a) BASF 23 BASF 20 Disposal Water BASF Report 2017 Responsibility along the value chain - Environment, health, safety and security - Water 108 Management's Report 570 million metric tons climate protection products 420 With the use of BASF's Emissions avoided climate protection products 990 Without the use of BASF's Emissions along the entire value chain Prevention of greenhouse gas emissions through the use of BASF products (million metric tons of CO2 equivalents) For more information on the sustainability analysis of our product portfolio, see page 32 For more information on our emissions reporting, see basf.com/corporate_carbon_footprint makes an individual contribution in the value chain of customer solutions. Value chains are assessed in terms of BASF's economic share of the respective customer solution. On aver- age, 6% of the emissions avoided were attributable to BASF in 2017. The calculation of avoided greenhouse gas emissions took into account the chemical industry standards of the International Council of Chemical Associations (ICCA) and the World Business Council for Sustainable Development (WBCSD). An analysis of 23 climate protection product groups revealed that customers' use of products sold in 2017 helps to avoid 570 million metric tons of CO2 equivalents. Every product 4 According to Greenhouse Gas Protocol, Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses 4 Other (C 3b, 3c, 5, 8, 13, 15) 43 Customers Emissions from the use of end products (C 11) 4 Transport Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) Incineration with energy recovery, landfilling (C 12) Production (including genera- tion of steam and electricity) 1 1.34 241 0.52 0.51 Thermally recovered 0.27 0.26 Recycled 0.79 0.77 Waste recovered 0.10 0.06 Thereof from oil and gas exploration 2.12 2.10 Total waste generation² 2017 2016 Waste management in the BASF Group (million metric tons) Waste prevention is our topmost goal. If waste is unavoidable, we review the options for recycling or energy recovery, using BASF's existing Verbund structures for efficient waste manage- ment. Total waste volume amounted to 2.12 million metric tons in 2017 (+1.0%). Total waste volume on a level with the previous year Systematic management of contaminated sites Management of waste and contaminated sites Our product portfolio contains a variety of catalysts used in the automotive sector and in industry to reduce the emission of air pollutants. 25,706 Waste disposed of 25,991 1.33 In underground landfills 1 The 2016 figure has been adjusted due to updated data. For more information, see the Notes to the Consolidated Financial Statements on pages 196 and 217 al We set out global standards for our approach to managing contaminated sites. A worldwide network of experts ensures their proper implementation. We develop remediation solutions that combine nature conservation, climate protection concerns, costs, and social responsibility. This means making customized decisions on a case-by-case basis, founded on the legal framework and current technological possibilities. We have been documenting relevant sites in a contaminat- ed site database since 2013. Ongoing remediation work around the world continued on schedule and planning was concluded on future landfill remediation projects. 2 Comprises all production waste and hazardous waste from construction activities 3 The classification of waste into hazardous and nonhazardous waste is performed according to local regulations. 0.23 0.23 Transported hazardous waste 0.87 0.87 Hazardous waste 0.47 0.46 Nonhazardous waste Classification of waste for disposal³ 0.77 0.72 Through incineration 0.39 0.47 In surface landfills 0.17 0.14 19.976 Production² 2,170 NH (ammonia) and other inorganic substances Total BASF Report 2017 Customers BASF Suppliers Air and soil Responsibility along the value chain - Environment, health, safety and security - Air and soil 110 Management's Report For more information, see basf.com/water In order to avoid unanticipated emissions and the pollution of surface or groundwater, we create water protection strategies for our production sites. This is mandatory for all production plants as part of the Responsible Care® initiative. The wastewater protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being implemented and complied with. A total of 1,766 million cubic meters of water were discharged from BASF production sites in 2017, including 177 million cubic meters of wastewater from production. Emissions of nitrogen to water amounted to 2,800 metric tons (2016: 2,900 metric tons). Around 14,100 metric tons of organic substances were emitted in wastewater (2016: 15,900 metric tons). Our wastewater contained 25 metric tons of heavy metals (2016: 23 metric tons). Phosphorus emissions amount- ed to 420 metric tons (2016: 310 metric tons). Our wastewater is treated through different methods depending on the type and degree of contamination - including biological processes, oxidation, membrane technologies, precipitation or adsorp- tion. Low level of emissions Emissions to water The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We employ various means in our efforts to minimize this as much as possible. We are constantly working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. We predominantly use water for cooling purposes (87%), after which we recirculate it back to our supply sources. We reduce our water use by recirculating as much water as possi- ble. Our larger sites have recooling plants that allow water to be reused several times and which reduce the temperature of used cooling water before it is discharged back into a body of water. Our water usage totaled 1,816 million cubic meters in 2017. This demand was covered for the most part by surface water, such as rivers and lakes. At some sites, we use alternative sources such as treated municipal wastewater, brackish water or seawater, reducing our need for freshwater. 100% ■ Using water responsibly Water use Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites BASF operations excl. Oil & Gas 2025 Goal 1 The difference between the volume of water drawn and the volume discharged is primarily attributable to evaporation losses during closed-circuit cooling. 2 Total from production processes, graywater, rinsing and cleaning in production 19 External treatment plant We want to further reduce emissions to air from our production, prevent waste and protect the soil. We have set ourselves standards for doing so in global directives. If no recovery options are available for waste, we dispose of it in a proper and environmentally responsible manner. 2,229 Strategy Professional disposal of hazardous waste 2,207 2,338 Dust¹ 1,753 1,872 SO (total sulfur oxides) 4,727 4,824 NMVOC (nonmethane volatile organic compounds) 2017 3,644 11,205 11,143 NOX (total nitrogen oxides) 3,585 CO (carbon monoxide) 2016 Air pollutants from BASF operations excluding Oil & Gas Emissions to air (metric tons) Absolute emissions of air pollutants from our chemical plants amounted to 25,706 metric tons in 2017. Emissions of ozone-depleting substances as defined by the Montreal Protocol totaled 23 metric tons in 2017 (2016: 23 metric tons¹). Emissions of heavy metals in 2017 amounted to 3 metric tons (2016: 3 metric tons). Further reduction of emissions Emissions to air When treatment is required for soil and groundwater contamination at active and former BASF sites, proper reme- diation measures are reviewed based on prevailing legal and current technical standards, and undertaken as necessary. Our Raw Material Verbund helps us prevent or reduce waste. We regularly carry out audits to inspect external waste disposal companies to ensure that waste is properly disposed of. In this way, we also contribute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. Regular monitoring of our emissions to air is a part of environmental management at BASF. Aside from greenhouse gases, we also measure emissions of other pollutants into the atmosphere. Our reporting does not take into account air pollutant emissions from oil and gas operations due to their substantial fluctuation during exploration phases. ■ Regular monitoring of emissions to air 24.713 Global goal and measures 2017 For more information on climate protection, see basf.com/climate_protection Climate protection is a shared global task. We advocate climate protection by supporting initiatives to this end. In 2017, companies from G20 countries - the Business 20 (B20) - developed recommendations on energy, climate and resource efficiency for state and government leaders. BASF led this B20 task force. BASF supports a consistent implementation of the Paris climate accord as the necessary basis for limiting global warming. We therefore also joined the World Economic Forum's CEO Climate Leaders initiative in 2017. Our climate protection activities are based on a comprehensive analysis of our emissions. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol Standard, as well as the sector-specific standard for the chemical industry. Since 2004, we have participated in the international non-profit organization CDP's program for reporting on data relevant to climate protection. BASF again achieved a score of A- in CDP's rating for 2017, awarding it "Leadership" status. Companies on the "Leadership" level are distinguished by factors such as the completeness and trans- parency of their reporting. They also pursue comprehensive approaches in managing the opportunities and risks associated with climate change as well as emissions reduction strategies to achieve company-wide goals. We offer our customers solutions that help prevent green- house gas emissions and improve energy and resource efficiency. Around half of our total annual research and development spending goes toward developing these products and optimizing our processes. Our success also depends on the long-term security and competitiveness of our energy supplies. Furthermore, we are committed to energy management that helps us analyze and further improve the energy efficiency of our plants. We continuously analyze potential risks to our business operations arising in connection with the topics of energy and climate protection and derive appropriate measures. Comparisons with European emissions trading bench- marks show that our greenhouse gas-intensive chemical plants operate at above-average efficiency. To supply our production sites with energy, we rely on highly efficient combined heat and power plants with gas and steam turbines, and on the use of heat released by production processes. We want to reduce greenhouse gas emissions in our production and along the entire value chain. To this end, we have thoroughly analyzed the greenhouse gas emissions from our production in the past few years and implemented comprehensive reduction measures. We are committed to energy efficiency and global climate protection along the value chain Strategy As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to reduce emissions along the value chain and utilize, for example, efficient technologies for generating steam and electricity, energy-efficient production processes, and comprehensive energy management. Our climate protection products make an important contribution toward helping our customers avoid emissions. BASF Report 2017 Customers BASF Suppliers Energy and climate protection Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection 104 Management's Report For more information, see basf.com/distribution_safety and basf.com/emergency_response We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the International Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2017, we provided assistance to other companies in 178 cases worldwide. We apply the experience we have gathered to set up similar systems in other countries: For example, we intensified our activities in Asia Pacific in 2017. Activities in external networks We have been able to reduce the number of transportation accidents per 10,000 shipments worldwide by around 70% since 2003. We recorded three incidents in 2017 with spillage of more than 200 kilograms of dangerous goods (2016: 2). None of these transportation incidents had a significant impact on the environment (2016: 0). We are systematically implementing our measures to improve transportation safety and report in particular on dangerous goods spillages that could lead to significant environmental impacts. We report on dangerous goods leaks of BASF products in excess of 200 kilograms on public transportation routes, provided BASF arranged the transport. Transportation incidents Reduction of greenhouse gas emissions per metric ton of sales product in BASF operations excluding Oil & Gas¹ (%) 2002 Baseline 2012 2013 2014 2015 2016 2017 Sale of energy to third parties (Scope 1)5 CO₂ Total Scope 24 SF (sulfur hexafluoride) HFC (hydrofluorocarbons) CH₁ (methane) N2O (nitrous oxide)³ CO2 (carbon dioxide) Scope 12 2016 We regularly assess the safety and environmental risks of transporting and storing raw materials and sales products with high hazard potential using our global guideline. This is based on the guidelines of the European Chemical Industry Council, CEFIC. We also have binding global standards for load safety. We stipulate worldwide requirements for our logistics service providers and assess them in terms of safety and quality. Our experts use our own evaluation and monitoring tools as well as internationally approved schemes. 2002 BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocol¹ (million metric tons of CO2 equivalents) Management's Report 105 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection BASF Report 2017 For more information on our data collection methods, see page 105. 1 The value for the 2012 business year was not adjusted to reflect the currently applied global warming potential factors. -40.0 -37.2 -35.5 -34.1 -33.9 -34.6 -33.4 2020 Goal BASF operations including Oil & Gas CO₂ - Risk assessments for transportation and storage We want our products to be safely loaded, transported, handled and stored. This is why we depend on reliable logistics partners, global standards and an effective organization. Our goal is to minimize risks along the entire transportation chain from loading and transportation to unloading. Some of our guidelines for the transportation of dangerous goods go above and beyond national and interna- tional dangerous goods requirements. We have defined global guidelines and requirements for the storage of our products and regularly monitor compliance with these. Third registration phase of REACH REACH and other legal requirements >99% Risk assessment of products that we sell in quantities of more than one metric ton per year 2020 Goal By 2020, we will conduct risk assessments for more than 99% of the substances and mixtures sold by BASF worldwide in quantities of more than one metric ton per year. We already reached 76.2% of this goal in 2017 (2016: 75.4%). The risk associated with using a substance is determined by the combination of its hazardous properties and its potential exposure to people and the environment. Global goal For more information on GPS, see basf.com/en/gps Our risk assessment goals support the implementation of initiatives such as the Global Product Strategy (GPS) of the International Council of Chemical Associations (ICCA). GPS is establishing worldwide standards and best practices to improve the safe management of chemical substances. In addition, we are also involved in workshops and training seminars in developing countries and emerging markets. In order to facilitate public access to information, we are participating in the setup of an ICCA online portal that provides more than 4,500 GPS safety summaries. For example, in cooperation with the chemical association ICCA, BASF is pushing for the establishment of a voluntary global commitment to the controlled marketing of chemicals that could be misused for purposes other than industrial chemical applications. Producers in North America and Europe are already implementing the voluntary commitment. Manufacturers in China and Taiwan are currently in talks about joining the scheme as well. We provide extensive information on all our chemical sales products to our customers with safety data sheets in around 40 languages. This is achieved with the help of a global data- base in which we maintain and evaluate continuously updated environmental, health and safety data for our substances and products. Our global emergency hotline network provides information around the clock. We train and support our customers in fulfilling their industry-specific or application- specific product requirements. We are committed to continuously minimizing the negative effects of our products on the environment, health, safety and security along the value chain – from development to disposal. This commitment to product stewardship is enshrined in our Responsible Care® charter and the initiatives of the International Council of Chemical Associations (ICCA). We also ensure uniformly high standards for product stewardship worldwide. Some of our voluntary initiatives go beyond local legal requirements. Global directives with uniformly high standards for product stewardship Strategy We review the safety of our products from research and development through production and all the way to our customers' application. We work continuously to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. Customers Responsibility along the value chain - Environment, health, safety and security - Product stewardship Management's Report 101 BASF Suppliers Greenhouse gas emissions² (million metric tons of CO2 equivalents) Product stewardship BASF Report 2017 We are working on registering substances produced in annual volumes between one and one hundred metric tons for the third and final phase of the E.U. chemicals regulation, REACH, which will end on May 31, 2018. Our REACH activities are increasingly determined by E.U. authorities' decisions on additional studies in connection with the evaluation of submitted dossiers. Independently of this, BASF is also obligated to continuously update the registration dossiers it has submitted. Over 80% of our dossiers have already been updated, although the majority of these updates were under- taken on our own initiative and not as a response to official inquiry. We apply the experience we have gathered with REACH to fulfill new legal requirements around the world, such as in South Korea and Turkey. In 2017, BASF took the industry lead in South Korea with a large number of substance registrations and was one of the first companies to receive such registrations. We also advised government representatives on chemicals legislation in 2017, for example in Brazil and Columbia. We are seeing a rise in both regulatory requirements for agrochemicals and the number of additional studies required to obtain or extend approval for crop protection products. Potential risks for people and the environment are carefully assessed and minimized throughout the research, develop- ment and registration process for crop protection agents. We perform a large number of scientific studies every year to ensure that our products meet the highest safety require- ments. 102 Management's Report - ■ Risk minimization along the entire transportation chain Strategy Our regulations and measures for transportation and warehouse safety cover the delivery of raw materials, the storage and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. Customers BASF Suppliers Transportation and storage BASF Report 2017 For more information on nanotechnology and the Nanotechnology Code of Conduct, see basf.com/nanotechnology BASF makes successful use of biotechnology. We produce a range of established products with the help of bio- technological methods. This provides us with extensive experience in the safe use of biotechnological methods in research and development as well as in production. When employing biotechnology, we adhere to all standards and legal regulations. We are guided by the code of conduct set out by EuropaBio, the European biotechnology association. Accident prevention and emergency response Safe handling of nanomaterials is stipulated in our Nano- technology Code of Conduct. Over recent years, we have conducted over 250 scientific studies and participated in over 35 different projects related to the safety of nanomaterials. The results were published in more than 100 scientific articles. One important finding is that toxicity is determined not by the size of the particles but by the intrinsic properties of the substance. The European Chemicals Agency (ECHA) as well as the OECD and national authorities are currently developing regulatory concepts to systematically test and assess nano- materials. We contribute our expertise through various ECHA working groups or the OECD's Business and Industry Advisory Group (BIAC). In May 2017, the ECHA published guidance on the registration of nanomaterials, which we helped to develop. The E.U.-funded NanoDefine project, in which we developed measurement strategies for identifying nanomaterials together with 27 partners, was also concluded in 2017. ■ Continual safety research on nano- and biotechnology Management of new technologies For more information on alternative methods, see basf.com/alternative_methods Since 2016, our Experimental Toxicology and Ecotoxi- cology department has been working together with a total of 39 partners on one of the largest European collaborative projects for alternative methods. The project, planned to run for six years, aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted largely without animal testing. We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Association for Assessment and Accreditation of Laboratory Animal Care the highest standard for laboratory animals in the world. We are continually developing and optimizing alter- native and complementary methods, and we use them wherever it is possible and approved by the authorities. We use alternative and complementary methods in more than a third of our tests. Currently, 30 replacement and supplementary methods are being used in our labs and another 19 are in the development stage. BASF spent €3.4 million toward this purpose in 2017. One focus area of our research in 2017 and subsequent years is the development of alternative methods for testing the potential of substances that negatively affect organisms' growth and development. - Before launching products on the market, we subject them to a variety of environmental and toxicological testing. We apply state-of-the-art knowledge in the research and development phase of our products. For instance, we only conduct animal studies when they are required by law and approved by respective authorities. Animal studies are at times stipulated by REACH and other national legislation outside the European Union in order to obtain more information on the properties and effects of chemical products. Use of alternative and complementary methods for animal studies Environmental and toxicological testing BASF Report 2017 Responsibility along the value chain - Environment, health, safety and security - Product stewardship Nano- and biotechnology offer solutions for key societal challenges - for example, in the areas of climate protection or health and nutrition. Total Management's Report 103 Responsibility along the value chain - Environment, health, safety and security - Transportation and storage 14.634 Residual fuels 5.3 million MWh 14.1% Steam 39.7 million MWh¹ 47% Waste heat 50% 1 Internally generated -23 2.3% Steam supply 0.8 million MWh Coal 0.1 million MWh Heating oil 31.2 million MWh Natural gas 0.2% 83.4% Fossil and residual fuels used for own generation in power plants of the BASF Group BASF Report 2017 3 Electricity 15.1 million MWh 30% 2 Purchased 3% Conversion factor: 0.75 MWh per metric ton of steam Key indicators for energy and climate protection in BASF operations excluding Oil & Gas Baseline 2002¹ 2017 2016 Management's Report 107 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection BASF Report 2017 Our research also contributes to increasing the efficiency of technologies for the use of renewable energy sources. We also rely on locally available energy sources for energy supply at our sites. Especially in the growing Asian market, we and our energy suppliers also utilize coal as an energy source in individual cases since the more climate-friendly natural gas is not available in sufficient quantities at competitive prices. We are continuously exploring the use of renewable energies. The focus here is on the purchase of electricity. It only makes economic sense to replace highly efficient internal electricity and steam generation using natural gas once renewable energies offer the necessary supply security and are available at competitive prices. We were able to further optimize the resource and energy consumption of our production in numerous projects around the world in 2017. In Ludwigshafen, for example, we were able to reduce the energy required for cooling by systematically analyzing the cold supply and using a new absorption chiller to make the existing waste heat steam available for cooling. Furthermore, process improvements at many additional sites have led to savings in steam and electricity. Gas and steam turbines in our combined heat and power plants enable us to fulfill more than 70% of the electricity demand of the BASF Group. Compared with separate methods of generating steam and electricity, we saved 12.7 million MWh of fossil fuels and prevented 2.6 million metric tons of carbon emissions in 2017. The Verbund system is an important component of our energy efficiency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, the Verbund saved us around 19.2 million MWh in 2017, which translates to 3.9 mil- lion metric tons less of CO 2 released to the environment. With combined power and steam generation as well as our continuously enhanced Energy Verbund, we were thus able to prevent a total of 6.5 million metric tons of carbon emissions in 2017. Verbund system as important component of our energy efficiency strategy Purchased Energy supply and efficiency 2017 2016 2015 2014 90 39.5 38.6 42.3 54.3 Certified energy management systems (ISO 50001) introduced at BASF Group sites worldwide, in terms of primary energy demand (%) Total: 2020 Goal 2 37.4 million MWh Internally generated 1 BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's 22.571 1.086 1.161 21.978 0.347 26.936 3.796 21.485 20.817 26.589 3.884 5.243 0 0 0.081 0.087 0.061 0.048 0.045 0.244 0.747 0.586 70% 6.407 16.215 use. ² Emissions of N2O, CH, HFC and SF have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 1995 (2002 emissions) and IPCC 2007, errata table 2012 (2016 and 2017 emissions). HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. 0 4 Location-based approach. Information on the calculation of market-based Scope 2 emissions can be found in the GRI and Global Compact Index; see basf.com/en/gri_gc 5 Includes sale to BASF Group companies; as a result, emissions reported under Scope 2 can be reported again in some cases. 1 2 Electricity supply 3 The 2016 figure has been adjusted due to updated data. Energy supply of the BASF Group 2017 Responsibility along the value chain - Environment, health, safety and security - Energy and climate protection 106 Management's Report 6 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. The introduction and implementation of the energy manage- ment systems is steered by a global working group. All energy efficiency measures are recorded and analyzed in a global database and made available to BASF sites as best practices. Currently, over 100 measures are being pursued to reduce energy consumption and increase competitive ability. Sites and pilot plants across all regions were certified in accordance with ISO 50001 in 2017. These include the Verbund site in Antwerp, Belgium, production plants at the Guaratinguetá site in Brazil and Freeport in Texas, as well as another 10 sites in China, India, Singapore, Ireland, Norway and Switzerland. At the moment, 43 sites are certified worldwide, representing 54.3% of our primary energy demand. 90% Coverage of our primary energy demand through certified energy management systems at all relevant sites BASF operations incl. Oil & Gas 2020 Goal 16.813 -40% Global goals and measures Reduction of greenhouse gas emissions per metric ton of sales product ■Introduction of energy management systems in accordance with ISO 50001 We aim to reduce our greenhouse gas emissions per metric ton of sales product by 40% by 2020, compared with baseline 2002. Our emissions rose year-on-year in 2017, mainly due to higher production levels of precursors within the Group and an increase in nitrous oxide emissions. In 2017, we reduced greenhouse gas emissions per metric ton of sales product by 35.5% compared with baseline 2002 (2016: reduction of 37.2%). Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations (excluding Oil & Gas) by 48.3% and even reduce specific emissions by 74.7%. ■ 2020 Goal We set ourselves a new energy efficiency goal in 2015 covering both the chemicals and the oil and gas businesses. By 2020, we want to have introduced certified energy management systems (DIN EN ISO 50001) at all relevant production sites. 6 Taken together, this represents 90% of BASF's primary energy demand. This is one of the ways in which we intend to identify and carry out improvements in energy efficiency, reducing not only greenhouse gas emissions and saving valuable energy resources, but also increasing the BASF Group's competitive ability. Reduction of greenhouse gas emissions per metric ton of sales product Baseline 2002 BASF operations excl. Oil & Gas - The BASF Group's management is informed about operational opportunities and risks (observation period of up to one year) in the monthly management report produced by the Corporate Controlling unit. In addition, Corporate Controlling and Finance provide information twice a year on the aggregated opportunity/risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which has a more than €10 million impact on earnings or bears reputational risks, it must be immediately reported. - As part of our strategy development, the Corporate Development unit conducts strategic opportunity/risk analyses with a 10-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. We strictly adhere to the principles of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are produced by specialized service providers or specially qualified employees. The significant risks for the BASF Group regarding a reliable control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. Annual evaluation of the control environment and relevant processes at significant companies An internal control system for financial reporting continuously monitors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in financial reporting is structured and uniform across the BASF Group. ■Segregation of duties, principle of dual control and clearly regulated access rights ■ Conducted in accordance with standardized Group guidelines Significant features of the internal control and risk management system with regard to the Group financial reporting process For more information on our Group-wide Compliance Program, see page 135 onward - Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these mandatory standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. For more information on our sustainability management processes, see page 29 onward Employees involved in the accounting and reporting process meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. The Consolidated Financial Statements are prepared by a unit in the Finance division. BASF Group's accounting process is based on a standardized accounting guideline that sets out accounting policies and the significant processes and dead- lines on a Group-wide basis. There are binding directives for the internal reconciliations and other accounting operations within the Group. Standard software is used to carry out the accounting processes for the preparation of the individual financial statements as well as for the Consolidated Financial Statements. There are clear rules for the access rights of each participant in these processes. - The nonfinancial topics relevant for BASF are addressed by the responsible functional units, which assess the risks identified as being relevant according to impact and probability of occurrence. We identify opportunities and risks that arise in connection with the topics of environment, society and governance with our sustainability management Management's Report 113 Forecast Opportunities and risks report BASF Report 2017 Moreover, a centralized selection process identifies companies that are exposed to particular risks, that are material to the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. In the relevant companies, one person is given the responsibility of monitoring the execution of the annual evaluation process. - We use standardized evaluation and reporting tools for the identification and assessment of risks. The aggregation of opportunities, risks and sensitivities at division and Group level using a Monte Carlo simulation helps us to identify effects and trends across the Group. - A catalog of opportunity and risk categories helps to identify all relevant opportunities and risks as comprehensively as possible. - The Risk Management Policy, applicable throughout the Group, forms the framework for risk management and is implemented by the business units according to their particular business conditions. - Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. - The Board of Executive Directors is supported by the units Finance, Corporate Controlling, Corporate Development and Legal, Taxes, Insurance & Intellectual Property, and the Chief Compliance Officer. These units coordinate the risk management process at a Group level and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, planning and budgeting processes. Instruments – The internal auditing unit (Corporate Audit) is responsible for regularly auditing the risk management system established by the Board of Executive Directors in accordance with section 91(2) of the German Stock Corporation Act. Further- more, as part of its monitoring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. - BASF's Chief Compliance Officer (CCO) manages the implementation of our Compliance Management System, – The management of specific opportunities and risks is largely delegated to the business units and is steered at a regional or local level. Risks relating to exchange rates and raw materials prices are an exception. In this case, there is an initial consolidation at a Group level before derivative hedging instruments, for example, are used. - A network of risk managers in the business, functional and corporate units as well as in the regions and at the Verbund sites advances the implementation of appropriate risk management practices in daily operations. The BASF Group's risk management process is based on the international risk management standard COSO II Enterprise Risk Management Integrated Framework (2004), and has the following key features: Organization and responsibilities tools. We have established global monitoring systems to check adherence to laws and our voluntary commitments in these areas. These also incorporate our suppliers. supported by additional compliance officers worldwide. He regularly reports to the Board of Executive Directors on the status of implementation as well as on any significant results. He also provides a status report to the Supervisory Board's Audit Committee at least once a year, including any major developments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Execu- tive Directors. Regulation and political risks - Evaluation of the control environment We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of unscheduled shutdowns on the supply of intermediate and end products through diversification within our global production Verbund. BASF Report 2017 Aggregation at a Group level Production and investments We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the consequences of potential nondelivery. We continuously monitor the credit risk of important business partners. Purchasing and supply chain Political measures could also give rise to opportunities. For example, we view the worldwide expansion of renewable energy and measures to increase energy efficiency as an opportunity for increased demand for our products, such as our insulation foams for buildings or our solutions for wind turbines. Our broad product portfolio enables us to offer alternatives if chemicals have to be substituted as a result of restrictions in connection with the REACH chemicals regulation or new standards in our customers' industries. Economic and political uncertainties may arise as a result of Brexit. At this point in time, it is not yet clear what the future relationship between the European Union and the United Kingdom will look like post-Brexit and what specific consequences this will have for our sites, our supply chains and the regulatory environment. A cross-divisional Brexit team has been established to prepare the BASF organization for various exit scenarios and enable it to quickly react to political decisions. Risks for us can arise from intensified geopolitical tensions, new trade sanctions, stricter emissions limits for plants or energy and climate laws. In addition, risks to the BASF Group can be posed by further regulations in key customer industries or on the use or registration of agricultural and other chemicals. We continuously enhance our products and solutions in order to maintain competitive ability. We watch the market and the competition, and try to take targeted advantage of opportunities and counter emerging risks with suitable measures. Aside from innovation, a major component our competitiveness is our cost structure. Competition The year's average oil price for Brent crude was around $54 per barrel in 2017, compared with $44 per barrel in the previous year. For 2018, we anticipate an average oil price of $65 per barrel. We therefore expect a slight increase in price levels for the raw materials and petrochemical basic products that are important to our business. Yet an oil price level be- low the expected average would pose risks for our oil and gas business, whose EBIT declines by approximately €20 million for every $1 decrease in the average annual barrel price of Brent crude. The BASF Group will be exposed to margin risk in 2018, driven by the isocyanates business in particular. It is also possible that margin pressure on a number of other products and value chains could be increased by, for example, new capacities or increasing raw material costs. This would have a negative effect on our income from operations (EBIT). Margin volatility In these companies, the process comprises the following steps: Weather-related influences can result in positive or negative effects on our crop protection business. We also consider risks from deviations in assumptions. We continue to see a significant macroeconomic risk in an increased slowdown of the Chinese economy, which would have considerable impact on demand for intermediate goods for industrial production as well as investment goods. This would have an effect on emerging markets that export raw materials as well as on advanced economies that specialize in technological goods. Risks to the global economy would also be posed by the possible escalation of geopolitical conflicts and an increased tendency toward protectionism. The development of our sales markets is one of the strongest sources of opportunities and risks. More details on our assumptions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construction sectors, can be found from pages 119 to 121. Development of demand Short-term opportunities and risks BASF Report 2017 Forecast Opportunities and risks report 114 Management's Report - Internal confirmation of the internal control system All managing directors and chief financial officers of each consolidated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. The managers responsible receive reports on any control weaknesses identified and their resolution, and an interdisciplinary committee investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed once control weaknesses have been identified that have a considerable impact on financial reporting. Only after material control weaknesses have been resolved does the company's managing director confirm the effectiveness of the internal control system. - Monitoring of control weaknesses After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effective. - Assessment of control activities - Identification and documentation of control activities In order to mitigate the risks to the financial reporting processes listed in our central risk catalog, critical processes and control activities are documented. Adherence to internal and external guidelines that are relevant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire. Should the macroeconomic environment develop more slowly than we predict, we expect a lower oil price. In this case, we also expect the euro to weaken relative to the U.S. dollar in the medium term as compared with our planning assumptions, as the eurozone's economy shows a high level of dependency on exports and, in times of global economic weakness, the U.S. dollar is preferred by portfolio investors as a safe haven. Decentralized management of specific opportunities and risks Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken¹ ■ Exchange rate volatility Finance Law Information technology Acquisitions/divestitures/cooperations Personnel Investments/production Purchasing/supply chain Company-specific opportunities and risks Regulation/policy Competition Margins Business environment and sector Market growth Possible variations related to: Other financial opportunities and risks For 2018, we expect the global economy to continue to grow at around the same pace as the previous year. Important opportunities and risks for our earnings are associated with uncertainty regarding market growth, the development of key customer industries, acquisitions and divestitures, as well as volatility in exchange rates and margins. In particular, a considerable slowdown of the Chinese economy continues to pose significant risks. Such a development would negatively affect demand for intermediate and investment goods. This would impact the emerging markets that export raw materials as well as the advanced economies. This is especially true for Europe. Further risks to the global economy arise from an escalation of geopolitical conflicts and an increased tendency toward protectionism. Overall assessment In order to effectively measure and manage identified opportunities and risks, we quantify these where appropriate in terms of probability and economic impact in the event they occur. Where possible, we use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportuni- ties and limit business losses. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create value. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. We define opportunities as potential successes that exceed our defined goals. Identifying opportunities and risks as early as possible and planning effective courses of action Risk management Events that can negatively impact the achievement of our goals Risks Potential successes that exceed our defined goals Opportunities Management's Report 111 Forecast Opportunities and risks report Opportunities and risks report Forecast Management's Report 115 Forecast Opportunities and risks report BASF Report 2017 ■ Significant risks and opportunities arise from overall economic developments and volatility in exchange rates and margins and reporting < Z ■ ■ Integrated process for identification, assessment Risk management process Functional units External Auditors BASF Report 2017 Verbund sites Regions Divisions Legal, Taxes, Insurance & Intellectual Property Corporate Development Corporate Controlling Finance Chief Compliance Officer €100 million Functional and corporate units Supervisory Board Corporate Audit Organization of BASF Group's risk management Forecast Opportunities and risks report 112 Management's Report Ultimately, however, residual risks remain in all entrepre- neurial activities which even comprehensive risk management cannot exclude. According to our assessment, there continue to be no sig- nificant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of another global economic crisis. Using a 95% confidence interval per risk factor based on planned values; summation is not permissible. 2018 + Outlook ≥ €1,000 million < €1,500 million €500 million < €1,000 million > €100 million < €500 million Board of Executive Directors In the event of a production outage - caused by an accident, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They not only coordinate the necessary emergency response measures, they also initiate the immediate measures for damage control and resumption of normal operations as quickly as possible. United States For more information on emergency response, see page 100 or basf.com/emergency_response Japan 5.9% Emerging markets of Asia 2.5% 2.0% 3.0% World European Union Outlook for gross domestic product 2018 (Real change compared with previous year) The United States should maintain its economic momen- tum, with slightly stronger growth compared with 2017. Early economic indicators point to a stable, positive consumer climate, which also reflects the strong labor market trend. Moderating effects will come from the financial market. Slowly rising interest rates should put more of a damper on consumer spending than in the previous year. By contrast, the corporate tax cut and the income tax reform passed in December 2017 will provide additional growth stimulus. Growth in the E.U. is expected to slow slightly in 2018. Although the economy is in a cyclical upturn that is likely to continue in 2018, supported by low interest rates and moder- ate inflation, exports will be curbed by the comparatively strong euro and the weaker growth expected in Asia. We also anticipate a weakening of growth in the United Kingdom as uncertainty about the situation following the announced Brexit dampens investment and private consumers increasingly suffer from unclear labor market prospects and high inflation. Growth rates in the eastern E.U. countries are forecast to decline slightly after the strong upswing in the previous year. We expect the recovery in Russia to continue at roughly the same moderate pace as in 2017. - ◉ Slightly stronger growth in the United States Growth moderation expected in China Continuation of recovery in Brazil and Russia Slightly slower growth forecast for the E.U. Trends in the global economy in 2018 The global economy is expected to grow by 3.0% in 2018, about as fast as in 2017 (+3.1%). We expect economic momentum in the European Union (E.U.) to ease slightly. The United States will presumably grow at a slightly stronger rate. We anticipate a weakening of the high growth in China. This will probably negatively impact the Japanese economy as well. We forecast a continuation of the recovery already underway in Brazil and Russia. Global chemical production is forecast to grow by 3.4% in 2018, roughly at the same rate as in 2017 (+3.5%). For 2018, we predict an average price of $65 per barrel for Brent crude oil and an exchange rate of $1.20 per euro. Management's Report 119 Forecast Economic environment in 2018 Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget breaches. We counter these risks with highly experienced project management and controlling. BASF Report 2017 For more information on opportunities and risks from energy policies, see page 114 For more information on energy and climate protection, see page 104 onward For more information on sustainability management and material topics for BASF, see page 29 onward For example, the material topic "energy and climate" is analyzed to enable us to identify, assess and manage climate- related risks and opportunities. For BASF as an energy- intensive company, these arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legislation. As part of our sustainability management, we also assess the opportunities and risks associated with the topics we have identified as material. These also include the increasing internalization of external effects, through which positive and negative earnings contributions from companies' activities that were previously borne by the community are attributed to these companies. Sustainability BASF is adjusting in the medium and long term to the rising challenge of gaining skilled employees due to demographic changes, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suitable applicants, or only after a delay. We address these risks with measures to integrate diversity, employee and leadership development, and intensified employer branding. At local level, demographic management includes succession planning, knowledge management and offerings to improve the balance between personal and professional life and pro- mote healthy living. This increases BASF's appeal as an employer and retains our employees in the long term. For more information on the individual initiatives and our goals, see page 42 onward Recruitment and long-term retention of qualified employees For more information on our acquisitions, see page 40 onward The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, or the assumption of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not fulfilled, risks could arise, such as the need to impair intangible assets; however, there could also be oppor- tunities, for example, from additional synergies. In the future, we will continue to refine our portfolio through acquisitions that promise above-average profitable growth, are innovation-driven, offer added value for our customers and reduce the cyclicality of our earnings. 1.2% Acquisitions 2.0% Trends in gross domestic product 2018-2020 (Average annual real change) Agricultural production should see stable growth in 2018 on a level with the long-term average. That being said, we expect very different regional trends. We anticipate slightly stronger growth at a low level in Europe, while production in North America should expand at a higher rate after the weather-related losses in the previous year. Continued growth is forecast for South America; however, this is expected to be weaker than the rates seen in 2017. The agricultural industry in Asia should expand at roughly the same robust level of the previous year. We expect slightly lower growth in the health and nutrition sector for 2018 after a comparatively strong performance in 2017. The weaker global growth rate is primarily attributable to Asia, where momentum will be strong but slightly slower. In Europe, too, we anticipate a slight decline in growth, while slightly stronger increases are forecast for North and South America. The electronics industry benefits from increasing digitali- zation and automation. Following strong growth in the previous year, particularly in Asia, growth rates should remain high but ease slightly in 2018. The industry will see different trends in the main production countries: We still anticipate double-digit growth rates in the emerging economies of Asia despite a slight slowdown. The downturn is expected to be more pronounced in Japan. Growth in the United States should in- crease slightly. We expect consumer goods production to pick up slightly in 2018 in line with the positive trajectory of the world economy and rising purchasing power of consumers. Growth in western and eastern Europe should weaken somewhat after an excep- tionally strong previous year. We expect moderate growth in production in North and South America in 2018. In Asia, the world's largest market for consumer goods, we forecast stable growth roughly at the high prior-year level. Asian emerging markets, we predict largely stable growth rates in the construction industry. As in previous years, the highest growth rates will likely be in infrastructure investment. For South America, we predict a weak increase in 2018 for the first time after four years of declining construction activity. Given a background of continuing weak oil and gas prices, the construction industry in the Middle East should see moderate growth. Global growth in the construction industry should increase slightly in 2018. However, we expect slightly weaker growth overall in western Europe: The construction industry in Germany is stretched to its capacity limits, government subsidy programs in France are coming to an end and the announced Brexit is negatively impacting construction demand in the United Kingdom. We anticipate robust growth in demand in the eastern European construction sector, which is also sup- ported by a gradual recovery in Russia. For the United States, we forecast low growth in the construction industry, but higher than the weak prior-year level; in the infrastructure segment, we once again expect a slight increase following a signifi- cant decline in the previous year. In China and the other In the energy and raw materials sector, we anticipate stronger production growth for 2018. The increase in prices for energy raw materials will drive forward the production of unconventional oil and gas deposits in the United States. In the Middle East, on the other hand, we only anticipate a slight rise in growth rates due to the ongoing production cuts imposed by the OPEC countries. We predict slight growth in South America for 2018 following the decline in the previous year. In Europe, too, we expect energy and raw material production to expand at a slightly higher rate. The transportation industry should post stable growth overall, roughly on the same level as in 2017. We continue to anticipate modest growth rates for the automotive industry in western Europe, but stronger and stable growth of around 3% for production in the transportation industry as a whole. Con- tinued robust growth is forecast for the eastern European automotive market, supported by a dynamic recovery of pro- duction in Russia. Automotive production in North America should also once again see slight growth in 2018 after the decline in the previous year. One reason is the anticipated replacement of the vehicles that were destroyed in the hurri- canes in fall 2017. We expect growth in Asia to slow, mainly as a result of the phasing out of sales tax incentives in China at the end of 2017. By contrast, the automotive industry in South America is expected to continue its recovery. We expect global industrial production in 2018 to grow at more or less the same rate as in the previous year (2017: +3.3%; 2018: +3.2%). The trends in the regions are mixed: Growth in the E.U. and Japan will probably weaken compared with the high level of 2017. By contrast, we anticipate a slight upturn in the United States. In the emerging markets of Asia, we assume that China will experience a cooldown but India will return to stronger industrial growth. In South America, the recovery in industrial production that emerged over the course of 2017 is expected to continue. - Stable growth expected in global industrial production for 2018 Outlook for key customer industries BASF Report 2017 Forecast Economic environment in 2018 120 Management's Report We anticipate a continuation of the slow economic recov- ery in South America. In Brazil, demand for investment goods and durable consumer goods will presumably pick up slowly and export demand will develop solidly. We expect the Argentinian government to continue its path of reforms. Declining inflation rates should strengthen private consump- tion, and rising demand should also improve the investment climate. For Japan, we anticipate a slowdown in 2018 after a year of unexpectedly high growth. In particular, China's stimulating effect on Japanese exports is expected to weaken. However, the weak yen and the expansive fiscal policy will shore up the Japanese economy, meaning that the moderate upward trend is expected to continue. In the emerging markets of Asia, we expect economic growth to remain robust but slightly below the prior-year level in 2018. China should report slower but still strong growth: Government stimuli for the economy will probably be weaker and the financial markets will generally be more strictly regulat- ed to prevent a further rise in corporate and consumer debt. Conversely, we are seeing slightly stronger growth rates in India. Here, the dampening effects of the introduction of a new sales tax system will presumably taper off. 2.4% South America 0.8% Japan 5.7% Emerging markets of Asia 2.3% 1.7% European Union 2.9% World United States South America For more information on our investment plans, see page 124 Economic environment in 2018 We expect the increase in chemical production in emerging markets in the coming years to remain above the global average. This will create opportunities that we want to exploit by expanding our local presence. Liquidity risks In the catalysts business, BASF employs commodity derivatives for precious metals and trades precious metals on behalf of third parties and on its own account. Appropriate commodity derivatives are also traded to optimize BASF's supply of refinery products, gas and other petrochemical raw materials. To address specific risks associated with these trades, which are not part of our operating business, we set and continuously monitor limits with regard to the type and size of the deals concluded. Risks from metal and raw materials trading In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the balanced maturity profile of its financial indebtedness. Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed-rate instruments and fluctuations in the interest payments for variable-rate financial instruments, which would positively or negatively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used in individual cases. Interest rate risks Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance Iwith IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instruments, if necessary. Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's sales, opportunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year rise in the value of the U.S. dollar/euro exchange rate by $0.01 would result in an increase of around €50 million in the BASF Group's EBIT, assuming other condi- tions remain the same. On the production side, we counter exchange rate risks by producing in the respective currency zones. Exchange rate volatility As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. The chief aim is the reduction of counterparty, transfer and currency risks for the BASF Group. The management of liquidity, currency and interest rate risks is conducted in the Treasury unit. The management of commodity price risks takes place in the Procurement functional unit or in appropriately authorized Group companies. Detailed guide- lines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of trading and back office functions. Financial opportunities and risks We are continuing to evaluate an investment in a world- scale methane-to-propylene complex on the U.S. Gulf Coast and conduct regular assessments, taking into account raw materials prices and the relevant market conditions. BASF Report 2017 Forecast Opportunities and risks report 116 Management's Report We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analyses and assessments of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, indepen- dent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close coop- eration between the affected operating and functional units together with the Legal and Finance units. If sufficient proba- bility is identified, a provision is recognized accordingly for each proceeding. Should a provision be unnecessary, general risk management continues to assess whether these litigations nevertheless present a risk for the EBIT of the BASF Group. Legal dispute and proceedings BASF also established the Cyber Defense Center in 2015; is a member of the Cyber Security Sharing and Analytics e. V. (CSSA); and is a founding member of the German Cyber Security Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. To minimize such risks, BASF uses globally uniform processes and systems to ensure IT security, such as stable and redundantly designed IT systems, backup processes, virus and access protection, encryption systems as well as integrated, Group-wide standardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk manage- ment is conducted using Group-wide regulations for organiza- tion and application, as well as an internal control system based on these regulations. BASF relies on a large number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect process safety and the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records, competition-related information or research results, can result in legal consequences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. Information technology risks For more information on our compensation system, see page 46 For more information on risks from pension obligations, see page 117 Due to BASF's worldwide compensation principles, the development of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the company's success, among other factors. The correlation between variable compensation and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discounting pension obligations. Furthermore, changes to the legal environment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly monitored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. Personnel For more information on opportunities and risks from acquisitions and divestitures in 2018, see the Outlook from page 122 onward Opportunities and risks arise in connection with acquisitions and divestitures from the conclusion of a transaction, or it being completed earlier or later than expected. They relate to the regular earnings contributions gained or lost as well as the realization of gains or losses from divestitures if these deviate from our planning assumptions. We are constantly watching our environment in order to identify possible targets and develop our portfolio appropriately. In addition, we work together in collaborations with customers and partners to jointly develop new, competitive products and applications. Acquisitions, divestitures and cooperations Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquidity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against potential refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. For more information on the maturity profile of our financial indebted- ness, see the explanations in the Financial Position on page 58 and the Notes to the Consolidated Financial Statements from page 218 onward We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clearance research. As part of our Group-wide Compliance Program, our employees receive regular training. We limit country-specific risks with measures based on internally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use investment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditworthiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Risks are also limited through the use of credit insurance and bank guarantees. Risk of asset losses Our decisions on the type, size and locations of our investment projects are based on assumptions related to the longterm development of markets, margins and costs, as well as raw material availability and country, currency and technology risks. Opportunities and risks arise from potential deviations in actual developments from our assumptions. Portfolio development through investments For more information on innovation and digitalization, see pages 35 to 39 The trust of customers and consumers is essential for the successful introduction of new technologies. That is why we enter into dialog with our stakeholders at an early stage of development. The opportunities of digitalization - especially in produc- tion, for new business models and in research and develop- ment - are being assessed in specific project organizations. To take advantage of these, measures are being implemented together with the divisions and the functional and research units. The risks of digitalization are managed in the divisions and functional units. We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project portfolio, as well as through professional, milestone-based project management. Research activities funded by the BASF Group promote the targeted development and enhancement of key technolo- gies as well as the establishment of new business areas. Focus areas in research are determined based on their strategic rele- vance for BASF, above and beyond existing business areas. The central research areas Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research serve as global platforms headquartered in our key regions: Europe, Asia Pacific and North America. Together with the development units in our operating divisions, they form the core of the global Know-How Verbund. Stronger regional presence opens up new opportunities to participate in local innovation processes and gain access to local talent. We optimize the effectiveness and efficiency of our research activities through our global Know-How Verbund. Forecast Opportunities and risks report 118 Management's Report The trend toward more sustainability in our customer industries continues. We want to use innovations to take advantage of the resulting opportunities. In the long term, we aim to continue increasing sales and earnings with new and improved products. Innovation In order to achieve lasting profitable growth, tap into new market segments and customers, and make our customers more successful, our research and business focus is on highly innovative business areas, some of which we enter into through strategic cooperative partnerships. We continuously improve our processes in order to remain competitive through our operational excellence. Our strategic excellence program, DrivE, also contributes to this aim. Start- ing at the end of 2018, we expect this program to contribute around €1 billion in earnings each year compared with baseline 2015. BASF Report 2017 - We expect competitors especially in Asia and the Middle East to gain increasing significance in the years ahead. Furthermore, we predict that many producers in countries rich in raw materials will expand their value chains. We counter this risk through active portfolio management. We exit markets in which we see only limited possibilities to stand out from com- petitors in the long term. Management's Report 117 Forecast Opportunities and risks report Impairment risks The risk of an asset impairment occurs if the assumed interest rate in an impairment test increases, the predicted cash flows decline, or investment projects are suspended. In the current business environment, we consider the risk of impairment of individual assets such as customer relationships, technologies and trademarks, as well as goodwill, to be nonmaterial. Never- theless, a continuing decline in the prices of oil or gas below our assumed planning level would result in impairment risks for the Oil & Gas segment's assets. Long-term incentive program for senior executives Our senior executives have the opportunity to participate in a share price-based compensation program. The need for provisions for this program varies according to the develop- ment of the BASF share price and the MSCI World Chemicals Index; this leads to a corresponding increase or decrease in personnel costs. Risks from pension obligations BASF Report 2017 Long-term opportunities and risks Long-term demand development We assume that chemical production (excluding pharmaceuti- cals) will grow slightly faster than global gross domestic product over the next five years and be slightly below the previous five- year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capacities, research and development activities and acquisitions, we aim to achieve sales growth that slightly exceeds this market growth. Should global economic growth see unexpected, considerable deceler- ation, due for example to an ongoing weak period in the emerg- ing markets or to geopolitical crises, the expected growth rates could prove too ambitious. As a result of our high degree of diversification across various customer industries and regions, we would still expect our growth to be above the market aver- age, even under these conditions. For more information on the "We create chemistry" strategy, see page 23 onward Development of competitive and customer landscape Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzer- land. To address the risk of underfunding due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simulated regularly by means of portfolio analyses. An adjustment to the interest rates used in discounting pension obligations leads immediately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. Some of these contribution plans include minimum interest guarantees. If the pension fund cannot generate this, it must be provided by the employer. A permanent continuation of the low interest rate environment could make it necessary to recognize pension obligations and plan assets for these plans. - - The Personnel Committee met four times. - The Supervisory Board met six times. In the 2017 business year, meetings were held as follows: Meetings and meeting attendance - Handles the further development of the company's strategy - Prepares resolutions of the Supervisory Board on the com- pany's major acquisitions and divestitures Members: Dr. Jürgen Hambrecht (chairman), Ralf-Gerd Bastian (since May 12, 2017), Dame Alison Carnwath DBE, Michael Diek- mann, Sinischa Horvat (since May 12, 2017), Robert Oswald (until May 12, 2017), Michael Vassiliadis Strategy Committee - Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting - Identifies suitable candidates for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board - The Audit Committee met five times. Duties: - The Nomination Committee met once. - Specialist knowledge and experience in sectors outside of the chemical industry With the exception of one Supervisory Board meeting, two Audit Committee meetings, one Strategy Committee meeting and one Personnel Committee meeting, at each of which one member was absent, all respective members attended all meetings of the Supervisory Board and its committees. For more information on the Supervisory Board's activities and resolu- tions in the 2017 business year, see the Report of the Supervisory Board on page 152 onward For an individual overview of meeting attendance, see basf.com/gover- nance/supervisoryboard/meetings Competence profile, diversity concept and objectives for the composition of the Supervisory Board Composition criteria: professional and personal quali- fications, diversity, and independence One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. On December 21, 2017, the Supervisory Board therefore agreed on new objectives for the composition, the competence profile and the diversity concept of the Super- visory Board in accordance with section 5.4.1 of the German Corporate Governance Code (GCGC) and section 289f(2) no. 6 of the German Commercial Code (HGB). The guiding princi- ple for the composition of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Directors of BASF SE. Candidates shall be proposed to the Annual Shareholders' Meeting for election to the Supervisory Board who can, based on their professional expertise and experience, integrity, commitment, independence and charac- ter, successfully perform the work of a supervisory board member in an international chemical company. Competence profile The following requirements and objectives are considered essential to the composition of the Supervisory Board as a collective body: - Leadership experience in managing companies, associa- tions and networks - Members' collective knowledge of the chemical sector and the related value chains - Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, law and compliance as well as one independent member with accounting and auditing expertise ("financial expert") within the meaning of section 100(5) of the German Stock Corporation Act (AktG) - At least one member with in-depth experience in digitaliza- tion, information technology, business models and start-ups - At least one member with in-depth experience in human resources, corporate governance, communications and the media Duties: The Strategy Committee met four times. Dr. Jürgen Hambrecht (chairman), Dame Alison Carnwath DBE, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Anke Schäferkordt 3 Nomination Committee €19.0 billion Agricultural Solutions 4% 5 Oil & Gas 18% Other (infrastructure, R&D) 18% 3 19% Investments in property, plant and equipment by region, 2018-2022 4 1 Europe 54% 2 North America 19% 3 Asia Pacific 2 14% Functional Materials & Solutions Performance Products - - In the Agricultural Solutions segment, our aim is to exploit positive market momentum, especially in the emerging markets, significantly increase sales volumes with innovative solutions and raise our prices. This should more than offset the expected negative currency effects. In this way, we plan to considerably increase sales. Excluding the agreed transaction with Bayer, we would expect a slight improvement in earnings, mainly from the planned volumes growth and innovative new products amid continued strict cost management. However, negative earnings effects from the timing of the acquisition, the seasonality of the businesses to be taken over and the anticipated integration costs will probably lead to a slight decline in EBIT before special items. Our forecast for the Oil & Gas segment does not take into account the intended merger of our oil and gas activities with the business of DEA Deutsche Erdoel AG and its subsidiaries. Planning for the 2018 business year is based on an average price for Brent blend crude oil of $65 per barrel. Gas prices are likely to be on a level with 2017. We are forecasting consider- able growth in sales and EBIT before special items in the Oil & Gas segment, driven by positive price effects and the start of production at fields in Norway in particular. Sales in Other are expected to increase slightly in 2018, primarily as a result of higher sales from raw materials trading. We anticipate a slight improvement in EBIT before special items as against 2017. 124 Management's Report Forecast Outlook 2018 BASF Report 2017 Investments¹ 16% Investments of around €4.0 billion planned for 2018 We are planning total capital expenditures of around €4.0 billion for the BASF Group in 2018. For the period from 2018 to 2022, we have planned capital expenditures totaling €19.0 billion. The investment volume in the coming years is thus in line with the planning period 2017 to 2021. Projects currently being planned or underway include: Capital expenditures: Selected projects Investments in property, plant and equipment by segment, 2018-2022 123456 6 Chemicals 25% 1 Our investments in 2017 focused on the Chemicals, Functional Materials & Solutions and Oil & Gas segments. For example, we started up the expanded compounding plant for UltramidⓇ and UltradurⓇ in Schwarzheide, Germany, completed construction of the chemical catalysts plant in Shanghai, China, and invested in field development projects in Argentina, Norway and Russia. Sales in the Functional Materials & Solutions segment will presumably rise slightly in 2018. Higher overall prices and volumes growth in all divisions due to factors such as the should contribute to €19.0 billion South America, Africa, Middle East 3 To Our Shareholders Management's Report Corporate Governance 57 17 Consolidated Financial Statements 159 Supplementary Information on the Oil & Gas Segment Overviews Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments 235 Corporate governance report 127 Compliance 135 Management and Supervisory Boards 137 Board of Executive Directors 137 Supervisory Board 245 4 There have been no significant changes in the company's situation or market environment since the beginning of the 2018 business year. Information on our financing policies can be found on page 58 1 8% 5 Alternative sites currently being investigated 5% 2 Location Project Events after the reporting period Geismar, Louisiana Germany Shanghai, China Środa Śląska, Poland Capacity expansion: MDI plant Replacement: acetylene plant Construction: production plant for vitamin A Construction: production plant for ibuprofen Construction: production plant for plastic additives Capacity expansion: plant for emissions catalysts In the Oil & Gas segment, our currently planned investments of around €3.5 billion between 2018 and 2022 will focus mainly on the development of proven gas and oil deposits in Argentina, Norway and Russia. The actual expenses are also dependent on oil and gas price developments and will be adjusted as necessary. If the merger of our oil and gas activities with the business of DEA Deutsche Erdoel AG and its subsidiaries is consummated as intended, these expenditures will no longer be reported as investments by the BASF Group. Dividends We stand by our ambitious dividend policy and offer our share- holders an attractive dividend yield. We continue to aim to increase our dividend each year, or at least maintain it at the previous year's level. Information on the proposed dividend can be found on page 15 Financing In 2018, we expect cash outflows in the equivalent amount of around €1.8 billion from the scheduled repayment of bonds. To refinance maturing bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our U.S. dollar commercial paper program at our disposal. Ludwigshafen, In the Performance Products segment, we expect sales to be up slightly on the prior-year level in 2018. We plan to increase sales through volumes growth in the Dispersions & Pigments, Care Chemicals and Performance Chemicals divisions and are forecasting higher average prices overall. Sales will be dampened by the absence of the leather chemicals business, which was transferred to the Stahl group at the end of the third quarter of 2017, as well as the antici- pated negative currency effects and the limited product avail- ability of citral-based flavors and fragrances as well as vitamins. We are aiming for a considerable year-on-year increase in EBIT before special items with higher volumes and margins as well as strict cost discipline. Despite the planned volumes growth, sales in the Chemicals segment are expected to decline slightly in 2018 due to price factors. Overall, we anticipate lower sales prices in the isocyanates business as a result of additional capacities, especially in the Middle East and Asia, which will increase competitive pressure. EBIT before special items will presum- ably be considerably below the high 2017 level. The earnings contribution from higher sales volumes is not expected to compensate for the lower margins in the isocyanates business in particular. Members: 3.4% European Union United States 1.5% 3.2% Emerging markets of Asia 4.9% 1.0% 2.4% Japan World South America 122 Management's Report Forecast Outlook 2018 Outlook 2018 BASF Report 2017 For 2018, we expect the global economy and chemical production to grow at roughly the same pace as in 2017. We assume an average price of $65 for a barrel of Brent blend crude oil and an exchange rate of $1.20 per euro. In this environment, we aim to continue to grow profitably and slightly increase the BASF Group's sales and income from operations (EBIT) before special items in 2018.1 This forecast takes into account the agreed trans- actions with Bayer and Solvay. In contrast, it does not include the intended merger of our oil and gas activities with the business of DEA Deutsche Erdoel AG and its subsidiaries. For more information on our expectations for the economic environment in 2018, see page 119 onward Sales and earnings forecast for the BASF Group ■ Slight sales growth, mainly from higher volumes EBIT before special items expected to be up slightly on 2017 level 121 Our forecast for 2018 includes the agreed acquisition of sig- nificant parts of Bayer's seed and non-selective herbicide businesses, which is expected to close in the first half of 2018. Based on the timing of the acquisition, the seasonality of the businesses to be taken over and the anticipated integra- tion costs, this is likely to have a positive impact on sales and a negative impact on earnings for the Agricultural Solutions segment and the BASF Group in 2018. This outlook also includes the intended acquisition of Solvay's integrated polyamide business in the third quarter of 2018. However, we currently do not expect this transaction to have any mate- rial effect on sales and earnings for 2018. Trends in chemical production 2018-2020 (excl. pharmaceuticals) (Average annual real change) Japan BASF Report 2017 Management's Report Forecast Economic environment in 2018 Outlook for the chemical industry ■ Global growth in chemical industry roughly at level of previous year Global chemical production (excluding pharmaceuticals) is expected to grow by 3.4% in 2018, roughly on a level with 2017 (+3.5%). We anticipate a slightly weaker expansion rate in the advanced economies (2017: +3.7%; 2018: +2.4%). Growth in the emerging markets should pick up slightly (2017: +3.4%; 2018: +4.2%). The development of the world's largest chemical market - China - has a significant impact on the global growth rate. We again expect slightly stronger growth here after a compara- tively weak figure in 2017. As a result, China will presumably once again account for almost two percentage points of global chemical growth. Growth rates in the remaining emerg- ing markets of Asia should remain stable. We expect growth in the E.U. to remain above average in 2018, but slower than in 2017. Domestic demand in key cus- tomer industries will probably be slightly weaker following strong industrial growth in the previous year. We also anticipate weaker export demand from Asia. By contrast, chemical growth in the United States should pick up. One reason for the higher growth forecast for 2018 is the production outages in the U.S. caused by Hurricane Harvey in fall 2017. In addition, new production capacities will reach the market in 2018, which will presumably increase exports as well. We expect chemical growth in Japan to level off after unusu- ally strong, largely export-driven growth in the previous year. South America In South America, we assume that the upturn in the chemical industry will continue in line with the overall economic recovery. World European Union United States 3.4% 2.2% 3.2% Emerging markets of Asia 4.6% 2.5% 2.0% Outlook for chemical production 2018 (excl. pharmaceuticals) (Real change compared with previous year) We anticipate slightly higher BASF Group sales in 2018, largely as a result of volumes growth. We expect considerable sales growth in the Agricultural Solutions and Oil & Gas seg- ments, and slightly higher sales in the Functional Materials & Solutions and Performance Products segments and in Other. Our planning for the Chemicals segment assumes slightly lower sales due to price factors. EBIT before special items is expected to be up slightly on the 2017 level. This will mainly be driven by significantly higher contributions from the Performance Products, Functional Materials & Solutions and Oil & Gas segments. We are fore- casting a slight improvement in the earnings generated by Other. After a strong result in 2017, we expect considerably lower EBIT before special items in the Chemicals segment, primarily as a result of lower margins. We anticipate a slight decrease in the Agricultural Solutions segment: The agreed transaction with Bayer is likely to have a negative effect on earnings in 2018. Excluding this acquisition, we would expect the segment to record slight growth in EBIT before special items. 1,617 Agricultural Solutions 5,696 considerable increase 1,033 Forecast 2018 considerable decline considerable increase considerable increase slight decline² Oil & Gas 3,244 considerable increase slight increase 793 BASF Group 2,242 64,475 slight increase slight increase (764) considerable increase slight increase 8,328 slight increase 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0 %). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0 %). 2 Excluding the agreed transaction with Bayer, we expect a slight increase in EBIT before special items in the Agricultural Solutions segment. Other 20,745 Functional Materials & Solutions 1,416 EBIT for the BASF Group is forecast to decline slightly in 2018. We anticipate special charges in the form of integration costs in connection with the agreed acquisitions. In contrast, the Performance Products and Oil & Gas segments in particular recorded special income in 2017. EBIT in the Chemicals and Agricultural Solutions segments is expected to be consider- ably below the 2017 figure. We are forecasting slightly higher EBIT for the Performance Products and Oil & Gas segments and Other, and considerable growth in the Functional Mate- rials & Solutions segment. We aim to once again earn a significant premium on our cost of capital in 2018. However, compared with the previous year, the BASF Group's EBIT after cost of capital will decrease considerably. This will mainly be due to lower EBIT as well as the additional cost of capital from the planned acquisitions. In the Chemicals and Agricultural Solutions seg- ments, we anticipate a considerable decrease in EBIT after cost of capital, and a considerable increase in the Performance Products, Functional Materials & Solutions and Oil & Gas segments. The intended merger of our oil and gas activities with the business of DEA Deutsche Erdoel AG and its subsidiaries is not taken into account in this outlook. On signature of the final transaction agreements, the Oil & Gas segment's earnings would no longer be included in sales and EBIT for the BASF Group retroactively as of January 1, 2018 and with the prior-year figures restated. Rather, this would be presented in the income before minority interests of the BASF Group as a separate item, income from discontinued operations. From the transaction closing date, we would presumably account for BASF's share of income generated by the joint venture - Wintershall DEA - using the equity method and include this in EBIT for the BASF Group. The gain from the change from full consolidation to the equity method would be shown in income from discontinued operations. The significant risks and opportunities that could affect our forecast are described on pages 111 to 118. 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0 %). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0 %). BASF Report 2017 Forecast by segment¹ (million €) Management's Report 123 Forecast Outlook 2018 Income from operations (EBIT) Sales before special items 2017 Forecast 2018 2017 Chemicals 16,331 slight decline 4,233 Performance Products 16,217 slight increase 139 Compensation report Sales and earnings forecast for the segments Report of the Supervisory Board The Board of Executive Directors regularly informs the Supervisory Board about matters such as the course of busi- ness and expected developments, the financial position and results of operations, corporate planning, the implementation of the corporate strategy, business opportunities and risks, and risk and compliance management. The Supervisory Board has embedded the main reporting requirements in an informa- tion policy. The Chairman of the Supervisory Board is in regular contact with the Board of Executive Directors outside of meet- ings as well. The meetings of the Supervisory Board and its committees are called by their chairmen and, independently, at the request of one of their members or the Board of Executive Directors. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Exec- utive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through other means of communication outside of the meetings, as long as no mem- ber objects to this form of passing a resolution. The Supervisory Board of BASF SE comprises 12 mem- bers. Six members are elected to a five-year term each by the shareholders at the Annual Shareholders' Meeting. The remain- ing six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee repre- sentation body of the BASF Group. In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the gender quota for the Supervisory Board mandated by law as of Janu- ary 1, 2016. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Executive Directors on management issues. As members of the Supervisory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. - Four Supervisory Board committees Supervisory Board appoints, monitors and advises Board of Executive Directors Supervision of company management by the Supervisory Board 129 Corporate Governance Corporate governance report BASF SE's Supervisory Board has established a total of four Supervisory Board Committees: the Personnel Commit- BASF Report 2017 The current composition of the Board of Executive Direc- tors meets the competence profile and the requirements of the diversity concept in full. The number of Board members is based on the insights gained by BASF as a company with an integrated leadership culture and is determined by the needs arising from coopera- tion within the Board of Executive Directors. The Board of Executive Directors currently comprises eight members.1 The standard age limit for members of the Board of Executive Directors is 63. - A balanced age distribution to ensure the continuity of the Board's work and enable seamless succession planning - At least one female Board member - International experience based on background and/or pro- fessional experience - Many years of management experience in scientific, techni- cal and commercial fields The aim is to enable the Supervisory Board to ensure a rea- sonable level of diversity with respect to education and profes- sional experience, cultural background, international represen- tation, gender and age when appointing members of the Board of Executive Directors. Independent of these individual criteria, the Supervisory Board is convinced that ultimately, only a holistic approach can determine an individual's suitability for appointment to the Board of Executive Directors of BASF SE. The overall aim is to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept: - Role model function in putting our corporate values into practice · Desire to shape strategic and operational decisions, and proven success in doing so, as well as leadership skills, especially under challenging business conditions elected by the Supervisory Board 1 In May 2018, this will be reduced from eight to seven members in the course of the changes to the composition of the Board of Executive Directors. Chairman tee, the Audit Committee, the Nomination Committee and the Strategy Committee. A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found on page 139 Dame Alison Carnwath DBE and Franz Fehrenbach are mem- bers with special knowledge of, and experience in, applying accounting and reporting standards and internal control meth- ods pursuant to the German Corporate Governance Code (GCGC). 140 Financial Experts: - Is authorized to request any information that it deems neces- sary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections BASF Report 2017 Corporate governance report 130 Corporate Governance - Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, nego- tiates auditing fees and establishes the conditions for the provision of the auditor's nonaudit services - Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk management system, and the internal auditing sys- tem as well as compliance issues - Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Con- solidated Financial Statements and the Management's Reports including the nonfinancial statements and discusses the quarterly statements and the half-year financial report with the Board of Executive Directors prior to their publica- tion For more information on the Statutes of BASF SE and the Employee Participation Agreement, see basf.com/en/cg/investor Duties: Members: Audit Committee - Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to members of the Board of Executive Directors - When making recommendations for appointments to the Board of Executive Directors, considers professional qualifi- cations, international experience and leadership skills as well as longterm succession planning, diversity, and especially the appropriate consideration of women - Prepares the appointment of members to the Board of Exec- utive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Executive Directors Duties: Dr. Jürgen Hambrecht (chairman), Michael Diekmann, Sinischa Horvat (since May 12, 2017), Robert Oswald (until May 12, 2017), Michael Vassiliadis Members: Personnel Committee The compensation of the Supervisory Board is described in the Compensation report from page 150 onward Dame Alison Carnwath DBE (chairman), Ralf-Gerd Bastian, Franz Fehrenbach, Michael Vassiliadis 6 employee representatives startup of new production capacities this. Our forecast is supported by the expectation of continu- ing good demand from the automotive and construction industries. Despite the continued challenging market environ- ment and higher fixed costs from new plants, we anticipate a considerable increase in EBIT before special items, mainly as a result of volumes growth and higher margins. 6 shareholder representatives elected at the Annual Shareholders' Meeting The Board's actions and decisions are geared toward the company's best interests. It is committed to the goal of sus- tainably increasing the company's value. Among the Board's responsibilities is the preparation of the Consolidated and Separate Financial Statements of BASF SE and reporting on the company's financial and nonfinancial performance. Furthermore, it must ensure that the company's activities comply with the applicable legislation and regulatory require- ments, as well as internal corporate directives. This includes the establishment of appropriate systems for control, compli- ance and risk management as well as establishing a company- wide compliance culture with undisputed standards. The Board of Executive Directors is responsible for the man- agement of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the activity of the Board of Executive Directors and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of company manage- ment, the Board of Executive Directors agrees on the corpo- rate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's inter- nal organization; and decides on the composition of manage- ment on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate budget, allocating resources and management capacities, monitoring and making decisions on significant in- dividual measures, and supervising operational management. Board of Executive Directors strictly separate from the Supervisory Board - Direction and management by the Board of Executive Directors The fundamental elements of BASF SE's corporate gover- nance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Super- visory Board; the equal representation of shareholders and employees on the Supervisory Board; and the shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting. Corporate governance refers to the entire system for managing and supervising a company. This includes its organization, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate gover- nance guarantees that BASF is directed and monitored in a responsible manner focused on value creation. It fosters the confidence of our domestic and international inves- tors, the financial markets, our customers and other business partners, employees, and the public in BASF. Exercise rights of co-adminis- tration and supervision at Annual Shareholders' Meeting Shareholders Appoints, monitors and advises Board of Executive Directors Manages company and represents BASF SE in business with third parties Directors Board of Executive Supervisory Board and Corporate Governance Corporate governance report Corporate governance report BASF Report 2017 Corporate Governance 158 Declaration of Corporate Governance 157 of the German Stock Corporation Act (AktG) Declaration of Conformity pursuant to section 161 Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Proce- dure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the Chairman of the Board of Executive Directors. Board decisions are based on detailed information and analyses provided by the business areas and specialist units, and, if deemed necessary, by exter- nal consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the Chairman of the Board. However, the Chairman of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Exec- utive Directors are authorized to make decisions individually in their assigned areas of responsibility. The Board can set up Board Committees to consult and decide on individual issues such as proposed material acqui- sitions or divestitures; these must include at least three mem- bers of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divesti- tures, investments and personnel, the Board has various commissions at the level below the Board that carefully assess the planned measure and evaluate the associated opportuni- ties and risks, and based on this information, report and make recommendations to the Board - independently of the affected business area. Responsible for company management Sets corporate goals and strategic direction 127 12 members - Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions BASF's long-term succession planning is guided by the "We create chemistry" strategy. It is based on systematic management development characterized by the following: - Early identification of suitable candidates of different profes- sional backgrounds, nationalities and genders The Supervisory Board works hand-in-hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. BASF aims to fill most Board positions with candidates from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable candidates to the Supervisory Board. Competence profile, diversity concept and succession planning for the Board of Executive Directors The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed on page 137. Compensation of the Board of Executive Directors is described in detail in the Compensation report from page 140 onward. For more information on risk management, see the Forecast from page 111 onward The Statutes of BASF SE define certain transactions that require the Board of Executive Directors to obtain the Super- visory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable finan- cial instruments. However, this is only necessary if the acquisi- tion or disposal price or the amount of the issue in an individ- ual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. Chairman 8 members appointed by the Supervisory Board reports to Supervisory Board appointed by the Supervisory Board monitors the Board of Executive Directors appoints the Board of Executive Directors Supervisory Board Board of Executive Directors BASF Report 2017 Two-tier management system of BASF SE Corporate governance report 152 advises the Board of Executive Directors 128 Corporate Governance Antitrust Legislation Protection of Environment, Health and Safety Protection of Data Privacy Gifts and Entertainment Abiding by compliance standards is the foundation of responsible leadership. This has been expressly embedded in our values, where we state: "We strictly adhere to our compliance standards." We are convinced that compliance with these standards will not only prevent the disadvantages associated with violations, such as penalties and fines; we also view compliance as the right path toward securing our company's long-term success. BASF's Code of Conduct For more information on the BASF Code of Conduct, see basf.com/ code_of_conduct Our efforts are principally aimed at preventing violations from the outset. We perform systematic risk assessments to identify the risk of compliance violations, including corruption risks. These are conducted at division, regional and country level. The regular compliance audits performed by the Corporate Audit department are another source for the systematic identification of risks. These risks are documented in each risk or audit report. The same applies to specific risk minimization measures as well as the time frame for their implementation. One key element in the prevention of compliance violations is compulsory training and workshops held as classroom or online courses. All employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for example, antitrust legislation, taxes or trade control regulations. Course materials and formats are constantly updated, taking into account the specific risks of individual target groups and business areas. In total, more than 33,500 participants worldwide received around 54,000 hours of compliance training in 2017. Based on international standards, BASF's Compliance Program combines important laws and company-internal policies often exceeding legal requirements - with external voluntary commitments to create a framework that regulates how all BASF employees interact with business partners, officials, colleagues and society. At the core of our Compliance Program is the global, standardized Code of Conduct received by every employee. All employees and managers are obligated to adhere to its guidelines, which describe our principles for proper conduct and cover topics ranging from corruption and antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. Human Rights, Labor and Social Standards Protection of Company Property and Property of Business Partners Conflicts of Interest Money Laundering Monitoring adherence to our Compliance principles Imports and Exports Corporate Governance Management and Supervisory Boards - Board of Executive Directors 137 There were eight members on the Board of Executive Directors of BASF SE as of December 31, 2017 Dr. Kurt Bock Chairman of the Board of Executive Directors Degree: Business Administration, 59 years old, 27 years at BASF Responsibilities: Legal, Taxes, Insurance & Intellectual Property; Corporate Development; Corporate Communications & Government Relations; Senior Executive Human Resources; Investor Relations; Compliance First appointed: 2003, Term expires: 2018 Supervisory Board memberships (excluding internal memberships): Fresenius Management SE (member) Dr. Martin Brudermüller Vice Chairman of the Board of Executive Directors Degree: Chemistry, 56 years old, 30 years at BASF Responsibilities: Petrochemicals; Monomers; Intermediates; Process Research & Chemical Engineering; Innovation Management; Digitalization in Research & Development; Corporate Technology & Operational Excellence; BASF New Business First appointed: 2006, Term expires: 2023 Sanjeev Gandhi Degrees: Chemical Engineering, Business Administration, 51 years old, 24 years at BASF Responsibilities: Dispersions & Pigments; Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand First appointed: 2014, Term expires: 2023 Board of Executive Directors BASF's Code of Conduct stipulates how these topics are handled Management and Supervisory Boards For more information on human rights and labor and social standards, see basf.com/human_rights Corruption Information Protection and Insider Trading Laws 136 Corporate Governance Compliance BASF Report 2017 Compliance culture at BASF We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guide- lines within the company. Thanks to the early introduction of our Code of Conduct, these standards have already been firmly established and are undisputed. We expect all employ- ees to act in line with these compliance principles. Managers place a key role here - they serve as an example of and com- municate our values and culture both internally and externally. - BASF's Chief Compliance Officer (CCO) reports directly to the Chairman of the Board of Executive Directors and manages the further development of our global compliance organization and our Compliance Management System. He is supported in this task by more than 100 compliance officers worldwide in the regions and countries as well as in the divisions. Material compliance topics are regularly discussed in the compliance committees established at global and regional level. The CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major developments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. We particularly encourage our employees to actively and promptly seek guidance if in doubt. For this, they can consult their managers, dedicated specialist departments, such as the Legal department, and company compliance officers. We have also set up more than 50 external hotlines worldwide that our employees can use - including anonymously - to report suspected or actual violations of laws or company guidelines. All hotlines are also open to the public. Each concern is documented according to specific criteria, properly investigated in line with standard internal procedures and answered as quickly as possible. The outcome of the investigation as well as any measures taken are documented accordingly and included in internal reports. In 2017, 290 calls and emails were received by our external hotlines (2016: 278). These concerns involved questions ranging from personnel management and handling of company property to information on the behavior of business partners or human rights issues, such as on labor and social standards. We continued to observe increasing awareness when it came to potential conflicts of interest. We launched case-specific investigations, in accordance with applicable law and internal regulations, into all cases of suspected misconduct that we became aware of. These include, for example, improved control mechanisms, additional informational and training measures, clarification and expansion of the relevant internal regulations, as well as disciplinary measures as appropriate. Most of the justified cases related to personal misconduct in connection with the protection of company property, inappropriate handling of conflicts of interests or gifts and invitations. There was one case of passive corruption. In such isolated cases, we took disciplinary measures up to and including dismissal in accordance with uniform internal standards and also pursued claims for damages where there were sufficient prospects of success. BASF's Corporate Audit department monitors adherence to compliance principles, covering all areas in which compliance violations could occur. They check that employees uphold regulations and make sure that the established processes, procedures and monitoring tools are appropriate and sufficient to minimize potential risk or preclude violations in the first place. In 2017, 75 Group-wide audits of this kind were performed (2016: 63). One audit gave rise to the suspicion of unlawful billing of labor by external service providers, with the involvement of BASF employees, at the Ludwigshafen site in the past few years. The district attorney's office is now investi- gating the matter. Overall, the audits confirmed the effective- ness of the compliance management system. No irregularities were shown in the audit's focus areas of antitrust law, trade controls and embargo. Our business partners in sales are monitored for potential compliance risks based on the Guideline on Business Partner Due Diligence, which has been in effect since 2015, using a checklist, a questionnaire and an internet-based analysis. The results are then documented. Depending on the results, con- clusions must be drawn regarding whether and how to main- tain the business relationship. To date, we have ended one existing business relationship based on the results of the audit. In a number of cases, business relationships were not entered into because the business partners were not prepared to answer the questionnaire put to them. A dedicated global Supplier Code of Conduct applies to our suppliers. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, there is an internal guideline to respect international labor and social standards that is applicable throughout the Group. Outside of our company, as well, we support respect for human rights and the fight against corruption: We are a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. For more information on the Supplier Code of Conduct and supplier assessments, see page 93 onward BASF Report 2017 Integrated into corporate values ■Regular compliance training for employees For more information, see Note 33 of the Consolidated Financial Statements on page 234 Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. This topic has been integrated into our "We create chemistry" strategy. Our employee Code of Conduct firmly embeds these mandatory standards into day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. 132 Corporate Governance Corporate governance report BASF Report 2017 least one female member. With eight members of the Board of Executive Directors, this represented 12.5% on the date the target was set. The Board of Executive Directors also decided on target figures for the proportion of women in the two man- agement levels below the Board of Executive Directors of BASF SE: Women are to make up 12.1% of the leadership level directly below the Board, and the level below that is to comprise 7.3% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving the goals for the second target-attainment period I was set for December 31, 2021. BASF views the further development and promotion of women as a global duty independent of individual Group com- panies. We set ourselves ambitious global goals for this and made further progress in 2017. BASF will continue working on expanding the percentage of women in its leadership team. The company is carrying out, and constantly enhancing, world- wide measures to this effect. The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/governance For more information on women in executive positions in the BASF Group worldwide, see page 26 For more information on the inclusion of diversity, including promotion of women, see the chapter on Working at BASF in the Management's Report on page 45 Shareholders' rights - Shareholders' rights of co-administration and super- vision at the Annual Shareholders' Meeting - One share, one vote Shareholders exercise their rights of co-administration and supervision at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders' Meeting elects half of the members of the Supervisory Board and, in particular, decides on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital mea- sures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registra- tion in the share register according to the German Stock Cor- poration Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Shareholders' Meet- ing either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implement- ed the principle of "one share, one vote." All shareholders entered in the share register are entitled to participate in the Annual Shareholders' Meetings, to have their say concerning any item on the agenda and to request infor- mation about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the compa- ny's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. Implementation of the German Corporate Governance Code (GCGC) 131 As a target figure for the Board of Executive Directors, the Supervisory Board determined that, in accordance with sec- tion 111(5) AktG for the second target-attainment period after the law's entry into force, which began on January 1, 2017, the Board of Executive Directors should continue to have at On April 24, 2015, the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector came into force in Germany. The supervisory board of a publicly listed European society (SE) that is composed of the same number of shareholder and employee representatives must, according to section 17(2) of the SE Implementation Act, consist of at least 30% each of women and men. The Supervisory Board of BASF SE currently comprises three women and nine men. Two of the six shareholder representa- tives elected at the Annual Shareholders' Meeting are women. According to the legal stipulations of section 17(2) SE Imple- mentation Act, the minimum quota is not to be fulfilled imme- diately but rather upon any necessary reappointments, that is, new elections. In 2017, the employee-elected Supervisory Board member Robert Oswald left the Supervisory Board. He is succeeded by Sinischa Horvat, who joined the Supervisory Board without additional appointment, that is, without elec- tion, as the member personally chosen to replace Robert Oswald as early as 2013 until the end of the 2019 Annual Shareholders' Meeting. In accordance with legal regulations, the minimum quota will therefore be reached after the next regular Supervisory Board election in 2019 at the latest. Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management BASF Report 2017 Corporate Governance Corporate governance report Diversity concept The Supervisory Board strives to achieve a reasonable level of diversity with respect to character, gender, international repre- sentation, professional background, specialist knowledge and experience as well as age distribution, and takes the following composition criteria into account: - At least 30% women and 30% men - At least 30% of members have international experience based on their background or professional experience - At least 50% of members have different educational back- grounds and professional experience - At least 30% under the age of 60 BASF SE follows all recommendations of German Corporate Governance Code (GCGC) Further composition objectives - Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Shareholders' Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed 15 years; this corresponds to three regular statutory periods in office. - Independence: All Supervisory Board members should be independent within the meaning of the criteria specified in the German Corporate Governance Code (GCGC). This means that they may not have a personal or business relationship with BASF, its governing bodies, a controlling shareholder or a company affiliated with this controlling shareholder that may cause a substantial and not merely temporary conflict of interest. The Supervisory Board has additionally defined the following principles to clarify the meaning of independence: The independence of employee representatives is not com- promised by their role as an employee representative or employment by BASF SE or a Group company. Prior membership of the Board of Executive Directors does not preclude independence following the expiry of the statutory cooling-off period of two years. Members who have sat on the Supervisory Board for more than 15 years are not consid- ered independent. Based on these criteria, the Supervisory Board should comprise at least 10 independent members; this also means that of the total of six shareholder represen- tatives, at least four must be independent. Status of implementation According to the Supervisory Board's own assessment, its current composition already meets nearly all of the require- ments of the competence profile. Only the competence area of digitalization is not yet completely covered. The Supervisory Board intends to meet the competence profile in full with its nominations for election to the Supervisory Board in 2019. The same applies to the diversity concept. The Super- visory Board currently comprises 25% women. The target of 30%, which also corresponds to the statutory quota, is to be met following the Supervisory Board elections in 2019. According to the Supervisory Board's assessment, 11 of the 12 current members are considered independent based on the above criteria. One member of the Supervisory Board no longer meets the independence criteria as he has been a member of the Supervisory Board since May 1998. For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the section below The independent Supervisory Board members are named under Management and Supervisory Boards on page 139 Commitments to promote the participation of women in leadership positions at BASF SE - Character and integrity: All members of the Supervisory Board must be personally reliable and have the knowledge and experience required to diligently and independently perform the work of a supervisory board member. - Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments to governing bodies and the recommendations of the German Corporate Governance Code (GCGC) must be complied with and the demands of the capital market given appropriate consideration when accepting further appointments. Compliance Program and Code of Conduct BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. The joint Declaration of Conformity 2017 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 157 For more information on the Declaration of Conformity 2017, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/governance No member of the Board of Executive Directors or the Super- visory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share dealings of the Board of Executive Directors and Supervisory Board (obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR)) As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to disclose the purchase or sale of financial instruments of BASF SE (e.g., shares, bonds, options, forward contracts, swaps) to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the company if transac- tions within the calendar year exceed the threshold of €5,000. In 2017, a total of five purchases by members of the Board of Executive Directors and the Supervisory Board and mem- bers of their families subject to disclosure were reported as Directors' Dealings, involving between 510 and 10,000 BASF shares. The price per share was between €79.12 and €80.36. The volume of the individual trades was between €40,494 and €800,161.70. The disclosed share transactions are published on the website of BASF SE. For more information on securities transactions reported in 2017, see basf.com/en/governance/sharedealings Information on the auditor The Annual Shareholders' Meeting of May 12, 2017, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial State- ments and Separate Financial Statements of BASF SE for the 2017 business year, as well as for those reports' correspond- ing Management's Reports. KPMG member firms also audit the majority of companies included in the Consolidated Finan- cial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements. For this reason, a public call to tender was made in 2015 to all auditors for the audit of the 2016 Consolidated and Separate Financial State- ments, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the tendering process, the Audit Committee recommended to the Supervisory Board that it once again propose KPMG for election. After completing the tendering process, KPMG can now be proposed for election at the Annual Shareholders' Meeting as BASF's auditor with- out further tendering processes up to and including the 2025 business year. Alexander Bock has been the auditor responsi- ble for the Consolidated Financial Statements since auditing the 2017 Financial Statements. Since the 2017 Financial Statements, the auditor responsible for the Separate Financial Statements has been Dr. Stephanie Dietz. The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group companies for non-audit services, in addition to the auditing fee, was €0.7 million in 2017. This represents around 3.8% of the fees for auditing the financial statements. Michael Heinz BASF Report 2017 Compliance Corporate Governance 135 Compliance Code of Conduct Forms core of our Compliance Program More than 33,500 Participants in compliance training 75 audits Conducted internally on compliance Share ownership by Members of the Board of Executive Directors and the Supervisory Board BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors' and officers' liability insur- ance). This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG and for the level of deductibles for the Super- visory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC) (10% of damages up to one-and-a-half times the fixed annual compensation). Directors' and Officers' liability insurance The remaining specifications stipulated in section 315a(1) HGB refer to situations that are not applicable to BASF SE. For more information on bonds issued by BASF SE, see basf.com/en/investor/bonds Disclosures according to section 315a(1) of the German Commercial Code (HGB) and explanatory report of the Board of Executive Directors according to section 176(1) sentence 1 of the German Stock Corporation Act (AktG) As of December 31, 2017, the subscribed capital of BASF SE was €1,175,652,728.32 divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. BASF Report 2017 Corporate Governance Corporate governance report There are neither different classes of shares nor shares with preferential voting rights (golden shares). The appointment and dismissal of members of the Board of Executive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84, 85 AktG as well as Article 7 of the BASF SE Statutes. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chair- person, as well as one or more vice chairpersons. The mem- bers of the Board of Executive Directors are appointed for a maximum of five years, and reappointments are permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence at the Annual Shareholders' Meeting. The Supervi- sory Board decides on appointments and dismissals accord- ing to its own best judgment. According to Article 59(1) SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two- thirds majority of the votes cast, provided that the legal provi- sions applicable to German stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, the section 179(2) of the German Stock Corpo- ration Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve upon amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after a new issue of shares from the authorized capital. BASF SE follows all recommendations of the German Corporate Governance Code (GCGC) in its most recently revised version of February 2017. In the same manner, BASF has followed nearly all of the nonobligatory suggestions of the German Corporate Governance Code (GCGC). We have not implemented the suggestion to enable shareholders to follow the proceedings of the entire Annual Shareholders' Meeting online. The Annual Shareholders' Meeting is publicly accessi- ble via online broadcast until the end of the speech by the Chairman of the Board of Executive Directors. The subsequent discussion of items on the agenda is not accessible online in order to preserve the character of the Annual Shareholders' Meeting as a meeting attended by our shareholders on-site. Until May 1, 2019, the Board of Executive Directors of BASF SE is empowered by a resolution passed at the Annual Shareholders' Meeting of May 2, 2014, to increase the sub- scribed capital - with the approval of the Supervisory Board - by a total amount of €500 million through the issue of new shares against cash or contributions in kind (authorized capi- tal). A right to subscribe to the new shares shall be granted to shareholders. This can also be done by a credit institution acquiring the new shares with the obligation to offer these to shareholders (indirect subscription right). The Board of Execu- tive Directors is authorized to exclude the statutory subscrip- tion right of shareholders to a maximum amount of a total of 20% of share capital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contribu- tions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization is not more than 10% of the stock of shares on the date of issue or, in eli- By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to May 11, 2022 by way of a resolution of the Annual Shareholders' Meeting on May 12, 2017. A right to subscribe to the bonds shall be granted to shareholders. The Board of Executive Directors is authorized to exclude the subscription right in certain exceptional cases that are defined in Article 5(9) of the BASF SE Statutes. At the Annual Shareholders' Meeting on May 12, 2017, the Board of Executive Directors was authorized to purchase up to 10% of the shares existing at the time of the resolution (10% of the company's share capital) until May 11, 2022. At the discretion of the Board of Executive Directors, the purchase can take place on the stock exchange or by way of a public purchase offer directed to all shareholders. The Board of Executive Directors is authorized to sell the repurchased com- pany shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash payment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, particularly in connection with the acquisition of companies, parts of compa- nies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the shareholders' sub- scription right is excluded. The Board of Executive Directors is furthermore authorized to redeem the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the redeemed shares. Bonds issued by BASF SE grant the bearer the right to request early repayment of the bonds at nominal value if one person - or several persons acting in concert - hold or acquire a BASF SE share volume after the time of issuance which corresponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days after the change-of-control event. In the event of a change of control, members of the Board of Executive Directors shall, under certain additional condi- tions, receive compensation (details of which are listed in the Compensation Report on page 148). A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. In addition, employees of BASF SE and its subsidiaries who are classed as senior executives will receive a severance payment if their contract of employment is terminated by BASF within 18 months of the occurrence of a change of control, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such 133 134 Corporate Governance Corporate governance report BASF Report 2017 a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change-of- control event. gible individual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. Degree: Business Administration, 53 years old, 34 years at BASF Responsibilities: Engineering & Maintenance; Environmental Protection, Health & Safety; European Site & Verbund Management; Human Resources First appointed: 2011, Term expires: 2019 Degree: Chemistry, 57 years old, 29 years at BASF Saori Dubourg (since May 12, 2017) The following member left the Supervisory Board on May 12, 2017 RAG DSK AG (vice chairman) RAG AG (vice chairman) K+S Aktiengesellschaft (vice chairman) Steag GmbH (member) Michael Vassiliadis, Hannover, Germany*2 Chairman of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: August 1, 2004 Supervisory board memberships: Member of the Supervisory Board since: January 14, 2008 Robert Oswald, Altrip, Germany*2 Denise Schellemans, Brecht, Belgium*2 Full-time trade union delegate Anke Schäferkordt, Cologne, Germany*1 Deputy Chairman of the Works Council of BASF SE, Ludwigshafen Site Member of the Supervisory Board since: April 29, 2016 Waldemar Helber, Otterbach, Germany*2 V & B Fliesen GmbH (member) Steag New Energies GmbH (vice chairman) Villeroy & Boch AG (member) Member of the Executive Board of Bertelsmann SE & Co. KGaA Co-Chief Executive Officer of RTL Group S.A. (until April 19, 2017) Chief Executive Officer of Mediengruppe RTL Deutschland GmbH Member of the Supervisory Board since: December 17, 2010 Comparable German and non-German supervisory bodies: Métropole Télévision S.A. (member of the Supervisory Board) Gerresheimer AG (vice chairman) Vice Chairman of the Supervisory Board of BASF SE; Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF's Joint Work Council Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 131 for the criteria used to determine independence) 1 Shareholder representative Fixed salary Overview of compensation For more information on the Supervisory Board and its committees, see page 139 and from page 154 onward In 2016, the Supervisory Board engaged an independent external compensation consultant with an appropriateness review. The results of the appropriateness review revealed that the compensation granted to BASF's Board of Executive Directors is below that of the peer group. On this basis, the Supervisory Board resolved to increase the compensation of the Board of Executive Directors for the first time since January 1, 2014, effective January 1, 2017. The amount of the increase was determined to position the compensation granted to BASF's Board of Executive Directors competitively within the peer group. The amount and structure of compensation is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors and promotes the company's sustainable development. Internal and external appropriateness of the Board's compensation is reviewed by an independent external auditor on a regular ba- sis. Globally operating companies based in Europe serve as an external reference. For internal comparison, compensation is considered in total as well as over time, especially for senior executives. Based on a proposal by the Personnel Committee, the Super- visory Board determines the amount and structure of compen- sation of members of the Board of Executive Directors. Member of the Supervisory Board since: October 1, 2000 Compensation of the Board of Executive Directors This report outlines the main principles of the compensa- tion for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to members of the Board of Executive Directors, as well as information on the compensation of Supervisory Board members. BASF Report 2017 Compensation report Compensation report 140 Corporate Governance 2 Employee representative This report meets the disclosure requirements of the German Commercial Code, supplemented by the addi- tional requirements based on the German Act on Disclosure of Management Board Remuneration (Vorstandsvergütungs-Offenlegungsgesetz) as well as the German Act on the Appropriateness of Management Board Remuneration (Gesetz zur Angemessenheit der Vorstandsvergütung), and is aligned with the recommen- dations of the German Corporate Governance Code (GCGC) in the version dated February 7, 2017. Annual amount: €800,000¹ Payment: Supervisory board memberships: Member of the Executive Committee of the Mining, Chemical and Energy Industries Union Sinischa Horvat, Limburgerhof, Germany*2 Linde AG (vice chairman until May 10, 2017) Siemens AG (member) Fresenius SE & CO. KGaA (vice chairman) Fresenius Management SE (member) Allianz SE (chairman since May 7, 2017) Supervisory board memberships: Vice Chairman of the Supervisory Board of BASF SE Member of the Supervisory Board since: May 6, 2003 Michael Diekmann, Munich, Germany*1 Comparable German and non-German supervisory bodies: Nyxoah S.A. (nonexecutive director until December 31, 2017) Daimler AG (member) Trumpf GmbH & Co. KG (chairman) Fuchs Petrolub SE (chairman) Former Chairman of the Board of Executive Directors of BASF SE (until May 2011) Member of the Supervisory Board since: May 2, 2014 Supervisory board memberships: Vice Chairman of the Supervisory Board of BASF SE Chairman of the Supervisory Board of Allianz SE Member of the Supervisory Board since: May 2, 2014 Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF's Joint Works Council and of the BASF Works Council Europe Member of the Supervisory Board since: May 12, 2017 Member of the Works Council of BASF SE, Ludwigshafen Site Member of the Supervisory Board since: May 6, 2003 Francesco Grioli, Ronnenberg, Germany*2 Comparable German and non-German supervisory bodies: Stihl Holding AG & Co. KG (member of the Advisory Board) Linde AG (second deputy chairman) Stihl AG (vice chairman) Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Supervisory board memberships: Robert Bosch GmbH (chairman) Franz Fehrenbach, Stuttgart, Germany*1 Ralf-Gerd Bastian, Neuhofen, Germany*2 * Professor at the Swiss Federal Institute of Technology, Zurich, Switzerland Prof. Dr. François Diederich, Dietikon, Switzerland¹ Land Securities Group plc (nonexecutive Chairman of the Board of Directors) PACCAR Inc. (independent member of the Board of Directors) Coller Capital Ltd. (nonexecutive member of the Board of Directors) Zürich Versicherungs-Gesellschaft AG (independent, nonexecutive member of the Administrative Council) Member of the Supervisory Board since: May 2, 2014 Comparable German and non-German supervisory bodies: Zurich Insurance Group AG (independent, nonexecutive member of the Administrative Council) Dame Alison Carnwath DBE, Exeter, England*1 Senior Advisor Evercore Partners Member of the Supervisory Board since: May 19, 1998 Comparable German and non-German supervisory bodies: BASF Antwerpen N.V. (Chairman of the Administrative Council since April 20, 2017) in equal installments Annual target: Cap: Comparable German and non-German supervisory bodies: Nord Stream AG (member of the Shareholders' Committee) The following members left the Board of Executive Directors on May 12, 2017 Dr. Harald Schwager First appointed: 2008, Term expired: May 12, 2017 Margret Suckale Wintershall AG (Chairman of the Supervisory Board) Degrees: Law, Business Administration, 61 years old, 8 years at BASF First appointed: 2011, Term expired: May 12, 2017 Comparable German and non-German supervisory bodies: BASF Antwerpen N.V. (Chairwoman of the Administrative Council until April 20, 2017) Management and Supervisory Boards - Board of Executive Directors BASF Report 2017 Changes as of May 4, 2018 The Chairman of the Board of Executive Directors Dr. Kurt Bock will step down from the Board of Executive Directors following the Annual Shareholders' Meeting on May 4, 2018. The Supervi- sory Board has appointed Dr. Martin Brudermüller, currently Vice Chairman, as Chairman of the Board of Executive Directors and Dr. Hans-Ulrich Engel as Vice Chairman of the Board of Executive Directors from this date. In the course of these changes, the number of Board members will be reduced from eight to seven. The areas of responsibility within the Board of Executive Directors will be as follows: Dr. Hans-Ulrich Engel Finance; Oil & Gas; Procurement; Supply Chain Operations & Information Services; Corporate Controlling; Corporate Audit 138 Corporate Governance Sanjeev Gandhi First appointed: 2012, Term expires: 2020 Degrees: Chemical Engineering, Business Administration, 57 years old, 14 years at BASF Degree: Business Administration, 46 years old, 21 years at BASF Responsibilities: Construction Chemicals; Crop Protection; Bioscience Research; Region Europe First appointed: 2017, Term expires: 2020 Dr. Markus Kamieth (since May 12, 2017) Degree: Chemistry, 47 years old, 19 years at BASF Responsibilities: Care Chemicals; Nutrition & Health; Performance Responsibilities: Catalysts; Coatings; Performance Materials; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Platforms North America Chemicals; Advanced Materials & Systems Research; Region South America First appointed: 2017, Term expires: 2020 Degree: Law, 58 years old, 30 years at BASF Responsibilities: Finance; Oil & Gas; Procurement; Supply Chain Operations & Information Services; Corporate Controlling; Corporate Audit First appointed: 2008, Term expires: 2023 Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: Wintershall Holding GmbH (Chairman of the Supervisory Board) Wayne T. Smith Dr. Hans-Ulrich Engel Annual variable compensation Intermediates; Monomers; Petrochemicals; Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand Engineering & Maintenance; Environmental Protection, Health & Safety; European Site & Verbund Management; Human Resources Company pension benefits Annual amount corresponds to value of nonmonetary compensation in a period of 4-8 years after the grant date, depending on individual exercise date €3,750,0001,2 Fringe benefits Payment: Annual service cost is the accounting figure for the pension entitlements accrued in the relevant business year incentive program (LTI program) Long-term, share price-based Annual amount granted is dependent on the fair value of the options as of the grant date and the scope of the individual investment after the Annual Shareholders' Meeting for the prior business year Payment: €2,500,000¹ €1,600,0001 Cap: Michael Heinz 1 Amounts apply to an ordinary member of the Board of Executive Directors. The amount for the chairman of the Board of Executive Directors is 2 times this value, and 1.33 times this value for the vice chairman. Chairman of the Supervisory Board of BASF SE Dr. Martin Brudermüller Legal, Taxes, Insurance & Intellectual Property; Corporate Development; Corporate Communications & Government Relations; Senior Executive Human Resources; Investor Relations; Compliance; BASF 4.0; Corporate Technology & Operational Excellence; Digitalization in Research & Development; Innovation Management Dr. Markus Kamieth Care Chemicals; Dispersions & Pigments; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; BASF New Business; Region South America Saori Dubourg Construction Chemicals; Crop Protection; Bioscience Research; Region Europe 2 To reach the cap, a Board member must make the maximum individual investment based on the maximum annual variable compensation and the set limit on the gain from exercising the options granted must be reached. Wayne T. Smith BASF Report 2017 Supervisory Board Corporate Governance Management and Supervisory Boards - Supervisory Board In accordance with the Statutes, the Supervisory Board of BASF SE comprises 12 members The term of office of the Supervisory Board commenced follow- ing the Annual Shareholders' Meeting on May 2, 2014, in which the shareholder representatives on the Supervisory Board were elected. It terminates upon conclusion of the Annual Share- holders' Meeting that resolves on the discharge of members of the Supervisory Board for the fourth complete business year after the term of office commenced; this is the Annual Share- holders' Meeting in 2019. The Supervisory Board comprises the following members: Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany*1 Catalysts; Coatings; Performance Materials; Market & Business Development, Site & Verbund Management North America; Regional Func- tions & Country Platforms North America; Process Research & Chemical Engineering 139 4 Fringe benefits include the assumption of additional taxes for 2017 and tax back payments for previous years arising in connection with transfers. The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Super- visory Board or of a committee. The directors' and officers' liability insurance (D&O insurance) concluded by the company covers the duties performed by the members of the Super- visory Board. This policy provides for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC). 2017 2017 Sanjeev Gandhi 145 Corporate Governance Compensation report Dr. Hans-Ulrich Engel (since May 12, 2017) Saori Dubourg 2016 BASF Report 2017 1 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 2017 1,872 1,156 3,011 2,187 Total compensation (816) (373) less service cost 1,815 1,031 compensation plus allocated actual annual variable (791) 2016 2017 2017 37 37 37 5381 5381 5381 4551 800 800 800 650 507 507 507 (max) (min) (max) (min) (max) (min) 2017 2017 2017 2016 2017 (1,019) (1,600) (1,300) compensation 182 1,546 0 363 LTI program 2017 (2017-2025) 422 LTI program 2016 (2016-2024) 775 0 182 1,546 0 363 422 Multiple-year variable compensation 1,593 0 1,019 2,500 0 1,600 1,300 Annual variable target compensation 534 534 0 92 775 2,456 less granted annual variable target connection with GAS 17 Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in 3,693 1,325 2,526 5,695 1,649 Total compensation of the Supervisory Board in 2017 was around €3.3 million (2016: around €3 million). The compen- sation of the individual Supervisory Board members was as follows. 2,829 Total compensation in accordance with GCGC 791 791 791 816 816 816 373 Service cost 2,902 534 1,735 4,879 833 2,796 Total 59 59 59 (1,300) (1,019) 6,589 3,574 5,295 3,600 5,602 1,556 3,519 2,827 3,157 1,340 2,412 957 957 957 445 697 697 697 363 796 796 796 5,632 (1,600) 2,617 (1,300) 1,156 2017 2016 2017 2017 2017 2016 (until May 12, 2017) (until May 12, 2017) Margret Suckale Wayne T. Smith Dr. Harald Schwager 4,553 2,886 3,037 2,195 1,753 (957) (445) (697) (363) (796) 1,815 1,031 1,815 1,031 (1,600) 534 4,338 4,905 0 1,600 1,300 2,500 0 1,600 1,300 1,593 0 1,019 2,617 2,617 2,617 1,433 859 859 859 742 544 544 544 2,0792,3 2,0792,3 2,0792,3 9782 2,500 3,155 53 224 859 2,822 2,464 2,361 544 1,616 515 0 121 1,546 0 363 224 0 53 422 422 515 0 121 422 1,546 0 363 422 0 2017 833 833 2016 2017 2017 2017 2016 Vice Chairman of the Board of Executive Directors Chairman of the Board of Executive Directors Dr. Martin Brudermüller Dr. Kurt Bock Compensation granted in accordance with the German Corporate Governance Code (GCGC) (thousand €) BASF Report 2017 2017 Compensation report 143 Furthermore, a reconciliation statement for total compen- sation to be reported is provided below the table "Compen- sation granted in accordance with the German Corporate Governance Code (GCGC)" due to the disclosures required by section 314(1) no. 6a of the German Commercial Code (HGB) in connection with the German Accounting Standard 17 (GAS 17). The table "Compensation granted in accordance with the German Corporate Governance Code (GCGC)" shows: fixed salary, fringe benefits, annual variable target compensation, LTI program measured at fair value as of the grant date and service cost. The individual compensation components are supplemented by individually attainable minimum and maximum compensation. Compensation granted in accordance with the German Corporate Governance Code (GCGC) The tables on pages 144 to 147 show the granted and allo- cated compensation as well as service cost of each member of the Board of Executive Directors in accordance with sec- tion 4.2.5(3) of the German Corporate Governance Code (GCGC) in the version dated February 7, 2017. Amount of total compensation Board members are members of the BASF Pensions- kasse WaG, as are generally all employees of BASF SE. Contributions and benefits are determined by the Statutes of the BASF Pensionskasse WaG and the General Conditions of Insurance. The pension units also include survivor benefits. Upon the death of an active or former member of the Board of Executive Directors, the surviving spouse receives a survivor pension amounting to 60% of the Board member's pension entitlement. The orphan pension amounts to 10% for each half-orphan, 33% for an orphan, 25% each for two orphans and 20% each for three or more orphans of the pension entitlement of the deceased (former) Board member. Total survivor benefits may not exceed 75% of the Board member's pension entitlement. If the survivor pensions exceed the upper limit, they will be proportionately reduced. The sum of the pension units accumulated over the reporting years determines the respective Board member's pension benefit in the event of a claim. This is the amount that is payable on retirement, disability or death. Pension benefits fall due at the end of service on reaching the age of 60 (for members first appointed to the Board of Executive Directors after January 1, 2017: on reaching the age of 63), or on account of disability or death. Pension payments are reviewed on a regular basis and adjusted by at least 1% each year. The variable component of the pension unit is the result of multiplying the fixed component with a factor based on the relevant return on assets in the reporting year concerned, as well as the performance factor used to determine the actual annual variable compensation (variable pension component). The amount resulting from the fixed and the variable pension component is converted into a pension unit (lifelong pension) using actuarial factors (annuity conversion factor) based on an actuarial interest rate (5%), the probability of death, invalidity and bereavement according to Heubeck Richttafeln, 2005G (modified) and an assumed pension increase (at least 1% each year). The annual pension benefits accruing to Board members in a given reporting year (pension unit) are composed of a fixed and a variable component. The fixed component is calculat- ed by multiplying the annual fixed salary above the Social Security Contribution Ceiling by 32% (fixed pension compo- nent). 144 Corporate Governance 2017 2017 (min) 1,684 1,684 1,684 1,368 Total 46 46 46 2391 84 84 84 1,064 1,064 1,064 865 1,600 1,600 1,600 1,300 68 Fringe benefits Fixed salary (max) (min) (max) Corporate Governance Compensation report BASF Report 2017 unit Annual pension Key performance indicator for the success of the BASF Group: return on assets - Evaluation of target achievement in the current and previous two business years and definition of a performance factor of between 0 and 1.5 - Agreement of short-term operational targets and medium- and long-term strategic goals Actual annual variable compensation is based on the achievement of set targets and the company's success Annual variable compensation Board members, like other employee groups, may contrib- ute a portion of their actual annual variable compensation into a deferred compensation program. For members of the Board of Executive Directors, as well as for all other senior executives of the BASF Group in Germany, the maximum amount that can be contributed to this program per year is €30,000. Board members have taken advantage of this offer to varying degrees. A cap of €2,500,000 was defined for the actual annual variable compensation. The amount for the chairman of the Board of Executive Directors is 2 times this value, and 1.33 times this value for the vice chairman. The actual amount is calculated by multiplying the amount of annual variable compensation for the relevant return on assets by the average of the performance factor for the current and the previous two years. The actual annual variable compensation for the business year under review is payable after the Annual Shareholders' Meeting. Annual variable compensation is defined for each relevant return on assets value. It declines at a faster rate if the return on assets is lower than 8% and increases at a slower rate if the return on assets is higher than 12%. The relevant return on assets for 2017 is 10.6% (2016: 7.7%). The Supervisory Board assesses target achievement in the current and the previous two years. A performance factor with a value between 0 and 1.5 is determined on the basis of the target achievement ascertained by the Supervisory Board. The return on assets is also used to determine the variable compensation for all other employee groups. The annual variable target compensation for a target return on assets for the Board of Executive Directors of 10% and a target achievement of 100% is double the fixed salary. 2. Annual variable compensation The fixed salary is a set amount of yearly compensation paid out in equal installments. The fixed salary was increased effec- tive January 1, 2017 for the first time since January 1, 2014. The annual fixed salary for an ordinary member of the Board of Executive Directors is €800,000, compared with €650,000 in the three years prior. The amount for the chairman of the Board of Executive Directors is 2 times this value, and 1.33 times this value for the vice chairman. 1. Fixed salary Individual compensation components 5. Company pension benefits 4. Nonmonetary compensation and other additional compensation (fringe benefits) 3. Long-term, share price-based incentive program (LTI program) 2. Annual variable compensation 1. Fixed salary Compensation components The compensation of the Board of Executive Directors is designed to promote sustainable corporate development. It is marked by a pronounced variability in relation to the perfor- Imance of the Board of Executive Directors and the BASF Group's success. Principles and structure 141 Corporate Governance Compensation report BASF Report 2017 The amount of the actual annual variable compensation is based on the performance of the Board of Executive Directors as a whole and the BASF Group's return on assets adjusted for special effects. In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the entire Board of Executive Directors that primarily contains medium- and long-term goals. 1,104 142 Corporate Governance BASF Report 2017 11 factor Annuity conversion Variable pension component Fixed pension component As part of the pension benefits granted to the Board of Execu- tive Directors (Board Performance Pension), company pension benefits are intended to accrue annual pension units, the amount of which depend on the company's success and the performance of the Board of Executive Directors as a whole in the business year concerned. The method used to determine the amount of the pension benefits generally corresponds to that used for all other senior executives of the BASF Group in Germany. - Pension benefits due: on reaching the retirement age of 60 (63 for members first appointed to the Board of Executive Directors since 2017) or on account of disability or death - Pension entitlement: retirement, disability and surviving dependents' pensions · Accrual of annual pension units, the amount of which depend on the company's success and the performance of the Board of Executive Directors as a whole Board Performance Pension For more information on the LTI program, see page 46 and from page 231 onward For more information on share ownership by members of the Board of Executive Directors, see page 134 An LTI program exists for members of the Board of Executive Directors. It is also offered to all other senior executives of BASF Group. Members of the Board of Executive Directors are subject to a stricter set of rules than are contained in the general program conditions: for instance, they are required to participate in the program with at least 10% of their actual annual variable compensation. This mandatory investment consisting of BASF shares is subject to a holding period of four years (share ownership obligation). For any additional voluntary investment of up to 20% of the actual annual variable compen- sation, the general holding period of two years applies. Mem- bers of the Board of Executive Directors may exercise their options four years after they have been granted at the earliest (vesting period). Each member of the Board of Executive Directors may decide individually on the timing and scope of the exercise of options within the four-year exercise period following the vesting period. From the 2013 LTI program onward, the maximum exercise gain is capped at five times the original individual investment. For programs from previous years, the maximum exercise gain is capped at 10 times the original individual investment. Due to the multiple-year exercise period, it can occur that exercise gains from several LTI program years accumulate inside of one year; there can also be years without any exercise gains. 5. Company pension benefits The members of the Board of Executive Directors are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company. This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 of the German Stock Corporation Act. Fringe benefits include delegation allowances, accident insur- ance premiums, transportation and benefits from the provision of security measures by the company. The members of the Board of Executive Directors did not receive loans or advances from the company in 2017. 4. Nonmonetary compensation and other additional compensation (fringe benefits) - Maximum exercise gain (cap): five times the individual investment Exercise first possible: four years after the grant date (vesting period) - Term: eight years Holding obligation: mandatory individual investment in BASF shares with a holding obligation of 10% of the actual annual variable compensation, plus up to an additional 20% of the actual annual variable compensation on a voluntary basis Relative performance threshold: BASF shares outperform the MSCI World Chemicals Index and no share price loss compared with the base price on the option grant date - Absolute performance threshold: BASF share price gains at least 30% compared with the base price for the LTI program concerned LTI program 3. Long-term, share price-based incentive program (LTI program) Compensation report 1,110 1,110 1,110 2016 (since May 12, 2017) Dr. Markus Kamieth Michael Heinz 4,007 3,036 6,039 4,273 Total compensation (1,001) (471) (1,142) (537) less service cost 2,414 1,371 3,629 2,061 compensation plus allocated actual annual variable (2,128) (1,729) (3,200) (2,600) compensation 2017 less granted annual variable target 2017 2016 734 Total 27 27 27 33 33 33 84 Fringe benefits 507 507 507 800 800 800 650 Fixed salary (max) (min) (max) (min) 2017 2017 2017 2017 833 connection with GAS 17 7,492 3,092 0 726 LTI program 2017 (2017-2025) 561 844 LTI program 2016 (2016-2024) 2,056 0 483 561 3,092 0 726 844 Multiple-year variable compensation 3,325 0 2,128 1,729 5,000 0 3,200 2,600 Annual variable target compensation 483 Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in 0 Total 2,111 4,722 3,865 10,918 2,826 6,752 5,349 Total compensation in accordance with GCGC 1,001 1,001 1,001 471 1,142 1,142 1,142 537 Service cost 6,491 1,110 3,721 3,394 9,776 1,684 5,610 4,812 2,056 2017 3,612 2017 296 2016 2017 Multiple-year variable compensation 1,156 1,031 1,815 1,031 1,815 Actual annual variable compensation¹ 534 650 734 1,433 2,617 Total 27 84 33 9783 2,0793,4 Fringe benefits 507 650 833 25 83 321 277 791 373 816 445 957 Service cost 3,333 984 1,690 1,765 2,648 2,464 4,432 Total LTI program 2013 (2013-2021) LTI program 2012 (2012-2020) LTI program 2011 (2011-2019) 1,569 LTI program 2009 (2009–2017) LTI program 2010 (2010-2018) LTI program 2008 (2008-2016) 1,569 1,031 663 733 800 4552 5382 Fixed salary 1,773 6,711 796 471 1,001 537 1,142 Service cost 1,700 4,132 3,524 7,815 9,817 Total LTI program 2013 (2013-2021) LTI program 2012 (2012-2020) LTI program 2011 (2011-2019) 1,657 4,0373 4,5043 4,3864 LTI program 2008 (2008-2016) LTI program 2009 (2009-2017) LTI program 2010 (2010-2018) 4,0373 1,657 4,3864 697 359 363 with GCGC 2016 2017 2016 2017 2016 2017 (until May 12, 2017) Dr. Harald Schwager Dr. Markus Kamieth (since May 12, 2017) Corporate Governance Compensation report Michael Heinz Sanjeev Gandhi Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (thousand €) BASF Report 2017 4 At the end of the regular term of the LTI program 2008, exercise gains that were realized in 2012 or 2010 were allocated to Dr. Kurt Bock and Wayne T. Smith in 2016 in accordance with the special conditions of the U.S. LTI program. 3 At the end of the regular term of the LTI program 2009, exercise gains that were realized in 2013 were allocated to Dr. Kurt Bock and Dr. Hans-Ulrich Engel in 2017 in accordance with the special conditions of the U.S. LTI program. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 1 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special effects and the performance factor. This includes contributions made to the deferred compensation program. 2,136 7,408 2,496 4,603 4,525 8,352 10,959 Total compensation in accordance Total compensation in accordance with GCGC 5,389 There is a general limit on severance pay (severance payment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without serious cause, may not exceed the value of two years' compensation, including fringe benefits, nor compensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total compensation for the past business year and, if appropriate, also the expected total compensation for the current business year. If the appointment to the Board of Executive Directors is prematurely terminated as the result of a change-of-control event, the payments may not exceed 150% of the severance compensation cap. Corporate Governance Compensation report BASF Report 2017 The following applies to end of service due to a change-of- control event: A change-of-control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. If a Board member's appointment is revoked within one year following a change-of-control event, the Board member will receive the contractually agreed payments for the remaining contractual term of office as a one-off payment (fixed salary and annual variable target compensation). The Board member may also receive the fair value of the option rights acquired in connection with the LTI program within a period of three months or may continue to hold the existing rights under the terms of the program. For the determination of the accrued pension benefits from the Board Performance Pension, the time up to the regular expiry of office is taken into consideration. In the event that a member of the Board of Executive Directors appointed before 2017 retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension benefits if they have served on the Board for at least 10 years or if the time needed to reach legal retirement age is less than 10 years. The company is entitled to offset compen- sation received for any other work done against pension benefits until the legal retirement age is reached. End-of-service benefits The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The defined benefit obligations up to and including 2017 amounted to €20,313 thousand for Dr. Kurt Bock (2016: €18,931 thousand), €17,248 thousand for Dr. Martin Bruder- müller (2016: €15,929 thousand), €3,665 thousand for Saori Dubourg, €11,811 thousand for Dr. Hans-Ulrich Engel (2016: €10,968 thousand), €3,598 thousand for Sanjeev Gandhi (2016: €2,409 thousand), €11,411 thousand for Michael Heinz (2016: €10,229 thousand), €2,739 thousand for Dr. Markus Kamieth, €11,462 thousand for Dr. Harald Schwager (2016: €11,096 thousand), €4,165 thousand for Wayne T. Smith (2016: €3,210 thousand) and €4,479 thousand for Margret Suckale (2016: €4,315 thousand). The values for service cost incurred in 2017 contain service cost for BASF Pensionskasse WaG and Board Performance Pension. Service cost for the members of the Board of Executive Directors is shown individually in the tables "Compensation granted in accordance with the German Cor- porate Governance Code (GCGC)" and "Compensation allo- cated in accordance with the German Corporate Governance Code (GCGC)." Pension benefits For more information on the LTI program, see page 46 and from page 231 onward The income resulting from the accounting valuation of the options granted to Dr. Harald Schwager and Margret Suckale, former members of the Board of Executive Directors who stepped down in 2017, are included in the total compensation for former members of the Board of Executive Directors and their surviving dependents. The outstanding option rights held by the members of the Board of Executive Directors resulted in the following income and expenses in 2017: Dr. Kurt Bock: expense of €542 thou- sand (2016: expense of €5,000 thousand); Dr. Martin Brudermüller: income of €604 thousand (2016: expense of €4,052 thousand); Saori Dubourg: expense of €8 thousand; Dr. Hans-Ulrich Engel: income of €1,300 thousand (2016: expense of €4,011 thousand); Sanjeev Gandhi: expense of €178 thousand (2016: expense of €156 thousand); Michael Heinz: income of €226 thousand (2016: expense of €2,423 thousand); Dr. Markus Kamieth: expense of €26 thou- sand; Wayne T. Smith: income of €35 thousand (2016: expense of €1,872 thousand). The expenses and income reported below are purely accounting figures that do not equate with the actual gains should options be exercised. Each member of the Board of Executive Directors may decide individually on the timing and scope of the exercise of options of the LTI programs, while taking into account the terms and conditions of the program. In 2017, some of the option rights granted resulted in an expense and some resulted in income. This expense or income refers to the total of all option rights from the LTI programs 2009 to 2017 and is calculated as the difference in the fair value of the option rights on December 31, 2017, compared with the fair value on December 31, 2016, consid- ering the option rights exercised and granted in 2017. The fair value of the option rights is based primarily on the develop- ment of the BASF share price and its relative performance compared with the benchmark index, the MSCI World Chem- icals Index. Accounting valuation of multiple-year variable compensation (LTI programs) BASF Report 2017 2016 148 Corporate Governance 147 5 At the end of the regular term of the LTI program 2008, exercise gains that were realized in 2012 or 2010 were allocated to Dr. Kurt Bock and Wayne T. Smith in 2016 in accordance with the special conditions of the U.S. LTI program. 3 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 2 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 1 The basis for the allocated actual annual variable compensation is the return on assets adjusted for special effects and the performance factor. This includes contributions made to the deferred compensation program. 2,575 1,111 Further development of the compensation system for the Board of Executive Directors 3,208 Changes to variable compensation and pension benefits From the 2018 business year onward, the return on assets will be replaced by the return on capital employed (ROCE) as the key performance indicator on which the variable compen- sation of all employee groups is based. Each member of the Supervisory Board is required to use 25% of their fixed compensation to acquire shares in BASF SE, and to hold these shares for the duration of membership on the Supervisory Board. This does not apply to the amount of compensation that the member of the Supervisory Board transfers to a third party on a pro rata basis as a result of an obligation entered into before their appointment to the Super- visory Board. In this case, the utilization and holding obligation applies to 25% of the remaining compensation after deducting the amount transfered. Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, receive an additional fixed compensation of €12,500. The additional fixed compensation for members of the Audit Committee is €50,000. The amount of additional fixed compensation for the chairman of a committee is 2 times this value, and 1.5 times this value for the vice chairman. Each member of the Supervisory Board receives an annual fixed compensation of €200,000. The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensa- tion of an ordinary member. By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the compensation system for the Super- visory Board in accordance with Article 14 of the Statutes was changed to a fixed salary only plus share purchase and share holding components from the 2017 business year onward. An attendance fee is no longer granted. A clause on the compensation of the Supervisory Board was added to Article 14 of the company's Statutes by way of a resolution of the Annual Shareholders' Meeting on May 4, 2006. This provided for an annual fixed salary of €60,000 for each ordinary member of the Supervisory Board and perfor- mance-based variable compensation based on earnings per share (EPS) in the business year concerned in the period up to and including 2016. The performance-based variable com- pensation was capped at €120,000. The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recommendations of the German Corporate Governance Code (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. 2 The amount for the chairman of a committee is 2 times this value, and 1.5 times this value for the vice chairman. 1 The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordinary member. Compensation for committee memberships: €12,500²; Audit Committee: €50,000²; Nomination Committee: no additional compensation - Share purchase and share holding component: 25% of the fixed compensation must be used to purchase shares in BASF; these shares must be held for the duration of membership on the Supervisory Board Fixed salary: €200,000¹ Compensation of Supervisory Board members Compensation of Supervisory Board members BASF Report 2017 Compensation report Corporate Governance 150 149 Pension provisions for previous Board members and their surviving dependents amounted to €144.3 million (2016: €150.4 million). Option rights that have not yet been exercised on retire- ment are to be continued under the conditions of the program including the associated holding period to emphasize that the compensation for the Board of Executive Directors is geared to sustainability. Total compensation for previous Board members and their surviving dependents amounted to €5.7 million in 2017 (2016: €15.9 million). This figure also contains payments that previous Board members have themselves financed through the deferred compensation program and the expense or income for 2017 relating to option rights that previous members of the Board still hold from the time of their active service period. The decline in total compensation was due to the fair value measurement of these option rights, which generated total income of €4.4 million in 2017 (2016: expense of €6.4 million). Former members of the Board of Executive Directors The revised compensation system for the Board of Execu- tive Directors will be submitted to the Annual Shareholders' Meeting on May 4, 2018 for approval. A detailed description will be published when the Annual Shareholders' Meeting is convened. For members first appointed to the Board of Executive Directors after January 1, 2018, the pensionable age will be increased from 60 to 63 years, as for the members first appointed to the Board of Executive Directors in 2017. In the future, under the Board Performance Pension, members of the Board of Executive Directors will be able to choose between payment of their pension entitlements in the form of a lifelong pension or a lump sum. In its meeting in December 2017, the Supervisory Board resolved to further develop the compensation system for the Board of Executive Directors and, from 2018 onward, replace the annual variable compensation granted to date with a performance bonus with a multiple-year, forward-looking assessment basis in accordance with the amended recom- mendations on variable compensation in the German Corpo- rate Governance Code (GCGC) in the version dated February 7, 2017. In addition, a clawback clause will be introduced for the variable compensation components. 4,5043 3,685 Total compensation in accordance 1,026 Total 58 17 1063 713 Fringe benefits 650 296 8282 9552 Fixed salary 2016 2017 2016 2017 (until May 12, 2017) Margret Suckale Wayne T. Smith 3,692 1,261 2,481 2,138 3,464 2,909 934 with GCGC 313 Actual annual variable compensation¹ 309 135 445 844 Service cost 2,266 976 2,763 2,841 Total LTI program 2013 (2013-2021) LTI program 2012 (2012-2020) LTI program 2011 (2011-2019) 527 LTI program 2010 (2010-2018) LTI program 2009 (2009-2017) 7985 LTI program 2008 (2008-2016) 527 7985 Multiple-year variable compensation 1,031 663 1,031 1,815 708 1,031 Compensation report 1,156 1,220 2,455 1,338 0 314 1,546 0 431 1,338 0 314 321 422 422 1,338 0 314 422 1,546 0 431 517 1,338 0 517 2,573 2,751 3,057 1,870 3,901 3,196 2,850 598 1,497 2,814 135 135 135 309 844 844 844 445 277 277 277 359 2,565 313 1,212 2,430 5,072 1,026 314 422 914 0 321 321 25 83 296 296 296 650 9551 9551 9551 8281 296 296 296 650 (max) (min) (max) (min) (max) (min) 2017 2017 1,815 225 5,916 25 712 585 1,300 2,500 0 1,600 1,300 914 0 585 1,300 313 313 313 708 1,026 1,026 1,026 934 321 17 17 17 58 712 71² 1062 2,739 733 448 2017 2016 2017 2016 1,300 1,600 Fixed salary 2017 Directors Dr. Hans-Ulrich Engel Saori Dubourg (since May 12, 2017) Vice Chairman of the Board of Executive Dr. Martin Brudermüller Dr. Kurt Bock Chairman of the Board of Executive Directors BASF Report 2017 Compensation allocated in accordance with the German Corporate Governance Code (GCGC) (thousand €) The "Compensation allocated in accordance with the German Corporate Governance Code (GCGC)" shown for 2016 and 2017 comprises the fixed and variable compensation compo- nents actually allocated, plus the service cost calculated for each member of the Board of Executive Directors in the reporting years even though this does not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) 1 Saori Dubourg and Dr. Markus Kamieth were not yet members of the Board of Executive Directors as of the reporting date for the LTI program 2016 (July 1, 2016). 163,764 127,276 Total 17,552 12,188 Margret Suckale (until May 12, 2017) 17,552 2016 14,076 2017 1,064 1,371 1,347 2,414 2,061 3,629 Actual annual variable compensation¹ Multiple-year variable compensation 742 859 544 1,104 1,110 1,368 1,684 92 59 37 2392 46 68 84 Fringe benefits 650 800 507 865 2016 Wayne T. Smith Total 12,188 1,290 2,161 3,272 2,482 1,298 2,186 (135) (309) (844) (445) (277) (359) 663 1,031 1,815 1,031 663 (585) (1,300) (1,600) (1,300) (585) 17,552 2,700 (1,300) 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 1,031 146 Corporate Governance 7,060 Dr. Markus Kamieth (since May 12, 2017)1 3 Fringe benefits include the payment of additional taxes for 2017 and tax back payments for previous years arising in connection with transfers. Dr. Harald Schwager (until May 12, 2017) 17,552 14,076 17,552 4,692 Sanjeev Gandhi 17,552 14,076 Dr. Hans-Ulrich Engel 2,040 Michael Heinz Saori Dubourg (since May 12, 2017)1 Compensation report The table below shows the options granted to the Board of Executive Directors on July 1 of both reporting years. 2017 2016 Dr. Kurt Bock Number of options granted 23,344 35,108 Dr. Martin Brudermüller 18,724 28,156 The Board of Executive Directors of BASF SE 572 Statements Consolidated Financial Corporate Governance Management's Report To Our Shareholders 4 The Supervisory Board Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. The Declaration of Corporate Governance, pursuant to section 315d HGB in connection with section 289f HGB, comprises the subchapters Corporate Governance Report including the description of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (except for the disclosures pursuant to section 315a(1) HGB), Compliance and Declaration of Conformity as per section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Declaration of Corporate Governance as per section 315d of the German Commercial Code (HGB) in connection with section 289f HGB of BASF SE Declaration of Corporate Governance Declaration of Corporate Governance 158 Corporate Governance 157 17 BASF Report 2017 125 162 235 190 Commercial Code Ludwigshafen, December 2017 with Section 313(2) of the German 168 Statement of income BASF Group List of Shares Held in accordance 3 184 Scope of consolidation 2 Independent Auditor's Report 173 Summary of accounting policies 1 Policies and scope of consolidation Statement by the Board of Executive Directors - 161 Notes 245 Supplementary Information on the Oil & Gas Segment Overviews 2. The recommendations of the Government Commission on the German Corporate Governance Code as amended on February 7, 2017, published by the Federal Ministry of Justice on April 24, 2017, in the official section of the electronic Federal Gazette are complied with and will be complied with. Report of the Supervisory Board The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to section 161 AktG (Stock Corporation Act) Corporate Governance 156 An important aspect of good corporate governance is the independence of Supervisory Board members and their freedom from conflicts of interest. According to assessments of the Supervisory Board, eleven of its twelve members can be considered independent within the meaning of the German Corporate Governance Code and the additional criteria defined by the Supervisory Board for evaluating their independence. The criteria used for this evaluation can be found in the Corporate Governance Report on page 131. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has business relations, we see no impairment of their independence. The scope of these businesses is relatively marginal and further- more takes place under conditions similar to those of a third party. The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. This took place in 2017 as well, as the Chairman of the Supervisory Board conducted individual dialogs with each Supervisory Board member using a structured questionnaire. Topics especially centered on Supervisory Board meeting agendas, cooperation with the Board of Executive Directors, information supply of the Supervisory Board, the Committees' duties, composition and work, and cooperation with shareholder and employee representatives. The results of these individual meetings were presented and thoroughly discussed at the Supervisory Board meeting on December 21, 2017. Overall, its members rated the Supervisory Board's activity as efficient. Independent of the efficiency review, the Audit Committee also conducted a self-assessment of its activities in 2017 based on individual discussions with all of its members. Mate- rial topic areas were the organization and content of the Independence and efficiency review The full Declaration of Conformity is rendered on page 157 and is available to shareholders on the company website at basf.com/en/governance At its meeting of December 21, 2017, the Supervisory Board approved the joint Declaration of Conformity by the Supervisory Board and the Board of Executive Directors in accordance with section 161 of the German Stock Corporation Act. BASF complies with the recommendations of the German Corporate Governance Code in the version dated February 7, 2017, with- out exception. The Corporate Governance Report of the BASF Group provides extensive information on BASF's corporate governance. For more information on the profiles of skills and expertise, diversity concepts and composition goals, see page 128 and from page 130 onward Code on structuring the variable components of the compensation awarded to the Board of Executive Directors, as well as the requirements on the composition of the Supervisory Board and the Board of Executive Directors, which are summarized in the profiles of skills and expertise and diversity concepts for the Supervisory Board and the Board of Executive Directors. The Supervisory Board places great value on ensuring good corporate governance: In 2017, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the recommendations and suggestions of the German Corporate Governance Code in the version dated February 7, 2017. In addition to the review of BASF's corporate governance culture, topics of discussion were the implementation of the new recommendations and suggestions of the German Corporate Governance Code as well as the statutory requirements for the Supervisory Board arising from the CSR Directive Implementation Act. Discussions and decisions focused especially on the implementation of the expanded recommendations of the German Corporate Governance Corporate Governance and Declaration of Conformity The Strategy Committee met four times in 2017. The Committee was established to consult on strategic options for the further development of the BASF Group and has com- prised six members of the Supervisory Board since May 2017. With the exception of one meeting, which one committee member was unable to attend, all committee members attended the meetings. At its meetings, the Committee addressed in detail options for the strategic further develop- ment of BASF's portfolio and proposed material acquisitions and divestitures, particularly in the Agricultural Solutions and Oil & Gas segments. The Committee's discussions and resolu- tions repeatedly dealt with the intended acquisition of the seed business offered by Bayer and the potential combination of the BASF Group's and LetterOne's oil and gas businesses in a joint venture, with the intention of later listing it on the stock exchange. objectives for the composition of the Supervisory Board adopted by the Supervisory Board as well as the profile of skills and expertise and diversity concept for the Supervisory Board resolved at the meeting on December 21, 2017. The Nomination Committee met once in 2017. All committee members attended the meeting. The focus of the meeting was consultation on the preparation of a profile of skills and expertise and diversity concept for the Supervisory Board as a whole, which aim to ensure that - based on a systematic review individuals are nominated to the Annual Shareholders' Meeting for election to the Supervisory Board that collectively posess all of the professional and personal competencies and experience that, according to the Supervisory Board's assessment, are necessary to perform its tasks in full. Another focus of the meeting was discussing the alternate candidates as well as long-term planning and preparations for the succession of the current Chairman of the Supervisory Board with the suggestion to elect the current Chairman of the Board of Executive Directors, Dr. Kurt Bock, as a member of the Supervisory Board and its Chairman after expiry of the statutory cooling-off period of two years following his departure from the Board of Executive Directors. - 155 Corporate Governance Report of the Supervisory Board BASF Report 2017 The Nomination Committee is responsible for preparing candidate proposals for the election of those Supervisory Board members who are elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the Statement of income and expense Other important activities included advising the Board of Executive Directors on accounting issues and the internal control system. The Audit Committee focused on the internal auditing system at the meeting on July 24, 2017, and compliance in the BASF Group on December 20, 2017. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. In all meetings, the Audit Committee also received information on the development of risks from litigation. BASF Report 2017 meetings and the supply of information as the basis of the Committees' work. No notable need for action was identified. Separate and Consolidated Financial Statements KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Shareholders' Meeting for the 2017 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, which were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and the additional requirements that must be applied in accordance with section 315e(1) of the German Commercial Code (HGB), including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. In particular, it had instituted an appropriate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. The results of the audit as well as the procedure and material findings of the audit of the financial statements are presented in the Auditor's Report, the content of which has been significantly expanded since the 2017 Financial Statements. Declaration of Conformity 2017 of the Board of Executive Directors and the Supervisory Board of BASF SE Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act (AktG) Corporate Governance Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act (AktG) BASF Report 2017 Jürgen Hambrecht Chairman of the Supervisory Board Jurgen Hambres The Supervisory Board Ludwigshafen, February 22, 2018 The Supervisory Board wishes to thank all employees of the BASF Group worldwide and the management for their personal contribution in the 2017 business year. 1. The recommendations of the Government Commission on the German Corporate Governance Code as amended on May 5, 2015, published by the Federal Ministry of Justice on June 12, 2015, in the official section of the electronic Federal Gazette, have been complied with since the sub- mission of the last Declaration of Conformity in December 2016. Thanks Composition of the Supervisory Board At its accounts meeting on February 22, 2018, the Supervisory Board approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2017 Financial Statements final. The Supervisory Board concurs with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.10 per share. key audit matters specified in the Auditor's Report, and discussed them in detail with the auditor. The Chairman of the Audit Committee gave a detailed account of the preliminary review at the Supervisory Board meeting on February 22, 2018. On this basis, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2017, the proposal by the Board of Executive Directors for the appropriation of profit, and the Consolidated Financial Statements and Management's Report for 2017. The results of the preliminary review by the Audit Committee and the results of the Supervisory Board's own examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management and submitted reports. The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 21, 2018, including the reports prepared by the auditor and the The auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on Febru- ary 21, 2018, as well as the accounts meeting of the Supervisory Board on February 22, 2018, and reported on the procedure and material findings of its audit, including the key audit matters described in the Auditor's Report. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Supervisory Board. The assurance report issued by KPMG on the substantive audit of the NFS can be found at basf.com/nfs-audit Beyond the statutory audit of the Financial Statements, KPMG also conducted, on behalf of the Supervisory Board, a substantive audit with limited assurance of the nonfinancial statements (NFSs) for BASF SE and the BASF Group, which are integral parts of the respective management's reports. On the basis of its audit, KPMG did not raise any objections to the nonfinancial reporting and the satisfaction of the relevant statutory requirements. For more information on the auditor, see the Corporate Governance Report on page 134 The Auditor's Report is rendered from page 162 onward The long-serving Vice Chairman of the Supervisory Board, Robert Oswald, stepped down from the Supervisory Board at the conclusion of the Annual Shareholders' Meeting on May 12, 2017. He had been a member of the Supervisory Board as an employee representative since October 1, 2000. As the chairman of the Works Council at BASF SE's Ludwigshafen Site, BASF's Joint Works Council and the BASF Works Council Europe, Robert Oswald played a significant role in BASF's development. The Supervisory Board expresses its very sincere thanks to Robert Oswald for his contribution. He was succeeded by Sinischa Horvat, who joined the Supervisory Board as the alternate member appointed by the BASF Works Council Europe on December 4, 2013, in accordance with the Employee Participation Agreement dated November 15, 2007. For more information on changes within the Supervisory Board, see the Corporate Governance Report on page 131 4 Reporting by segment and region 23 recognized in equity instruments 27 Supplementary information on financial 221 26 Risks from litigation and claims 220 Other financial obligations 25 218 Liabilities 24 217 Other provisions 211 obligations 22 Provisions for pensions and similar 211 21 Minority interests 210 20 Other comprehensive income 222 209 28 Leases Other explanatory notes At the meeting on July 24, 2017, the Audit Committee engaged KPMG AG Wirtschaftsprüfungsgesellschaft - the auditor elected by the Annual Shareholders' Meeting - with the audit for the 2017 reporting year and auditing fees were agreed upon. The focus areas for the annual audit were discussed and defined together with the auditor. The Audit Committee categorically excluded any service relationships between auditor and BASF Group companies outside of the audit of the annual financial statements, including beyond prevailing legal limitations. These services may only be performed upon approval by the Audit Committee. For certain nonaudit services beyond the scope of the audit of the financial reports, the Audit Committee either granted approval for individual cases or authorized the Board of Executive Directors to engage KPMG AG Wirtschaftsprüfungsgesellschaft for such services. The authorization of each service applies for one reporting year and is limited in amount. 234 Corporate Governance Code Declaration of Conformity with the German 34 234 Services provided by the external auditor 33 233 Related-party transactions 32 232 Executive Directors and Supervisory Board 31 Compensation for the Board of 231 and BASF incentive share program 30 Share price-based compensation program 229 29 Statement of cash flows and capital structure management 228 190 Capital, reserves and retained earnings 208 Income from companies accounted 9 196 Other operating expenses 8 171 Statement of cash flows 195 Other operating income 7 194 Functional costs 6 170 Balance sheet 194 5 Earnings per share Notes on statement of income 169 Statement of equity 19 172 197 Receivables and miscellaneous assets 18 207 Inventories 17 207 equity method and other financial assets 16 Investments accounted for using the 205 15 Property, plant and equipment 201 14 Intangible assets Notes on balance sheet 200 198 Income taxes 11 197 10 Financial result for using the equity method At the meeting on February 21, 2018, the auditor reported in detail on its audits of BASF SE's Separate and Consolidated Financial Statements for the 2017 business year, including the corresponding management's reports, and discussed the results of its audit with the Audit Committee. The committee's audit also included the nonfinancial statements of BASF SE and the BASF Group, which were part of the management's reports for the first time in 2017. In preparation for the audit, the Audit Committee had, following a corresponding resolution by the Supervisory Board, additionally engaged KPMG AG Wirtschaftsprüfungsgesellschaft to perform a substantive audit with limited assurance of the nonfinancial statements and to issue an assurance report on this. KPMG also reported in detail on the focus, the procedure and the key findings of this audit. 40.0 The Audit Committee is responsible for all the tasks listed in section 107(3) sentence 2 of the German Stock Corporation Act 312.5 100.0 112.5 120.0 60.0 200.0 Dame Alison Carnwath DBE3,7 230.0 258.3 50.0 58.3 120.0 60.0 200.0 Ralf-Gerd Bastian4,7 216.7 16.7 200.0 Sinischa Horvat, Vice Chairman since May 12, 20172,7 280.0 282.5 Wolfgang Daniel, Supervisory Board member until 20.0 120.0 60.0 200.0 Francesco Grioli 230.0 250.0 50.0 50.0 120.0 60.0 200.0 Franz Fehrenbach4 180.0 200.0 120.0 60.0 200.0 Prof. Dr. François Diederich 60.0 April 29, 2016 200.0 135.4 10.4 2017 2016 2017 2016 2017 Total compensation memberships compensation Fixed salary committee related variable Compensation for Performance- 151 Corporate Governance Compensation report Compensation of the Supervisory Board of BASF SE (thousand €) BASF Report 2017 Consolidated Financial Statements 13 Personnel expenses and employees 2016 12.5 2017 Dr. Jürgen Hambrecht, Chairman 1.5 180.0 90.0 125.0 Robert Oswald, Vice Chairman until May 12, 20172,7 282.5 331.3 12.5 31.3 180.0 90.0 300.0 475.0 550.0 25.0 50.0 300.0 150.0 500.0 Michael Diekmann, Vice Chairman², 6 2016 180.0 Waldemar Helber, Supervisory Board member since April 29, 2016 · The expansion of the battery materials business in Europe, North America and Japan, for example by establishing addi- tional production capacities in cooperation with Toda and a raw materials supply cooperation with Norilsk Nickel - The progress of the Nord Stream 2 pipeline project and the BASF Group's involvement in financing the project - The acquisition of the polyamide value chain from Solvay - The long-term development of and strategic opportunities for the oil and gas business bundled in the Wintershall group, including the gas transportation business and its combina- tion with DEA's business in a joint venture with LetterOne, as well as the option of later public listing the Supervisory Board discussed the further development of the BASF Group's business activities through acquisitions, divestitures and investment projects. Discussions focused on: - Global consolidation in the crop protection industry and the acquisition of the seed business offered by Bayer Corporate Governance Report of the Supervisory Board BASF Report 2017 A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earnings development, as well as on opportunities and risks for business development, the status of important current and planned investment projects, developments on the capital markets, and significant managerial measures taken by the Board of Executive Directors in addition to innovation projects. In all meetings, with the exception of the meeting following the Annual Shareholders' Meeting on May 12, 2017, which exclusively addressed organizational Supervisory Board topics, An individual overview of attendance at meetings of the Supervisory Board and its committees will be made available on the company website at basf.com/governance/supervisoryboard/meetings The Supervisory Board held six meetings in the 2017 business year. With the exception of one meeting at which one member of the Supervisory Board was unable to attend, all members attended all Supervisory Board meetings in 2017. No member of the Supervisory Board attended only half or fewer of the meetings of the Supervisory Board and the committees of which they are members. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions in each case, which were also attended by members of the Board of Executive Directors. All members of the Board of Executive Directors attended the Supervisory Board meetings unless it was deemed appropriate that the Supervisory Board discuss individual topics such as personnel matters relating to the Board of Executive Directors - without them being present. Supervisory Board meetings - The acquisition of the polyamide business from Solvay - Co-financing the Nord Stream 2 pipeline project - The transfer of the oil and gas business bundled in the Wintershall Group to a joint venture with LetterOne, including possible public listing - The acquisition of the seed business offered by Bayer The Chairman of the Supervisory Board and the Chairman of the Board of Executive Directors were also in regular contact outside of Supervisory Board meetings so that the Chairman of the Supervisory Board was promptly informed of current developments and significant issues. The Supervisory Board was always involved at an early stage in decisions of major importance. The Supervisory Board passed resolutions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. In the 2017 business year, these included authorizing: The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on pros- pects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. In 2017, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for example, all of the major financial key performance indicators (KPIs) of the BASF Group and its segments, the economic situation in the main sales and procurement markets, and on deviations in business developments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, invest- ment, sales volumes and personnel planning, as well as mea- sures for designing the future of research and development. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors The Supervisory Board addressed these tasks with a great sense of responsibility. Its aim is to lay the best possible foundation for BASF's continued successful and sustainable growth. - Changes to the Board of Executive Directors with the naming of a new Chairman, also for the purpose of succession planning for the Supervisory Board At its meeting on February 22, 2017, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2016 business year as presented by the Board of Executive Directors. In addition, it discussed details of the new structure of the Supervisory Board's compensation and prepared the corresponding resolution for the Annual Shareholders' Meeting. The Supervisory Board met prior to the Annual Share- holders' Meeting on May 12, 2017, primarily to prepare for the Annual Shareholders' Meeting. - The further development of the compensation system for the Board of Executive Directors In addition to strategically significant individual measures, the Supervisory Board also addressed BASF's strategy and long-term business prospects in individual business areas and regions. This was the focus of its meeting on July 24/25, 2017, at which the Board of Executive Directors provided a status update on the implementation of the "We create chemistry" strategy. The main consultation topics were: - Strategic opportunities for the oil and gas business The main agenda item at the meeting on October 20, 2017 was the further development of the compensation system for the Board of Executive Directors. Agenda items at the meeting on December 21, 2017 were the performance evaluation of the Board of Executive Directors for 2017, consultation on the profile of skills and expertise and the diversity concept for the Board of Executive Directors and the Supervisory Board, as well as preparations for resolutions by the Supervisory Board on the composition of the Board of Executive Directors. One of the committee's core tasks at all meetings was continuing the discussion started in 2016 on the further development of the compensation awarded to the Board of Executive Directors and the resulting amendment to Board members' contracts. The results of the committee's discussions formed the basis for the amended compensation system for the Board of Executive Directors that was resolved by the Supervisory Board on December 21, 2017. The Personnel Committee met four times during the reporting period. With the exception of one meeting, which one committee member was unable to attend, all committee members attended the meetings. At its meeting on February 22, 2017, the Personnel Committee advised on the targets for the Board of Executive Directors for the 2017 business year. The main focus at the meeting on July 24, 2017 was the development of leadership at the top levels of management below the Board of Executive Directors, as well as long-term succession planning and potential alternate candidates for that Board. For information on the composition of the committees and the tasks assigned to them by the Supervisory Board, see the Corporate Governance Report on page 129 The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Exec- utive Directors and the granting of loans in accordance with section 89(4) of the German Stock Corporation Act (Personnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee. Following each Committee meeting, the chairpersons of the Committees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. Committees term and forward-looking in line with the new recommendations of the German Corporate Governance Code, which replaces the annual variable compensation granted to date, as well as the agreement of a contractual clawback clause in the case of a gross breach of the duties pertaining to the Board of Executive Directors. The amended compensation system for the Board of Executive Directors is to be submitted to the Annual Shareholders' Meeting on May 4, 2018 for approval. All members of the Board of Executive Directors have agreed to the contractual amendment with effect from January 1, 2018. BASF Report 2017 Report of the Supervisory Board 154 Corporate Governance 153 In addition, on December 21, 2017, after a number of preparatory briefings by the Personnel Committee in the meetings prior, the Supervisory Board resolved to amend the compensation system for the Board of Executive Directors and its members' contracts. The main changes are the introduction of a new performance bonus to make it more long At its meeting on December 21, 2017, the Supervisory Board discussed at length, based on the counsel of the Personnel Committee, questions relating to the composition of the Board of Executive Directors, succession planning for the Board of Executive Directors, the further development of the compensation system for the Board of Executive Directors as well as the related adjustments to the Board members' contracts as of January 1, 2018, and evaluated the Board of Executive Directors' performance in 2017. As part of long-term succession planning, the Supervisory Board named Dr. Martin Brudermüller, currently Vice Chairman of the Board of Executive Directors, as Chairman of the Board of Executive Directors effective at the end of the Annual Shareholders' Meeting on May 4, 2018. The current Chairman of the Board of Executive Directors, Dr. Kurt Bock, will step down from the Board of Executive Directors by mutual agreement on this date so that he can be elected to the Supervisory Board and appointed as its chairman in 2020. Dr. Kurt Bock agreed on early discontinuance of his contract without severance pay and will receive the contractually agreed interim and pension benefits in accordance with regular expiration of a term on the Board of Executive Directors on this date. Furthermore, the Supervisory Board named the Board of Executive Directors member Dr. Hans-Ulrich Engel as Vice Chairman of the Board of Executive Directors, likewise effective May 4, 2018, and extended the appointments of Dr. Martin Brudermüller, Dr. Hans-Ulrich Engel and Sanjeev Gandhi until the end of the Annual Shareholders' Meeting in 2023. The number of members of the Board of Executive Directors will be reduced from eight to seven following the 2018 Annual Shareholders' Meeting. In several meetings in the 2017 business year, the Supervisory Board conferred on, and passed resolutions on, personnel topics in the Board of Executive Directors as well as questions concerning the compensation of the Board of Executive Directors. Based on preparation conducted by the Personnel Committee, it determined the targets for the Board of Executive Directors for the 2017 business year at its meeting on Febru- ary 22, 2017. Composition and compensation of the Board of Executive Directors At its meeting on December 21, 2017, the Supervisory Board discussed and approved the Board of Executive Directors' operational and financial planning including the investment budget for 2018, and as usual authorized the Board of Executive Directors to procure the necessary financ- ing in 2018. for the nonfinancial statements, above and beyond the statutory auditing requirements. At its meeting on October 20, 2017, the Supervisory Board addressed the crop protection and seeds business in detail, including its growth prospects and business risks as well as technology, market and development trends. It was also informed of the new statutory nonfinancial reporting require- ments and how the Board of Executive Directors planned to structure BASF's nonfinancial statements going forward. In this connection, the Supervisory Board resolved to also have the auditor conduct a substantive audit with limited assurance - The long-term development of the automotive industry as one of BASF's key customer industries and the related strategic business opportunities, especially from the development of electromobility and autonomous driving - Innovations, especially the status, opportunities and risks arising from the digitalization of industrial processes - The development of the Verbund and measures to promote operational excellence - The possibilities and objectives for strategic portfolio development The dynamic development of BASF and its competitive environment meant that 2017 was a very busy year for the Supervisory Board. Its work focused primarily on the following: - Strategically important portfolio measures such as the agreed acquisition of significant parts of the seed business from Bayer and the planned transfer of the oil and gas business to a joint venture Dear Shareholders, BASF Report 2017 200.0 180.0 200.0 120.0 60.0 200.0 Michael Vassiliadis2,4,7 Total Denise Schellemans 180.0 200.0 120.0 60.0 200.0 Anke Schäferkordt 135.0 200.0 90.0 45.0 200.0 60.0 120.0 75.0 2,925.0 Report of the Supervisory Board Report of the Supervisory Board 152 Corporate Governance For more information on share ownership by members of the Supervisory Board, see page 134 €35,200) for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board. Beyond this, no other Supervisory Board members received any compensation in 2017 for services rendered personally, in particular, the rendering of advisory and agency services. In 2017, as in 2016, the company paid the Supervisory Board member Prof. Dr. François Diederich a total of CHF 38,400 (2017: approximately €34,500; 2016: approximately Compensation for Supervisory Board membership and mem- bership of Supervisory Board committees is payable after the Annual Shareholders' Meeting, which approves the Consoli- dated Financial Statements for the business year. Accordingly, compensation relating to the year 2017 will be paid following the Annual Shareholders' Meeting on May 4, 2018. 7 Member of the Strategy Committee 6 Vice Chairman of the Strategy Committee and in section 5.3.2 of the German Corporate Governance Code in the version dated February 7, 2017. Since the 2017 business year, these tasks also include auditing the nonfinancial state- ments of BASF SE and the BASF Group. The Audit Committee met five times during the reporting period. Its core duties were to review BASF SE's Financial Statements and Consolidated Financial Statements, as well as to discuss the quarterly state- ments and the half-year financial report with the Board of Executive Directors prior to their publication. With the exception of two meetings, which one member did not attend, all committee members participated in the meetings. 5 Chairman of the Strategy Committee 3 Chairman of the Audit Committee 2 Member of the Personnel Committee 1 Chairman of the Personnel Committee 242.5 275.0 3,329.2 2,937.5 62.5 312.5 404.2 1,750.0 875.0 4 Member of the Audit Committee 12 Minority interests 200 2,731 (149) hedges Cash flow 8 32 1,476 (2,109) (5,373) 1,073 Additions As of January 1, 2017 at fair value adjustment benefit plans of securities translation Measurement currency Remeasure- ment of defined (493) 11 4,997 4,810 187 3,773 68 3,563 1 For more information on other comprehensive income, see Note 20 on page 210 2 For more information, see Note 22, "Provisions for pensions and similar obligations," from page 211 onward 3 For more information, see Note 27, "Supplementary information on financial instruments," from page 222 onward Development of income and expense recognized in equity of shareholders of BASF SE (million €) Other comprehensive income Foreign 210 Total income and expense recognized in equity (4,014) 20 (109) (3,521) (1,842) 835 14 652 (61) Releases Deferred taxes 553 (11) (2) 21 (1,054) (482) (4,084) As of January 1, 2016 (960) Releases Deferred taxes (320) 28 (1) Additions (15) As of December 31, 2017 (4,620) (605) 39 (96) (5,282) (308) (87) (1,268) (1,355) 9 9 Reclassifications of realized gains/losses recognized in the income statement Fair value changes in available-for-sale securities, net³ 6 Unrealized gains/losses from cash flow hedges 9 9 (48) (17) (17) Reclassifications of realized gains/losses recognized in the income statement 6 99 6 (48) Gains/losses that cannot be reclassified after taxes from equity-accounted shareholdings Gains/losses that cannot be reclassified 9 9 753 Unrealized gains/losses from fair value changes in available-for-sale securities 753 (1,839) 553 553 (3) (1,289) (3) (1,289) (1,839) As of December 31, 2016 99 (51) after taxes from equity-accounted shareholdings (126) (126) 100 100 Gains/losses that can be reclassified Gains/losses that can be reclassified (2,108) (87) 807 796 11 Other comprehensive income after taxes Comprehensive income (2,021) (51) 8 12 Cash flow hedges, net³ 51 51 (68) (68) Unrealized gains/losses from currency translation 8 (2,051) (87) 758 747 11 Deferred taxes for gains/losses that can be reclassified 12 (1,964) (320) (5,373) 32 [11] Deferred tax liabilities 3,667 3,478 [23] Other provisions 8,209 6,293 [22] Provisions for pensions and similar obligations 32,568 34,756 761 919 [21] 31,807 33,837 Dec. 31, 2017 Dec. 31, 2016 [19] 1,176 1,176 [19] 3,317 3,117 [19] 34,826 31,515 [20] (5,282) (4,014) 3,130 Financial indebtedness [24] 15,535 [11] 1,119 1,288 [24] 2,497 3,767 2,802 [24] 2,850 Current liabilities 14,880 15,317 Total equity and liabilities 78,768 3,064 Explanations in Note 3,229 4,610 12,545 Other liabilities [24] 1,095 873 Noncurrent liabilities [23] 29,132 Accounts payable, trade Provisions Tax liabilities Financial indebtedness Other liabilities 4,971 28,611 Equity Minority interests Equity of shareholders of BASF SE Dec. 31, 2017 13,594 Dec. 31, 2016 15,162 [15] 25,258 26,413 [14] [16] 4,647 [16] 606 605 [11] 2,118 4,715 2,513 Explanations in Note Noncurrent assets (149) 561 (4,014) 169 170 Consolidated Financial Statements Balance sheet BASF Report 2017 Balance sheet BASF Group Intangible assets Property, plant and equipment Investments accounted for using the equity method Other financial assets Deferred tax assets Other receivables and miscellaneous assets Assets (million €) 1,476 [18] 1,210 [1] 6,495 1,375 Current assets 31,145 25,946 Cash and cash equivalents¹ Total assets 76,496 Equity and liabilities (million €) Subscribed capital Capital surplus Retained earnings Other comprehensive income 78,768 1,332 536 Marketable securities 47,623 50,550 Inventories [17] 10,303 10,005 52 Accounts receivable, trade 11,190 10,952 Other receivables and miscellaneous assets [18] 3,105 3,078 [18] (320) Deferred taxes for gains/losses that cannot be reclassified 1,064 The classification of the Oil & Gas segment as a continuing operation is appropriate and consistent with IFRS 5. The related explanations in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. Our observations Finally, we evaluated whether the explanations in the Notes to the Consolidated Financial Statements on the classification of the Oil & Gas segment are sufficiently detailed and appro- priate. We assessed whether the classification of the Oil & Gas seg- ment as a continuing operation was performed properly. In addition, we analyzed the agreements entered into in the letter of intent, spoke with members of the Board of Executive Directors and other BASF employees, and evaluated internal and external reports. Our audit approach There is a risk for the Consolidated Financial Statements that the classification of the Oil & Gas segment as a continuing operation is not appropriate, and thus that its presentation in the Consolidated Financial Statements is not correct. With respect to the disclosures in the Notes to the Consolidated Financial Statements on the classification of the Oil & Gas segment as well as on the exercise of judgement, there is a risk that the explanations are not sufficiently detailed or appropriate. in accordance with IFRS 5 depends on a range of criteria, the assessment of which as of the reporting date is a source of judgement for the specific matter. Assets and liabilities classified as held for sale are presented as separate items in the balance sheet. In addition, the results from discontinued operations are presented as a separate item in the statement of income. The classification of the Oil & Gas segment as a continuing or discontinued operation On December 7, 2017, BASF and LetterOne signed a letter of intent on the merger of their oil and gas activities in a joint venture. BASF's oil and gas activities represent a separate, material business area of the BASF Group and are accounted for as a reportable segment. Financial statement risk For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 183. Accounting treatment of the oil and gas business The valuation methods applied by BASF and the assumptions underlying the valuation of the pension obligations and the plan assets are appropriate. Furthermore, the accounting treatment of insurance-based pension plans where the employer has a subsidiary liability is justified. The disclosures in the Notes to the Consolidated Financial Statements on the pension obligations, in particular the characteristics of defined benefit plans and the risks associated with them, are com- plete, sufficiently detailed and appropriate. Our observations Furthermore, we evaluated whether the explanations regard- ing the characteristics of defined benefit plans and risks asso- ciated with them in the Notes to the Consolidated Financial Statements are complete, sufficiently detailed and appropriate. For pension benefits based on insurance models, where the employer has a subsidiary liability, we satisfied ourselves that the estimates of recourse made by the Board of Executive Directors are sufficiently documented and reasonable to justify recognition as defined contribution plans by comparing cur- rent return projections and minimum interest guarantees. For the assessment of the fair values of plan assets, we had access to, in particular, bank confirmations and financial statements of the banks managing the funds. We also took samples to compare the closing rates of the shares and bonds with external market data. For non-listed investments, we evaluated the design, implementation and effectiveness of the internal controls established by the company to assess the valuation process for these investments. For real estate and alternative investments, we alse verified the processes under- lying the valuation in each case as well as the valuation assumptions and parameters used with the support of our internal specialists. For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 182. The underlying assumptions used in the measure- ment of pension obligations are presented in the Notes to the Consolidated Financial Statements from page 211 onward. Financial statement risk As of December 31, 2017, the Consolidated Financial State- ments of BASF SE contained provisions for pensions and similar obligations of €6,293 million. The net defined benefit liability of €6,223 million (after taking into account defined benefit assets of overfunded plans in the amount of €70 mil- lion) is derived by subtracting the fair value of the plan assets (€20,648 million) from the defined benefit obligation of the pension obligations for the BASF Group (€26,871 million). Obligations arising from defined benefit plans are measured on the basis of actuarial assumptions made according to the projected unit credit method. BASF uses external actuaries here. The assumptions applied in the process are determined by BASF. BASF uses a Group-wide, uniform process to deter- mine the discount rates from the market yields on high-quality corporate fixed-rate bonds. As key assumptions, the calcula- tions as of December 31, 2017 are also based on current projections for pension increases and mortality tables, which are updated regularly. The amount of the defined benefit obli- gations is largely based on the estimates and assumptions of the Board of Executive Directors of BASF SE. Plan assets are measured at fair value. The fair values of plan assets are regularly derived from prices on active markets. If no active market exists, this gives rise to uncertainty or discretion- ary scope in the measurement of the pension assets. Other information Pension benefits based on insurance models, where the employer generally has a subsidiary liability, are accounted for as defined contribution plans, provided recourse to BASF is very unlikely as of the reporting date. Recognition as defined contribution plans is highly dependent on the assessment of There is a risk for the Consolidated Financial Statements that pension obligations and plan assets have not been measured correctly. Furthermore, there is a risk that pension plans have not been classified correctly and must be recognized as defined benefit plans. There is also a risk that the Notes to the Consolidated Financial Statements do not contain the required disclosures on the characteristics of the defined benefit plans and the related risks. Our audit approach In a first step, we assessed the structure, implementation and effectiveness of the internal controls to communicate audit- relevant financial information, particularly the underlying frame- work, to the actuary. In the assessment of the actuarial assumptions and the calcu- lation methods used, the audit team was supported by our actuarial specialists. Our audit procedures included, among others, an assessment of the appropriateness of the process used to determine the discount rate as well as the remeinaing actuarial assumptions. In addition, we verified the accuracy of the resulting obligations based on a selection of specific pension commitments. BASF Report 2017 Consolidated Financial Statements Independent Auditor's Report^1 recourse. The Board of Executive Directors is responsible for the other information. The other information comprises: - The unaudited part of the Group Management's Report described in section "Opinions," and - The remaining parts of the BASF Report 2017, with the exception of the audited Consolidated Financial Statements and Group Management's Report and our auditor's report. - - Obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures (systems) relevant to the audit of the Group Management's Report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. - Evaluate the appropriateness of accounting policies used by the Board of Executive Directors and the reasonableness of estimates made by the Board of Executive Directors and related disclosures. - Conclude on the appropriateness of the Board of Executive Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a BASF Report 2017 Consolidated Financial Statements Independent Auditor's Report^1 - Identify and assess the risks of material misstatement of the Consolidated Financial Statements and of the Group Management's Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the Consolidated Financial Statements and in the Group Management's Report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. - Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclo- sures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and finan- cial performance of the Group in compliance with IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS. - Evaluate the consistency of the Group Management's Report with the Consolidated Financial Statements, its conformity with law, and the view of the Group's position it provides. - Perform audit procedures on the prospective information presented by the Board of Executive Directors in the Group Management's Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Board of Executive Directors as a basis for the prospective information, and evaluate the prop- er derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other mat- ters that may reasonably be thought to bear on our indepen- dence, and where applicable, the related safeguards. From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. Other legal and regulatory requirements Further information pursuant to Article 10 of the EU Audit Regulation - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the Consolidated Financial Statements and on the Group Management's Report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsi- ble for our opinions. Accounting treatment of pension provisions We exercise professional judgment and maintain professional skepticism throughout the audit. We also: Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management's Report as a whole provides an appropriate view of the Group's position and, in all material respects, is consistent with the Consolidated Finan- cial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropri- ately presents the opportunities and risks of future develop- ment, as well as to issue an auditor's report that includes our opinions on the Consolidated Financial Statements and on the Group Management's Report. Our opinions on the Consolidated Financial Statements and on the Group Management's Report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information - Is materially inconsistent with the Consolidated Financial Statements, with the Group Management's Report or our knowledge obtained in the audit, or - Otherwise appears to be materially misstated. 165 166 Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compli- ance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschafts- prüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are consid- ered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements and this Group Management's Report. Consolidated Financial Statements Independent Auditor's Report^1 In accordance with our engagement, we performed a separate audit of the nonfinancial statement. For the type, scope and results of this audit, please refer to our audit report dated February 21, 2018. Responsibilities of the Board of Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management's Report Board of Executive Directors is responsible for the preparation of the Consolidated Financial Statements that comply, in all material respects, with IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS and that the Con- solidated Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the Board of Executive Directors is responsible for such internal control as they have determined necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Consolidated Financial Statements, the Board of Executive Directors is responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, the Board of Executive Directors is responsible for the preparation of the Group Management's Report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the Con- solidated Financial Statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Board of Executive Directors is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Group Management's Report that is in accordance with the applicable German legal require- ments, and to be able to provide sufficient appropriate evi- dence for the assertions in the Group Management's Report. The supervisory board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and of the Group Management's Report. Auditor's Responsibilities for the Audit of the Con- solidated Financial Statements and of the Group Management's Report BASF Report 2017 The assumptions underlying the calculations of the Board of Executive Directors are balanced overall. The disclosures in the notes on the key assumptions and the sensitivities are complete. Our observations Finally, we assessed the completeness of the disclosures on the key assumptions and the sensitivities. Heinz Michael Heinz Dr. Markus Kamieth Cutl Wayne T. Smith 161 Saori Dubourg 162 Note: This is a translation of the German original. Solely the original text in German language is authoritative. Independent Auditor's Report¹ BASF Report 2017 TO BASF SE, Ludwigshafen am Rhein Report on the Audit of the Consolidated Finan- cial Statements and of the Group Management's Report Opinions Consolidated Financial Statements Independent Auditor's Report^1 We have audited the Consolidated Financial Statements of BASF SE and its subsidiaries (the Group), which comprise the balance sheet as at December 31, 2017, statement of income, statement of income and expense recognized in equity, state- ment of cash flows, statement of equity for the financial year from January 1, 2017 to December 31, 2017 and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the Group Management's Report of BASF SE for the financial year from January 1, 2017 to December 31, 2017. In addition, we have been instructed to express an opinion as to whether the Consolidated Financial Statements comply with full IFRS. In accordance with the German legal requirements we have not audited the content of the non-financial statement and the corporate governance statement which are included in the Group Management's Report and are identified as unaudited other information. Jubany Dr. Hans-Ulrich Engel Chief Financial Officer BASF Report 2017 Consolidated Financial Statements Statement by the Board of Executive Directors Statement by the Board of Executive Directors and assurance pursuant to sections 297(2) and 315(1) of the German Commercial Code (HGB) The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. The BASF Group Consolidated Financial Statements for 2017 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the Inter- national Accounting Standards Board (IASB), London, and have been endorsed by the European Union. We have established effective internal control and steering systems in order to ensure that the BASF Group's Consoli- dated Financial Statements and Management's Report comply with applicable accounting rules and to ensure proper corporate reporting. Sanjeev Gandhi The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal con- trol and risk management system are continually audited throughout the Group by our internal audit department. Ludwigshafen am Rhein, February 21, 2018 buch Dr. Kurt Bock Chairman Rudenille Dr. Martin Brudermüller Vice Chairman Magel To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. We were elected as group auditor by the annual general meet- ing on May 12, 2017. We were engaged by the Chairwoman of the audit committee on July 24, 2017. We have been the group auditor of BASF SE without interruption since the finan- cial year 2006. In our opinion, on the basis of the knowledge obtained in the audit, Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the Consolidated Financial Statements and of the Group Management's Report. We satisfied ourselves of the suitability of the estimation process and the resulting forecasts for accounting purposes by comparing BASF's oil and gas price projections in the past ten years with the actual average annual prices. We also analyzed, on the basis of alternative scenarios prepared by BASF, the effects of a variation in the oil and gas price scenario on the recoverability of the assets. We satisfied ourselves of the appropriateness of the assumptions underly- ing the alternative scenarios. Furthermore, we assessed whether the disclosures in the Notes to the Consolidated Financial Statements regarding BASF's oil and gas price scenario and estimation uncertainties related to the scenario are sufficient and appropriate. Our observations The estimates and assumptions made in the preparation of the company's internal forecasts are sufficiently documented and justified. The assumptions about oil and gas prices made by the Board of Executive Directors are appropriate in comparison with the published forecasts of industry associations, analysts, international institutions and other market participants. Overall, BASF's oil and gas price forecasts therefore represent a reasonable basis for calculation. Financial statement risk For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on pages 178 and 184. The underlying assumptions used in the calculation and the disclosures on the impairment test performed are included in Note 14 to the Consolidated Financial Statements from page 201 onward. Intangible assets in the Consolidated Financial Statements of BASF SE include goodwill in the amount of €9,353 million. Goodwill has to be tested for impairment annually and when- ever there is an indication that goodwill may be impaired. The impairment test for the Construction Chemicals, Pigments and Surface Treatment units revealed that a change to the key as- sumptions, which is considered reasonably possible, could lead to the carrying amount exceeding the recoverable amount. 163 164 Consolidated Financial Statements Independent Auditor's Report^1 BASF Report 2017 Our audit approach We examined the forecast for future cash inflows in the detailed planning period, in particular with respect to whether the expected development of the relevant sales markets were given appropriate consideration and are consistent with the current budget adopted by the Board of Executive Directors and the Supervisory Board. We compared internal growth forecasts with industry expectations and those of significant competitors. We reviewed whether the assumptions in the budget adopted by the Board of Executive Directors and the Supervisory Board about the future development of margins and the amount of investments are appropriate, focusing on the units for which the Board of Executive Directors considered deviations from the key assumptions to be reasonably possible and where these deviations would lead to the carrying amount of the units exceeding their respective recoverable amounts. Our review of the appropriateness of the budget adopted by the Board of Executive Directors and the Supervisory Board also included a comparison of planning in past business years with the results actually achieved. For selected units, we examined whether reasons for not reaching planned values in the past were given appropriate consideration in current plan- ning, to the extent that this was relevant. We assessed the appropriateness of the assumed growth rate for the period following the detailed planning period on the basis of industry and macroeconomic studies. We satisfied ourselves of the methodological appropriateness of the calcu- lation and the appropriateness of the weighted cost of capital rates. To this end, we calculated our own expected values for the assumptions and parameters underlying the weighted cost of capital rates and compared these with the assumptions and parameters used. The audit team was supported by our company valuation specialists. Key assumptions by the Board of Executive Directors are the forecasts for future cash inflows in the detailed planning period, the assumed growth rate for subsequent periods, as well as the cost of capital. These assumptions have a material impact on the recoverability of goodwill. The growth forecasts of the Board of Executive Directors are associated with risks and can be revised in light of volatile raw materials prices and an instable macroeconomic environment. Deviations from the key assumptions, which the Board of Executive Directors consid- ers reasonably possible, would lead to impairments at the above units. There is the risk for the financial statements that impairment has not been identified. In addition, there is also a risk that the Notes to the Consolidated Financial Statements do not contain the required disclosures on the key assump- tions and sensitivities for these units. - The accompanying Consolidated Financial Statements comply, in all material respects, with the IFRSS as adopted by the EU, the additional requirements of German commer- cial law pursuant to Section 315e (1) of the German Com- mercial Code (HGB) and full IFRS, and in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at Decem- ber 31, 2017, and of its financial performance for the financial year from January 1, 2017 to December 31, 2017, and - The accompanying Group Management's Report as a whole provides an appropriate view of the Group's position. In all material respects, this Group Management's Report is con- sistent with the Consolidated Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the Group Management's Report does not cover the content of the non-financial statement and the corporate governance statement mentioned above. In order to assess its suitability as a basis for calculation, we had the company explain to us how the oil and gas price Recoverability of goodwill scenario was determined. Our audit procedures included, among others, an assessment of the completeness and balance of the assumptions used in the estimation process. We critically examined the assumptions for the macroeconomic parameters, such as the development of demand for oil and gas, fiscal considerations of important crude oil and gas- producing countries, rising marginal production costs, as well as producers' investment behavior, and assessed whether these were appropriately reflected in BASF's oil and gas price scenario. Finally, we compared BASF's oil and gas price scenario with the published forecasts of industry associations, analysts, international institutions and other market partici- pants. Our audit approach Basis for the Opinions We conducted our audit of the Consolidated Financial Statements and of the Group Management's Report in accordance with Section 317 HGB and the EU Audit Regula- tion No. 537/2014 (referred to subsequently as “EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promul- gated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Management's Report" section of our auditor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accor- dance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the Consolidated Financial Statements and on the Group Management's Report. Key Audit Matters in the Audit of the Consolidated Financial Statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements for the financial year from January 1, 2017 to December 31, 2017. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. BASF's oil and gas price scenario: Impact of assumptions relating to estimation uncertain- ties on the recoverability of assets and goodwill The explanations in the Notes to the Consolidated Financial Statements on the oil and gas price scenario assumed by BASF as a significant source of estimation uncertainties are sufficiently detailed and appropriate. For information on BASF's oil and gas price scenario, please refer to Note 1.4 to the Consolidated Financial Statements on pages 183 and 184. Oil and gas price projections are a key factor in the long-term earnings forecasts for the Oil & Gas segment, and thus have a direct impact on the recoverability of the assets recognized in this segment, including the goodwill allocated to the Explora- tion & Production cash-generating unit within this segment. The oil and gas price projections underlying the calculation are based on an internal estimation process. It is difficult to forecast future price trends given the current high volatility of oil and gas prices. The variety of assumptions underlying the estimation process are subject to significant judgment. This gives rise to the risk that the oil and gas price projections are not within an appropriate range and that the assets of the Oil & Gas segment, including the goodwill allocated to the Exploration & Production cash-generating 1 This is a translation of the German original. Solely the original text in German language is authoritative. BASF Report 2017 Consolidated Financial Statements Independent Auditor's Report^1 unit, have not been measured properly. There is also a risk that estimation uncertainties have not been sufficiently disclosed in the Notes to the Consolidated Financial Statements. Financial statement risk We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). German public auditor responsible for the engagement The German public auditor responsible for the engagement is Alexander Bock. 5,395 Income taxes [11] (1,448) (1,140) Income before minority interests 7,800 6,352 Minority interests [12] (274) (199) Net income 6,078 4,255 4,056 Income before taxes and minority interests (722) (560) (661) (334) (482) 70 97 (880) Other financial expenses Financial result (429) (478) (359) (381) [10] Other financial result 179 Earnings per share (€) 6.62 2016 Shareholders Minority BASF Group of BASF SE interests 6,352 Minority interests 6,078 4,255 4,056 199 Income before minority interests Remeasurement of defined benefit plans² 1,064 274 [5] of BASF SE 2017 Shareholders 4.42 Dilution effect (€) [5] (0.01) (0.01) Diluted earnings per share (€) BASF Group [5] 4.41 BASF Report 2017 Consolidated Financial Statements Statement of income and expense recognized in equity Statement of income and expense recognized in equity BASF Group Statement of comprehensive income¹ (million €) 6.61 76,496 226 (29) Selling expenses BASF Report 2017 Explanations in Note 2017 2016 [4] Gross profit on sales 64,475 [6] (43,929) (39,265) 20,546 18,285 [6] 57,550 (8,262) Cost of sales Statement of income (million €) Frankfurt am Main, February 21, 2018 KPMG AG Wirtschaftsprüfungsgesellschaft [Original German version signed by:] Ingmar Rega Wirtschaftsprüfer Sales revenue [German Public Auditor] 167 168 Consolidated Financial Statements Statement of income Statement of income BASF Group Alexander Bock Wirtschaftsprüfer [German Public Auditor] (17) (7,764) [6] [4] 8,522 6,275 Income from other shareholdings 31 54 Income from operations Expenses from other shareholdings Interest income Interest expenses Interest result Other financial income (60) (71) Net income from shareholdings General administrative expenses (3,133) 307 [9] (1,412) (1,337) Research and development expenses [6] (1,888) (1,863) 571 Other operating income 1,916 1,780 Other operating expenses [8] (2,949) Income from companies accounted for using the equity method [7] 1 For a reconciliation of the amounts in the statement of cash flows with the balance sheet item "cash and cash equivalents," see page 171 6 A lease is classified as a finance lease if it substantially transfers all the risks and rewards related to the leased asset. Assets subject to a finance lease are capitalized at the lower of the fair value of the leased assets or the present value of the minimum lease payments. A leasing liability is recorded in the same amount. The periodic lease payments must be divided into principal and interest components. The principal compo- nent reduces the outstanding liability, while the interest component represents an interest expense. Depreciation takes place over the shorter of the useful life of the asset or the period of the lease. Number of BASF Report 2017 Statement of equity1 (million €) Statement of equity BASF Group Statement of equity Consolidated Financial Statements 172 171 1 More information on the statement of cash flows can be found in the Management's Report (Financial Position) on page 59. Other information on cash flows can be found in Note 29 on page 229. 1,375 6,495 Cash and cash equivalents at the end of the year 2,241 1,375 Cash and cash equivalents at the beginning of the year 1 9 66 (110) (933) 5,221 (2,160) 394 Other com- (103) shares outstanding 918,478,694 In the future, expected losses on trade accounts receiv- able at BASF will largely be calculated on the basis of internal or external customer ratings and the associated probability of default. (2,755) (2,755) Changes to income and expense Net income Dividend paid achieved in stages Effects of acquisitions 32,568 761 31,807 Equity Minority interests BASF SE Equity of share- holders of prehensive income² (4,014) 31,515 3,130 earnings surplus Retained Capital Subscribed capital 1,176 As of January 1, 2017 (118)³ (118) (2,755) Payments made for acquisitions (1,389) (748) (4,145) (3,996) Payments made for financial assets and securities Payments made for property, plant and equipment and intangible assets 7,717 8,785 Cash provided by operating activities (187) (112) Gains (-)/losses (+) from disposal of noncurrent assets and securities (547) (227) Changes in pension provisions, defined benefit assets and other items 926 618 Changes in operating liabilities and other provisions (640) (870) Changes in receivables (182) (150) (2,664) (2,828) 177 (6,954) (5,324) 7,533 8,572 28 19 changes in scope of consolidation From foreign exchange rates Change in cash and cash equivalents Cash provided by/used in financing activities Net changes in cash and cash equivalents minority shareholders To shareholders of BASF SE Dividends paid Repayment of financial and similar liabilities Additions to financial and similar liabilities Capital increases/repayments and other equity transactions (6,490) (3,958) Cash used in investing activities 1,208 759 Payments received from the disposal of noncurrent assets and securities 664 Payments received for divestitures (915) (2,873) 6,078 General information 1.1 173 Consolidated Financial Statements Notes - Policies and scope of consolidation 1 Summary of accounting policies Policies and scope of consolidation BASF Report 2017 4 Granting of BASF shares under the BASF share program "plus" 3 Including profit and loss transfers 2 Details are provided in the table "Income and expense recognized in equity" on page 169. 1 For more information on the items relating to equity, see Notes 19 and 20 from page 209 onward 32,568 761 31,807 (4,014) 31,515 3,130 17 25 (8) 3 (11)4 (482) BASF SE (registered at the district trade register, or Amts- gericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. 11 The Consolidated Financial Statements of BASF SE as of December 31, 2017 have been prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) and section 315a (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2017 fiscal year, all of the binding IFRSS and pronouncements of the International Financial Reporting Interpretations Committee (IFRIC) were applied. The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. The accounting policies applied are largely the same as those used in 2016, with the exception of any changes arising from the application of new or revised standards. IFRS 9 also contains new requirements for the application of hedge accounting to better present an entity's risk manage- ment activities, in particular with respect to the management of nonfinancial risks. In the future, impairments are to be recognized for financial assets not measured at fair value through profit or loss considering expected credit losses based on the change in the default risk of the counterparties. The impairment approach generally adopts a three-stage model to calculate impairment losses. A simplified approach, which applies to certain financial instruments such as trade accounts receivable, uses a two-stage model to assess impairment losses. BASF Report 2017 Notes - Policies and scope of consolidation Consolidated Financial Statements 174 IFRS 9 retains "amortized cost" and "fair value" as measurement paradigms for financial instruments, and continues to differentiate between changes in fair value recog- nized through profit or loss or other comprehensive income. Whether financial assets are measured at amortized cost or fair value will depend on the business model for managing financial asset portfolios, and on the cash flow condition (the solely payments of principle and interest criterion), that is, the contractual cash flow characteristics of an individual financial asset. The IASB published the final version of IFRS 9 – Financial Instruments on July 24, 2014. IFRS 9 contains new require- ments for the classification and measurement of financial instruments, fundamental changes regarding the accounting treatment of impairments of certain assets, and a revised approach to hedge accounting. The European Union endorsed the standard on November 29, 2016. First-time adoption of IFRS 9 is effective in the first business year beginning on or after January 1, 2018. Consequently, BASF will apply IFRS 9 for the first time as of January 1, 2018. IFRS 9 - Financial Instruments The effects on the BASF Group financial statements of the IFRSS and IFRICs not yet in force or not yet endorsed by the European Union in 2017 were reviewed and are explained below. IFRSS and IFRICS not yet to be considered Annual Improvements to IFRSS (2014-2016): Three IFRSS were amended in the Annual Improvements to IFRSS (2014- 2016), of which only the following had to be applied in 2017: In IFRS 12, it was clarified that disclosures pursuant to IFRS 12 generally also apply to an entity's interests in subsidiaries, joint ventures and associated companies that are classified as held for sale in accordance with IFRS 5, with the exception of the disclosures outlined in IFRS 12.B10-B16 (Financial Informa- tion). The clarification is not expected to have any material effect on BASF. The amendments to IAS 12 mainly aim to clarify how to account for deferred tax assets for unrealized losses related to assets measured at fair value. The application of the amend- ments has no material effect on BASF. assets for unrealized losses Recognition of deferred tax - Amendments to IAS 12 For reconciliation reporting, see Note 29 from page 229 onward The amendments aim to improve the information provided about changes to an entity's liabilities arising from financing activities. They specify that an entity must disclose changes to financial liabilities and related financial assets for which payments received and payments made are shown under cash provided by/used in financing activities in the statement of cash flows. Amendments to IAS 7 - Disclosure Initiative Accounting policies applied for the first time in 2017 1.2 Changes in accounting principles In its meeting on February 19, 2018, the Board of Execu- tive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for review and approval, and released them for publication. The Consolidated Financial Statements are presented in euros. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. 6,078 (493) 4,255 34,756 919 33,837 (5,282) 34,826 3,117 1,176 918,478,694 As of December 31, 2017 64 89 (25) (12) (13)4 consolidation and other changes Changes in scope of (1,355) (87) (1,268) (1,268) recognized directly in equity 6,352 274 As of January 1, 2016 (493) 918,478,694 3,141 199 4,056 4,056 (2,767) (103)³ (2,664) (2,664) 1,176 918,478,694 As of December 31, 2016 consolidation and other changes Changes in scope of recognized directly in equity Changes to income and expense Net income Dividend paid achieved in stages Effects of acquisitions 31,545 629 30,916 (3,521) 30,120 1,176 The new requirements for classification and measurement can also have an impact on the accounting treatment of other shareholdings, which must be measured only at fair value in accordance with IFRS 9.B5.2.3 in the future. Changes in inventories 4,213 Notes - Policies and scope of consolidation BASF Report 2017 Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Internally generated intangible assets primarily com- prise internally developed software. Such software and other internally generated assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangi- ble assets also include an appropriate portion of overhead costs. The estimated useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. The weighted average amortization periods of intangible assets amounted to: Average amortization in years Goodwill is only written down if there is an impairment. Impairment testing takes place once a year and whenever there is an indication of an impairment. Impairment reversals are not conducted for goodwill. Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully written off in the year of acquisition. The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Consolidated Financial Statements Expenditures related to the scheduled maintenance of large-scale plants are separately capitalized and depreciated using the straight-line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets when an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. Weighted average depreciation in years 2017 2016 2017 2016 Distribution, supply and similar rights 15 14 Buildings and structural installations 21 Both movable and immovable fixed assets are for the most part depreciated using the straight-line method, with the exception of production licenses and plants in the Oil & Gas segment, which are primarily depreciated based on use in accordance with the unit of production method. The estimated useful lives and depreciation methods of property, plant and equipment are based on historical values, plans and estimates. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The weighted average depreciation periods were as follows: 178 Acquired intangible assets (excluding goodwill) with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Assets Norway (NOK) 9.84 9.09 9.33 9.29 Russia (RUB) 69.39 64.30 65.92 74.14 Switzerland (CHF) South Korea (KRW) United States (USD) 1.17 1.07 1.11 1,279.61 1.20 1,269.36 1.05 1,276.52 1.13 1.09 1,284.18 1.11 1.4 Accounting policies Revenue recognition Revenues from the sale of goods or the rendering of services are recognized upon the transfer of ownership and risk to the buyer. They are measured at the fair value of the consideration received. Sales revenues are reported without consumption taxes. Expected rebates and other trade discounts are ac- crued or deducted. Provisions are recognized according to the principle of individual measurement to cover probable risks related to the return of products, future warranty obligations and other claims. Revenues from the sale of precious metals to industrial customers are recognized at the time of shipment and the corresponding purchase prices are recorded at cost of sales. In the trading of precious metals and their derivatives with broker-traders, where there is usually no physical delivery, revenues are netted against their corresponding costs. Revenues from marketing the natural gas from the Yuzhno Russkoye gas field are treated in the same manner. Income relating to the sale or licensing of technologies or technological expertise are recognized in the income state- ment according to the contractually agreed-upon transfer of the rights and obligations associated with those technologies. 22 Product rights, licenses and trademarks 20 19 Investments accounted for using the equity-method: The carrying amounts of these companies are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a permanent reduction in the value of an investment, an impair- ment is recognized in the income statement. Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or fair value of the sales product which forms the basis for the net realizable value is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. In addition to direct costs, cost of conversion includes an appropriate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. The exception made by IAS 2 for traders is applied to the measurement of precious metal inventories. Accordingly, inventories held exclusively for trading purposes are to be measured at fair value less costs to sell. All changes in value are recognized in the income statement. Deferred taxes: Deferred taxes are recorded for tempo- rary differences between the carrying amount of assets and liabilities in the financial statements and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. This also comprises temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority and have the same maturities. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the estimated probability of a reversal of the differences and the assessment of the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. The valuation of deferred tax assets is based on internal projections of the future earnings of the particular Group company. 179 180 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2017 Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income if the underlying trans- action is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions which are planned for the following year if these distributions lead to a reversal of temporary differences. For more information, see Note 11 from page 198 onward Financial instruments Financial assets and financial liabilities are recognized in the balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the financial asset, with all risks and rewards of ownership, is transferred. Financial liabilities are derecognized when the contractual obligations expire, are discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metals trading, the day of trading is used. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When pricing on an active market is available, for example share prices, these are used as the basis for the measurement. Otherwise, the measurement is based on internal measurement models using current market parameters or external measurements, for example, from banks. These internal measurements predominantly use the net present value method and option pricing models. If there is objective evidence of a permanent impairment of a financial instrument that is not measured at fair value through profit or loss, an impairment loss is recognized. If the reason for the impairment of loans and receivables as well as held-to-maturity financial instruments no longer exists, the impairment is reversed up to the amortized cost and recog- nized in the income statement. Impairments on financial instruments are booked in separate accounts. Financial assets and liabilities are divided into the following measurement categories: - Financial assets and liabilities at fair value recognized in the income statement consist of derivatives and other trading instruments. At BASF, this measurement category only includes derivatives. Derivatives are reported in other receivables and miscellaneous assets or other liabilities. BASF does not make use of the fair value option under IAS 39. The calculation of fair values is based on market parameters or measurement models based on such param- eters. In some exceptional cases, the fair value is calculated using parameters which are not observable on the market. - Loans and receivables comprise financial assets with fixed or determinable payments, which are not quoted on an active market and are not derivatives or classified as avail- able-for-sale. This measurement category includes trade accounts receivable as well as other receivables and loans reported under other receivables and miscellaneous assets. Initial measurement is done at fair value, which generally matches the nominal value of the receivable or loan. Inter- est-free and low-interest long-term loans and receivables are recorded at present value. Subsequent measurement recognized in income is generally made at amortized cost using the effective interest method. If there is objective evidence for an impairment of a receiv- able or loan, an individual valuation allowance is made. When assessing the need for a valuation allowance, regional and sector-specific conditions are considered. In addition, use is made of internal and external ratings as well as the assessments of debt collection agencies and credit insurers, when available. A portion of receivables is covered by credit insurance. Bank guarantees and letters of credit are used to an insignificant extent. Valuation allowances are only recognized for those receivables which are not covered by insurance or other collateral. The valuation allowances for receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. Write- downs are based on historical values relating to customer solvency and the age, period overdue, insurance policies and customer-specific risks. In addition, a valuation allowance must be recognized when the contractual condi- tions which form the basis for the receivable are changed through renegotiation in such a way that the present value of the future cash flows decreases. Furthermore, valuation allowances are made on receiv- ables based on transfer risks for certain countries. If, in a subsequent period, the amount of the valuation allowance decreases and the decrease can be related objectively to an event occurring after the valuation allowance was made, then it is reversed in the income statement. Reversals of valuation allowances may not exceed amortized cost. Loans and receivables are derecognized when they are definitively found to be uncollectible. Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and dissolved over the underlying period. 20.67 Borrowing costs: Borrowing costs directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the time period necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. The borrowing costs were calculated based on a rate of 2.0% (2016: 2.5%) and adjusted on a country-specific basis, if necessary. All other borrowing costs are recognized as an expense in the period in which they are incurred. Assets subject to operating leases are not capitalized. Lease payments are recognized in the income statement in the period they are incurred. Machinery and technical equipment 10 10 Know-how, patents and production technologies 15 14 Long-distance natural gas pipelines Miscellaneous equipment and fixtures 25 25 6 7 Internally generated intangible assets Other rights and values 4 4 5 5 Emission rights: Emission right certificates, granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other coun- tries, are recognized on the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. An impairment is recognized for the difference between the carry- ing amount and the recoverable amount. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. BASF Report 2017 Consolidated Financial Statements Notes - Policies and scope of consolidation Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or acquisition cost less depreciation. Leases: A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period of time in return for a payment or series of payments. Leasing contracts are classified as either finance or operating leases. Leases can be embedded within other contracts. If sepa- ration is required under IFRS, then the embedded lease is recorded separately from its host contract and each component of the contract is carried and measured in accor- dance with the applicable regulations. 4,291 21.32 23.66 Long-term interests in asso- On October 12, 2017, the IASB published amendments to IAS 28 on long-term interests in associated companies and joint ventures. These amendments clarify that IFRS 9 is to be applied to long-term interests in associated companies or joint ventures that are not accounted for using the equity method. The amendment subject to E.U. endorsement - is man- datory as of January 1, 2019. The effects are explained under IFRS 9 Financial Instruments in Note 1.2: Changes in accounting principles. - The IASB issued further amendments to standards and interpretations whose application is not yet mandatory and is still subject to E.U. endorsement. These amendments are unlikely to have a material impact on the reporting of BASF SE. BASF does not plan on early adoption of these amendments. Amendments to IFRS 10 and IAS 28 - Sale or Contribu- tion of Assets between an Investor and its Associate or Joint Venture The IASB issued amendments to IFRS 10 and IAS 28 on September 11, 2014. The amendments address a known inconsistency between the requirements of IFRS 10 and IAS 28 (2011) in the case of the sale of an asset to an associated company or a joint venture or the contribution of an asset to an associated company or a joint venture. IASB has postponed the effective date of the changes indefinitely. - Amendments to IFRS 2 Classification and Measure- ment of Share-Based Payment Transactions: The amendments involve a number of individual issues pertain- ing to the accounting of cash-settled share-based payment transactions. The amendments relate to the calculation of fair value of obligations arising from share-based payment transactions. The amendments are - pending E.U. endorse- ment to be applied to compensation granted or changed in business years beginning on or after January 1, 2018. Amendments to IFRS 9 - Financial assets with a prepay- ment feature with negative compensation: The amendments pertain to a limited adjustment of the relevant criteria for the classification of financial assets. Financial assets with a prepayment feature with negative compensation may be recognized under certain conditions at amortized cost or at fair value through other comprehensive income instead of at fair value through profit and loss. The amendments are · subject to E.U. endorsement effective on January 1, 2019. Supplementary information on IFRIC 22 - Foreign Cur- rency Transactions and Advance Consideration: IFRIC 22 addresses an application question for IAS 21 - The Effects of Changes in Foreign Exchange Rates. It clarifies the point in time for determining the exchange rate used to translate for- eign-currency transactions containing advance payments that have been made or received. The underlying asset, income or expense is translated using the relevant exchange rate on the date on which the asset or liability resulting from the prepay- ment was first recognized. The interpretation is – pending E.U. endorsement - to be applied in the first reporting period of a business year beginning on or after January 1, 2018. 175 176 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2017 - IFRIC 23 Uncertainty over Income Tax Treatments: IFRIC 23 expands on the requirements in IAS 12 on how to account for uncertainties surrounding the income tax treat- ment of circumstances and transactions. IFRIC 23 is - subject to E.U. endorsement - effective for reporting periods beginning on or after January 1, 2019. Annual Improvements to IFRSS (2015-2017): Four IFRSS were amended in the Annual Improvements to IFRSS (2015- 2017). In IFRS 3, it was clarified that when a party to a joint arrangement obtains control of a business that is a joint oper- ation and had rights to the assets and obligations for the liabil- ities relating to that joint operation immediately before the acquisition date, the transaction is a business combination achieved in stages. The acquirer shall therefore apply the requirements for a business combination achieved in stages, including remeasuring its previously held interest in the joint operation. In IFRS 11, it was clarified that when an entity obtains joint control of a business that is a joint operation and had rights to the assets and obligations for the liabilities relating to that joint operation immediately before the acquisition date, the previ- ously held interest in that business is not to be remeasured. - IAS 12 was amended to the extent that all income tax effects of dividend payments must be considered in the same Iway as the income on which the dividends are based. Amendments to IAS 28 ciates and joint ventures BASF has started to analyze the potential effects on its Consolidated Financial Statements and plans to make use of the practical expedients. However, it is assumed that a signifi- cant number of leasing agreements that today represent operating leases are to be reported in the balance sheet. As well as increasing BASF's total assets, the type of expenses associated with operating leases will change, as IFRS 16 replaces the straight-line expenses for operating leases with a depreciation charge for right-of-use assets and interest expenses on liabilities arising from the lease. BASF plans to recognize the adjustments arising from the transition to IFRS 16 using the modified retrospective method as a cumu- lative effect directly in other retained earnings as of Janu- ary 1, 2019 without a restatement of comparative information. For more information on leasing, see Note 28 from page 228 onward Depreciation and amortization of intangible assets, property, plant and equipment and financial assets 4,056 6,078 Net income 2016 2017 Consolidated Financial Statements Statement of cash flows Statement of cash flows¹ (million €) BASF Group Statement of cash flows BASF Report 2017 Furthermore, the new impairment model is also to be used for further financial instruments, which are not recognized at fair value through profit or loss, such as bank deposits, loan receivables and miscellaneous receivables. Internal and exter- nal ratings for the respective counterparties will also be used as a basis for calculating impairments. Since individual valua- tion allowances were not calculated for the above assets under IAS 39, the first-time adoption of IFRS 9 will lead to additional impairments. With regard to new hedge accounting regulations, BASF assumes that, in principle, all existing hedge accounting relationships can be continued under IFRS 9. In the future, BASF will measure material other sharehold- ings at fair value in accordance with IFRS 9. This is not expected to lead to a material implementation effect. The first-time adoption of IFRS 9 will take place using the modified retrospective method. BASF expects that this will result in a reduction of equity between €30 million and €40 mil- lion, which will be immediately recognized in equity on Janu- ary 1, 2018. This is primarily due to the recognition of impairments to trade accounts receivable. The expected impact constitutes an estimate, which can deviate from the actual impact. IFRS 15 - Revenues from Contracts with Customers The IASB published the new standard on revenue recognition, IFRS 15, on May 28, 2014. The endorsement by the European Union was issued in the third quarter of 2016. The standard particularly aims to standardize existing regulations and thus improve transparency and comparability of financial informa- tion. According to IFRS 15, sales revenue is recognized when control of the agreed-upon goods or services and the benefits obtainable from them are transferred to the customer. Sales revenue is measured at the amount the entity expects to receive in exchange for goods and services. The rules and definitions of IFRS 15 supersede the content of IAS 11, IAS 18, and IFRIC 13. The new standard will be effective for reporting periods beginning on or after January 1, 2018. The potential impact of the new standard, including the subseqent clarifica- tions adopted, on BASF's net assets, financial position and results of operations, was assessed. For this purpose, a Group-wide analysis was conducted. Its analysis revealed that the balance sheet presentation of sales revenue from licenses, which is realized over a period of time, will change under IFRS 15. This is currently accounted for as deferred income. Under IFRS 15, this will be presented in a new balance sheet item, contract liabilities. A reclassi- fication of approximately €100 million is expected as of Janu- ary 1, 2018 in connection with the transition to IFRS 15. Based on its analyses, BASF does not expect any further material effects on its results of operations or net assets. IFRS 15 will have a minor impact on BASF, as contracts with customers of BASF generally only give rise to a single performance obligation in each case, which is to be fulfilled at a certain point in time. BASF will apply IFRS 15 for the first time from January 1, 2018. The modified retrospective method will be used for first- time adoption. The introduction of the new standard will lead to changes in the balance sheet in the form of the new balance sheet items "contract assets" and "contract liabilities," as well as additional quantitative and qualitative disclosures in the notes. IFRS 16 - Leases The IASB published the new standard on leasing, IFRS 16, on January 13, 2016. The rules and definitions of IFRS 16 super- sede the content of IAS 17, IFRIC 4, SIC 15 and SIC 27. The standard requires an accounting model for a lessee that recognizes all right-of-use assets and liabilities from lease agreements in the balance sheet, unless the term is twelve months or less or the underlying asset is of low value (up to $5,000). As for the lessor, the new standard substantially carries forward the accounting requirements of IAS 17 - Leases. The European Union endorsed the new standard in the fourth quarter of 2017. The new standard will be effective for report- ing periods beginning on or after January 1, 2019. BASF does not plan on an early adoption of these amendments. BASF Report 2017 Consolidated Financial Statements Notes - Policies and scope of consolidation Annual Improvements to IFRSS (2014-2016): Three IFRSS were amended in the Annual Improvements to IFRSS (2014- 2016) of which both the following amendments are mandatory as of January 1, 2018: In IAS 28, it was clarified that the elec- tion to measure an investment in an associated company or a joint venture held by an entity that is a venture capital organization or other qualifying entity, can be exercised on an investment-by-investment basis. The short-term exemptions in IFRS 1, Appendix E (IFRS 1.E3-E7) for first-time IFRS users were deleted. The amendments were endorsed by the European Union in the first quarter of 2018. They are not expected to have any material effect on BASF. 21.77 Finally, in IAS 23, it was determined that when entities borrow funds in general for the acquisition of qualifiying assets that those costs for borrowed capital specifically for the acquisition of qualifying assets should not be considered in the determination of the financing rate until their completion. 1.3 Group accounting principles Brazil (BRL) China (CNY) Great Britain (GBP) Japan (JPY) 3.97 3.43 3.60 3.86 7.80 7.32 7.63 7.35 0.89 0.86 0.88 0.82 135.01 123.40 126.68 120.20 Malaysia (MYR) 4.85 4.73 4.85 4.58 Mexico (MXN) 2016 2017 2016 Transactions between consolidated companies as well as intercompany profits resulting from trade between consoli- dated companies are eliminated in full; for joint operations, they are proportionally eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. "Control" of an investee assumes the simultaneous fulfillment of the following three criteria: - The parent company holds decision-making power over the relevant activities of the investee - The parent company has rights to variable returns from the investee - The parent company can use its decision-making power to affect the variable returns Based on corporate governance and potential supplementary agreements, companies are analyzed for their relevant activities and variable returns, and the link between the vari- able returns and the extent to which their relevant activities could be influenced. According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations as per IFRS 11. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consoli- dated and all material joint operations on a proportionally consolidated basis. Companies whose business is dormant or of low volume, and are of minor importance for the presenta- tion of a true and fair view of the net assets, financial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at the Group level. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Equity-accounted income is reported as part of income from operations (EBIT). Consolidation methods: Assets and liabilities of consoli- dated companies are uniformly recognized and measured in accordance with the principles described herein. For equity- accounted companies, material deviations in measurement resulting from the application of other accounting principles are adjusted for. The amendments are - subject to E.U. endorsement - to be applied for the first time in the reporting period beginning on or after January 1, 2019. With the introduction of the cash flow condition in IFRS 9, which must be considered in the classification of financial assets, it could happen that financial assets measured at amortized cost or at fair value through other comprehensive income according to IAS 39 are to be recognized at fair value through profit or loss in the future. At BASF, this will mainly impact securities that are currently classified as available-for- sale financial assets and thus measured at fair value through other comprehensive income. Consolidated Financial Statements Notes - Policies and scope of consolidation 177 Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Finally, the acquisition cost is compared with the proportional share of the net assets acquired at fair value. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. Foreign currency translations: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date of the transaction. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement, and reported under other operating expenses or income, other financial result, and in the case of available-for- sale financial assets, in other comprehensive income. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported separately in equity under other comprehensive income (translation adjustments) and is recognized in income only upon the company's disposal. For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, the translation into the functional currency of financial statements prepared in the local currency is done according to the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. Selected exchange rates (€1 equals) Closing rates Dec. 31, Dec. 31, Average rates 2017 BASF Report 2017 290 , Dr. Kurt Bock discussing business in South America, the opportunities of digitalization and future prospects with young leaders in Brazil. The content of this paragraph (symbol at the end of the paragraph) or section (symbol below the section) is not part of the statutory audit of the annual financial statements but has undergone a separate audit with limited assurance by our auditor. You can find more information on our website. You can find more information in this report. The following symbols indicate important information for the reader: Further information This integrated report documents BASF's economic, environmental and social performance in 2017. We use examples to illustrate how sustainability contributes to BASF's long-term success and how we as a company create value for our customers, employees, shareholders, business partners, neighbors and the public. Integrated reporting BASF Report 2017 About This Report About This Report 2 received by external compliance hotlines phone calls and emails Our results €64.5 billion in sales, of which over €9 billion from innovations that we have launched in the past five years €8.5 billion in EBIT €8.3 billion If the symbol is underlined, it is relevant to the entire chapter. in EBIT before special items This paragraph (symbol at the end of the paragraph) or section (symbol below the section) shows how the 10 principles of the U.N. Global Compact are implemented in line with the Blueprint for Corporate Sustainability Leadership. The BASF Report online For more information on the Global Reporting Initiative, see globalreporting.org The focus of sustainability reporting and the limits of this report are based on our materiality analysis together with a strategic internal evaluation defining focus areas along the val- ue chain. The information on the financial position and performance of the BASF Group comply with the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code, German Accounting Stan- dards (GAS) and the guidelines on alternative performance measures from the European Securities and Markets Authority (ESMA). Internal control mechanisms ensure the reliability of the information presented in this report. BASF's management confirmed the effectiveness of the internal control measures and compliance with the regulations for financial reporting. ■ Sustainability reporting focused on material topics ■ Financial reporting according to International Financial Reporting Standards (IFRS), the German Commercial Code and German Accounting Standards (GAS) Requirements and topics IIRC framework, see "How we create value" in the introduction For a visualization of BASF's business model based on the The GRI and Global Compact Index can be found at basf.com/en/gri-gc For more information on sustainability, see basf.com/sustainability For more information on the Global Compact, the implementation of the Global Compact principles, Global Compact LEAD and Blueprint for Corporate Sustainability Leadership, see globalcompact.org and basf.com/en/global-compact The 2017 Online Report can be found at basf.com/report We have been active in the International Integrated Reporting Council (IIRC) since 2014 in order to discuss our experiences of integrated reporting with other stakeholders and at the same time, receive inspiration for enhancing our reporting. This report addresses elements of the IIRC frame- work by, for example, providing an illustrative overview of how we create value or demonstrating the relationships between financial and nonfinancial performance in the sec- tions on the segments. The information in the BASF Report 2017 also serves as a progress report on BASF's implementa- tion of the 10 principles of the United Nations Global Compact and takes into consideration the Blueprint for Corporate Sus- tainability Leadership of the Global Compact LEAD platform. The GRI and Global Compact Index can be found in the online report and provides information on GRI indicators, topics relevant to the U.N. Global Compact principles and the results of the audit of this information in the form of an assurance report by KPMG AG Wirtschaftsprüfungsgesellschaft. Our sustainability reporting has been based on Global Reporting Initiative (GRI) standards since 2003. The BASF Report 2017 was prepared in accordance with the "Comprehensive" application option of the new Global Reporting Initiative Standards. The BASF Report combines the major financial and nonfinancial information necessary to thoroughly evaluate our performance. We select the report's topics based on the following reporting principles: materiality, sustainability context, completeness, balance, and stakeholder inclusion. In addition to our integrated report, we publish further information online. Links to this sup- plementary information are provided in each section. ■ Sustainability reporting is based on the international standards issued by the Global Reporting Initiative (GRI) ■ As an integrated report, the BASF Report also serves as a U.N. Global Compact progress report Content and structure About This Report 3 BASF Report 2017 PDF version available for download: basf.com/basf_report_2017.pdf HTML version with additional features: basf.com/report If the symbol is underlined, it is relevant to the entire chapter. Net income of €3.10 €6.1 billion Around 800 patents filed worldwide 20.5% Proportion of women in executive positions Proportion of non-German senior executives 38.9% €56.0 million spent on donations and sponsorship Involved in U.N. Global Compact since 2000 Around 600 universities, research institutions and companies within our global network In 1 case we terminated our collaboration with suppliers as a result of unsatisfactory sustainability performance projects in the research pipeline 3,000 Around product applications assessed and rated for aspects of sustainability dividend per share €1.4 billion in income taxes 1,766 million m3 of water discharged Greenhouse gas emissions: 22.6 million metric tons CO₂ equivalents 19.2 million MWh For more information on our selection of sustainability topics, see page 29 onward and basf.com/materiality fuel saved through Verbund system 570 million metric tons of CO2 equivalents Number of lost-time injuries per one million working hours: 1.4 0 transportation incidents with significant impact on the environment Process safety incidents: 2.0 per one million working hours 60,000 Customers' use of BASF's climate protection products avoids For more information on our control and risk management system, see page 111 onward Over GRI For nearly two decades, we have been involved in the U.N. Global Compact network and we actively support the U.N. Sustainable Development Goals. Mobility, for example, is an established part of our lives. But we also have a responsibility to design it in a sustainable way. BASF contributes to this with our lightweight plastics, high-performance catalysts and new battery materials. Around 10,000 dedicated employees worldwide work in research at BASF to develop new products for a sustainable future. We often collaborate with customers and academic partners as well as startups. We believe that innovation and sustainability are inextricably linked. In doing so, we rely on research and development, organic growth through investments in plants, and the continuous refinement of our portfolio. Operational excellence and cost discipline along our value chains also continue to be essential for our sustainable success. Our strategy provides direction for how we further develop BASF. At the core is our corporate purpose: "We create chemistry for a sustainable future." We are well aware of the needs of the fast-growing global population. More and more people need access to food and water, energy, raw materials, housing and healthcare. At the same time, the Earth's resources are limited. Our products and services contribute to reconciling the needs with the limitations. At the end of 2017, our shares were trading for €91.74. This represents a 3.9% increase over the closing price in 2016, which was also the high for that year. We propose to you that the dividend be increased by €0.10 to €3.10 per share. The BASF share would thus once more offer an attractive dividend yield of around 3.4% based on the 2017 year-end share price. In total, we plan to pay out €2.8 billion to our shareholders. The key indicator of the value we produce for you, our shareholders, is EBIT after cost of capital. This increased once again in 2017 and more than doubled to €2.7 billion. BASF achieved strong growth in all regions. We were particularly pleased with our strong growth in Asia. Our investments there in recent years are paying off. Our earnings in Asia doubled, making it the most profitable region for BASF. "For nearly two decades, we have been involved in the U.N. Global Compact network." "BASF achieved strong growth in all regions. We were particularly pleased with our strong growth in Asia." BASF Report 2017 Letter from the Chairman of the Board of Executive Directors To Our Shareholders 8 7 We significantly improved our earnings in the Oil & Gas segment, where we also benefited from the recovery in the oil price. It climbed to an average of $54 per barrel for Brent crude in 2017 versus an average price of $44 in the previous year. In an ongoing difficult market environment, our Agricultural Solutions segment was nearly able to match the 2016 results thanks to a strong fourth quarter. In light of our promising research pipeline, we take an optimistic view of the future. Our earnings rose even more sharply, by around one-third. Our EBIT before special items came in at €8.3 billion, with a significant contribution coming from the Chemicals segment. Higher margins and volumes in the basic chemicals and intermediates businesses more than offset the lower margins in our businesses that are closer to customers. Overall, our earnings in the chemicals business were significantly higher than in the previous year. Economic activity picked up in many countries in 2017. We took advantage of this upturn and markedly increased our sales and earnings compared with the previous year. We sold higher volumes in all segments and divisions. For basic chemicals in particular, we also increased our prices significantly. Overall, our sales grew by 12%. One contributing factor was the Chemetall business acquired in December 2016, which comprises tailor-made solutions for metals surface treatment. The positive development of our business is driven by the performance of our skilled and dedicated team at BASF. On behalf of the Board of Executive Directors, I sincerely thank all employees worldwide for their contribution to BASF's success. Looking back, 2017 was a successful business year in which BASF significantly exceeded its earnings targets. We achieved strong growth and were able to further increase our profitability. Moreover, we laid important groundwork for BASF's future development : - in terms of both people and strategy. With the acquisitions announced for 2018 we want to further strengthen our company. We are ensuring our future competitiveness. Letter from the Chairman of the Board of Executive Directors In order to strengthen our capacity for innovation, we also utilize the opportunities offered by digitalization. We are increasingly using digital technologies throughout our value chains. This helps us to design our processes more effectively and efficiently. At our sites around the globe, we combine data with modern analytics. At our Verbund site Ludwigshafen, for example, we use predictive maintenance techniques at our steam cracker, the heart of our production. Several thousand sensors record process data, such as temperature and pressure, around the clock. This makes it easier for us to optimally operate and monitor the plants. Another example is our digital business models - such as services, platform solutions and licenses that customers obtain from us and use - which create additional value for our customers and for BASF. BASF Report 2017 To Our Shareholders Letter from the Chairman of the Board of Executive Directors UN GLOBAL Chairman of the Board of Executive Directors Dr. Kurt Bock BASF Report 2017 Saori Dubourg testing MaglisⓇ Agronomic Advice in a rapeseed oil field with a BASF employee. This digital application helps farmers to make more informed decisions during the growing season. Saori Dubourg The Board of Executive Directors of BASF SE The Board of Executive Directors of BASF SE To Our Shareholders 10 To Our Shareholders 9 "In the past year we made important decisions for the development of our portfolio." Kurt Bock Nert Barcl Yours, Despite a number of political risks, we expect economic conditions to be solid in 2018. We anticipate that the global economy and chemical production will grow at the same pace as in 2017. We assume an average oil price of $65 per barrel for Brent crude and an average annual exchange rate of $1.20 per euro for 2018. In December 2017, we announced fundamental changes for our oil and gas activities. BASF and the LetterOne group plan to merge their respective oil and gas businesses in a joint venture. The new company, Wintershall DEA, should be one of the largest independent exploration and production companies in Europe, with excellent growth prospects. We plan to list the company on the stock exchange in the medium term. However, we also divest businesses when we believe they could be more successful in a different constellation. At the end of September 2017, we transferred our business with leather chemicals to the Stahl Group, a leading producer of process chemicals for leather products. In return, we now hold a 16% share in the Stahl Group. These two transactions exemplify our strategy of broadening BASF's portfolio by adding fast-growing, cyclically resilient businesses. Innovations play a major role in this, as they enable us to offer our customers specific and sustainable solutions for their particular applications. We want to bolster our Agricultural Solutions segment with the acquisition of significant parts of Bayer's seed and herbicide businesses. These will be an excellent complement to our well-established and successful crop protection business and our biotechnology activities. With this acquisition we aim to expand our offerings for farmers. We want to enter into the seed business with proprietary assets in key agricultural markets, which will also allow us to more quickly implement the results of our seed research. In the past year we made important decisions for the development of our portfolio. We plan to acquire Solvay's global polyamide business. This will expand our range of engineering plastics for the transportation, construction and consumer goods industries and will strengthen our access to raw materials. Furthermore, we also expect to improve our access to key growth markets in Asia and South America. "I am very optimistic about the future development of our company, which the BASF team will shape with great élan." Dear Shareholder, I am also very optimistic about the future development of our company, which the BASF team will shape with great élan. Everyone contributes his or her own experiences, perspectives, ideas and skills at work each day. My successor, Martin Brudermüller, has what it takes to maintain our successful track record and advance the company. I am convinced that BASF will continue to seize opportunities in the future. To Our Shareholders External audit and evaluation For more information on companies accounted for in the Consolidated Financial Statements, see the Notes from page 173 onward For more information on emissions, see page 104 onward The Consolidated Financial Statements begin on page 159 The list of shares held can be found at basf.com/en/governance In the section "Environment, Health, Safety and Security," we report all data on the emissions and waste of the world- wide production sites of BASF SE, its subsidiaries, and joint operations based on our interest. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management, are compiled worldwide regardless of our interest and reported in full. Unless otherwise indicated, further data on social responsibility and transportation safety refers to BASF SE and its consolidated subsidiaries. The section "Working at BASF" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2017. Our data collection methods for environmental protection and occupational safety are based on the recommendations of the European Chemical Industry Council (CEFIC). BASF Group's scope of consolidation for its financial reporting comprises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated material subsidiaries and proportionally included joint opera- tions. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements and are thus not included in the scope of consolidation. All information and bases for calculation in this report are founded on national and international standards for financial and sustainability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. The reporting period was the 2017 business year. Relevant information is included up to the editorial deadline of February 21, 2018. The report is published each year in English and German. The report is published each year in English and German ■ ■ Relevant information included up to the editorial deadline of February 21, 2018 Data Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consolidated Financial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements including the Notes is based on the likewise audited financial statements of the BASF Group companies. BASF Report 2017 4 GOLD Community PARTICIPANT LEAD Global Compact COMPACT GLOBAL WE SUPPORT BASF Report 2017 COMPACT About This Report Statements and figures pertaining to sustainability in the Management's Report and Consolidated Financial Statements are also audited. The audit with limited assurance was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. The additional content provided on the BASF internet sites indicated in this report is not part of the information audited by KPMG. BASF The Independent Auditor's Report can be found on page 162 An assurance report on the sustainability information in the BASF Report 2017 can be found at basf.com/sustainability_information BASF on the capital market 14 The Supervisory Board also engaged KPMG with a substantive audit with limited assurance of the nonfinancial statement (NFS). 10 The Board of Executive Directors of BASF SE 7 the Board of Executive Directors 245 235 Supplementary Information on the Oil & Gas Segment Overviews 159 Letter from the Chairman of 125 17 Corporate Governance Management's Report An assurance report on the substantive audit of the NFS can be found at basf.com/nfs-audit To Our Shareholders 1 Forward-looking statements and forecasts Consolidated Financial Statements This report contains forward-looking statements. These state- ments are based on current estimates and projections of BASF management and currently available information. Future statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such factors include those discussed in the Opportunities and Risks Report from pages 111 to 118. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. Proportionally consolidated joint operations particularly com- prise: 2.2 Joint Operations Other financial obligations 0.0 2 Total equity and liabilities (6) Thereof financial indebtedness 0.1 4 0.0 - Ellba C.V., Rotterdam, Netherlands, which is operated jointly with Shell and produces propylene oxide and styrene 2 0.0 monomer 2.3 Joint ventures and associated companies BASF has shareholdings in two material joint ventures. BASF-YPC Company Ltd., Nanjing, China, is operated by BASF together with its partner Sinopec at the Verbund site in Nanjing. BASF's share is 50%. - BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is operated jointly with The Dow Chemical Company to produce propylene oxide Current assets 1,181 0.1 Noncurrent assets. 2017 Balance sheet Financial information on the W & G Infrastruktur Finanzierungs group, Kassel, Germany (100%) (million €) Financial information on BASF-YPC Company Ltd., Nanjing, China (100%) (million €) BASF Report 2017 Notes - Policies and scope of consolidation Consolidated Financial Statements 186 185 A majority of the activities in the Oil & Gas segment's Exploration & Production business sector take place through joint activities, which are not incorporated in separate com- panies. This primarily relates to activities in Germany, Norway and Argentina. These are generally accounted for as joint operations in accordance with IFRS 11 and contribute the largest part of the sales, depreciation and amortization, and fixed assets in the Oil & Gas segment. BASF holds a 50% share in each of these companies and controls them jointly with the respective partner. The com- panies sell their products directly to the partners. The partners ensure the ongoing financing of the companies by purchasing the production. They were therefore classified as joint operations in accordance with IFRS 11. - AO Achimgaz, Novy Urengoy, Russia, which is jointly operated with Gazprom for the production of natural gas and condensate (17) (3) Thereof financial indebtedness Thereof cash and cash equivalents 0.0 0.0 1 Current assets 0.0 (1) 1 Thereof property, plant and equipment 0.0 5 0.0 721 (7) 0.0 Current liabilities 0.0 0.1 0.0 0.0 8 0.0 (2) 0.0 1 3 Equity 0.0 2 0.0 (6) Assets Noncurrent liabilities Thereof marketable securities, cash and cash equivalents Total equity and liabilities 2 1 Interest income 2,357 2,162 147 impairments Interest expenses 107 Thereof financial indebtedness Depreciation, amortization and 393 282 Current liabilities 560 30 Sales (8) 23 Noncurrent assets 207 Net income Income taxes Interest expenses Interest income Income taxes impairments 2,358 2,761 Sales 114 Net income Statement of income Depreciation, amortization and 190 122 Thereof financial indebtedness Thereof financial indebtedness 842 908 Current assets 1,342 Noncurrent liabilities 923 461 1,254 Noncurrent assets Balance sheet 2016 2017 1,902 Equity 1,515 Thereof marketable securities, cash and cash equivalents 231 190 Statement of income 204 124 Noncurrent liabilities 1,760 1,756 Equity 1,902 Total equity and liabilities Thereof financial indebtedness 2,357 2,162 Assets 99 Current liabilities Assets 0.0 The intangible asset from the marketing contract for natural gas from the Yuzhno Russkoye natural gas field is amortized based on BASF's share of the produced and distributed volumes. 2 Consolidated Financial Statements 184 183 The assumptions regarding the long-term development of oil and gas prices are significant for impairment tests in the Oil & Gas segment. The internal company projections are based on an empirical analysis of the global oil and gas supply and demand. Short-term estimates up to three years also consider the current prices on active markets or forward trans- actions. In long-term estimates, assumptions are made regarding factors such as inflation, production quantities and costs as well as energy efficiency and the substitution of energy sources. Using external sources and reports, the oil and gas price estimates are regularly checked for plausibility. The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations in the Consolidated Financial Statements depends on the use of estimates, assumptions and use of discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections. They are based on the circumstances and estimates on the balance sheet date and affect the reported amounts of income and expenses during the reporting periods. These assumptions particularly concern discounted cash flows in the context of impairment tests and purchase price allocations; the determination of useful lives of property, plant and equipment and intangible assets; the carrying amount of shareholdings; and the measurement of provisions for such things as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. Use of estimates and assumptions in preparing the Consolidated Financial Statements Notes - Policies and scope of consolidation Intangible assets in the Oil & Gas segment relate primarily to exploration and production rights. During the exploration phase, these are not subject to amortization but are tested for impairment annually. When economic success is determined, the rights are amortized in accordance with the unit of production method. An Exploration and Production Sharing Agreement is a type of contract in crude oil and gas concessions whereby the expenses and profits from the exploration, development and production phases are divided between the state and one or more exploration and production companies using defined keys. The revenue BASF is entitled to under such contracts is reported as sales. Exploration expenses pertain exclusively to the Oil & Gas segment and include all costs related to areas with unproven oil or gas deposits. These include costs for the exploration of areas with possible oil or gas deposits, among others. Costs for geological and geophysical investigations are always reported under exploration expenses. In addition, this item includes valuation allowances for capitalized expenses for exploration wells which did not encounter proven reserves. Depreciation of successful exploratory drilling is reported under cost of sales. reserves. The unit of production method is used to depreciate assets from oil and gas production at the field or reservoir level. Depreciation is generally calculated on the basis of the production of the period in relation to the proven, developed Production costs include all costs incurred to operate, repair and maintain the wells as well as the associated plant and ancillary production equipment, including the associated depreciation. Exploratory drilling is generally reported under construction in progress until its success can be determined. When the presence of hydrocarbons is proven such that the economic development of the field is probable, the costs remain capitalized as suspended well costs. At least once a year, all suspended wells are assessed from an economic, technical and strategic viewpoint to see if development is still intended. If this is not the case, the capitalized costs for the well in question are impaired. When reserves are proven, the exploration wells are reclassified as machinery and technical equipment when production begins. 214 An exploration well is a well located outside of an area with proven oil and gas reserves. A development well is a well which is drilled to the depth of a reservoir of oil or gas within an area with proven reserves. BASF Report 2017 In line with global growth, the demand for oil and gas will continue to increase. Higher marginal costs of production and the currently modest levels of investment should lead to a significant increase in prices in the medium to long-term. Considering the current high levels of oil inventories and the assumption of a longer-term increase in oil supplies from the United States, the oil price scenario has been adjusted compared with the previous year and is now expected to reach $100 only by 2022. BASF's gas price scenario assumes only a moderate increase in gas prices in the E.U. in the next few years due to overcapacity in gas liquefaction (LNG). After- wards, a significant increase up to around €30/MWh (approxi- mately $11/mmBTU) is expected by 2025 as a result of further increasing demand and higher costs of new production and liquefaction projects. - One newly established company with headquarters in the South America, Africa, Middle East region - One newly established company with headquarters in Asia Pacific - Five acquired companies with headquarters in the regions Europe and North America First-time consolidations in 2017 comprised: In 2017, the scope of consolidation for the Consolidated Financial Statements encompassed 294 companies (2016: 294). Of this number, 10 companies were first-time consolida- tions (2016: 46). Since the beginning of 2017, a total of 10 companies (2016: 10) were deconsolidated due to divestiture, merger, liquidation or immateriality. Changes in scope of consolidation For planning purposes in 2018, BASF is using an average yearly price for oil of $65/bbl (Brent) and for gas of approxi- mately €16/MWh (roughly $5.5/mmBtu). 2.1 The goodwill impairment test is based on cash-generating units. At BASF, these largely correspond to the business units, or in individual cases the divisions. If there is a need for a valuation allowance, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for a valuation allowance, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impairment of the asset (excluding goodwill) is made in the amount of the differ- ence between these amounts. For more information, see Note 14 from page 201 onward the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on economic trends. The weighted average cost of capital (WACC) based on the Capital Asset Pricing Model plays an important role in impairment testing. It comprises a risk-free rate, the market risk premium and the spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Impairment tests are based on a comparison of the carry- ing amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on Impairment tests on assets are carried out whenever certain triggering events indicate that an impairment may be neces- sary. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. 2 Scope of consolidation Oil and gas production: Exploration and development expenditures are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. Groups of assets and liabilities held for sale, that is disposal groups, as well as discontinued operations held for sale: These comprise those assets and directly associated liabilities shown separately on the balance sheet whose sale in the context of a single transaction is highly probable. A transaction is estimated to be highly probable, if there are no significant risks of completion of the transaction, which usually requires the conclusion of binding contracts. The assets and liabilities of disposal groups are recognized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets which do not fall under the valua- tion principles of IFRS 5. Scheduled depreciation of noncurrent assets and the use of the equity method are suspended. Consolidated Financial Statements Notes - Policies and scope of consolidation Notes Policies and scope of consolidation Consolidated Financial Statements 182 181 The expenses and income shown in other comprehensive income are divided into two categories: Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes translation adjustments, the measurement of securities at fair value, and changes in the fair value of derivatives held to hedge future cash flows and net investments in a foreign operation. Items in other comprehensive income that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Other comprehensive income BASF Report 2017 When fair value hedges are used, the asset or liability is hedged against the risk of a change in fair value. Here, changes in the market value of the derivative financial instruments are recognized in the income statement. Furthermore, the carrying amount of the underlying transaction is adjusted by the profit or loss resulting from the hedged risk, offsetting the effect in the income statement. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of the financial guarantee. Financial guaran- tees given by BASF are measured at fair value upon initial recognition. In subsequent periods, financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation on the reporting date. Derivative financial instruments can be embedded within other contracts. If IFRS requires separation, then the embedded derivative is accounted for separately from its host contract and measured at fair value. Income from interest-bearing assets is recognized on the outstanding receivables on the balance sheet date using interest rates calculated by means of the effective interest method. Dividends from shareholdings not accounted for using the equity method are recognized when the share- holders' right to receive payment is established. – Financial liabilities which are not derivatives are initially measured at fair value, which normally corresponds to the amount received. Subsequent measurement is carried out at amortized cost, using the effective interest method. - Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. The measurement is carried out at fair value. Changes in fair value are recognized directly in equity (other comprehen- sive income) and are only recognized in the income state- ment when the assets are disposed of or have been impaired. Subsequent reversals are recognized directly in equity (other comprehensive income). Only in the case of debt instru- ments, reversals are recognized in the income statement up to the amount of the original impairment; reversals above this amount are recognized directly in equity. If the fair value of available-for-sale financial assets decreases below acqui- sition costs, the assets are impaired if the decline in value is material and can be considered lasting. The fair values are determined using market prices. Shareholdings whose fair value cannot be reliably determined are carried at acquisition cost and are written down in the case of an impairment. When determining the value of these shareholdings, the acquisition costs constitute the best estimate of their fair value. This category of shareholdings includes investments in other shareholdings, provided that these shares are not publicly traded. There are no plans to sell significant shares in these shareholdings. - Available-for-sale financial assets comprise financial assets which are not derivatives and do not fall under any of the previously stated valuation categories. This measure- ment category comprises shareholdings reported under the item other financial assets which are not accounted for using the equity method as well as short and long-term securities. Cash flow hedge accounting is applied in selected cases to hedge future transactions. The effective portion of the change in fair value of the derivative is thereby recognized directly in equity under other comprehensive income, taking deferred taxes into account. The ineffective portion is recog- nized immediately in the income statement. In the case of future transactions that will lead to a nonfinancial asset or a nonfinancial debt, the cumulative fair value changes in equity are either charged against the acquisition costs on initial recognition or recognized in profit or loss in the reporting period in which the hedged item is recorded in the income statement. For hedges based on financial assets or debts, the cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is determined based on the effective date of the future transaction. Debt Provisions for pensions and similar obligations: Provisions for pensions are based on actuarial computations made according to the projected unit credit method. In doing so, assumptions for valuation parameters include: future develop- ments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. The resulting obligations are discounted on the balance sheet date using the market yields on high-quality corporate fixed-rate bonds with a minimum of one AA rating. Similar obligations, especially those arising from commitments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. BASF Report 2017 Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of exchange, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. The measure- ment is largely based on projected cash flows. The actual cash flows can significantly deviate from these estimates. Indepen- dent external appraisals are used for the purchase price allo- cation of material business combinations. Valuations in the course of business combinations are based on existing infor- mation as of the acquisition date. Other accounting policies The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate (2017: 2.0%; 2016: 2.5%) used for calculating noncurrent provisions. Financing costs related to unwinding the discount of provisions in subsequent periods are shown in other financial result. For more information, see Note 26 on page 221 Other provisions also cover risks resulting from legal disputes and proceedings, provided the criteria for recognizing a provision are fulfilled. In order to determine the amount of the provisions, the Company takes into consideration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. The actual costs can deviate from these estimates. Provisions for long-service and anniversary bonuses are predominantly calculated based on actuarial principles. For contracts signed under early retirement programs, approved supplemental payments are accrued in installments until the end of the exemption phase at the latest. Accounting and measurement follow the German Accounting Standards Committee e. V.'s Application Note 1 (IFRS) of December 2012. Provisions are recognized for expected severance payments or similar personnel expenses as well as for demolition expenses and other charges related to restructur- ing measures that have been planned and publicly announced by management. In addition, other provisions also cover expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination from existing production or storage sites and similar measures. If BASF is the only responsible party that can be identified, the provision covers the entire expected claim. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected claim. The determination of the amount of the provision is based on the available technical information on the site, the technology used, legal regulations, and official obligations. Provisions are established for certain environmental protection measures and risks if there exists a present legal or constructive obligation arising from a past event, and the expected cash outflow can be estimated with sufficient reliability. Provisions for restoration obligations primarily concern the filling of wells and the removal of production facilities upon the termination of production in the Oil & Gas segment. When the obligation arises, the provision is measured at the present value of the future restoration costs. An asset is capitalized for the same amount as part of the carrying amount of the plant concerned and is depreciated along with the plant. The discount on the provision is unwound annually until the time of the planned restoration. Provisions for German trade income tax, German corpo- rate income tax and similar income taxes are determined and recognized in the amount necessary to meet the expected payment obligations less any prepayments that have been made. Other taxes to be assessed are considered accord- ingly. Other provisions: Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. For more information on provisions for pensions and similar obligations, see Note 22 from page 211 onward Actuarial gains and losses from changes in estimates relating to the actuarial assumptions used to calculate defined benefit obligations, the difference between standardized and actual returns on plan assets, as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The calculation of pension provisions is based on actuarial reports. - Three companies headquartered in Europe that had not been consolidated at the time of the first inclusion in the Consolidated Financial Statements. 0.0 First-time consolidations in 2016 comprised: - Two newly established companies with headquarters in the regions Asia-Pacific and North America Thereof proportionally consolidated As of December 31 Thereof proportionally consolidated 10 10 1 153 6 1 3 6 Deconsolidations 1 Thereof proportionally consolidated 46 2 10 56 71 % Million € % Million € 2016 2017 43 Sales 8 8 2 294 294 27 Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures) 1 1 3 Asia Pacific America Germany Europe North Thereof Africa, Middle East America, Consolidated Financial Statements Notes - Policies and scope of consolidation Scope of consolidation BASF Report 2017 A list of companies included in the Consolidated Financial Statements and a list of all companies in which BASF SE has a shareholding as required by section 313(2) of the German Commercial Code is provided in the List of Shares Held. For more information, see Note 3 on page 190 For more information, see basf.com/en/governance While BASF does not hold majority shares in ZAO Gazprom YRGM Trading, BASF is entitled to the earnings of the company due to profit distribution arrangements, so that the company is fully consolidated in the Group Consolidated Financial Statements. - 11 companies headquartered in all regions which had not been consolidated at the time of the first inclusion in the Consolidated Financial Statements. Thereof eight were newly established in 2016. South 2017 2016 As of January 1 2 5 First-time consolidations 7 8 2 6 Thereof proportionally consolidated 258 294 27 71 42 57 154 - 33 companies in connection with the acquisition of Chemetall registered in all regions 5 (8) 9 In 2017, BASF sold the following activities: Divestitures 2,849 155 0.7 518 - On February 28, 2017, BASF sold its inorganic specialties business to Edgewater Capital Partners LP, Cleveland, Ohio. The transaction comprised the production site in Evans City, Pennsylvania, and the product lines for special alcoholates, boranes and alkali metals manufactured there in the Inter- mediates division. 0.1 Payments made for acquisitions Total equity and liabilities Thereof financial indebtedness 1.1 162 0.4 106 66 On July 17, 2017, BASF sold its Bleaching Clay and Mineral Adsorbents businesses to EP Minerals LLC, based in Reno, Nevada. The divestiture affected one global business unit in the Catalysts division and comprises a production site as well as a bleaching clay mine in Mississippi and the mineral rights sublease for a mine in Arizona. Sixty-six employees transferred to EP Minerals LLC. On September 29, 2017, BASF completed the combination of the global leather chemicals business in the Performance Chemicals division with the Stahl group. The transaction comprised the global leather chemicals business, as well as the leather chemicals production site in L'Hospitalet, Spain. Around 210 jobs were affected worldwide, 110 of which were in Asia. Under the terms of the agreement, BASF received a 16% minority interest in the Stahl group as well as a payment; this resulted in special income. Furthermore, in the medium to long term, BASF will supply Stahl with significant volumes of leather chemicals. Million € 2016 2017 Sales Effects of divestitures The following overview shows the effects of the divestitures conducted in 2017 and 2016 in the Consolidated Financial Statements. The line item sales reflects the year-on-year decline resulting from divestitures. The impact on equity relates mainly to gains and losses from divestitures. - -On December 14, 2016, BASF sold the Coatings division's industrial coatings business to the AkzoNobel Group. The transaction included technologies, patents and trademarks, customer relationships, inventories as well as the transfer of two production sites in England and in South Africa. - On August 26, 2016, BASF sold its worldwide photoinitiator business in the Dispersions & Pigments division to IGM Resins B.V., Waalwijk, Netherlands. The transaction comprised technology, patents, trademarks, customer relationships, contracts and inventories as well as the - On June 30, 2016, BASF completed the sale of its global polyolefin catalysts business to W.R. Grace & Co., Columbia, Maryland. The transaction involved technologies, patents, trademarks and the transfer of production plants in Pasadena, Texas, and Tarragona, Spain. Around 170 employees transferred to Grace. These activities had been assigned to the Catalysts division. In 2016, BASF sold the following activities: Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2017 - On September 30, 2017, BASF concluded the sale of its production site for electrolytes in Szhou, China, to Shenzhen Capchem Technology Co. Ltd., based in Shenzhen, China. The site was allocated to the Catalysts division. photoinitiator production site in Mortara, Italy. The sale affected 120 employees worldwide. Current liabilities Thereof financial indebtedness 1.2 Current assets 6.0 3,009 0.5 243 Noncurrent assets 18 0.5 (0.1) (3) Other noncurrent assets 0.9 45 0.1 20 0.1 358 1.4 356 0.1 40 Noncurrent liabilities Equity 4.4 3,367 0.3 261 Total assets 5.9 81 0.1 5 Thereof cash and cash equivalents (460) 3 % (0.8) % Consolidated Financial Statements 190 189 seed and non-selective herbicide businesses. The assets to be acquired include Bayer's global glufosinate-ammonium busi- ness, commercialized under the Liberty®, BastaⓇ and FinaleⓇ trademarks, as well as its seed businesses for key row crops in selected markets. The transaction also covers Bayer's trait research and breeding capabilities for these crops. BASF will acquire the manufacturing sites for glufosinate-ammonium production and formulation in Germany, the United States and Canada, seed breeding facilities in the Americas and Europe as well as trait research facilities in the United States and Europe. With the acquisition, which is expected in the first half of 2018 subject to the closing of Bayer's acquisition of Monsanto and approval by the relevant authorities, BASF will expand its crop protection business, strengthen the herbicide portfolio and enter into its own seed business in key agricultural markets. More than 1,800 employees are to be transferred to BASF with the acquisition, strengthening the Crop Protection division. The purchase price amounts to €5.9 billion, subject to certain adjustments at closing. On October 13, 2017, BASF announced that it had signed an agreement on the acquisition of significant parts of Bayer's On September 18, 2017, BASF signed an agreement with the Solvay group on the acquisition of Solvay's global polyamide business. Solvay and BASF aim to close the transaction in the third quarter of 2018 after regulatory approvals have been obtained and the consent of a joint venture partner has been received. The acquisition would complement BASF's engineering plastics portfolio and expand the company's position as a solutions provider for the transportation, construction and consumer goods industries as well as for other industrial applications. BASF plans to integrate the global polyamide business into the Performance Materials and Monomers divisions. The purchase price on a cash and debt-free basis and excluding other adjustments is €1.6 billion. If the transaction is not concluded, the agreement provides for, subject to certain conditions, a payment of €150 million from BASF to Solvay. Notes - Policies and scope of consolidation Agreed-upon transactions 0.5 403 0.3 222 177 (1) (4) 701 (0.2) BASF Report 2017 On December 7, 2017, BASF signed a letter of intent with the LetterOne group on the merger of their respective oil and gas businesses in a joint venture, which would operate under the name Wintershall DEA. The definitive transaction agreements are to be negotiated over the coming months; the transaction could close in the second half of 2018, subject to the Activities not assigned to a particular division are reported in Other. These include the sale of raw materials, engineering and other services, rental income and leases, the steering of the BASF Group by corporate headquarters, and cross- divisional corporate research. Cross-divisional corporate research, to which plant biotechnology research also belongs, works on long-term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies which are of central importance for the divisions. The Oil & Gas segment comprises the division of the same name and focuses on the exploration and production in oil and gas rich regions in Europe, North Africa, Russia, South America and the Middle East. It benefits from strong partnerships and its technological expertise. In Europe, the segment is also active in the transportation of natural gas together with its Russian partner Gazprom. The Agricultural Solutions segment includes the Crop Protection division, which is active in the areas of chemical and biological crop protection, seed treatment and water management as well as for nutrient supply and combating plant stress. It offers farmers innovative solutions, including those based on digital technologies, combined with practical advice. Plant biotechnology research is not assigned to this segment; it is reported in Other. chemical and construction industries, as well as applications for household, sports and leisure. An in-depth understanding of applications, the development of innovations in close cooperation with customers, and adaptation to different regional needs are key success factors. The segment is made up of the Catalysts, Construction Chemicals, Coatings, and Performance Materials divisions. The Functional Materials & Solutions segment bundles system solutions, services and innovative products for specific sectors and customers, especially the automotive, electrical, The Chemicals segment comprises the classic chemicals business with basic chemicals and intermediates. The focus is on cost leadership in the value chains, efficient and reliable production and logistics processes, as well as process inno- vation. The segment forms the core of BASF's Production Verbund and is the starting point for a majority of the value chains. In addition to supplying the chemical industry and numerous other sectors, Chemicals ensures that other BASF segments are supplied with chemicals for producing downstream products. The Chemicals segment is composed of the Petrochemicals, Monomers and Intermediates divisions. The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Tailored solutions play a key role. They enable our customers to improve the applica- tion properties of their products or optimize production pro- cesses, for example. Close customer contact and meeting the demanding requirements of a wide range of industries are crucial to business success. As of January 1, 2017, the activities of the Monomers and Dispersions & Pigments divisions for the electronics industry were merged into the global business unit Electronic Materials in the Dispersions & Pigments division within the Performance Products segment. BASF thereby strengthens its position as a strategic partner for the large electronic producers. The 2016 figures have been restated accordingly. Intended transactions BASF's business is conducted by thirteen operating divisions aggregated into five segments for reporting purposes. The divisions are allocated to the segments based on their business models. For more information, see basf.com/en/governance audited Consolidated Financial Statements submitted to the electronic Federal Gazette. The list of shares held is also published online. The list of consolidated companies and the complete list of all companies in which BASF SE has a share as required by section 313(2) of the German Commercial Code and infor- mation for exemption of subsidiaries from accounting and disclosure obligations are an integral component of the 3 BASF Group List of Shares Held in accordance with section 313(2) of the German Commercial Code For more information, see the Management's report on page 86 onward customary regulatory approvals. There is no assurance that BASF will enter into definitive transaction agreements with LetterOne or that the intended transaction will be con- summated. Due to this uncertainty, BASF continues to report Oil & Gas as continuing operations. 4 Reporting by segment and region (63) (13) 1.4 (0.2) (48) Current assets (0.4) (97) (0.2) (64) (50) (0.5) (234) Noncurrent assets 0.2 93 (15.2) Thereof property, plant and equipment (0.3) Thereof cash and cash equivalents Total assets 467 0.7 239 1 Thereof from the asset swap with Gazprom: €10.244 million (-14.5%) Payments received from divestitures Total equity and liabilities Thereof financial indebtedness Current liabilities Thereof financial indebtedness Noncurrent liabilities Equity (0.4) (298) 0.1 45 Million € (10,718)1 3 Financial assets 155 - Wintershall Noordzee B.V., Rijswijk, Netherlands, which is operated jointly with Gazprom (BASF interest: 50%); Non-material joint ventures accounted for using the equity method particularly comprise: 187 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2017 Additionally, W & G Infrastruktur Finanzierungs-GmbH has become party to the financing arrangement previously between WIGA Transport Beteiligungs-GmbH & Co. KG and an international banking consortium; besides WIGA Transport Beteiligungs-GmbH & Co. KG, W & G Infrastruktur Finan- zierungs-GmbH functions as a further debtor and assumed €925 million of financial liabilities previously held by WIGA Transport Beteiligungs-GmbH & Co. KG against a transfer of loan receivables to GASCADE Gastransport GmbH and NEL Gastransport GmbH as well as cash. This was deposited in BASF's cash pool. In doing so, W & G Infrastruktur Finanzierungs-GmbH effectively took over the financing func- tion for both of these companies operating in the regulated gas transportation business. – N.E. Chemcat Corporation, Tokyo, Japan, which is operated jointly with the partner Sumitomo Metal Mining Co. Ltd. (BASF interest: 50%); 1 The disclosures also contain effects from the transfer of GASCADE Gastransport GmbH and NEL Gastransport GmbH to W & G Infrastruktur Finanzierungs-GmbH. 881 879 Carrying amount according to the equity method as of the end of the year Carrying amount according to the equity method as of the beginning of the year Other adjustments of income and expenses (27) W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany, a joint venture between BASF and Gazprom for the bundling of the regulated gas transportation business (BASF interest: 50%), was established in August 2017. Effective November 30, 2017, GASCADE Gastransport GmbH, Kassel, Germany, which was reported as a material associated company in the previous year, and NEL Gastransport GmbH, Kassel, Ger- Imany, which was reported as a non-material associated company in the previous year, were transferred from W & G Transport Holding GmbH to W & G Infrastruktur Finanzierungs-GmbH. (179) - Heesung Catalysts Corporation, Seoul, South Korea, which is operated jointly with the partner Heesung (BASF interest: 50%). Non-material associated companies accounted for using the equity method (BASF interest) (million €) 209 120 Total comprehensive income 100 (31) Proportional change of other comprehensive income Non-material joint ventures accounted for using the equity method (BASF interest) (million €) 109 Proportional net income 1,434 1,554 Carrying amount according to the equity method as of the beginning of the year 2016 2017 151 Thereof dividends (27) (179) 881 as of the beginning of the year Carrying amount according to the equity method 608 Capital measures/dividends/changes in the scope of consolidation/other adjustments¹ 57 768 Proportional change of other comprehensive income Total comprehensive income¹ 473 110 159 57 Proportional net income¹ 23 332 Thereof dividends (includes profit and loss transfers) (62) Proportional net income consolidation/other adjustments Capital measures/dividends/changes in the scope of 140 177 Total comprehensive income 657 Carrying amount according to the equity method as of the end of the year (26) (59) income Proportional change of other comprehensive (8) Other adjustments of income and expenses¹ 166 236 Capital measures/dividends/changes in the scope of consolidation/other adjustments 0.6 (114) Other adjustments of income and expense The following overview shows the effects of the acquisi- tions conducted in 2017 and 2016 on the Consolidated Finan- cial Statements. If acquisitions resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. The preliminary purchase price allocation for the acquisition of Chemetall was reviewed at the end of the 12-month measurement period in accordance with IFRS 3 and corrected to reflect more detailed information on tax matters, provisions for pensions and a retroactive purchase price adjustment. This reduced net working capital by €13 million. Taking into account a cash-effective adjustment, the total purchase price rose by €6 million. Overall, the adjustments increased goodwill by €19 million to €1,564 million. The goodwill recognized resulted primarily from sales synergies arising from the expansion of the portfolio, and to a smaller extent from cost synergies. On September 26, 2016, BASF concluded the acquisition of Guangdong Yinfan Chemistry ("Yinfan”) in Jiangmen, China, and integrated the business into the Coatings division. This acquisition enabled BASF to expand its portfolio of auto- motive refinish coatings in Asia Pacific with the addition of the Yinfan product range and gain access to a state-of-the- art production plant for automotive refinish coatings in China. -On December 14, 2016, BASF concluded the acquisition of the global surface treatment provider Chemetall from Albemarle Corp., Charlotte, North Carolina. The acquisition complements the Coating division's portfolio by adding customized technology and system solutions for the treat- ment of surfaces. The purchase price, after adjustments to the net financial debt and net working capital, amounted to $3.1 billion. In 2016, BASF acquired the following activities: known within the 12-month measurement period, the pur- chase price allocation will be adjusted accordingly. BASF Report 2017 Effects of acquisitions and changes in the preliminary purchase price allocations Notes - Policies and scope of consolidation 188 The purchase prices for businesses acquired in 2017 and the purchase price adjustments for acquisitions from 2016 totaled €154 million including a contingent consideration; as of December 31, 2017, payments made for these amounted to €155 million. The purchase price allocations were carried out in accordance with IFRS 3. The resulting goodwill amounted to €97 million. The purchase price allocations consider all the facts and circumstances prevailing as of the respective dates of acquisition that were known prior to the preparation of these Consolidated Financial Statements. In accordance with IFRS 3, should further facts and circumstances become - On May 24, 2017, BASF acquired ZedX Inc., Bellefonte, Pennsylvania. The company develops agronomic weather, crop and pest models that can rapidly translate data into insights for more efficient agricultural production. The inte- gration of the business into the Crop Protection division strengthens BASF's activities in the area of digital agriculture. - On September 4, 2017, BASF completed the acquisition of GRUPO Thermotek, a leading manufacturer of waterproof- ing systems in Mexico with headquarters in Monterrey, Mexico. The acquisition strengthens the Construction Chemicals division's sales channels and its product portfolio, especially in Mexico. The transaction includes trademarks such as Thermotek® and Chovatek®. - Effective January 1, 2017, BASF took over the western European Construction Chemicals business from the Henkel group with the trade names ThomsitⓇ and CeresitⓇ for floor and tile-laying systems as well as sealants for professional users. This strengthened BASF's portfolio in the construction chemicals business of the PCI Group, which belongs to the Construction Chemicals division. - On February 7, 2017, BASF acquired the private company Rolic AG headquartered in Allschwil, Switzerland. The company develops and sells ready-to-use formulations and functional film products for the display and security industry against forgery as well as barrier materials and films. With the acquisition, BASF broadened its technology know-how and product portfolio of display materials. The largest part of the activities was integrated into the Dispersions & Pigments division and a smaller part into the Coatings division. In 2017, BASF acquired the following activities: - Wintershall AG, Kassel, Germany, which operates Libyan exploration and production activities together with Gazprom Libyen Verwaltungs GmbH (BASF interest: 51%). Despite an investment of 51%, BASF does not exercise control accord- ing to IFRS 10, as contractual arrangements with the Libyan government strictly limit influence on variable returns after income taxes. Consolidated Financial Statements - Stahl Lux 2 S.A., Luxembourg (BASF interest: 16.6%) was classified as an associated company even though BASF only has a 16.6% share, as it can exercise significant influence over the company due to the fact that its approval is required for certain relevant board resolutions. 2017 Million € 8 Property, plant and equipment 15.4 24.3 1,237 3.3 138 2016 Other intangible assets 1.0 97 Goodwill % Million € % 1,552 - Nord Stream AG, Zug, Switzerland, was classified as an associated company even though BASF only has a 15.5% share, as it can exercise significant influence over the company due to the fact that its approval is required for certain relevant board resolutions. - OAO Severneftegazprom, Krasnoselkup, Russia (BASF interest: 25%, economic share: 35%) Non-material associated companies accounted for using the equity method particularly comprise: (9) 2.4 Acquisitions and Divestitures 140 Proportional net income 825 823 Proportional change of other comprehensive Carrying amount according to the equity method as of the beginning of the year 2017 1,554 1,559 Carrying amount according to the equity method as of the end of the year 1 (1) 2016 income (27) 19 A material associated company accounted for using the equity method is Joint Stock Company Achim Trading, Moscow, Russia (BASF interest: 18.01%, economic share: 25.01%), which together with Gazprom, will market the output from blocks IV and V of the Achimov formation. The investment value in the amount of €768 million remained unchanged in comparison with the previous year and arose from the fair value measurement as a result of the asset swap with Gazprom on September 30, 2015. The company's economic activities will commence in 2020 with the scheduled start of production from blocks IV and V. Therefore, there is no relevant financial information to report according to IFRS 12 in 2017. 823 852 Carrying amount according to the equity method as of the end of the year (4) (4) Other adjustments of income and expense For BASF, there are no material financial assets that fall under this category. (80) consolidation/other adjustments Capital measures/dividends/changes in the scope of 10 113 Total comprehensive income Acquisitions (90) Held-to-maturity financial assets consist of nonderivative financial assets with fixed or determinable payments and a fixed term, for which there is the ability and intent to hold until maturity, and which do not fall under other valuation categories. Initial measurement is done at fair value, which matches the nominal value in most cases. Subsequent measurement is carried out at amortized cost, using the effective interest method. BASF Report 2017 Consolidated Financial Statements Notes - Policies and scope of consolidation Other adjustments of income and expense BASF Africa, Asia Pacific North America Thereof Germany Europe America, South Consolidated Financial Statements Notes - Policies and scope of consolidation Regions 2017 (million €) BASF Report 2017 1 On January 1, 2017, the Monomers and Dispersions & Pigments divisions' activities for the electronics industry were merged into the global Electronic Materials business unit and allocated to the Dispersions & Pigments division. For better comparability, the affected figures for 2016 have been adjusted accordingly. 313 4,251 119 16 4 1,097 268 29 152 26 86 707 899 1,161 Thereof impairments and reversals of impairments depreciation of property, plant and equipment Middle East Group Location of customers Sales 4,409 14,534 18,570 25,674 37,987 Sales including interregional transfers¹ 64,475 4,102 13,658 15,937 19,873 30,778 Sales Amortization of intangible assets and Location of companies 8.6 22.3 23.8 13.0 45.3 % 64,475 5,561 14,343 15,357 8,359 29,214 Share 100.0 7,258 121 1,115 6,678 1,543 4,065 7,929 property, plant and equipment 5,089 37 1,121 263 2,305 1,227 136 other intangible assets 10,073 70 1,712 2,093 3,909 2,228 61 Thereof goodwill 76,496 9,374 12,829 8,899 17,359 14,911 833 26,413 investments accounted for using the equity method 266 3,679 892 1,185 intangible assets (including acquisitions) Additions to property, plant and equipment and 1,863 398 39 489 393 399 145 75,500 Research and development expenses 25,185 2,190 1,853 4,328 5,840 4,532 Debt 4,647 423 2,581 423 193 1,027 43,928 13,124 Income from operations 1,913 Assets 6,275 432 1,098 1,113 1,582 3,632 Income from operations 67,924 4,361 12,269 17,060 23,241 34,234 57,550 4,135 11,512 14,682 17,540 27,221 Sales including interregional transfers¹ Sales Location of companies Share Sales 100.0 9.2 40,086 21,120 17,714 12,869 1,437 1,424 2,912 4,114 (including acquisitions) Additions to property, plant and equipment and intangible assets 4,647 1,476 119 1,120 3,052 investments accounted for using the equity method 26,413 57,550 1,947 6,055 6,915 13,990 property, plant and equipment 15,162 528 1,661 5,048 3,249 7,925 Thereof intangible assets 76,496 5,827 4,421 4,742 5,304 14,042 24.4 3,153 investments accounted for using the equity method 25,258 1,764 4,337 5,281 7,019 13,876 property, plant and equipment 13,594 500 1,499 4,428 2,736 7,167 Thereof intangible assets 78,768 5,096 13,547 16,201 24,631 43,924 Assets 8,522 335 2,209 1,236 989 115 1,447 4,715 7,412 12.9 26,039 45.3 % Group Middle East BASF Africa, Asia Pacific North America Thereof Germany Europe South America, Location of customers 12,165 21.1 Regions 2016 (million €) 276 516 1,011 1,234 2,399 Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 4,364 240 711 958 1,228 2,455 Additions to property, plant and equipment and intangible assets (including acquisitions) 4,202 Assets 6,275 (1,091) Perfor- Segments 2017 (million €) Positive income taxes in 2017 were primarily a result of higher income in Norway. The Oil & Gas segment's other income relates to income and expenses not included in the segment's income from operations, interest result and other financial result. As in the previous year, other income largely consisted of currency effects from Group loans. Gazprom. An impairment regarding the exploration potential in Norway had an offsetting effect. Income from operations in 2017 increased significantly in comparison with the previous year. This is primarily attributable to the increase in oil and gas prices, a higher earnings contribution from our share in the Yuzhno Russkoje natural gas field, reversals of impairments in Norway and the Netherlands, and the sale of shares in the Aguada Pichana concession in Argentina. In connection with our share in the Yuzhno Russkoye natural gas field, the excess volumes received over the last 10 years prior to 2016 were compensated in the previous year as contractually agreed with our partner, The reconciliation reporting for Oil & Gas reconciles the income from operations in the Oil & Gas segment with the contribution of the segment to the net income of the BASF Group. BASF Report 2017 Notes - Policies and scope of consolidation Consolidated Financial Statements 192 Net income 362 719 (76) (41) Minority interests 438 760 Income before minority interests 7 (158) Income taxes 431 918 Income before taxes and minority interests (74) Chemicals mance Products Functional Mate- rials & Solutions Agri- cultural Solutions 72,292 2,240 3,653 5,732 21,550 16,723 22,394 Sales including intersegmental transfers 7,817 (2) 409 36 805 (126) 506 Intersegmental transfers 64,475 2,242 3,244 5,696 20,745 16,217 16,331 Sales Group Other Oil & Gas BASF 6,063 Income from operations Other income 1 (1,091) (799) (182) (249) (331) (28) 39 81 (222) (224) (395) (379) 2016 2017 Income from operations of Other Miscellaneous income and expenses Foreign currency results, hedging and other measurement effects Other businesses Costs of corporate headquarters Costs for cross-divisional corporate research Income from operations (EBIT) of Other (million €) higher cost efficiency and lower risk of Group-internal trans- actions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. Transfers between the segments are generally executed at adjusted market-based prices which take into account the Earnings from currency conversion that are not allocated to the segments are also reported under Other, as are earnings from the hedging of raw materials prices and foreign currency exchange risks. Furthermore, revenues and expenses from the long-term incentive (LTI) program are reported here. 191 Consolidated Financial Statements Notes - Policies and scope of consolidation BASF Report 2017 Income from operations of Other increased by €292 million year-on-year to minus €799 million. The costs for cross- divisional corporate research decreased by €16 million to €379 million, whereas the costs of corporate headquarters at €224 million were €2 million higher than in the previous year. Income from other businesses rose by €42 million to €81 million. The line item foreign currency results, hedging and other measurement effects increased by €303 million to minus €28 million. This was due to the provisions for the LTI program: Income in the amount of €68 million arising from their partial release in 2017 contrasted with expenses of €267 mil- lion from additions to provisions in the previous year. The line item miscellaneous income and expenses amounted to minus €249 million compared with minus €182 million in the previous year. Assets of Other (million €) Assets of businesses included in Other Net income from shareholdings 499 1,043 Income from operations 2016 2017 9,374 13,676 2,320 2,328 66 70 1,911 6 6,547 2,118 605 606 1,959 December 31, 2016 December 31, 2017 2,007 Reconciliation reporting Oil & Gas (million €) Assets of Other Other receivables/prepaid expenses Defined benefit assets Cash and cash equivalents/marketable securities Deferred tax assets Financial assets 2,513 283 4,208 1,545 Mate- rials & Solutions Perfor- mance Products¹ Chemi- cals¹ Functional Segments 2016 (million €) 140 7 (79) 2 28 53 129 Thereof impairments and reversals of impairments 4,202 120 1,026 267 706 917 1,166 depreciation of property, plant and equipment Amortization of intangible assets and 4,364 186 988 185 1,056 Agri- cultural Solutions BASF Sales 12,905 499 1,037 2,199 1,678 1,953 Income from operations 63,952 2,019 3,099 5,602 19,468 16,027 17,737 800 Sales including intersegmental transfers 1 57,550 2,018 Group Other Oil & Gas 2,768 331 33 736 5,569 18,732 15,558 469 4,832 Intersegmental transfers 6,402 1,510 1,149 Additions to property, plant and equipment and 33 804 208 2,045 1,048 103 other intangible assets 9,353 68 1,504 1,929 3,718 2,078 56 Thereof goodwill 78,768 13,676 11,967 8,096 17,364 14,432 13,233 Assets 8,522 (799) 1,043 1,015 4,241 property, plant and equipment 7,497 5,000 1,888 381 46 507 431 395 128 Research and development expenses 44,012 25,757 2,222 1,768 4,385 intangible assets (including acquisitions) 5,419 Debt 4,715 371 2,556 393 369 1,026 investments accounted for using the equity method 25,258 869 6,363 1,366 4,163 4,461 7,258 5,365 2,526 (46) (0.3) (20) Tax-exempt income 7.5 402 9.1 707 Foreign tax-rate differential 4.4 236 4.0 312 German trade tax 0.2 13 0.2 18 15.0 810 15.0 1,172 Solidarity surcharge Expected tax based on German corporate income tax (15%) 5,395 7,800 Income before taxes and minority interests (0.9) Nondeductible expenses 66 0.8 (178) (2.9) (234) (0.1) (6) (5.3) (416) Income taxes/effective tax rate Other Changes in the tax rate 0.0 (2) 0.0 % (1) (2.2) (119) (0.9) (70) Taxes for prior years (0.9) (46) (1.1) (86) (Income after taxes) Income after taxes of companies accounted for using the equity method 1.4 76 Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests (3.3) Million € Million € (384) Deferred tax expense (+) / income (-) (119) (70) Taxes for prior years 1,184 1,438 Foreign income tax 589 464 Corporate income tax, solidarity surcharge and trade taxes (Germany) 1,654 1,832 Current tax expense 2016 2017 Million € Tax expense The 30% rate used to calculate deferred taxes for German Group companies remained unchanged in 2017. The profits of foreign Group companies are assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon is levied on all paid out and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax that varies depending on the municipality in which the company is represented. Due to a constant rate of assessment for Ludwigshafen, Germany, in 2017, the weighted average trade tax rate was 14.1% (2016: 14.1%). 11 Income taxes The decline in other financial expenses was mostly attributable to lower costs for the hedging of loans in U.S. dollars. In comparison with 2016, income from the capitalization of borrowing costs declined due to the start up of major investment projects. for the respective business year are based on the discount rate and the defined benefit obligation at the beginning of the year. The net interest expense from underfunded pension plans and similar obligations decreased in comparison with the previous year, as a result of the reduced net defined benefit liability as of December 31, 2016. The net interest expenses The interest result improved by €148 million compared with the previous year from minus €482 million to minus €334 mil- lion as a result of higher interest income and lower interest expenses. Higher interest income arose particularly from interest rate and currency swaps to hedge BASF bonds as well as loans granted in connection with the financing of the Nord Stream 2 project. The decrease in interest expenses was largely due to lower liabilities to banks, commercial papers and related hedging transactions. BASF Report 2017 (514) From changes in temporary differences 30 (473) 2016 2017 Notes Notes on statement of income Consolidated Financial Statements Reconciliation of the income taxes and the effective tax rate BASF Report 2017 Other taxes included real estate taxes and other compa- rable taxes totaling €107 million in 2017 and €109 million in 2016. Changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in income of €6 million in 2017 and expenses of €7 million in 2016. The changes in temporary differences were largely due to realization and currency effects in connection with provisions for pensions, financial liabilites, and intangible assets. The current tax expense for corporate income tax, solidarity surcharge and trade taxes (Germany) decreased due to lower income of the subsidiary companies in Germany. 1,412 1,708 272 % 260 1,448 Tax expense Other taxes as well as sales and consumption taxes Income taxes 8 5 From valuation allowances on deferred tax assets (6) (416) From changes in the tax rate (43) (3) From changes in tax loss carryforwards / unused tax credits 1,140 Notes Notes on statement of income 1,448 1,140 Tax loss carryforwards exist in all regions, especially in Europe and Asia. German tax losses may be carried forward indefinitely. In foreign countries, tax loss carryforwards are in some cases only possible for a limited period of time. The bulk of the tax loss carryforwards will expire in Europe by 2018 and in Asia by 2022. No deferred tax assets were recognized for tax loss carryforwards of €804 million (2016: €1,478 million). Total 279 222 2,384 1,485 279 222 2,383 1,485 1 Germany Foreign 2016 2017 2016 2017 Deferred tax assets Tax loss carryforwards Tax loss carryforwards (million €) The regional distribution of tax loss carryforwards is as follows: Tax loss carryforwards Changes in valuation allowances on deferred tax assets amounted to €92 million, compared with €80 million in 2016. Thereof €24 million (2016: €30 million) pertained to tax loss carryforwards. Undistributed earnings of subsidiaries resulted in tempo- rary differences of €10,490 million in 2017 (2016: €8,905 mil- lion) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for indefinite periods of time. Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant deviations between fair values and the values in the tax accounts. This leads primarily to deferred tax liabilities. BASF Report 2017 Notes Notes on statement of income Consolidated Financial Statements Tax obligations Tax obligations primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. Tax obligations amounted to €1,119 million in 2017 (2016: €1,288 million). 12 Minority interests Million € 10,165 10,610 Personnel expenses 627 705 Thereof for pension benefits 1,995 2,139 Social security contributions and expenses for pensions and assistance 8,170 8,471 Wages and salaries 2016 200 2017 Compared with the same period of 2016, higher minority interests in profits in 2017 arose particularly due to increased TDI and MDI sales prices and margins at Shanghai BASF Polyurethane Company Ltd., Shanghai, China. For more information on minority interests in consolidated companies, see Note 21 on page 211 The BASF Group spent €10,610 million on wages and salaries, social security contributions and expenses for pensions and assistance in 2017 (2016: €10,165 million). This represented an increase in personnel expenses of 4.4%. Besides wage and salary increases, this was particularly due to an increase in the average number of employees due to the acquisition of Chemetall. Countering this were the partial reversal of provi- sions for the Long Term Incentive (LTI) program as well as currency effects. Personnel expenses 13 Personnel expenses and employees 199 274 (30) (25) Minority interests in losses Total Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 299 Minority interests in profits 2017 Personnel expenses (million €) 18.6 199 2,731 51 10 Financial assets 3,336 2,635 180 171 Property, plant and equipment 1,719 1,261 90 77 Intangible assets 2016 2017 2016 2017 Deferred tax liabilities Deferred tax assets Deferred tax assets and liabilities (million €) Deferred taxes Future reversals of temporary differences for shares in investments that are assumed to have a planning horizon of one year led to deferred tax income of €1 million in 2017 (2016: €2 million). Taxes for prior years primarily included reversals of long-term tax provisions. In Other, foreign currency translation differences from the valuation of differences to the tax values as well as additional tax depreciation on oil and gas production facilities in Norway led to tax income. The foreign tax-rate differential increased due to improve- ment in earnings in countries with a high tax rate, particularly in Norway, in the Exploration & Production business sector, and in Belgium. The BASF Group tax rate amounted to 18.6% in 2017 (2016: 21.1%). The lower tax rates resulting from the tax reform in the United States led to deferred tax income in the amount of €379 million. 21.1 49 84 Inventories and accounts receivable 363 2,513 2,118 Total 95 (3,016) (2,501) (3,016) (2,501) Netting 82 107 42 Other 279 3,317 222 170 156 1,446 1,131 Other provisions and liabilities 431 617 3,028 2,603 Provisions for pensions 498 432 348 Tax loss carryforwards Consolidated Financial Statements 2016 229 197 Notes Notes on statement of income Consolidated Financial Statements 196 195 Further income resulted from refunds and compensation payments in the amount of €431 million in 2017 and €291 million in 2016. In 2017, these largely included insurance refunds for the damages caused by the fire at the North Har- bor in Ludwigshafen, Germany. In the previous year, these were predominantly due to insurance refunds arising from a plant outage at the Ellba C.V. joint operation in Moerdijk, Netherlands. Moreover, income in both years was related to gains from precious metal trading, refunds of consumption taxes and a number of additional items. Other income included government grants and govern- ment assistance from several countries amounting to €133 million in 2017 and €156 million in 2016. In both years, these were primarily attributable to price compensation from the Argentinian government for gas producers, which was introduced in connection with the New Gas Price Scheme (NGPS) in response to the lower, partly locally regulated gas prices. Income from the reversal of valuation allowances for business-related receivables resulted mainly from the settlement of customer-related receivables for which a valuation allowance had been recorded. Reversals of impairment losses on noncurrent assets amounted to €189 million in 2017. These primarily concerned oil and gas fields in Norway. intellectual property assets to UDC Ireland Limited, Dublin, Ireland. Income of €72 million pertained to real estate divestitures in several countries. Gains on divestitures and the disposal of noncurrent assets in the amount of €195 million resulted from the transfer of the leather chemicals business to the Stahl group. Further income of €75 million resulted from the disposal of shares in oil and gas concessions in Argentina. In the previous year, these particularly included gains amounting to €349 million from the sale of the industrial coatings business to AkzoNobel, Amsterdam, Netherlands. Income of €93 million arose from the sale of the global polyolefin catalysts business to W.R. Grace & Co., Columbia, Maryland. Further income of €83 million resulted from the disposal of BASF's OLED Income from the translation of financial statements in foreign currencies contained gains from the translation of companies whose local currency is different from the functional currency. Income from foreign currency and hedging trans- actions as well as from the measurement of LTI options pertained to the foreign currency translation of receivables and payables as well as of currency derivatives and other hedging transactions. In 2017, there was also income from the reversal of provisions for the long-term incentive (LTI) program of €68 million. In 2016, by contrast, there was an expense of €267 million arising from the long-term incentive (LTI) program. This was reported under other operating expenses. Revenue from miscellaneous revenue-generating activities primarily included income from rentals, catering operations, cultural events and logistics services. For more information, see Note 8 from page 196 onward Income from the adjustment and reversal of provisions recognized in other operating expenses was largely related to risks from lawsuits and damage claims, closures and restructuring measures, employee obligations, and various other items as part of the normal course of business. Provisions were reversed or adjusted if the circumstances on the balance sheet date were such that utilization was no longer expected, or expected to a lesser extent. 1,780 1,916 716 924 35 38 2 189 667 359 57 44 8 Other operating expenses Million € BASF Report 2017 2017 Expenses from the addition of valuation allowances for business-related receivables 106 81 94 104 43 106 Oil and gas exploration expenses Losses from divestitures and the disposal of noncurrent assets 17 51 Losses from the translation of financial statements in foreign currencies 530 32 204 179 163 Costs from miscellaneous revenue-generating activities 337 311 Amortization, depreciation and impairments of noncurrent assets 464 375 Environmental protection and safety measures, costs of demolition, removal and project costs that are not subject to mandatory capitalization Restructuring and integration measures 482 362 2016 Expenses from foreign-currency and hedging transactions as well as from the measurement of LTI options Expenses from the consumption of inventories measured at market value and the derecognition of obsolete inventory 110 178 918,479 6.62 6.61 € Diluted earnings per share € Earnings per share 1,000 outstanding shares Weighted-average number of 6,078 million € Net income 2017 Earnings per share 5 Earnings per share Notes Notes on statement of income Consolidated Financial Statements 194 193 In the United States, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €9,014 million compared with €10,342 million in the previous year. In the United States, sales to third parties in 2017 amounted to €13,909 million (2016: €12,831 million) according to location of companies and €13,127 million (2016: €11,985 million) according to location of customers. 1 The sum of sales including interregional transfers for all the regions can differ from the sum of sales including intersegmental transfers for all the segments, as the segments are viewed globally, and therefore shipments and services between regions within the same segment are not classified as transfers. 4,251 244 463 1,018 1,224 198 6 Functional costs BASF Report 2017 2016 4,056 918,479 4.42 4.41 80 74 2016 2017 Consolidated Financial Statements Notes Notes on statement of income Other operating income Income from the reversal of valuation allowances for business-related receivables Other Reversals of impairment losses on noncurrent assets Gains on divestitures and the disposal of noncurrent assets Income from the translation of financial statements in foreign currencies Income from foreign currency and hedging transactions as well as from the measurement of LTI options Income from the adjustment and reversal of provisions recognized in other operating expenses Revenue from miscellaneous revenue-generating activities Million € 191 Other operating income BASF Report 2017 For more information on research and development expenses by segment, see Note 4 on page 192 Research and development expenses include the costs result- ing from research projects as well as the necessary license fees for research activities. Research and development expenses General and administrative expenses primarily include the costs of the central units, the costs of managing business units and divisions, and costs of general management, the Board of Executive Directors and the Supervisory Board. General administrative expenses Selling expenses particularly include marketing and advertising costs, freight costs, packaging costs, distribution manage- ment costs, commissions, and licensing costs. Selling expenses Cost of sales includes all production and purchase costs of the company's own products as well as merchandise which has been sold in the period, particularly plant, energy and personnel costs. Cost of sales For more information on other operating expenses, see Note 8 from page 196 onward Under the cost-of-sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumu- lated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. In accordance with IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares which will be granted in the future as a part of the BASF share program "plus." This applies regardless of the fact that the necessary shares are acquired by third parties on the market on behalf of BASF, and the fact that there are no plans for the issuance of new shares. The dilutive effect of the issue of "plus" shares amounted to €0.01 in 2017 (2016: €0.01). 7 220 Notes on statement of income Other 68 Net interest income from overfunded pension plans and similar obligations Income from the capitalization of borrowing costs (482) (334) (661) (560) 179 226 20 38 159 188 Interest result Interest expenses Interest income Interest and dividend income from securities and loans Interest income from cash and cash equivalents (17) (29) Net income from shareholdings (71) (60) Expenses from other shareholdings (53) (17) Write-downs on/losses from the sale of shareholdings (18) 200 (43) 5 Miscellaneous financial income (880) 277 (722) Financial result (381) (359) (478) (429) (214) (47) (36) Other financial result Other financial expenses Miscellaneous financial expenses Unwinding the discount on other noncurrent liabilities (7) (1) Net interest expense from other long-term personnel obligations (183) (175) Net interest expense from underfunded pension plans and similar obligations (10) (3) Write-downs on/losses from the disposal of securities and loans Other financial income 97 70 92 Expenses from loss transfer agreements (231) 31 2016 2017 Income from companies accounted for using the equity method associated companies Thereof joint ventures associated companies Thereof joint ventures Proportional net income Million € 9 Income from companies accounted for using the equity method product liability case in the Chemicals segment in 2017. Moreover, 2016 contained expenses of €27 million from the fire damage at the Ludwigshafen North Harbor, Germany. In both years, expenses under Other included expenses from attorneys' fees for litigation cases as well as from REACH, the provision of services, and the implementation of further projects. Expenses of €79 million were also recognized for a Consolidated Financial Statements Notes Notes on statement of income BASF Report 2017 Expenses from the addition of valuation allowances for business-related receivables decreased by €25 million compared with the previous year. This was predominantly due to lower additions in the region South America, Africa, Middle East. Losses from divestitures and the disposal of noncur- rent assets of €70 million resulted largely from portfolio measures in North America in 2017. Further expenses of €19 million were incurred in connection with the divestiture of the global industrial coatings business to the AkzoNobel Group in December 2016. In the previous year, losses of €17 million had arisen from the reduction in disposal gains from the asset swap with Gazprom as part of the final purchase price allocation. For more information, see Note 7 on page 195 onward Expenses from foreign-currency and hedging trans- actions as well as from the measurement of LTI options were related to foreign currency translations of receivables and payables as well as changes in the fair value of currency derivatives and other hedging transactions. In comparison with the previous year, lower expenses for the hedging of planned sales were posted due to the depreciation of the U.S. dollar relative to the euro as well as lower provisions for the Long-Term-Incentive program. For more information, see Note 7 on page 195 onward Costs from miscellaneous revenue-generating activities concerned the respective item presented in other operating income. Amortization, depreciation and impairments of noncurrent assets arose from impairments in the Oil & Gas segment in the amount of €83 million in 2017. The Performance Products segment posted impairments of €23 million in 2017 and €6 million in 2016. Further impairments of €10 million con- cerned the Functional Materials & Solutions segment in 2017 and €124 million in 2016. The previous year had recorded €67 million in impairments in the Chemicals segment and €24 million in the Agricultural Solutions segment. Expenses for restructuring and integration measures were primarily related to severance payments amounting to €83 mil- lion in 2017 and €190 million in 2016. Further expenses of €38 million concerned the Coatings division in connection with the purchase of the global surface technology provider Chemetall. In the Care Chemicals division, expenses were incurred for restructuring in the USA in the amount of €12 mil- lion and €15 million in the Construction Chemicals division for restructuring in Europe. Furthermore, expenses of €10 million concerned the Crop Protection division in relation to the acquisition of significant parts of the seed and non-selective herbicide businesses from Bayer AG, Leverkusen, Germany. Expenses of €27 million in 2017 and €39 million in 2016 arose from the outsourcing of the computer centers. In the previous year, expenses had primarily affected the Petrochemicals division in the amount of €37 million and the Dispersions & Pigments division in the amount of €25 million. 3,133 604 Other operating expenses 54 972 2,949 584 317 Expenses arose from environmental protection and safety measures, costs of demolition, removal and project costs that are not subject to mandatory capitalization according to IFRS. Expenses for demolition, removal and project planning totaled €279 million in 2017 and €375 million in 2016. These especially pertained to the Ludwigshafen site in both years. Further expenses of €54 million in 2017 and €61 million in 2016 arose from the addition to environmental provisions. In both years, these concerned several discontin- ued sites in North America. In the previous year, expenses were also incurred for landfills in Germany. 157 433 Income from tax allocation to participating interests 6 3 9 5 Income from the disposal of shareholdings 39 22 Dividends and similar income 2016 Income from other shareholdings 2017 Million € Income from profit transfer agreements Wintershall Noordzee B.V., Rijswijk, Netherlands. BASF-YPC Company Ltd., Nanjing, China, also contributed significantly to this increase. 151 10 Financial result 160 (13) (10) (12) 1 (4) 307 (9) 571 Income from companies accounted for using the equity method increased by a total of €264 million in 2017, primarily due to higher earnings in the Oil & Gas segment, particularly at (1) Changes not recognized in income were primarily related to changes in the scope of consolidation, translation adjust- ments and derecognition of uncollectible receivables. In the current economic environment, BASF has not observed any material changes in the credit quality of its receivables. In 2017, individual valuation allowances of €61 million were recognized for accounts receivable, trade, and €15 million were reversed. In 2016, individual valuation allowances of €71 million were recognized for trade accounts receivable and valuation allowances of €22 million were reversed. At BASF, a comprehensive, global credit insurance program covers trade accounts receivable. As part of a global excess of loss policy, future bad debts are insured for essentially all BASF Group companies excluding joint ventures. No compen- sation claims were incurred in either 2016 or 2017. Past due more than 90 days Aging analysis of accounts receivable, trade (million €) Changes recognized in income contained individual valuation allowances, group-wise individual valuation allowances and valuation allowances due to transfer risks. 488 Not yet due Past due less than 30 days Past due between 30 and 89 days In 2017, individual valuation allowances of €10 million were recognized for other receivables and €6 million were reversed. In 2016, individual valuation allowances of €27 mil- lion were recognized for other receivables and €1 million was reversed. December 31, 2017 2017 Gross value Valuation allowances BASF Report 2017 As of December 31, 2017, the number of employees rose to 115,490 employees compared with 113,830 employees as of December 31, 2016. It was distributed over the regions as follows: Number of employees as of December 31 The average number of employees was distributed over the regions as follows: 46 Average number of employees 2016 Total Number of employees 35 36 recognized in recognized in Additions not recognized in Europe Reversals not recognized in Balance as of December 31, income income income income 2016 298 106 40 39 370 75 27 1 24 7 118 373 133 64 71,043 17,583 Thereof Germany Asia Pacific 18,256 18,156 South America, Africa, Middle East 7,286 7,307 BASF Group 115,490 113,830 Thereof apprentices and trainees temporary staff 3,103 2,365 2,550 Employees from joint operations are included in the number of employees at year end relative to BASF's share in the respec- tive company. In total, this included 472 employees in 2017 (2016: 432 employees). Notes on balance sheet 14 Intangible assets Employees from joint operations are included in the average number of employees relative to BASF's share in the company. This comprised a total of 437 employees (2016: 404 employ- ees). The goodwill of BASF is allocated to 24 cash-generating units (2016: 22), which are defined either on the basis of business units or on a higher level. Annual impairment testing took place in the fourth quarter of the year on the basis of the cash-generating units. Recoverable amounts were determined in most cases using the value in use. This was done using plans approved by company management and their respective cash flows, generally for the next five years. Thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. The planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw materials prices and profit margins. Oil and gas prices are also among the main input parameters that provide the basis for the forecast of cash flows in the current financial plans. Market assumptions regarding, for example, economic development and market growth are included based on external macroeconomic sources as well as sources specific to the industry. The required discounting of cash flows for impairment testing is calculated with the weighted average cost of capital rate after tax, which is determined using the Capital Asset Pricing Model. It comprises a risk-free rate, a market risk premium, and a spread for credit risk based on the respective industry-specific peer group. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash- generating unit. Impairment tests of the units (excluding Exploration & Production in the Oil & Gas segment) were conducted assuming a weighted average cost of capital rate after taxes between 5.69% and 8.2% (2016: between 5.07% and 8.01%). This represents a weighted average cost of capital rate before taxes of between 7.13% and 11.31% (2016: between 6.43% and 10.77%). A valuation model based on a field-related valuation approach has been used, for the unit Exploration & Production in the Oil & Gas segment since the business year 2016, which considers the expected cash flows as well as the tax payments in the individual countries. The period under consideration includes the planned license terms and the production profiles of the included oil and gas fields. Furthermore, instead of using a single weighted average cost of capital rate, the country risk and the specific tax rate is considered in each case: this leads to a more precise calculation of the recoverable amount. Considering these parameters, the capital rate after taxes varied between 7.92% and 12.85% (2016: between 7.5% and 13.76%) and before taxes between 11.32% and 20.07% (2016: between 10.96% and 37.68%). Reversals After determining the recoverable amount of the cash- generating units, it was determined for the large majority of them that reasonable possible deviations from the key assumptions would not lead to the carrying amounts of the units exceeding their respective recoverable amounts. For the goodwill of the Construction Chemicals division and the cash-generating units Pigments in the Dispersions & Pigments division, as well as Surface Treatment in the Coatings division, this is not the case. 201 3,120 2,334 2,691 temporary staff 18,295 53,390 52,608 North America 17,871 17,308 Asia Pacific 18,132 17,473 2017 2016 Europe 71,653 70,784 South America, Africa, Middle East BASF Group 7,287 7,321 114,333 111,975 Thereof Germany 54,020 53,318 Thereof apprentices and trainees 2,793 2,838 North America 69,873 Additions 10 Notes Notes on balance sheet 329 126 406 Other receivables and assets which qualify as financial instruments 1,009 940 905 1,017 Prepaid expenses 54 249 111 62 Defined benefit assets 70 66 Tax refund claims 125 787 114 747 Employee receivables 8 Precious metal trading items 258 Miscellaneous 14 6 BASF Report 2017 202 December 31, 2017 Noncurrent Current December 31, 2016 Noncurrent Current Loans and interest receivables Derivatives with positive fair values 782 245 568 250 91 321 176 342 Receivables from finance leases 25 4 29 5 Insurance compensation receivables 0 41 746 Balance as of January 1, 2016 690 74 2017 370 80 38 12 75 349 118 10 6 10 income 112 90 44 12 85 461 BASF Report 2017 Valuation allowances for receivables 2016 (million €) Accounts receivable, trade Other receivables Total Consolidated Financial Statements 488 Balance as of December 31, Reversals not recognized in Additions not recognized in income 375 63 356 Other receivables and assets which do not qualify as financial instruments Other receivables and miscellaneous assets 323 2,165 305 2,061 1,332 3,105 1,210 3,078 The increase in noncurrent loans and interest receivables I was predominantly due to the loan in the amount of €325 million granted by Wintershall Nederland Transport and Trading B.V., Rijswijk, Netherlands, to Nord Stream 2 AG, and the loan in the amount of €140 million granted by W & G Trans- port Holding GmbH, Kassel, Germany, to W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany, in 2017. In 2017, the loans granted by the fully consolidated WIGA Transport Betei- ligungs-GmbH & Co. KG, Kassel, Germany, to NEL Gastrans- port GmbH, Kassel, Germany, and GASCADE Gastransport GmbH, Kassel, Germany were transferred to the W & G Infra- struktur Finanzierungs-GmbH, which is accounted for using the equity method, and had an offsetting effect of €259 million. In addition to the loans granted already mentioned, there were particularly loans and interest receivables from BASF Belgium Coordination Center Comm. V. Antwerp, Belgium, to finance the business expansion of Asian companies, and receivables in favor of BASF SE from the BASF Pensionskasse WaG. The reduction of noncurrent derivatives with positive fair values primarily affected the market valuation of combined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attributable to the lower fair values of precious metal and foreign currency derivatives. Prepaid expenses in 2017 included prepayments of €62 million related to operating activities compared with €64 million in 2016, as well as €50 million in prepayments for insurance in 2017 compared with €54 million in 2016. Prepayments for license costs decreased from €48 million in 2016 to €42 million in 2017. The increase in current tax refund claims can largely be traced back to the rise in open income tax receivables. Precious metal trading items primarily comprise physical items and precious metal accounts as well as long positions in precious metals, which are largely hedged through sales or derivatives. Valuation allowances for receivables 2017 (million €) Accounts receivable, trade Other receivables Total Balance as of January 1, 2017 Additions recognized in income Reversals recognized in income Miscellaneous Consolidated Financial Statements Notes Notes on balance sheet 307 In the 2017 business year, the recoverable amount of the Construction Chemicals unit exceeded the carrying amount by around €408 million. The weighted average cost of capital rate after taxes used for impairment testing was 8.2% (2016: 8.01%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.98 percentage points (2016: by 0.69 percent- age points) or if income from operations of the last detailed planning year - as the basis for the terminal value - were lower by 15.97% (2016: by 12.0%). Reserves and retained earnings Capital surplus includes effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. Million € Legal reserves Other retained earnings Retained earnings Dec. 31, 2017 Dec. 31, 2016 678 625 34.148 30.890 34.826 At the Annual Shareholders' Meeting of May 12, 2017, shareholders authorized the Board of Executive Directors to buy back shares up until May 11, 2022, in accordance with section 71(1) no. 8 of the German Stock Corporation Act. The buyback cannot exceed 10% of the company's share capital at the time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public request to the shareholders to submit sales offers. Until now, this authorization has not been exercised. 31.515 The acquisition of shares in companies which BASF already controls or which are included as a joint arrangement in the Consolidated Financial Statements is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no transactions of this type in 2017, as in the previous year. Payment of dividends In accordance with the resolution of the Annual Shareholders' Meeting on May 12, 2017, BASF SE paid a dividend of €3.00 per share from the retained profit of the 2016 fiscal year. With 918,478,694 qualifying shares, this represented total divi- dends of €2,755,436,082.00. The remaining €53,131,213.65 in retained profits was recorded under retained earnings. 20 Other comprehensive income Translation adjustments Especially the increase in the value of the euro, relative to the U.S. dollar, in 2017 led to a decrease of €2.081 million in the translation adjustment to minus €605 million. Cash flow hedges Hedging future cash flows at Nord Stream AG, Zug, Switzer- land, a company accounted for using the equity method, resulted in a change of minus €17 million in 2017 and of minus €7 million in 2016. For more information on cash flow hedge accounting, see Note 27.4 from page 227 onward Remeasurement of defined benefit plans In 2017, other comprehensive income increased by €1,073 million before taxes due to the positive development of plan assets. In 2016, the change amounting to minus €1,842 million was particularly due to the increase in defined benefit obligations, which resulted from the significant decrease in the discount rate over the course of the year. Transfers from other retained earnings increased legal reserves by €53 million in 2017 (2016: €31 million). For more information on the remeasurement of defined benefit plans, see Note 22 from page 211 onward Authorization of share buybacks BASF Report 2017 381 2 115 6 159 8 448 487 334 11,539 349 warrants issued, exercise their conversion or option rights. Until now, this authorization has not been exercised. 11,322 As of December 31, 2017, there were no material other receivables classified as financial instruments that were overdue and for which no valuation allowance was made. 19 Capital, reserves and retained earnings Authorized capital At the Annual Shareholders' Meeting on May 2, 2014, share- holders authorized the Board of Executive Directors, with the approval of the Supervisory Board, to increase the subscribed capital by issuing new registered shares up to a total of €500 million against cash or contributions in kind through May 1, 2019. The Board of Executive Directors is empowered, following the approval of the Supervisory Board, to decide on the exclusion of shareholders' subscription rights for these new shares in certain predefined cases covered by the enabling resolution. Until now, this option has not been exercised and no new shares have been issued. BASF SE has only issued fully paid-up registered shares with no par value. There are no preferences or other restric- tions. BASF SE does not hold any treasury shares. Conditional capital At the Annual Shareholders' Meeting of May 12, 2017, shareholders authorized the Board of Executive Directors, with the approval of the Supervisory Board, to issue, on a one-off basis or in portions on more than one occasion, bearer or registered convertible bonds and/or bonds with warrants, or combinations of these instruments, with or without maturity limitations up to a nominal value of €10 billion through May 11, 2022. The calculated portion of the share capital represented by the BASF shares to be issued in connection with the debt instruments issued under this authorization may not exceed 10% of the share capital. To this effect, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase will only be carried out to the extent to which holders of convertible bonds, or warrants attached to bonds with 209 210 Consolidated Financial Statements Notes Notes on balance sheet 370 (130) (178) (72) 9,477 411 116 1,879 1,150 4,722 December 31, 2017 Balance as of (1,275) (806) (17) 17,755 (78) (317) Currency effects (175) 13 (24) (178) 14 Transfers (221) (28) Other receivables and miscellaneous assets (million €) (57) Accumulated amortization Balance as of (1) (53) (17) (35) 616 72 10 166 70 298 Currency effects Transfers Disposals Additions consolidation Changes in scope of 3,927 141 229 2 72 882 435 2,168 January 1, 2017 1 527 26 10,295 Personal care ingredients in the Care Chemicals division 499 2.0% 531 2.0% Pigments in the Dispersions & Pigments division 389 1.5% 431 2.0% Surface Treatment in the Coatings division 1.5% Other cash-generating units 1,490 2.0% 1,555 1,525 0.0-2.0% 1,626 0.0-2.0% 9,353 10,073 1 Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 BASF Report 2017 Goodwill as of December 31 735 2.0% 732 In 2017, the recoverable amount of Pigments exceeded the carrying amount by €9 million. The weighted average cost of capital rate after taxes used for impairment testing was 6.05% (2016: 5.09%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.04 percentage points (2016: by 0.51 percentage points) or if income from operations of the last detailed planning year - as the basis for the terminal value - were lower by 0.81% (2016: by 13.78%). An impairment test for the Surface Treatment unit in the Coatings division was carried out for the first time in the business year 2017 (acquisition in December 2016). In 2017, the recoverable amount of this unit exceeded the carrying amount by €100 million. The weighted average cost of capital rate after taxes used for the impairment testing of this unit was 8.19% (2016: -). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by 0.2 percentage points (2016: -) or if income from operations of the last detailed planning year - as the basis for the terminal value – were 6.1% lower (2016: -). Goodwill of cash-generating units (million €) 2017 2016 Cash-generating unit Goodwill Growth rate¹ Goodwill Growth rate¹ Crop Protection division 1,929 2.0% 2,093 2.0% Exploration & Production in the Oil & Gas segment 1,504 1,712 Catalysts division (excluding battery materials) 1,285 2.0% 1,390 2.0% Construction Chemicals division Development of intangible assets 2017 (million €) BASF Report 2017 Cost Notes Notes on balance sheet Additions 3 19 20 25 34 101 Additions from acquisitions 10 47 56 1 25 235 Disposals (40) (20) (53) (1) (79) December 31, 2016 Gross value Valuation allowances 10,449 35 97 1 consolidation Changes in scope of Know-how, Internally Distribution, supply and Product rights, patents and generated licenses and similar rights trademarks production technologies intangible Other rights assets and values¹ Goodwill Total Balance as of January 1, 2017 5,051 1,339 1,958 92 435 10,214 19,089 Consolidated Financial Statements 18 Receivables and miscellaneous assets Consolidated Financial Statements Notes Notes on balance sheet 92 1 1 Currency effects 58 417 (27) 1 30 511 Balance as of December 31, 2016 5,969 35,655 3,711 3,308 6 231 (1) (1,013) (1) Additions 376 2,930 939 307 Transfers 78 Disposals (100) (658) (28) (182) (73) 3,691 45,163 Net carrying amount as of December 31, 2016 5,288 Changes in scope of consolidation Additions Disposals Transfers Currency effects Net carrying amount as of December 31 Balance as of January 1 Other financial assets (million €) Long-term securities Other financial assets 2017 2016 4,647 4,436 Other shareholdings Investments accounted for using the equity method (million €) 16 Investments accounted for using the equity method and other financial assets Consolidated Financial Statements Notes Notes on balance sheet 14,238 3,469 1,129 5,758 26,413 Additions to property, plant and equipment arising from investment projects amounted to €4,222 million in 2016. Material investments were primarily related to the construction of an integrated aroma ingredients complex in Kuantan, Malaysia, the TDI complex in Ludwigshafen, Germany, and the expansion of the dicamba plant in Beaumont, Texas, which were partially started up in 2016. Further material asset additions included the construction of an ammonia plant in Freeport, Texas, and oil and gas production facilities and wells in Europe and South America. In addition, investments for expansion purposes were particularly made at the sites in Ludwigshafen, Germany; Geismar, Louisiana; Port Arthur, Texas; and Antwerp, Belgium. Government grants of €1 million were deducted from asset additions. Due to acquisitions, property, plant and equipment rose by €155 million primarily from the acquisition of the global surface treatment provider Chemetall from Albemarle Corp., Charlotte, North Carolina. In 2016, impairments of €254 million were included in accumulated depreciation. These pertained largely to impairments of €133 million on machinery and technical equipment as well as buildings due to the new strategic direction of individual businesses in the Chemicals and Functional Materials & Solutions segments. The recoverable amount of these assets equals their value in use amounting to €72 million. The weighted average cost of capital rate before taxes applied ranged between 9.4% and 12.8%. In 2016, additions to accumulated depreciation contained reversals of impairments of €2 million. Disposals of property, plant and equipment were largely attributable to the sale of assets of the global polyolefin catalysts business to W.R. Grace & Co., Columbia, Maryland; the sale of the worldwide photoinitiator business to IGM Resins B.V., Waalwijk, Netherlands; the sale of the 25% share in the Byrding field to Statoil; and the sale of industrial coatings business to the AkzoNobel Group. Currency effects arose particularly from the appreciation of the U.S. dollar as well as the Brazilian real relative to the euro. BASF Report 2017 (1) (50) Changes in scope of consolidation 220 Changes in scope of consolidation (1) 2 1 Additions 183 67,234 1,300 203 2,536 4,222 Additions from acquisitions 77 54 309 18 6,502 5,972 ciation accor- ding to the unit Miscellaneous buildings technical equipment of production equipment and Construction in 4,216 method progress Total Cost Balance as of January 1, 2016 10,711 45,805 fixtures 6 155 Disposals 1,081 Balance as of December 31, 2016 11,257 49,893 7,180 4,437 178 5,989 Accumulated depreciation Balance as of January 1, 2016 5,637 32,965 2,827 3,152 71,576 46 213 698 (194) (760) (30) (213) (88) (1,255) Transfers 322 2,796 716 165 (3,145) 138 Currency effects 159 41,974 223 152 (82) Consolidated Financial Statements 204 203 In 2017, additions to accumulated amortization included impairments of €67 million. This mainly pertained to impairments of non-strategic know-how, patents and produc- tion technologies in the Functional Materials & Solutions segment and exploration potential for oil and gas production in Norway. Offsetting this, reversals of impairments of €7 million were included. These related primarily to selling rights in the Functional Materials & Solutions segment. The transfers largely concerned the confirmed oil and gas deposits in the Maria field in Norway to property, plant and equipment. Non-confirmed deposits in connection with acquired concessions are reported as intangible assets under product rights, licenses and trademarks. Disposals of intangible assets amounting to €221 million were largely attributable to the derecognition of software fully written off as well as the sale of the production site for electrolytes in Suzhou, China, the sale of Bleaching Clay and Mineral Adsorbents businesses, and the transfer of the global leather chemicals business to the Stahl group. Related to this, goodwill of €28 million was derecognized. Notes Notes on balance sheet Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €234 million in 2017 authorize the exploration and production of oil and gas in certain areas. At the end of the term of a concession, the rights are returned. Additions from acquisitions amounted to €235 million in 2017. Goodwill increased by €79 million as a result of the following significant acquisitions: Rolic AG headquartered in Allschwil, Switzerland; GRUPO Thermotek with headquarters in Monterrey, Mexico; the Henkel group's western European building material business; and ZedX Inc., Bellefonte, Pennsylvania. A further addition to goodwill amounting to €18 million arose primarily from a retroactive purchase price payment for the acquisition of Chemetall from the previous year. Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2017, their acquisition costs amounted to €962 million and accumulated amortization to €312 million; amortization in 2017 amounted to €41 million. 1 Including licenses to such rights and values 13,594 9,353 189 In connection with these transactions, further additions to intangible assets amounted to €138 million. These related predominantly to product rights, licenses and trademarks as well as know-how, patents and production technologies. 35 Development of intangible assets 2016 (million €) BASF Report 2017 Goodwill and values¹ assets Other rights intangible production technologies Cost licenses and trademarks generated patents and Product rights, Distribution, supply and Internally Know-how, similar rights 925 671 2,421 December 31, 2016 6,979 69 10,303 3,107 6,808 90 10,005 December 31, 2017 3,255 Work-in-process, finished goods and merchandise are combined into one item due to the production conditions in the chemical industry. Services-in-process primarily relate to services not invoiced as of the balance sheet date. A reversal of a write-down on inventory was recognized in the amount of €18 million in 2017 and a write-down in the amount of €43 million in 2016. Of total inventories, €863 million was measured at net realizable value in 2017 and €836 million in 2016. 207 208 Consolidated Financial Statements Notes Notes on balance sheet Cost of sales included inventories recognized as an expense amounting to €29,941 million in 2017, and €26,048 million in 2016. Work-in-process, finished goods and merchandise Advance payments and services-in-process Inventories 435 (9) of December 31, 2017 Net carrying amount as 4,161 124 222 81 954 479 2,301 December 31, 2017 Balance as of (204) (17) (7) (41) Total Balance as of January 1, 2016 4,063 For a detailed overview of income from companies accounted for using the equity method, see Note 9 on page 197 17 Inventories Million € Raw materials and factory supplies 1,958 1,339 Besides the net income of investments accounted for us- ing the equity method, transfers include dividend distributions and other comprehensive income of the companies. 5,051 Balance as of 514 224 4 21 14 December 31, 2016 A significant component of the disposals totaling €82 million was the capital reduction at W & G Infrastruktur Finan- zierungs-GmbH, Kassel, Germany. Additions arose from the completed combination of the global leather chemicals business with the Stahl group on September 29, 2017. In connection with this, BASF received a 16.6% share in Stahl Lux 2 S.A., Luxembourg. Additions also included capital increases amounting to €34 million. Changes in the scope of consolidation arose particularly from the first-time consolidation of a company. (1) 120 (27) (143) 87 4,715 4,647 December 31, 2017 December 31, 2016 482 468 124 137 606 605 251 Machinery and Currency effects 13 10 39 18 Additions 2 2 25 consolidation 16,373 8,500 450 91 1,951 1,318 Changes in scope of 92 Additions from acquisitions 1,082 (12) (16) (2) Transfers (664) (64) (60) (149) (39) (343) Disposals 2,789 1,552 108 44 (17) Land, land rights and 3 Thereof depre- further infrastructure, which are depreciated according to the unit of production method. Development of property, plant and equipment 2017 (million €) Machinery and technical equipment contain oil and gas deposits, including related wells, production facilities and Consolidated Financial Statements Notes Notes on balance sheet 15 Property, plant and equipment BASF Report 2017 In 2016, additions to accumulated amortization included impairments of €61 million. This primarily affected impairments relating to production technologies and distribution rights in the Functional Materials & Solutions segment in the amount of €51 million. Concessions for oil and gas production under the category product rights, licenses and trademarks with a net carrying amount of €466 million in 2016 authorize the exploration and production of oil and gas in certain areas. At the end of the term of a concession, the rights are returned. Disposals of intangible assets in the amount of €21 million were largely attributable to the sale of the 25% share in the Byrding field to Statoil and the divestiture of the global photoinitiator business as well as the global polyolefin catalysts business. Related to this, goodwill of €64 million was derecognized. Land, land Machinery and rights and Additions from acquisitions amounted to €2,789 million in 2016. Significant acquisitions comprising the purchase of the global surface treatment provider Chemetall from Albe- marle Corp., Charlotte, North Carolina, and the automotive refinishing business from Guangdong Yinfan Chemistry, Jiangmen, China, led to an increase of goodwill in the amount of €1,552 million. In connection with these transactions, additions to intangible assets amounted to €1,237 million. These were primarily related to customer relationships and production technologies. 1 Including licenses to such rights and values 15,162 10,073 206 20 1,076 904 2,883 of December 31, 2016 Besides goodwill, intangible assets also include acquired intangible assets as well as internally generated intangible assets. In addition, they include rights belonging to the Oil & Gas segment, which are amortized in accordance with the unit of production method. As of December 31, 2016, their acqui- sition costs amounted to €1,029 million and accumulated amortization to €328 million; amortization in 2016 amounted to €19 million. buildings technical equipment Thereof depre- 272 450 1,292 171 Additions 71,576 15 1 14 5,989 4,437 7,180 49,893 11,257 Changes in scope of consolidation Balance as of January 1, 2017 Cost Total Construction in progress fixtures Miscellaneous equipment and ciation accor- ding to the unit of production method Net carrying amount as 2,285 3,927 229 411 2,160 January 1, 2016 Balance as of amortization Accumulated 19,089 10,214 BASF Report 2017 865 260 (24) (339) Currency effects Transfers Disposals 86 14 153 47 (146) 67 196 137 72 882 435 December 31, 2016 Balance as of 105 4 2 (1) (573) 560 10 1 88 (1) (55) (9) Additions consolidation Changes in scope of 3,836 141 4,020 2,168 7 6,065 Balance as of December 31, 2017 (1,956) (24) (112) (310) (1,626) (194) Currency effects 36,110 2 (1) (50) Transfers (1,154) (32) (266) (3) (761) (95) 53 4,329 3,264 Additions from acquisitions Development of property, plant and equipment 2016 (million €) Notes Notes on balance sheet Consolidated Financial Statements 206 205 Currency effects reduced property, plant and equipment by €1,663 million and arose mainly from the depreciation of the U.S. dollar relative to the euro. For more information on divestitures, see Note 2.4 from page 187 onward The transfers largely concerned the confirmed oil and gas deposits in the Maria field in Norway from intangible assets to machinery and technical equipment. Disposals of property, plant and equipment were largely attributable to the sale of the Bleaching Clay and Mineral Adsorbents businesses; the production site for electrolytes in Suzhou, China; the inorganic specialties business; and the leather chemicals business. Depreciation also included impairments in the Oil & Gas segment, which were overcompensated by reversals in the same segment. These primarily concerned construction in progress. In total, reversals of impairments in additions to accumulated depreciation amounted to €182 million. In 2017, impairments of €262 million were included in accumulated depreciation. These pertained largely to machinery and technical equipment and resulted primarily from the full impairment of a production plant in the Chemicals segment due to overcapacities. The recoverable amount equaled value in use and the weighted average cost of capital rate before taxes was 10.27%. Acquisitions led to an increase in property, plant and equipment in the amount of €8 million primarily from the acqui- sition of GRUPO Thermotek in Monterrey, Mexico. Government grants for the funding of investment measures reduced asset additions by €9 million. Additions to property, plant and equipment arising from investment projects amounted to €4,020 million in 2017. Material investments included the acetylene plant currently under construction as well as plants for the production of catalysts in Ludwigshafen, Germany. Additions also com- prised the construction of an aroma ingredients complex in Kuantan, Malaysia, and the modification of production plants for plasticizers in Pasadena, Texas, which have already partly started up. Material investments were also made for the con- struction of oil and gas facilities and wells in Europe and South America. Furthermore, investments were particularly made at the sites in Ludwigshafen, Germany; Antwerp, Belgium; Shanghai, China; Freeport, Texas; Geismar, Louisiana; and Port Arthur, Texas. 25,258 4,583 1,123 3,611 14,448 5,104 Net carrying amount as of December 31, 2017 45,655 Disposals 3,586 216 335 4,387 7,940 50,558 11,169 Balance as of December 31, 2017 (3,619) (495) (171) (563) (2,458) (495) Currency effects 8 185 128 890 (131) (825) (17) (280) (36) (1,272) Transfers 367 (12) 2,635 (2,945) 1 Disposals 3,711 45,163 231 3,308 14 35,655 5,969 Balance as of January 1, 2017 Accumulated depreciation 70,913 4,799 Additions 385 Changes in scope of consolidation 2,878 14 931 Other changes Currency effects Net defined benefit liability as of January 1 2016 2017 Development of the net defined benefit liability (million €) Special contributions were made in 2017 to improve the fund- ing levels of the plans. These primarily related to BASF Pen- sionstreuhand e.V. (€500 million), BASF Pensionskasse WaG (€317 million) and the U.S. plans ($143 million). The expected contribution payments for 2018 amount to approximately €200 million. The standardized return on plan assets is calculated by multiplying plan assets at the beginning of the year with the discount rate used for existing defined benefit obligations at the beginning of the year, taking into account benefit and contribution payments expected to be made during the year. Plan assets as of December 31 19,460 (20) 27,603 Effects from acquisitions and divestitures (2) (607) 20,648 64 106 Plan settlements (161) Past service cost 393 As of December 31, 2017, the weighted average duration of the defined benefit obligation amounted to 15.5 years (previous year: 15.7 years). 492 Deviation between actual and standardized return on plan assets 1,067 775 Employer contributions 1,102 207 Participants' contributions 48 49 Benefits paid (919) (627) 18,681 19,460 (8,143) Plan assets as of January 1 2016 2017 Notes Notes on balance sheet Consolidated Financial Statements Development of plan assets (million €) BASF Report 2017 Standardized return on plan assets (6,180) Employer contributions (400) provisions for pensions and similar obligations Regional allocation of defined benefit plans as of December 31 (million €) 129 397 1,102 207 (10) (84) (2) 14 (18) (18) 221 (98) (6,223) 70 (6,293) (8,143) 66 (8,209) Pension obligations 2017 2016 Plan assets 2017 Net defined benefit liability 2016 2017 2016 (63) Thereof defined benefit assets Current service cost Net defined benefit liability as of December 31 250 (360) Interest cost (568) (671) Standardized return on plan assets 393 492 Deviation between actual and standardized return on plan assets 1,067 775 Actuarial gains/losses of the defined benefit obligation 6 (2,617) Changes in asset ceiling recognized directly in equity Benefits paid by unfunded plans Effects from acquisitions and divestitures Past service cost Other changes Currency effects 4.625% Bond 2009/2017 EUR 300 4.69% 300 1.375% Bond 2014/2017 GBP 1.46% (2) 2016 (1,990) 124 Sensitivity analysis the BASF Group population and were last updated for the pension obligations in Germany in 2015 and for the pension obligations in the United States in 2014. Actuarial mortality tables (significant countries) as of Dec. 31, 2017 Germany United States Switzerland United Kingdom Heubeck Richttafeln 2005G (modified) RP-2014 (modified) with MP-2014 generational projection BVG 2015 generational S1PxA (standard actuarial mortality tables for self- administered plans (SAPS)) A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: Sensitivity of the defined benefit obligation as of December 31 (million €) Discount rate Projected pension increase The valuation of the defined benefit obligation is generally made using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from Increase by 0.5 percentage points 2017 (1,930) 1,240 Germany 2017 2016 2,200 2,270 1,175 (1,130) (1,110) An alternative valuation of the defined benefit obligation was conducted in order to determine how changes in the underly- ing assumptions would influence the amount of the defined benefit obligation. A linear extrapolation of these amounts based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. 213 Decrease by 0.5 percentage points A Group-wide, uniform procedure is used to determine the discount rates used for the valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an issuing volume of more than 100 million units of the respective currency with a minimum rating of AA- up to AA+ from at least one of the three rating agencies: Fitch, Moody's, or Standard & Poor's. The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. 2.90 3.10 3.10 Assumptions used to determine expenses for pension benefits in the respective business year Discount rate Projected pension increase United Germany United States Switzerland Kingdom 2017 2016 2017 2016 2017 2016 2017 2016 1.80 2.50 4.00 4.20 0.60 0.80 2.80 4.00 1.50 1.50 3.10 214 (828) 26,871 Consolidated Financial Statements Explanation of the amounts in the statement of income and balance sheet adjustments relating to demographic assumptions experience adjustments Effects from acquisitions and divestitures Past service cost Plan settlements Other changes Currency effects Defined benefit obligation as of December 31 2017 27,603 2016 24,861 400 360 568 for adjustments relating to financial assumptions 671 (1,024) 48 49 1 2,571 (2) (20) (5) 66 8 148 2 (14) (1,048) Actuarial gains/losses Participants' contributions Benefits paid Composition of expenses for pension benefits (million €) Expenses for defined benefit plans Expenses for defined contribution plans Expenses for pension benefits (recognized in income from operations) Net interest expenses from underfunded pension plans and similar obligations Net interest income from overfunded pension plans Interest cost for the asset ceiling Expenses for pension benefits (recognized in the financial result) BASF Report 2017 2017 2016 402 346 303 281 705 627 175 183 (2) (5) 173 178 The net interest on the defined benefit liability is recognized in the financial result. This results from the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the business year are considered in the determination of net interest. Net interest expense of the respective business year is based on the discount rate and the defined benefit obligation at the beginning of the year. Development of defined benefit obligation (million €) Defined benefit obligation as of January 1 Current service cost Interest cost Notes Notes on balance sheet 18,104 26,871 13,576 54 Other 1,406 264 Total 6,469 3,319 35 115 (24) (24) (12) 103 109 (225) (49) 1,312 (2,320) (377) (419) 6,707 217 218 Consolidated Financial Statements Notes Notes on balance sheet 24 Liabilities Financial indebtedness (million €) BASF Report 2017 (85) Carrying amounts based on effective interest method and similar commitments 143 Litigation, damage claims, warranties and similar commitments 103 48 109 37 Other Total 1,312 310 1,406 323 6,707 3,229 6,469 Litigation, damage claims, warranties 2,802 Provisions for environmental protection and remedia- tion costs cover expected costs for rehabilitating conta- minated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. Provisions for employee obligations primarily include obligations for the granting of long-service bonuses and anniversary payments, variable compensation including associated social security contributions, as well as provisions for early retirement programs for employees nearing retirement. The increase was primarily attributable to higher accruals for variable compensation components. For more information on provisions for the long-term incentive program, see Note 30 from page 231 onward Obligations from sales and purchase contracts largely include obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liability, sales commissions, expected losses on contracts. The increase in provisions resulted from higher accruals for rebate programs and for product liabilities. The restructuring measures provisions include severance payments to departing employees as well as expected costs for site closures, including the costs for demolition and similar measures. Provisions for litigation, damage claims, warranties and similar commitments contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. Other largely includes noncurrent tax provisions. The following table shows the development of other provisions by category. Other changes include changes in the scope of consolidation, divestitures, currency effects and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. Development of other provisions in 2017 (million €) Unwinding Restoration obligations (22) (13) Restoration obligations primarily relate to the estimated costs for the filling of wells and the removal of production equipment after the end of production in the Oil & Gas segment. Nominal value (million, Effective Currency (1,235) 2 1,720 1,933 Employee obligations 600 (37) (5) (60) 3 111 588 costs (154) Environmental protection and remediation (87) (21) (30) 29 108 2017 Dec. 31, Other changes Reversals Utilization of the discount Additions Jan. 1, 2017 1,297 1,296 (93) 2,173 Obligations from sales and purchase currency of issue) interest rate December 31, 2017 December 31, 2016 BASF SE Commercial paper USD 1,033 variable Bond 2014/2017 EUR 300 variable 300 5.875% Bond 2009/2017 GBP 400 6.04% 467 208 Restructuring measures 1,080 (128) (66) (681) 1,027 928 contracts 1.50 161 18,242 208 143 26,871 27,603 20,648 19,460 (6,223) (8,143) 215 216 Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2017 Explanations regarding plan assets The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is oriented towards the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual assets is held. Total Liability-driven investment (LDI) techniques, such as hedg- ing the risk of changes in interest rates and inflation, are used in some pension plans, especially in the U.K. and U.S. plans. 2017 2016 Equities 29 28 Debt instruments 52 53 Thereof for government debtors 16 16 for other debtors 36 Structure of plan assets (%) 37 (156) 500 12,282 (4,528) (5,960) United States 4,053 4,524 2,687 2,806 (1,366) (1,718) Switzerland 2,070 2,272 (144) 1,889 (181) (298) United Kingdom 1,884 1,909 1,880 1,898 (4) (11) Other 760 656 616 1,974 Real estate 3 4 December 31, 2017 Consolidated Financial Statements Notes Notes on balance sheet December 31, 2016 Million € Restoration obligations Thereof current Thereof current 1,296 17 1,297 29 Environmental protection and remediation costs 23 Other provisions 600 588 116 Employee obligations 2,173 1,553 1,933 1,217 Obligations from sales and purchase contracts 1,080 1,070 928 919 Restructuring measures 112 BASF Report 2017 in 2017 and €590 million in 2016. Contributions to government pension plans were €592 million Alternative investments 15 15 Cash and cash equivalents Total 1 100 100 The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) in addition to corporate and government bonds. Government bonds primarily concern bonds from those countries enjoying the highest credit ratings, such as the United States, United Kingdom, Germany and Switzerland. Corporate bonds mainly comprise invest- ment-grade bonds, whereby particular high-yield bonds are also held to a limited extent. In connection with the ongoing monitoring of default risk based on a given risk budget and on the continuous observation of the development of the credit- worthiness of issuers, an adjustment of plan asset allocation to a revised market assessment may be made, if necessary. Alternative investments largely comprise investments in private equity, absolute return funds and senior secured loans. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe), which were acquired through private placements with a market value in the amount of €575 million as of December 31, 2017, and €853 million as of December 31, 2016. For such securities, especially those held by domestic pension plans, there is no active market. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. With only a few exceptions, there is no active market for plan assets in real estate and alternative investments. Plan assets contained securities issued by BASF Group companies with a market value of €15 million in 2017 and €16 million in 2016. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €111 million on December 31, 2017, and €117 million on December 31, 2016. Since 2010 there has been an agreement between BASF SE and BASF Pensionskasse about the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pen- sionskasse. In 2017, a number of special endowments were provided to improve the funding levels of the plans. No material transactions beyond this took place between the legally independent pension funds and BASF Group companies in 2017. The funding of the plans was as follows: Current funding situation of the pension plans as of December 31 (million €) Unfunded pension plans Funded pension plans Total 2017 2016 Defined benefit obligation 2,814 24,057 Plan assets Defined benefit obligation Plan assets 2,869 20,648 20,648 24,734 19,460 27,603 19,460 Defined contribution plans and government pensions The contributions to defined-contribution plans contained in income from operations amounted to €303 million in 2017 and €281 million in 2016. 119 1.50 1,048 2.60 2.37% Bond 2016/2031 HKD 1,300 2.37% 139 159 1,450% Bond 2017/2032 EUR 300 1.57% 296 3% 491 Bond 2013/2033 500 3.15% 491 491 2.875% Bond 2013/2033 EUR 200 3.09% 198 198 1.625% Bond 2017/2037 EUR EUR 750 492 500 198 40.00 235 BASF TOTAL Petrochemicals LLC, Port Arthur, Texas Total Petrochemicals & Refining USA, Inc., Houston, Texas 40.00 243 40.00 260 Shanghai BASF Polyurethane Company Ltd., Shanghai, China Shanghai Huayi (Group) Company, Shanghai, China, and Sinopec 1.01% Shanghai Gaoqiao Petrochemical 30.00 199 30.00 BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China Other Total 1 Equity interest in W & G Transportation Holding GmbH and OPAL Gastransport GmbH & Co. KG: 50.03 %; voting rights and portion of earnings: 49.98% TODA KOGYO CORP., Hiroshima, Japan Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China 34.00 198 0.875% Bond 2016/2031 EUR Corporation, Shanghai, China 1.73% 736 3.25% Bond 2013/2043 EUR 500 0.88% 494 494 4.875% Ciba Specialty Chemicals Finance Luxembourg S.A. Bond 2003/2018 EUR 477 4.88% 474 461 Other bonds Bond 2016/2026 547 Bonds and other liabilities to the capital market 15,653 13,457 Liabilities to credit institutions 2,379 2,855 Financial indebtedness 18,032 16,312 BASF Report 2017 Breakdown of financial indebtedness by currency (million €) Euro U.S. dollar 631 0.75% 995 996 EUR 200 3.27% 199 199 3.89% U.S. Private Placement Series A 2013/2025 USD 250 3.92% 208 237 4.09% U.S. Private Placement Series B 2013/2028 USD 700 4.11% 582 663 4.43% U.S. Private Placement Series C 2013/2034 BASF Finance Europe N.V. USD 300 4.45% 250 284 0.0% Bond 2016/2020 EUR 1,000 0.14% 40.00 British pound Norwegian krone Hong Kong dollar PETRONAS Chemicals Group Berhad, Kuala Lumpur, Malaysia 26.67 EUR Bond 2014/2024 2.5% 289 279 1.06% 250 GBP Bond 2016/2023 0.875% 664 0.83% 850 500 USD 1,255 1,254 1.93% 1,250 EUR Bond 2012/2022 2% 414 2.65% 500 USD Bond 2017/2022 2.5% 0.925% Bond 2017/2023 1,016 2.60% 497 198 1.58% 200 EUR Bond 2016/2031 1.5% 162 2.69% 1,600 NOK Bond 2017/2029 2.670% 984 497 1.04% EUR 0.875% Bond 2017/2027 159 147 3.70% 1,450 NOK 3.675% Bond 2013/2025 335 1.87% 300 GBP 1.750% Bond 2017/2025 1,000 1,007 1.47% 1,000 292 BASF Report 2017 21 Minority interests Consolidated Financial Statements Notes Notes on balance sheet BASF PETRONAS Chemicals Sdn. Bhd., Group company WIGA Transport Beteiligungs-GmbH & Co. KG, W & G Transport Holding GmbH¹, OPAL Gastransport GmbH & Co. KG¹ BASF India Ltd., Mumbai, India Shah Alam, Malaysia Partner December 31, 2017 variable Bond 2013/2018 December 31, 2016 Equity interest % Million € % Million € Gazprom Germania GmbH, Berlin, Germany 49.981 71 49.981 (43) Free float 26.67 39 Equity interest EUR 300 variable EUR Bond 2013/2021 1.875% 300 300 variable 300 EUR variable Bond 2013/2020 1,261 variable 1,250 EUR variable Bond 2017/2019 749 750 1.44% 750 EUR 1.375% Bond 2014/2019 999 999 1.51% 1,000 EUR Bond 2012/2018 1.5% 300 300 36 2.80 Argentinian peso South African rand Million € Bills of exchange Guarantees Warranties Collateral granted on behalf of third-party liabilities Initiated investment projects Thereof purchase commitments for the purchase of intangible assets Payment and loan commitments and other financial obligations December 31, 2017 December 31, 2016 9 9 The figures listed below are stated at nominal value: 11 49 43 1 1 4,109 5,394 1,045 1,391 16 19 7 25 BASF provides unlimited guarantees, particularly to the Danish government as well as the state-owned company Nordsøfon- den, as a precondition for the exploration for and production of hydrocarbons in the Danish concession area by the joint ven- ture Wintershall Noordzee B.V., Rijswijk, Netherlands. Partially countering the possible 100% liability of BASF arising from these guarantees are the 50% guarantees of the joint-venture partner in favor of BASF. Drawing on these guarantees was not foreseeable as of December 31, 2017. 12 26 25 Other financial obligations 93 275 23 254 329 1,264 334 1,267 1,095 3,064 873 2,850 Other liabilities The increase in current other liabilities was primarily due to cash deposits from group companies accounted for using the equity method, which are reported under miscellaneous lia- bilities. Current derivatives with negative fair values decreased due to negative fair market values arising from foreign currency hedging. By contrast, the noncurrent negative fair values increased. This related primarily to higher negative fair values from hedging using combined interest and cross-currency swaps involving USD, GBP and HKD bonds. Liabilities to credit institutions were secured primarily with registered land charges. The increase in secured other liabili- ties compared with December 31, 2016, is primarily attribut- able to higher collateral for derivative instruments with negative fair values. As in the previous year, there were no secured contingent liabilities in 2017. For more information on financial risks and derivative instruments, see Note 27 from page 222 onward Secured liabilities (million €) Liabilities to credit institutions Accounts payable, trade Other liabilities Secured liabilities Dec. 31, Dec. 31, 2017 2016 22 24 6 6 169 63 197 For more information on liabilities arising from leasing contracts, see Note 28 from page 228 onward 34.00 40.00 57 The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. Other countries In the case of subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. BASF Report 2017 Actuarial assumptions The valuation of the defined benefit obligation is largely based on the following assumptions: Assumptions used to determine the defined benefit obligation as of December 31 Discount rate Projected pension increase Consolidated Financial Statements Notes Notes on balance sheet Germany 2017 The BASF Group maintains defined benefit plans in the United Kingdom, which were closed for further increases in benefit from future years of service. Adjustments to compen- sate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. 2016 Switzerland United Kingdom 2016 2017 2016 2017 2016 1.90 1.80 3.60 4.00 0.50 0.60 United States 2017 Employees are granted benefits based on a defined contribu- tion plan. United Kingdom The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on assets. The pension plan is accounted for as a defined benefit plan, as the obligatory minimum pension guaranteed by law according to the Swiss law "Berufliche Vorsorge (BVG)" is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligat- ed to make contributions, so that the pension funds are able to grant minimum benefits guaranteed by law. The pension funds are managed by boards, where employer and employees are equally represented, which steer and monitor the benefit plans and assets. 40.00 86 919 761 8」 8」。 56 88 22 Provisions for pensions and similar obligations In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have been almost exclusively offered defined contribution plans for future years of service in recent years. The Group Pension Committee monitors the risks of all pension plans of the Group. In this context, it issues guidelines regarding the governance and risk management of pension plans, particularly with regard to the funding of the pension plans and the portfolio structure of the existing plan assets. The organization, responsibilities, strategy, implementation and reporting requirements are documented for the units involved. Economic and legal environment of the plans In some countries - especially in Germany, the United King- dom, Switzerland and Belgium - there are pension obligations subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements to cover pension obligations, which are based on actuarial assumptions that may differ from those in IAS 19. Furthermore, there are restrictions in qualitative and quantitative terms relating to parts of the plan assets for the investment in certain asset categories. This could result in fluctuating employer contributions, financing requirements and the assumption of obligations in favor of the pension funds to comply with the regulatory requirements. The obligations and the plan assets used to fund the obliga- tions are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of the discount rate on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees, however, led to a reduction in risk with regard to future benefit levels. The strategy of the BASF Group with regard to financing pension commitments is aligned with country-specific supervisory and tax regulations. In some countries, pension benefits were granted for which the employer has a subsidiary liability. Pension benefits in a number of countries include minimum interest guarantees to a limited extent. If the pension fund cannot generate the income needed to service the minimum guarantee, this must be provided by the employer under the subsidiary liability. To the extent that recourse to the employer is unlikely based on the structure and provision of the pension benefits as well as the asset situation of the pension fund, these plans are treated as defined contribution plans. 211 212 Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2017 Description of the defined benefit plans The typical plan structure in the individual countries is described in the following. Different arrangements may exist, in particular due to the assumption of plans as part of acquisi- tions; however, these do not have any material impact on the description of plans in the individual countries. Germany For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent funded plan, which is financed by contributions of employees and the employer as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensions- kasse WaG. Some of the benefits financed via the BASF Pensionskasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefits plan at BASF was closed for newly hired employees at German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensionstreu- hand e.V.; at German Group companies, these benefits are almost exclusively financed via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. United States Employees are granted benefits based on defined contribution plans. Since 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past have been frozen. There is no entitlement to pension adjustments to compensate for cost- of-living increases. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level would be based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA. Additional similar obligations arise from plans which assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans are closed to new entrants since 2007. In addition, the amount of the benefits for such plans is frozen. Switzerland 37 66 171 78 28 65 59 63 55 58 53 113 43 29 103 107 18,032 73 16,312 December 31, 2016 2,497 3,767 2,052 1,887 1,845 2,115 1,140 1,304 1,781 1,049 8,717 6,190 December 31, 2017 18,032 118 194 Turkish lira Ukrainian hryvnia Japanese yen Brazilian real Indonesian rupiah Other currencies Total Maturities of financial indebtedness (million €) Following year 1 Following year 2 Following year 3 Following year 4 Following year 5 127 Following year 6 and maturities beyond this year Total Notes Notes on balance sheet December 31, 2017 13,326 December 31, 2016 10,897 2,922 3,346 614 (65) 309 159 139 159 137 Consolidated Financial Statements Chinese renminbi 16,312 Other bonds consist primarily of industrial revenue and pollution control bonds of the BASF Corporation group that were used to finance investments in the United States. Both the weighted-average interest rate of these bonds as well as their weighted-average effective interest rate amounted to 3.1% in 2017 and 2.1% in 2016. The average residual term amounted to 183 months as of December 31, 2017 (Decem- ber 31, 2016: 195 months). 94 1,289 97 791 Other liabilities which qualify as financial instruments 766 1,800 539 1,583 Advances received on orders 564 556 Liabilities related to social security 67 77 95 68 Employee liabilities 28 253 45 310 Liabilities from precious metal trading positions 17 13 Deferred income Miscellaneous liabilities Other liabilities which do not qualify as financial instruments Other liabilities 197 Miscellaneous liabilities Other bonds 199 212 Liabilities to credit institutions In order to finance the natural gas transportation business, a €1,650 million loan was incurred with a 5-year term at an interest rate of 1.08% in 2014. In 2017, €925 million of this amount was transferred to the newly established company W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany, accounted for using the equity method, to finance the natural gas transportation companies, GASCADE Gastranport GmbH, Kassel, Germany, and NEL Gastransport GmbH, Kassel, Germany, which are also accounted for using the equity method. The weighted average interest rate on loans amounted to 4.1% in 2017 compared with 4.5% in 2016. Unused credit lines BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million both as of Decem- ber 31, 2017 and as of December 31, 2016. 219 220 Consolidated Financial Statements Notes Notes on balance sheet Other liabilities (million €) BASF Report 2017 December 31, 2017 December 31, 2016 280 Noncurrent Noncurrent Derivatives with negative fair values 290 274 78 Current 571 Liabilities from finance leases 99 25 84 22 Loan and interest liabilities 283 Current 35 172 n/a 698 4 15 Following year 4 19 3 16 17 3 14 Following year 5 12 2 10 12 3 9 More than 5 years Total 26 5 21 35 14 21 19 18 4 22 n/a 29 11,190 11,190 LaR 11,190 340 340 aFVtPL 340 14 148 Derivatives with hedge accounting 72 n/a 72 326 72 Other receivables and other assets 5 32 30 4 26 Following year 3 72 24 124 3,996 15,653 15,653 AmC 16,406 AmC 2,379 2,379 AmC 2,379 Liabilities from finance leases 124 398 124 124 Accounts payable, trade 4,971 4,971 AmC 4,971 Derivatives no hedge accounting 551 551 aFVtPL 551 n/a 29 6,684 20,292 1,508 LaR 1,508 Securities 175 175 Afs 175 175 Securities 1 19,809 1 Cash and cash equivalents 6,495 6,495 LaR 6,495 6,495 Total assets Bonds Commercial paper Liabilities to credit institutions 22,780 Htm 36 29 482 18,179 2,379 533 2,102 10,598 23,193 Maturities of contractual cash flows from financial liabilities as of December 31, 2016 (million €) 2017 2018 2019 2020 2021 2022 and thereafter Total Bonds and other liabilities to the capital market Liabilities to credit institutions Liabilities resulting from derivative finan- cial instruments Miscellaneous liabilities Total 2,687 1,356 561 Following year 2 278 225 861 Miscellaneous liabilities 1111 Total 2,097 2,237 34 70 1,578 80 4,553 2,421 1,527 1,097 541 82 2,158 1,219 132 46 1,397 1,865 50 38 2,066 9,234 8 5,701 2,025 128 27.3 Classes and categories of financial instru- ments For trade accounts receivable, other receivables and miscella- neous assets, loans, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. Shareholdings which are not traded on an active market and whose fair value could not be reliably determined are recognized at amortized cost and are reported under other financial assets. The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carry- ing amounts and fair values results primarily from changes in market interest rates. BASF Report 2017 Carrying amounts and fair values of financial instruments as of December 31, 2017 (million €) Consolidated Financial Statements Notes Notes on balance sheet Total carrying amount within Carrying scope of application of 20,757 amount Valuation category in accordance with IAS 392 Thereof Thereof fair value fair value Fair value level 13 level 24 Shareholdings¹ Receivables from finance leases Accounts receivable, trade Derivatives no hedge accounting 482 IFRS 7 Afs 1,671 2,871 15 88 2,256 936 1,368 11 47 2,362 1,475 10 13 660 53 1,163 5 81 1,249 37 7,269 4 60 305 7,638 15,555 1,551 515 Derivatives with hedge accounting 13 effects consolidation Currency changes in the scope of 31.12.2017 BASF Report 2017 Non-cash effective changes Acquisitions/ divestitures/ in cash provi- ded by/used in fiancing activities Cash-effective 31.12.2016 Reconciliation according to IAS 7 (million €) Notes Other explanatory notes Consolidated Financial Statements 230 229 For more information on cash flow from acquisitions and divestitures, see Note 2.4 from page 187 onward Cash and cash equivalents were not subject to any utilization restrictions, as in the previous year. The payments made for property, plant and equipment, and intangible assets in the amount of €3,996 million included investments for 2017, to the extent that they already had an effect on cash. Payments of €177 million were received for divestitures in 2017 (2016: €664 million). In the previous year, payments had been received primarily from the sale of the Coatings division's industrial coatings business to the AkzoNobel Group and from the sale of the global polyolefin catalysts business to W.R. Grace & Co., Columbia, Maryland. Cash used in investing activities included €150 million in payments made for acquisitions (2016: €2,828 million). In the previous year, payments had especially been made for the acquisition of the global surface treatment provider Chemetall from Albemarle Corp., Charlotte, North Carolina. In 2016, cash provided by operating activities included €262 million in pension benefits paid, which are covered by a contractual trust arrangement. In 2017, BASF SE transferred securities in the amount of €500 million to BASF Pensionstreuhand e.V., Ludwigshafen, Germany. This transfer was not cash effective and therefore had no effect on the statement of cash flows. Other effects Changes in fair value Financial indebtedness 16,312 26 (3) (23) 542 516 liabilities Other financing-related 124 376 18,032 541 Interest payments comprised interest payments received of €161 million (2016: €156 million) and interest paid of €570 mil- lion (2016: €615 million). (5) 106 Liabilities from finance leases (6) 29 (4) 357 Loan liabilities 17 (631) 4 2,330 (31) 225 459 409 498 Nominal value of the future minimum lease payments 396 320 More than 5 years Total 757 728 1-5 years Future minimum lease payments to BASF from operating lease contracts (million €) In 2017, claims arising from operating leases amounted to €93 million (2016: €89 million). BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €29 million in 2017 (2016: €33 million). BASF as lessor 1,410 Commitments from operating lease contracts (million €) 360 362 Less than 1 year Dec. 31, 2016 Dec. 31, 2017 Nominal value of the future minimum lease payments Consolidated Financial Statements Notes Other explanatory notes BASF Report 2017 previous year, leasing liabilities were not offset by any future minimum lease payments from subleases. In the current business year and in the previous year, no additional lease payments exceeding minimum lease payments were recognized in the income statement due to contractual conditions for finance leases. In 2017 and in the 108 In addition, BASF is a lessee under operating lease contracts. The lease commitments totaling €1,410 million in 2017 (2016: €1,513 million) are due in the following years: 1,058 1,513 Dec. 31, 2016 1,495 2,147 2016 2017 Dividends received Interest payments Income tax payments Million € Cash provided by operating activities contained the following payments: Statement of cash flows 29 Statement of cash flows and capital structure management Dec. 31, 2017 Other explanatory notes 93 23 24 49 50 17 19 Less than 1 year 1-5 years More than 5 years Total In 2017, minimum lease payments of €448 million (2016: €446 million) were included in income from operations. In 2017, conditional lease payments of €1 million (2016: €1 mil- lion) were also included in income from operations. Further- more, sublease payments of €3 million were included in income from operations in 2017 (2016: €4 million). Future minimum lease payments from subleasing contracts based on existing agreements amounted to €10 million in 2017 (2016: €12 million). 89 Financial and similar liabilities 17,291 468 34 468 34 Afs n/a 34 Accounts receivable, trade Derivatives no hedge accounting 10,952 10,952 LaR 10,952 Receivables from finance leases 346 aFVtPL 346 14 332 Derivatives with hedge accounting 172 For more information on financing policy and the Statement of Cash Flows, see the Management's Report from page 58 onward BASF strives to maintain at least a solid A rating, which ensures unrestricted access to financial and capital markets. stable S-1 A 346 stable Shareholdings¹ Thereof fair value 13 n/a 13 13 Other liabilities 3,471 1,878 AmC 1,878 Total liabilities 27,162 level 24 25,569 36 528 Carrying amounts and fair values of financial instruments as of December 31, 2016 (million €) Total carrying amount within Carrying amount scope of application of IFRS 7 Valuation category in accordance with IAS 392 Thereof Fair value fair value level 13 26,322 180 A-1 stable For more information on receivables and miscellaneous assets, see Note 18 from page 208 onward The assets/liabilities relating to hedging transactions form part of the balance sheet item derivatives with positive or negative fair values and include only those transactions which hedge risks arising from financial indebtedness and financ- ing-related liabilities secured by micro hedges. Loan liabilities do not contain any interest components. Other financing-related liabilities primarily comprise liabilities from accounts used for cash pooling with BASF companies not included in the Consolidated Financial Statements. They are reported in miscellaneous liabilities within the balance sheet item other liabilities which qualify as financial instruments. The reconciliation shows changes in such financial liabilities and hedging transactions for which payments received and made are shown under cash provided by/used in financing activities in the statement of cash flows. 1 Includes additions from leasing contracts 19,472 (734) 97 (645) 10 3,248 For more information on liabilities, see Note 24 from page 218 onward (118) 411 205 17,496 Total from hedging transactions Assets/liabilities 19,590 97 40 (645) 10 2,837 (734) A The equity of the BASF Group as reported in the balance sheet amounted to €34,756 million as of December 31, 2017 (December 31, 2016: €32,568 million); the equity ratio was 44.1% on December 31, 2017 (December 31, 2016: 42.6%). Currently, BASF has the following ratings, which were most recently confirmed in the fourth quarter of 2017 (Moody's: December 19, 2017; Standard & Poor's and Scope: Octo- ber 18, 2017). P-1 A1 Outlook indebtedness Current financial Noncurrent financial indebtedness Dec. 31, 2016 Moody's Standard & Poor's Scope The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the company's financing policy are to secure solvency, limit financial risks and optimize the cost of capital. Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to capital markets and a solid A rating. BASF's capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. Capital structure management stable S-1 BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize our debt capital financing conditions. A A-1 A Standard & Poor's Scope stable P-1 A1 Outlook indebtedness Current financial Noncurrent financial indebtedness Dec. 31, 2017 Moody's stable Liabilities resulting from derivative finan- cial instruments 141 capital market 90 74 (24) 22 2 2 249 (124) (359) (390) (396) (558) The decrease in net losses from financial liabilities measured at amortized cost primarily arose from the currency translation of financing-related liabilities denominated in foreign currencies, which resulted in a higher translation gain in 2017 than in the previous year. There was also a decline in the net loss for financial instruments measured at fair value through profit or loss. This development is primarily due to realized and unrealized results from derivatives to hedge foreign currency transactions. Countering this was a higher net loss from loans and receivables largely attributable to the foreign currency translation of receivables. The gains and losses from the valuation of securities and shareholdings recognized in the equity of the shareholders of BASF SE are shown in the Statement of income and expense recognized in equity on page 169. BASF Report 2017 Consolidated Financial Statements Notes Notes on balance sheet 27.4 Derivative instruments and hedge accounting The use of derivative instruments BASF is exposed to foreign-currency, interest-rate and commodity-price risks during the normal course of business. These risks are hedged through a centrally determined strategy employing derivative instruments. Hedging is only employed for underlying items from the operating business, cash investments, and financing as well as for planned sales, raw material purchases and capital measures. The risks from the underlying transactions and the derivatives are constantly monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. To ensure effective risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. The fair values of derivative financial instruments are calculated using valuation models which use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. Fair value of derivative instruments (million €) (166) (311) 2016 2017 Derivatives with negative fair values 491 515 Amount offset (46) Net amount 445 (46) 469 netting agreements (101) (101) Relating to financial collateral Potential net amount (124) (47) December 31, 2017 220 The table "Offsetting of financial assets and financial liabilities" shows the extent to which financial assets and financial liabili- ties are offset in the balance sheet, as well as potential effects from the offsetting of instruments subject to a legally enforce- able global netting agreement or similar agreement. For posi- tive fair values of combined interest and cross-currency swaps, the respective counterparties provided cash collaterals in corresponding amounts to the outstanding fair values. Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receiv- ables and other liabilities at the end of 2017 and 2016 arose from derivatives not subject to any netting agreements as well as from embedded derivatives and are therefore not included in the table above. Net gains and losses from financial instruments comprise the results of valuations, the amortization of discounts, the recog- nition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only those gains and losses from instruments which are not designated as hedging instruments as defined by IAS 39. Net gains or net losses from available-for-sale financial assets contain income and expenses from write- downs/reversals of write-downs, interest, dividends and the reclassification of valuation effects from equity on the sale of the securities and shareholdings. Net gains and losses from financial instruments (million €) Loans and receivables Thereof interest result Available-for-sale financial assets Thereof interest result Financial liabilities measured at amortized cost Thereof interest result Financial instruments at fair value through profit or loss 321 Foreign currency forward contracts Foreign currency options Foreign currency derivatives (131) Cash flow hedge accounting Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. For the reporting of these hedges in the Consolidated Financial Statements of the BASF Group, no hedge accounting was applied in 2017 and in 2016. Cash flow hedge accounting continues to be used to a minor extent for natural gas purchases, so that gains and losses from hedging instruments are initially recognized in equity. Gains and losses from hedging instruments are included in cost of sales at the point in time at which the hedged item is recognized in profit or loss. The planned transactions and their effect on earnings occur in the year following the balance sheet date. In 2017, effective changes in the fair value of hedging instruments of €200,000 (2016: €1 million) were recognized in the equity of the shareholders of BASF SE. In 2017, effective changes in the fair value of hedging instruments of €300,000 were derecog- nized from the equity of shareholders of BASF SE and recog- nized in other operating income (2016: €1 million). The ineffec- tive part in the change in value of the hedge amounted to minus €100,000 in 2017 and minus €1 million in 2016. These amounts were reported in the income statement in other operating expenses. BASF also uses cash flow hedge accounting for some foreign currency derivatives to hedge planned sales denominated in U.S. dollars. The impact on earnings from the underlying transactions occurs in 2018. In 2017, the effective change in values of the hedges was €71 million (2016: €9 million), which was recognized in the equity of the shareholders of BASF SE. A total of €44 million (2016: €11 million) was derecognized from the equity of shareholders of BASF SE and was recognized in income from foreign currency and hedging transactions. The hedges were entirely effective. To hedge foreign currency risk which existed for a part of the U.S. dollar-denominated purchase price for the acquisition of Chemetall, BASF used options and foreign currency forward contracts in the previous year. These were designated as hedging instruments and led to effective changes in the amount of €97 million, which was recognized in the equity of the shareholders of BASF SE. Upon completion of the trans- action in December 2016, this amount was derecognized from the equity of the shareholders of BASF SE reducing the purchase price accordingly and along with that the resulting goodwill arising from the transaction. The ineffective part of the fair value changes of the hedging instruments amounted to minus €10 million and was recognized in other operating expenses. 227 228 Consolidated Financial Statements Notes Notes on balance sheet BASF Report 2017 1 The interest rate risk of the floating rate notes issued by BASF SE in 2013 was hedged using interest rate swaps. The bond and the interest rate swaps were designated in a hedg- ing relationship. The effective changes in the fair value of the hedging instruments amounting to €6 million were recognized in equity of the shareholders of BASF SE in 2017. In the previ- ous year, the variable interest bond issued in 2014 and expired in 2017 was also hedged by interest rate swaps. The effective changes in the fair value recognized in equity of the sharehold- ers of BASF SE amounted to €6 million in 2016. There were no ineffective parts in either year. 28 Leases Leased assets Property, plant and equipment include assets which are considered to be economically owned through a finance lease. They primarily concern the following items: Leased assets (million €) Land, land rights and buildings Machinery and technical equipment Miscellaneous equipment and fixtures Total Liabilities from finance leases (million €) December 31, 2017 Acquisition cost Net book value December 31, 2016 Acquisition cost Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted into euros using currency swaps. This hedge was designated as a cash flow hedge. The hedge was entirely effective. In 2017, this resulted in changes in fair value of minus €125 million, which were recognized in the equity of the shareholders of BASF SE (2016: minus €33 million). In 2017, €144 million was derecog- nized from other comprehensive income and recorded as an expense in the financial result (2016: €38 million income in financial result). Derivatives with positive fair values 1 (152) (1) Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Interest rate swaps 65 December 31, 2016 (163) 37 15 102 (148) 34 3 (13) (27) Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Derivative financial instruments Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Combined interest and cross-currency swaps (21) (175) 45 Thereof designated hedging instruments as defined by IAS 39 (hedge accounting) Interest derivatives Commodity derivatives 38 163 (188) 18 (66) (13) Gross amount Amounts which cannot be offset Due to global Amounts which can be offset 504 Bonds 12,424 12,424 AmC 13,144 Commercial paper 1,033 1,033 AmC 1,033 2,061 Liabilities to credit institutions 2,855 AmC 2,855 Liabilities from finance leases 106 106 Accounts payable, trade 4,610 4,610 n/a AmC 106 2,855 4,610 14,921 17,756 172 172 Other receivables and other assets 3,736 1,370 LaR 1,370 Securities 672 672 Afs 15,390 672 Securities 1 1 Htm Cash and cash equivalents 1,375 1,375 LaR 1,375 1,375 Total assets 672 Net book value Derivatives no hedge accounting Derivatives with hedge accounting Consolidated Financial Statements Notes Notes on balance sheet Offsetting of financial assets and financial liabilities as of December 31, 2017 (million €) Amounts which can be offset Amounts which cannot be offset Due to global BASF Report 2017 Gross amount Derivatives with positive fair values Derivatives with negative fair values 376 (373) Amount offset (39) (39) 226 Net amount Relating to financial collateral Potential net amount 337 (55) (10) 272 (412) (55) (139) (606) Offsetting of financial assets and financial liabilities as of December 31, 2016 (million €) netting agreements 623 225 5 Determination of the fair value based on parameters for which there is no observable market data 26 623 26 Other liabilities 6 Total liabilities 2,968 24,645 1,367 23,044 aFVtPL n/a AmC 623 0 26 623 26 6 Not including separately shown derivatives as well as receivables and liabilities from finance leases 1,367 23,764 649 Thereof fair value level 35 Thereof fair value level 35 1 The difference between carrying amount and fair value results from shareholdings measured at acquisition cost, for which the fair value could not be reliably determined (2017: €482 million; 2016: €468 million). 2 Afs: available-for-sale (category: available-for-sale financial assets); LaR: loans and receivables (category: loans and receivables); aFVtPL: at-fair-value-through-profit-or-loss (catego- ry: financial assets and liabilities at fair value recognized in the income statement); AmC: amortized cost (category: financial liabilities which are not derivatives); Htm: Held-to-maturity (category: financial assets held to maturity); a more detailed description of the categories can be found in Note 1 from page 173 onward. 3 Determination of the fair value based on quoted, unadjusted prices on active markets 4 Determination of the fair value based on parameters for which directly or indirectly quoted prices on active markets are available 0 33 22 46 3,337 (175) 2,745 45 3,337 (175) 2,476 121 BASF Report 2017 Consolidated Financial Statements 223 Notes Notes on balance sheet Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw materials prices. These result primarily from raw materials (for example naphtha, propylene, benzene, lauric oils, cyclohexane, methanol, natural gas, butadiene, LPG condensate and ammonia) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: - BASF uses commodity derivatives to hedge the risks from the volatility of raw materials prices. These are primarily options and swaps on crude oil, oil products and natural gas. - In the Oil & Gas segment, risks to margins arise in volatile markets when purchase and sales contracts are priced differently. Corresponding oil and gas derivatives are used to hedge these risks. - The Catalysts division enters into both short-term and long- term purchase contracts with precious metal producers. It also buys precious metals on spot markets from a variety of business partners. The price risk from precious metals purchased to be sold on to third parties, or for use in the production of catalysts, is hedged using derivative instruments. This is mainly done using forward contracts which are settled by either entering into offsetting contracts or by delivering the precious metals. - In the Crop Protection division, the sales prices of products are sometimes coupled to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. In connection with CO2 emissions trading, various types of CO2 certificates are purchased and sold using forward contracts. The goal of these transactions is to benefit from market price differences. These deals are settled by physical delivery. As of December 31, 2017 and as of December 31, 2016, there were no deals outstanding. By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valua- tion of commodity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. BASF performs value-at-risk analyses for all commodity derivatives and precious metals trading positions. Using the value-at-risk analysis, we continually quantify market risk and forecast the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. The value-at-risk calculation for precious metals is based on a confidence interval of 99%. BASF uses the variance-covariance approach. BASF uses value at risk as a supplement to other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. Exposure to commodity derivatives (million €) (27) 1,700 (13) 600 Variable interest rate 439 December 31, 2016 Fixed interest rate Variable interest rate 208 610 88 14,703 87 3,329 105 12,564 568 3,748 Nominal and fair values of interest rate swaps and combined interest and cross-currency swaps (million €) Crude oil, oil products and natural gas Interest rate swaps Combined interest and cross-currency swaps Thereof fixed rate December 31, 2017 Nominal value Fair value December 31, 2016 Nominal value Fair value 600 (13) 1,700 (27) Thereof payer swaps December 31, 2017 December 31, 2016 Exposure For more information on credit risks, see Note 18 from page 208 onward Liquidity risks BASF promptly recognizes any risks from cash flow fluctua- tions as part of the liquidity planning. BASF has ready access to sufficient liquid funds from our ongoing commercial paper program and confirmed lines of credit from banks. 27.2 Maturity analysis The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presen- tation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. Derivatives are included using their net cash flows, provided they have a negative fair value and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not considered. Trade accounts payable are generally interest-free and due within one year. Therefore, the carrying amount of trade accounts payable equals the sum of future cash flows. 224 Consolidated Financial Statements Notes Notes on balance sheet Default and credit risks arise when counterparties do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of each significant debtor and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of other financial obligations subject to default risk represents the maximum default risk for BASF. BASF Report 2017 2018 2019 2020 2021 2022 2023 and thereafter Total Bonds and other liabilities to the Liabilities to credit institutions Maturities of contractual cash flows from financial liabilities as of December 31, 2017 (million €) 569 Default and credit risk The exposure corresponds to the net amount of all long and short positions of the respective commodity category. Value at Risk Value at Exposure Risk 90 1 6 1 Precious metals 36 2 For more information regarding financial risks and BASF's risk manage- ment, see the Opportunities and risks report in the Management's Report from page 111 onward 5 Emission certificates Agricultural commodities Total 0 0 (40) 0 126 3 (29) 2 1 December 31, 2017 Fixed interest rate Financial indebtedness Securities BASF Report 2017 Consolidated Financial Statements Notes Notes on balance sheet Assets used under long-term leases Assets used under long-term leases primarily concerned buildings and IT infrastructure. For more information on liabilities arising from leasing contracts, see Note 28 from page 228 onward Obligations arising from long-term leases Obligations arising from purchase contracts Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase obligations as of December 31, 2017, were as follows: Obligations arising from purchase contracts (million €) (excluding finance leases) (million €) 2018 23 2018 2019 2019 273 2020 2020 207 2021 2021 137 2022 2022 362 111 5 27 26 118 43 136 43 113 44 59 25 253 96 28 241 December 31, 2017 December 31, 2016 Minimum lease payments Interest portion Leasing liability Minimum lease payments Interest portion Leasing liability Following year 1 32 5 94 9 2023 and maturities beyond this year 320 December 31, 2017 Exposure Sensitivity December 31, 2016 Exposure USD 1,410 (143) 1,849 Sensitivity (241) Other 566 Exposure and sensitivity by currency (million €) (63) (35) 1,976 (206) 2,113 (276) Total Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. Interest rate risks: Interest rate risks result from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments, and changes in the interest payments of variable-rate instruments. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used. While these risks are relevant to the financing activities of BASF, they are not of material significance for BASF's operating activities. The variable interest exposure, which also includes fixed rate bonds set to mature in the following year, amounted to minus €986 million as of December 31, 2017 (2016: minus €2,447 million). An increase in all relevant interest rates by one percentage point would have raised income before taxes and minority interests by €4 million as of December 31, 2017, and raised income before taxes and minority interests by €1 million as of December 31, 2016. The effect from the items designated under hedge accounting would have increased the equity of the shareholders of BASF SE before income taxes by €9 mil- lion as of December 31, 2017 (2016: increase of €16 million). Carrying amount of nonderivative interest-bearing financial instruments (million €) Loans 264 2023 and maturities beyond this year Total The sensitivity analysis is conducted by simulating a 10% appreciation of the respective functional currency against the other currencies. The effect on BASF's income before taxes and minority interests would have been minus €252 million as of December 31, 2017, and minus €300 million as of Decem- ber 31, 2016. The effect from the items designated under hedge accounting would have increased the equity of the shareholders of BASF SE before income taxes by €46 million as of December 31, 2017 (2016: increase of €24 million). This only refers to transactions in U.S. dollars. The foreign currency risk exposure amounted to €1,976 million as of December 31, 2017 and €2,113 million as of December 31, 2016. Foreign currency risks: Changes in exchange rates could lead to losses in the value of financial instruments and adverse changes in future cash flows from planned transactions. For- eign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional cur- rency of the respective Group company. Foreign currency contracts in a variety of currencies are used to hedge foreign exchange risks from nonderivative financial instruments and planned transactions. Total 1,410 26 Risks from litigation and claims 7,306 4,776 2,688 2,374 2,362 7,112 26,618 Further possible obligations arising from agreements existing as of December 31, 2017 are shown in 2.4: Acquisitions and divestitures. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the deriva- tive financial instruments which are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included, if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. In the arbitration proceedings initiated in May 2013, Metrogas S.A., Chile, claims damages valued in an amount of €227 million as a result of insufficient gas deliveries against Wintershall Energía S.A., Argentina (WIAR), Total Austral S.A., Argentina, and Pan American Energy LLC, Argentina. The defendants, as sellers, concluded a natural gas supply contract with Metrogas in 1997. WIAR's share of supply in the contract is 37,5%. After the resignation of the chairman of the Arbitral Tribunal in mid-2016, the International Chamber of Commerce (ICC) nominated a new Arbitral Tribunal that pursued the arbitration proceedings during 2017. The hearing took place in April 2017. On February 2, 2018, the Arbitral Tribunal dismissed the Metrogas claim in its entirety and imposed the procedural costs on Metrogas. Between November 2014 and March 2015, a putative class action lawsuit and several additional lawsuits were filed in the United States District Court of the Southern District of New York against BASF Metals Limited (BML), based in the United Kingdom, along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. The lawsuits were consolidated, and a Second Consolidated Amended Class Action Complaint was eventually filed in July 2015. This Complaint also names as a defendant, among others, BASF Corporation. On September 21, 2015, the defendants filed a Joint Motion to Dismiss the Second Consolidated Amended Class Action Complaint, and BML and BASF Cor- poration filed individual motions to dismiss. On March 28, 2017, the Court dismissed the Second Consolidated Amended Class Action Complaint against BASF Corporation and BML on jurisdictional grounds. On May 15, 2017, the plaintiffs filed an amended Complaint that renews allegations against defendants and BML, while BASF Corporation is not named as a defendant. The defendants filed a renewed Joint Motion to Dismiss and BML filed a renewed Motion to Dismiss. A pro se complaint filed in September 2015 was dismissed by the U.S. District Court on October 19, 2017. The plaintiff filed an appeal to the U.S. Court of Appeals on November 19, 2017. Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. 221 222 Consolidated Financial Statements Notes Notes on balance sheet 27 Supplementary information on financial instruments BASF Report 2017 27.1 Financial risks Market risks BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) are conduct- ing a remedial investigation / feasibility study (RI/FS) of the LPRSA. In 2016, the United States Environmental Protection Agency (USEPA) selected a final remedy for the lower 8 miles of the LPRSA. An agreement with USEPA on work in the upper portion of the LPRSA may occur as early as 2018. 67 520 Purchase/sale of reserves 413 945 Local duties (royalties, export, etc.) 40 91 131 166 Net revenue (less duties) 240 56 416 1,920 Production costs 108 971 264 291 Sales natural gas Fully consolidated companies Germany Europe Russia Sales crude oil (including condensate and LPG) 202 75 680 Middle East 56 South America Total Group 94 1,106 74 North Africa, 33 145 18 6 (120) (49) Operating income before taxes 11 43 (109) 5 239 312 Income taxes 3 1,261 166 13 4 964 563 Exploration expenses and technology 5 81 9 20 Other 15 Depreciation, amortization and impairment 109 692 14 12 137 130 Rest of 2016 (million €) 132 33 10 158 Fair value of options granted to the Board of Executive Directors in the fiscal year as of grant date 550 Exploration expenses and technology 231 6 15 22 24 149 Depreciation, amortization and impairment 101 82 587 118 2,201 298 263 438 1,066 Local duties (royalties, export, etc.) 47 Production costs 79 Net revenue (less duties) 269 1,064 379 50 439 126 20 10 154 18 94 236 Operating income after taxes 32 101 64 222 172 509 Net income of equity-accounted companies 79 49 4 (18) 47 13 Income taxes 872 Other (1) 16 25 8 (163) (115) Operating income before taxes 45 148 286 - 266 745 80 50 116 3 637,610 (479,111) (519,984) (129,630) (97,424) 2,811,447 570,465 2,849,723 The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital surplus over the term of the program. Personnel expenses of €28 million were recorded in 2017 for the BASF incentive share program "plus" (2016: €28 million). 31 Compensation for the Board of Executive Directors and Supervisory Board Million € 2017 2016 The free shares to be provided by the Company are measured at the fair value on the grant date. Fair value is determined on the basis of the stock price of BASF shares, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €86.02 for the 2017 program, and €67.90 for the 2016 program. Performance-related and not performance-related cash compensation for the Newly acquired entitlements Bonus shares issued Lapsed entitlements As of December 31 2,849,723 As a result of a resolution by the Board of Executive Directors in 2002 to settle options in cash, options outstanding from the LTI programs 2010 to 2017 were valued with the fair value as of December 31, 2017. A proportionate provision is recorded for programs in the vesting period. The LTI provision decreased from €464 million as of December 31, 2016 to €347 million as of December 31, 2017 due to lower fair values of the outstanding option rights. The utilization of provisions amounted to €49 million in 2017 (2016: €25 million). Income arising from the reversal of provisions amounted to €68 million in 2017. The previous year had included an expense of €267 million. The total intrinsic value of the exercisable options amounted to €145 million as of December 31, 2017 and €167 million as of December 31, 2016. 232 Consolidated Financial Statements Notes - Other explanatory notes BASF Report 2017 2,829,521 BASF incentive share program Employees who participate in the BASF incentive share program "plus" acquire shares in BASF from their variable compensation. For every 10 BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and ten years of holding the BASF shares. As a rule, the first and second block of ten shares entitles the participant to receive one BASF share at no extra cost in each of the next 10 years. The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for the Company or one year after retirement. The number of free shares to be granted has developed as follows: Number of free shares to be granted (shares) As of January 1 2017 2016 The "plus" incentive share program was introduced in 1999 and is currently available to employees in Germany, other European countries and Mexico. Simultaneous participation in both the "plus" program and the LTI program is not allowed. 360 Board of Executive Directors 360 1,182 154 9 885 111 23 520 Proven reserves as of December 31 117 24 74 15 4 Production 58 Thereof equity-accounted companies 6 505 8 346 6 Thereof equity-accounted companies 360 856 147 8 628 50 23 Proven developed reserves as of December 31 520 Sales natural gas 9 The number of options granted amounted to 1,461,113 in 2017 (2016: 1,710,404). Extensions and discoveries Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. 76.13 240 Supplementary Information on the Oil & Gas Segment 25 23 85 139 Operating income after taxes BASF Report 2017 8 141 (18) 154 173 Net income of equity-accounted companies (63) (112) 77 Operating income from oil and gas-producing activities figures shown for the Oil & Gas segment. Significant deviations exist in sales revenues that do not include sales from mer- chandise and services as well as the financing and corporate overhead costs not included there. Income taxes were com- puted using currently applicable local income tax rates. 766 249 Group America Middle East Russia Operating income represents only those revenues and expenses directly associated with oil, condensate and gas production. This partially results in significant differences to the Total North Africa, Rest of Europe Germany Sales crude oil (including condensate and LPG) Fully consolidated companies 2017 (million €) South (40) (26) BASF Report 2017 3.38 Risk-free interest rate Volatility BASF share % 0.19 0.05 % 3.38 23.63 Volatility MSCI Chemicals Correlation BASF share price: MSCI Chemicals % 14.22 14.34 % 73.41 23.11 % 41.23 33.87 Consolidated Financial Statements Notes Other explanatory notes 231 30 Share price-based compensation program and BASF incentive share program Share price-based compensation program In 2017, BASF continued its share price-based compensation program known as the long-term incentive (LTI) program for the BASF Group, which has been in place since 1999. Approximately 1,200 people, in particular the Board of Executive Directors and senior executives, are currently eligible to participate in this program. This program provides for the granting of virtual options, which are settled in cash when exercised. Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price for BASF shares on the first business day after the Annual Shareholders' Meeting, which was €87.84 on May 15, 2017. The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price (absolute threshold). The value of right A is the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. If the cumulative percentage performance of BASF shares exceeds the percentage performance of the MSCI World Chemicals IndexSM (MSCI Chemicals), right B may be exercised (relative threshold). The value of right B is the base price of the option multiplied by twice the percentage outperformance of BASF shares compared with the MSCI Chemicals Index on the exer- cise date. It is limited to the closing price on the date of exer- cise minus the computed nominal value of BASF shares. Beginning with the 2013 LTI program, right B is only valuable if the price of BASF shares at least corresponds with the base price. The options of the LTI program 2017 were granted on July 1, 2017, and may be exercised following a two-year vest- ing period, between July 1, 2019, and June 30, 2025. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the per- formance targets must be surpassed. If the other performance target is not surpassed and the option is exercised, the other option right lapses. A participant's maximum gain from exer- cising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maximum gain from exercising an option is limited to 10 times the original individual investment for programs from previous years. Option rights are nontransferable and are forfeited if the option hold- ers no longer work for BASF or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared with the conditions applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI program with at least 10% of their actual annual variable compensation. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exercise their options at least four years after they have been granted (vesting period). The 2010 to 2016 programs were structured in a similar way to the LTI program 2017. The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. Fair value of options and parameters used as of December 31, 2017 2017 LTI program of the year 2016 Fair value Dividend yield € The stated fair values and the valuation parameters relate to the LTI programs 2017 and 2016. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preceding years, corresponding fair values were com- puted and valuation parameters were used. 237 Oil and gas reserves 4.0 24 75 12 39 19 Proven reserves as of December 31 Production Purchase/sale of reserves 4 114 4 3 126 10 (1) 97 21 (1) Revisions and other changes 520 Extensions and discoveries 57 124 907 291 6 Thereof equity-accounted companies 305 818 114 8 622 55 19 Proven developed reserves as of December 31 466 466 8 451 7 Thereof equity-accounted companies 466 1,198 140 8 1,182 154 9 885 82 82 76 4 2 Thereof equity-accounted companies Thereof equity-accounted companies 82 478 8 82 218 136 8 50 2 7 15 20 1107 34 Proven developed reserves as of December 31 8 33 166 111 23 as of January 1, in million barrels of oil equivalent (MMBOE) Developed and undeveloped gas reserves Thereof at equity Total Group South America North Africa, Middle East Russia Rest of Europe Germany Consolidated and equity-accounted companies Gas 2017 72 72 68 4 72 390 8 72 111 305 305 BASF Report 2017 Germany Consolidated and equity-accounted companies 80 80 74 6 80 320 7 77 144 60 2 60 32 89 89 82 6 1 89 Rest of Europe 440 North Africa, Middle East 24.8 6 39 11 (2) 19 8 3 Revisions and other changes 572 1,260 167 11 940 118 24 as of January 1, in million barrels of oil equivalent (MMBOE) Developed and undeveloped gas reserves Thereof at equity Total Group South America Russia Proven reserves as of December 31 7 184 Middle East Russia Europe Germany North Africa, Rest of Supplementary Information on the Oil & Gas Segment 239 Gas 2016 Thereof equity-accounted companies Proven developed reserves as of December 31 Thereof equity-accounted companies Proven reserves as of December 31 Production Purchase/sale of reserves 2.7 Revisions and other changes in million barrels (MMbbl) oil reserves as of January 1, Proven developed and undeveloped Consolidated and equity-accounted companies Oil 2016 South America 86 Total Thereof at equity 127 4 48 2 3 15 22 1100 36 (3) 4 (7) 6 5 96 484 9 96 193 144 42 Group Production Extensions and discoveries 1 December 31, 2017 180 734 196 390 73 Associated companies 306 Joint ventures December 31, 2016 176 172 Nonconsolidated subsidiaries December 31, 2017 Other liabilities Other receivables Other receivables and liabilities with related parties (million €) 44 29 92 75 76 55 69 71 73 77 236 December 31, 2016 Purchase/sale of reserves Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating business. BASF Group companies have used the following services from KPMG: 33 Services provided by the external auditor For more information on the members of the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 137 onward For more information about defined benefit plants, the division of risk between group companies (including non-consolidated subsidiaries), see Note 22, "Provisions for pensions and similar obligations," from page 211 onward For more information on subsidiaries, joint ventures and associated companies, see the BASF Group List of Shares Held on page 190 For more information on other financial obligations in favor of joint ventures, see Note 25 from page 220 onward There were no reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2017. Effective December 31, 2017, the present value of the outstanding minimum rental payments for an office building including parking area payable by BASF SE to BASF Pen- sionskasse WaG for the nonterminable basic rental period to 2029 amounted to €55 million. There were no obligations arising from purchase contracts with associated companies as of December 31, 2017; as of December 31, 2016, these amounted to €26 million. Obliga- tions arising from purchase contracts with joint ventures amounted to €3 million as of December 31, 2017, whereas there were no corresponding obligations as of December 31, 2016. There were obligations from guarantees and other financial obligations at BASF in favor of nonconsolidated subsidiaries in the amount of €5 million as of December 31, 2017 (Decem- ber 31, 2016: €3 million) and in favor of associated companies in the amount of €23 million as of December 31, 2017 (Decem- ber 31, 2016: €21 million). BASF Report 2017 Consolidated Financial Statements Notes - Other explanatory notes 234 233 The balance of valuation allowances for other receivables from nonconsolidated subsidiaries decreased from €79 million as of December 31, 2016 to €74 million as of December 31, 2017. Of this amount, €1 million was recognized as an expense in 2017 (2016: €26 million). Of this amount, €5 million was recognized as an expense in 2017 (2016: €1 million). The outstanding balances toward related parties were generally not secured and settled in cash. The balance of valuation allowances for trade accounts receivable from associated companies rose from €1 million as of Decem- ber 31, 2016 to €9 million as of December 31, 2017. Since the transfer of the global leather chemicals business to the Stahl group on September 29, 2017, BASF holds a minority interest in the parent company of the Stahl group, in which it can exercise significant influence. Sales, receivables, trade accounts receivable and other obligations resulting from transactions with Stahl group since then are included in the tables above in the values for associated companies in 2017. The €22 million decline in other liabilities from associated companies in 2017 was largely due to other financing-related liabilities. The decline in other receivables from associated compa- nies and the increase in other receivables from joint ventures was largely due to the transfer of the financing function for the regulated gas transportation activities to the newly established joint venture W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany. Receivables from the associated companies GASCADE Gastransport GmbH, Kassel, Germany, and NEL Gastransport GmbH, Kassel, Germany, in the amount of €259 million were transferred to W & G Infrastruktur Finan- zierungs-GmbH and a loan of €140 million was granted to it. The cash that was also transferred to the joint venture was deposited in the BASF Group's cash pool and led to an increase of €665 million in other liabilities from joint ventures. For more information, see Note 2.3 from page 186 onward and transactions. Other receivables and liabilities primarily arose from financing activities, from accounts used for cash pooling, outstanding dividend payments, profit-and-loss transfer agreements, and other finance-related and operating activities December 31, 2016 178 97 258 Million € Accounts payable, trade December 31, 2017 136 The members of the Board of Executive Directors were granted 127,276 options under the long-term incentive (LTI) program in 2017. Performance-related compensation for the Board of Executive Directors is based on the return on assets adjusted for special effects, as well as the performance of the entire Board. Return on assets corresponds to income before taxes and minority interests plus interest expenses as a percentage of average assets. 150.4 1 Compensation for Dr. Harald Schwager and Margret Suckale from their active membership on the Board of Executive Directors in 2017 is included under total compensation for former members of the Board of Executive Directors 144.3 15.9 7.6 3.0 3.3 Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board and their surviving dependents Pension provisions for former members of the Board of Executive Directors and their surviving dependents¹ Total compensation for former members of the Board of Executive Directors Compensation for the Supervisory Board 3.3 7.0 Service costs for members of the Board of Executive Directors 21.4 27.5 Total compensation for the Board of Executive Directors The market valuation of the options of active and former mem- bers of the Board resulted in income of €5.8 million in 2017. In 2016, the market valuation of the options resulted in expenses of €30.7 million. December 31, 2016 135 For more information on the compensation of members of the Board of Executive Directors, see the Compensation Report from page 140 onward BASF Report 2017 Accounts receivable, trade December 31, 2017 Associated companies Joint ventures Nonconsolidated subsidiaries Trade accounts receivable from / trade accounts payable to related parties (million €) 245 307 317 379 Joint ventures Associated companies 395 413 Nonconsolidated subsidiaries 2016 2017 Notes Other explanatory notes Consolidated Financial Statements Sales to related parties (million €) The following tables show the volume of business with related parties that are included at amortized cost or accounted for using the equity method. A related party is a natural person or legal entity which can exert influence on the BASF Group or over which the BASF Group exercises control or joint control or a significant influence. In particular, this comprises nonconsolidated subsidiaries, joint ventures and associated companies. 32 Related-party transactions For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 137 onward Annual audit 17.4 Audit-related services BASF Report 2017 Supplementary Information on the Oil & Gas Segment 237 Supplementary Information on the Oil & Gas Segment (Unaudited) The following provides supplementary information on the Exploration & Production business sector of the Oil & Gas segment. In the absence of detailed disclosure rules in this area under the International Financial Reporting Standards (IFRS), the presentation is based on the FASB standard Extractive Activities - Oil and Gas (Topic 932), which is a fur- ther development of SFAS 69. In the following sections, the determination of the amounts complies with the metrics set out by IFRS that underlie the BASF Group Consolidated Finan- cial Statements: Operating income from oil and gas-producing activities; Period expenditures for acquisition, exploration and development of oil and gas deposits; Capitalized costs relating to oil and gas producing activities; and Capitalized exploration drilling: suspended well costs. The definition of companies accounted for using the equity method also follows the approach of the Consolidated Financial Statements. The cash flow from the Yuzhno Russkoye project is shown in the fully consolidated company responsible for marketing the gas. According to Topic 932, the current economic conditions were considered in the determination of oil and gas reserves as well as the standardized calculation of discounted net cash flows. The prices used are valued at the average price calcu- lated from the prices on the first day of the month for the past 12 months. Expected proven reserves and the resulting future net cash flows can vary significantly from the current estimates. Furthermore, the realized prices and costs and the actual cash flows resulting therefrom may differ from the estimate in amount and distribution over time. Therefore, the values pre- sented should not be interpreted as a prediction of future cash flows, nor in their sum as the current value of the company. Furthermore, different prices, costs and volume estimates are used for operational decisions as well as for the prepara- tion of the Consolidated Financial Statements. Therefore, the reserves and net cash flows shown are not comparable with statements and values in the Consolidated Financial State- ments. According to the requirements in Topic 932, regions with more than a 15% share of total reserves must be shown sep- arately. Therefore, the regions in the supplementary informa- tion differ from those presented in the Group Consolidated Financial Statements. Aside from the countries Germany and Russia, this includes the regions: Rest of Europe; North Africa/ Middle East; as well as South America. The regions include the following countries with operating activities: Region Rest of Europe North Africa / Middle East South America Exploration & Production United Kingdom, the Netherlands, Norway, Denmark Libya Argentina Exploration Abu Dhabi Proven oil and gas reserves are the volumes of crude oil, natural gas and condensate that, according to the geological, engineering and economic conditions prevailing at the balance sheet date, can be produced in future years. Accordingly, reserve estimates based on this data could be materially dif- ferent from the volumes that are ultimately recovered. To reduce uncertainties, BASF works together with independent, internationally recognized reserve auditors to perform recur- ring reserves audits of its major crude oil and natural gas fields. The tables on the following pages show the company's estimated proven and proven developed reserves as of December 31, 2016, and 2017, as well as changes attribut- able to production or other factors. 238 Supplementary Information on the Oil & Gas Segment Oil 2017 BASF Report 2017 Oil & Gas Rest of 237 245 Thereof domestic 18.5 The services provided by the external auditor mainly include services for the annual audit, and to a lesser extent, confirma- tion services, tax consultation services and other services. The line item annual audit related to expenses for the audit of the Consolidated Financial Statements of the BASF Group as well as the legally required financial statements of BASF SE and its consolidated subsidiary companies and joint opera- tions. Tax consultation services pertained especially to the fees for the finalization of unfiled tax returns for companies acquired in 2016. Fees for other services primarily included project-related audits in connection with regulatory demands as well as other confirmation services. 34 Declaration of Conformity with the German Corporate Governance Code Declaration pursuant to section 161 AktG (Stock Corporation Act) The annual Declaration of Conformity with the German Gover- nance Code according to section 161 of the German Stock Corporation Act was signed by the Board of Executive Direc- tors and the Supervisory Board of BASF SE in December 2017, and is published online. For more information, see basf.com/en/governance 5 To Our Shareholders Management's Report Corporate Governance Supplementary Information on the Oil & Gas Segment Overviews 5 17 125 159 Supplementary Information on the Oil & Gas Segment North Africa, Consolidated Financial Statements Germany 0.3 0.1 0.1 0.1 0.2 0.3 0.1 0.6 0.4 6.4 6.4 17.5 18.6 2017 Thereof domestic Total Other services Thereof domestic Thereof domestic Tax consultation services Consolidated and equity-accounted companies 0.3 19.3 2016 89 Europe Russia Middle East 88 South America Total Group Proven developed and undeveloped oil reserves as of January 1, in million barrels (MMbbl) Revisions and other changes Extensions and discoveries Thereof at equity 127 184 86 440 4 29 731 3 36 49 1,786 4,767 1,486 Future production/development costs 3,561 3,362 3,476 6,556 9,543 1,538 1,173 at equity Future revenues 24,475 1,562 6,113 1,426 1,309 Group 214 3,804 2,187 74 10,774 Future net cash flows, not discounted 491 2,089 966 2,589 (22) Future income taxes 2,002 America 303 Russia 31 411 303 264 71 35 36 37 2016 2017 Number of exploration wells in construction in progress at equity-accounted companies as of December 31 Number of exploration wells in construction in progress Wells for which drilling is not complete Wells capitalized less than one year Wells capitalized more than one year Total 7,588 4 36 23 27 Europe Germany Thereof Total South North Africa, Rest of Consolidated and equity-accounted companies Supplementary Information on the Oil & Gas Segment 243 Standardized measure of discounted future net cash flows 2017 (million €) BASF Report 2017 The following information was determined based on the provi- sions of the standard Extractive Activities - Oil and Gas (Topic 932) published by FASB. Based on this, a standardized measure of discounted future net cash flows with the relevant revenues, costs and income tax rates is to be made. The proven reserves are valued at the average price calculated from the prices on the first day of the month for the past busi- ness year. The values thus determined are discounted at a 10% annual discount rate. 27 reserves Standardized measure of discounted future net cash flows relating to proven oil and gas Middle East 133 1,808 (27) (96) North Africa, Russia Middle East South America Total Thereof Rest of Europe Group As of January 1 68 1,020 2,131 104 1,147 at equity 4,470 Germany BASF Report 2017 1,020 2,131 104 1,147 4,470 82 Consolidated companies and equity-accounted companies Thereof equity-accounted companies 25 99 82 82 244 Supplementary Information on the Oil & Gas Segment Summary of changes in standardized measure of discounted future net cash flows 2017 (million €) (42) 68 82 costs in the current period Revisions of previous reserves estimates 46 973 248 90 105 improved recovery, less related costs 1,462 Investments in the period 67 652 79 134 932 72 Sales of oil and gas produced, net of production Net changes from extensions, discoveries and 2,257 (151) (868) (488) (104) (282) (1,893) 143 (94) balance sheet date 242 1,410 474 205 (74) Net changes in prices and production costs at Standardized measure of discounted future net cash flows 13 2,240 134 Standardized measure of discounted future net cash flows 2016 (million €) Consolidated and equity-accounted Rest of North Africa, companies 134 Germany Russia Middle East South America Total Group Thereof at equity Europe Future revenues 135 134 379 1,544 38 285 2,150 (1) 26 Standardized measure of discounted Thereof equity-accounted companies 170 2,260 176 1,024 5,438 future net cash flows 1,365 6,975 5,732 1,933 Future net cash flows, not discounted (64) 1,547 163 1,655 3,241 6,710 10% discount rate (132) 527 1,278 59 508 95 570 1,937 690 3,478 3,428 20,978 3,610 Future production/development costs 1,549 5,264 1,633 1,378 1,203 11,027 1,582 Future income taxes (120) 164 10% discount rate 3,409 4,126 Changes in estimated investments in future periods 2,021 2,296 2,388 2,480 2,572 2,664 2,755 2,847 2.20 2.50 2.60 1,561 1.70 2.70 2.90 3.00 3.10 Number of shares as of December 313,6 million 918.5 918.5 918.5 918.5 2.80 918.5 1,791 1.95 3,130 Other liabilities 8.9 24.6 27.5 19.9 19.2 19.7 14.4 13.3 18.9 € Appropriation of profits Dividend Dividend per share³ 2,982 2,176 3,737 3,506 2,880 2,826 5,853 2,158 2,808 Net income of BASF SE5 3,434 918.5 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 2017 15,162 13,594 26,413 25,258 Investments accounted for using the equity method 1,146 1,340 1,328 2016 1,852 4,174 3,245 4,436 4,647 4,715 Other financial assets 1,947 1,619 1,953 848 3,459 918.5 2015 2013² 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 3 We conducted a two-for-one stock split in the second quarter of 2008. 4 Includes the change in reporting from 2009 onward of the effects of regular extensions of U.S. dollar hedging transactions 5 Calculated in accordance with German GAAP 6 After deduction of repurchased shares earmarked for cancellation 918.5 918.5 918.5 248 Overviews 2014 12,324 12,967 12,537 19,229 23,496 25,260 Ten-year summary Million € BASF Report 2017 2008 Intangible assets Property, plant and equipment 15,032 2009 9,889 10,449 12,245 11,919 16,285 17,241 17,966 2010 2011 2012¹ 12,193 16,610 Balance sheet (IFRS) 613 2,240 3,036 reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group THOMSIT® TINUVIN® ULTRADURⓇ ULTRAFORMⓇ ULTRAMIDⓇ TERMIDOR® THERMOTEK® SYSTIVAⓇ Sustainable Solution SteeringⓇ_ reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group _reg. trademark of BASF Group .reg. trademark of Conseil Européen de l'Industrie Chimique reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group SAVIVAⓇ SERIFEL® ULTRASONⓇ REVYSOL® LIMUSⓇ MAGLISⓇ NEALTA® NODULATOR® _reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of Bayer Group .reg. trademark of Bayer Group _reg. trademark of BASF Group LibertyLink® KIXOR® LibertyⓇ IRGANOX® reg. trademark of Bayer Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Forest Stewardship Council OASEⓇ POLYTHFⓇ Responsible Care® reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of Henkel AG reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Bayer Group reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group VIZURA® Biotechnology A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. Barrel of oil equivalent (BOE) B Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. Compliance BASF's Competency Model is derived from its strategic principles and corporate values and translates these into specific day-to-day behavioral standards. It is applicable worldwide, creating a common framework for the conduct of all BASF employees and leaders to enable us to reach our shared goals. The eight competencies are: Drive Innovation, Collaborate for Achievement, Embrace Diversity, Communicate Effectively, Drive Sustainable Solutions, Develop Self and Others, Act with Entrepreneurial Drive, Demonstrate Customer Focus. Competency Model Audits are a strategic tool for monitoring and directing standards. During a site or plant audit, clearly defined criteria are used to create a profile on topics such as environment, safety or health. Audits VELONDISⓇ Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. A BASF Report 2017 Glossary Glossary Overviews 250 1 Trademarks are not registered in all countries. reg. trademark of BASF Group .reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group XEMIUM® VAULTⓇ Associated companies 2,802 .reg. trademark of Bayer Group -reg. trademark of BASF Group 78,768 76,496 71,359 70,836 64,204 62,726 59,393 61,175 51,268 50,860 Total equity and liabilities 14,880 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 14,339 15,893 14,236 15,317 2,850 2,520 3,564 2,292 2,623 1,993 16,710 16,295 11,680 15,568 16,477 Current liabilities 87 195 Liabilities of disposal groups 3,064 reg. trademark of BASF Group .reg. trademark of BASF Group reg. trademark of BASF Group 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. Trademarks¹ IRGAFOS® InVigorⓇ INTERCEPTOR® INTEGRAL® INSCALISⓇ INITIUM® HySorbⓇ HYDRAULANⓇ FormaldpureⓇ FLO RITE® FSC® FinaleⓇ BASF Report 2017 DERMAGENISTⓇ ENGENIA® ESPAÇO ECO® F 500® CLEARFIELD® CHOVATEK® CHIMASSORBⓇ CERESITⓇ CELLASTOⓇ BOROCAT® ADLITE® ACRONALⓇ AgCelenceⓇ BASONATⓇ BastaⓇ Trademarks 249 Overviews CREATOR SPACE® Biotechnology includes all processes and products that make use of living organisms, such as bacteria and yeasts, or their cellular con- stituents. 643 526 2,757 3,289 3,352 3,335 2,925 3,226 3,502 3,369 3,667 3,478 Deferred taxes Other provisions 2,167 2,467 2,628 2,234 2,894 3,420 3,381 3,317 2,731 Financial indebtedness 8,290 2,093 12,444 6,293 6,313 18,722 156 1,195 1,132 1,253 18,609 22,657 3,203 19,446 314 1,246 25,385 3,188 23,708 (3,461) (3,400) 1,010 630 25,621 27,673 3,165 3,143 26,102 28,777 (5,482) 581 28,195 3,141 3,130 3,117 30,120 31,515 (3,521) (4,014) 629 761 31,545 32,568 34,826 8,209 (5,282) 34,756 Provisions for pensions and similar obligations 1,712 2,255 2,778 3,189 5,421 3,727 7,313 919 Equity Other liabilities Noncurrent liabilities 2,540 2,802 3,229 Tax liabilities 860 1,003 1,140 1,038 870 968 2,844 1,079 1,288 1,119 Financial indebtedness 6,224 2,375 3,369 3,985 4,094 3,256 3,545 4,074 1,082 917 4,971 4,020 15,843 11,670 9,019 898 901 1,142 20,979 21,168 19,313 8,704 11,151 11,839 1,111 1,194 1,197 20,395 22,192 27,271 11,123 869 25,055 12,545 15,535 873 1,095 28,611 29,132 4,610 Accounts payable, trade 2,786 4,738 4,502 Provisions 3,043 3,276 3,324 5,121 3,210 2,628 2,670 5,153 4,861 2,734 540 1,151 (96) 46,270 50,550 47,623 Inventories 6,763 6,776 Accounts receivable, trade 7,752 7,738 8,688 10,167 10,059 10,886 1,332 9,581 10,160 11,266 9,506 10,233 10,385 10,303 9,516 10,952 11,190 Other receivables and miscellaneous current assets 3,948 3,223 Marketable securities 35 9,693 10,005 Cash and cash equivalents 1,210 1,498 605 606 Deferred taxes 930 1,042 1,112 941 1,473 1,006 2,193 1,720 1,791 2,118 Other receivables and miscellaneous noncurrent assets 642 946 Noncurrent assets 29,586 31,681 653 34,532 561 911 877 34,087 35,259 38,253 43,939 2,513 Minority interests 2,776 Assets of disposal groups 62,726 64,204 71,359 70,836 76,496 78,768 Subscribed capital 1,176 1,176 1,176 1,176 1,176 1,176 61,175 1,176 1,176 1,176 Capital surplus 3,241 3,229 3,216 Retained earnings 13,250 12,916 15,817 Other comprehensive income 1,176 15 1,835 50,860 51,268 59,393 31,145 3,883 16 1,493 614 3,781 19 3,455 14 3,714 17 Current assets 21,274 19,587 24,861 2,048 295 27,088 1,647 1,827 Total assets 4,032 19 1,718 3,078 3,105 21 2,241 536 1,375 52 6,495 3,264 27,467 25,951 27,420 24,566 25,946 3,095 D Dodd-Frank Act The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of the Congo or its bordering countries. The companies must prove that the materials they use do not come from mines in these conflict areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their deriva- tives: Columbitetantalite (coltan), cassiterite, wolframite and gold. (42) 25 99 82 82 6 Ten-year summary 247 Trademarks 249 Thereof equity-accounted companies Glossary To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements 159 Supplementary Information on the Oil & Gas Segment 235 Overviews Übersichten ៩៩៨ ហ 250 125 82 1,147 59 625 212 347 116 1,359 351 17 207 348 4,470 183 926 182 (9) (9) Standardized measure of discounted future net cash flows as of December 31 68 1,020 2,131 104 171 Other BASF Report 2017 Overviews 247 3,677 7,761 8,586 6,742 7,160 7,626 6,248 6,275 8,522 Income before taxes 6,463 5,976 7,373 8,970 5,977 6,600 7,203 5,548 5,395 7,800 Income before minority interests 3,305 1,655 3,079 Ten-year summary Income from operations (EBIT) 57,550 Ten-year summary Million € 2008 2009 2010 2011 20121 2013² 2014 2015 64,475 2016 Sales and earnings Sales 62,304 50,693 63,873 73,497 72,129 73,973 74,326 70,449 2017 5,074 Accretion of discount Purchase/sale of reserves Standardized measure of discounted future net cash flows as of December 31 170 1,808 Thereof equity-accounted companies (27) 2,260 26 176 1,024 5,438 (1) 134 134 134 Summary of changes in standardized measure of discounted future net cash flows 2016 (million €) Consolidated companies and equity-accounted companies Germany Rest of Europe North Africa, Russia As of January 1 209 135 1,405 (1) 131 (41) 286 (278) (27) (187) (247) (44) Purchase/sale of reserves Net change in income taxes (61) Other (1,779) (227) 41 (2,171) (163) Accretion of discount 115 239 135 140 629 (145) Net change in income taxes 3,025 South America 30 283 68 (175) 78 284 (172) Investments in the period 67 702 Revisions of previous reserves estimates 87 1,000 79 Changes in estimated investments in future periods 2 (39) 63 24 (182) (132) (27) 144 Middle East 304 improved recovery, less related costs (572) Total Group Thereof at equity 1,351 6,294 346 Sales of oil and gas produced, net of production costs in the current period (130) (747) (380) Net changes from extensions, discoveries and (97) (1,634) (105) Net changes in prices and production costs at balance sheet date (186) (1,416) (1,292) (482) (242) (3,618) (280) 6,603 5,067 5,113 5.22 5.61 4.34 4.42 6.62 Adjusted earnings per share³ € 3.85 3.01 5.73 5.25 6.26 5.31 5.44 5.00 4.83 6.44 Cash provided by operating activities4 5,023 5,693 6,460 5.64 7,105 6.74 1.54 8,576 8,963 9,285 9,224 9,982 10,165 10,610 Research and development expenses 1,355 1,398 4.96 1,492 1,732 1,849 1,884 1,953 1,863 1,888 Key data Earnings per share³ € 3.13 1,605 8,228 6,602 6,958 10.8 Return on equity after tax % 17.0 The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization. It is calcu- lated as income from operations before depreciation, amortization and valuation allowances as a percentage of sales. EBITDA margin Earnings before interest, taxes, depreciation and amortization (EBITDA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and reversals of impairments). EBITDA EBIT after cost of capital is calculated by deducting the cost of capital from the EBIT of the operating divisions. The cost of capital thereby reflects the shareholders' expectations regarding return (in the form of dividends or share price increases) and interest payable to creditors. If the EBIT after cost of capital has a positive value, we have earned a premium on our cost of capital. EBIT after cost of capital 8.2 Earnings before interest and taxes (EBIT): At BASF, EBIT corre- sponds to income from operations. E The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be deter- mined individually. This requires a good rating. Commercial paper program CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. CO₂ equivalents The international nonprofit organization CDP (formerly the Carbon Disclosure Project) analyzes environmental data of companies. The CDP's indexes serve as assessment tools for investors. CDP C BDO stands for 1,4-Butanediol and is a BASF intermediate. BDO and its derivatives are used for producing plastics, solvents, elec- tronic chemicals and elastic fibers. BDO EBIT 8,100 8.7 11.5 9,446 7,717 8,785 EBITDA margin % 15.3 14.6 17.4 16.3 13.9 11.7 14.1 15.1 18.3 19.7 Return on assets % 13.5 7.5 14.7 16.1 11.0 14.9 7,107 6,364 Personnel expenses EBIT before special items 6,856 4,852 8,138 8,447 6,647 7,077 7,357 6,739 6,309 8,328 EBIT after cost of capital 12,724 1,621 2,551 1,164 1,768 1,368 194 1,136 2,727 Capital expenditures, depreciation and amortization Additions to property, plant and (226) 3,500 equipment and intangible assets 10,649 10,526 10,432 5,492 4,301 4,255 6,352 Net income 2,912 1,410 4,557 6,188 4,819 11,043 4,792 3,987 4,056 6,078 Income from operations before depreciation and amortization (EBITDA) 9,562 7,388 11,131 11,993 10,009 5,155 3,634 5,972 5,304 3,417 4,401 4,251 4,202 Thereof property, plant and equipment 2,481 2,614 2,667 2,618 3,272 2,594 2,770 3,600 3,691 3,586 Number of employees At year-end Annual average 96,924 104,779 109,140 95,885 103,612 104,043 111,141 110,782 112,206 110,403 109,969 111,844 113,292 112,435 113,830 115,490 112,644 113,249 111,975 114,333 2,631 3,267 3,407 3,370 3,646 5,263 7,726 7,285 6,013 7,258 4,364 Thereof property, plant and equipment 2,809 Fully consolidated companies 3,294 3,199 4,084 6,428 6,369 5,742 4,377 4,028 Depreciation and amortization of property, plant and equipment and intangible assets 3,099 3,711 7 Capitalized exploration drilling (million €) 2,497 212 30 82 740 81 Total expenditures 963 194 1 73 629 66 Development expenditures 184 29 9 111 15 Exploration and technology expenditures For unproven reserves 8 8 8 8 222 1,155 Total expenditures at equity-accounted companies 87 Equipment and miscellaneous 879 10,322 1,757 412 132 301 34 Unproven oil and gas reserves Group Total South America Total Group North Africa, Middle East 140 5,866 Russia Rest of Europe Germany 1,029 Proven oil and gas reserves Fully consolidated companies 2017 (million €) Capitalized costs represent total expenditures on proven and unproven oil and gas deposits including the related accumulated depreciation and amortization. Capitalized costs relating to oil and gas producing activities 106 19 1,530 888 South America Russia Russia North Africa, Rest of Europe Germany For proven reserves Acquisition expenditures Fully consolidated companies 2016 (million €) Total expenditures at equity-accounted companies Total expenditures Development expenditures Exploration and technology expenditures For unproven reserves For proven reserves Acquisition expenditures Fully consolidated companies 2017 (million €) Period expenditures include all amounts incurred in connection with the acquisition, exploration or development of oil and gas deposits, regardless of whether these were capitalized or expensed. Period expenditures for acquisition, exploration and development of oil and gas deposits Supplementary Information on the Oil & Gas Segment 241 BASF Report 2017 The following table provides an overview of the capitalization period, amounts capitalized for exploration drilling, and the number of suspended exploration wells. 3,767 Middle East South America Total Group Rest of Europe Germany 34 (5) 18 21 1,045 165 36 87 694 North Africa, Middle East 63 134 3 75 645 57 131 31 33 12 49 6 914 6 20 Total gross assets Capitalized exploration drilling: Suspended well costs BASF Report 2017 242 Supplementary Information on the Oil & Gas Segment 1,518 93 1,197 228 Investments in equity-accounted companies 6,984 986 73 Exploratory drilling costs are capitalized until the drilling of the well is complete. If hydrocarbon resources are found whose commercial development is possible, the costs continue to be capitalized as construction in progress, subject to further appraisal activity that may include the drilling of further wells. Management evaluates all such capitalized costs at least once a year from both a technical and economic perspective to confirm the continued intent to develop or otherwise extract value from the discovery. If this is no longer the case, the relevant costs are written off. If proven reserves of oil or natural gas are determined and development is sanctioned, however, the relevant expenses are transferred within property, plant and equipment to machinery and technical equipment. Impair- ments for unsuccessful exploration wells are recognized in exploration expenses. 1,213 546 Total net assets (5,381) (1,044) (209) (364) (2,429) (1,335) Accumulated depreciation, amortization and impairments 12,365 2,030 4,166 282 The following table indicates the changes in capitalized exploration drilling. Capitalized exploration drilling (million €) 164 December 31 Equity-accounted companies as of 411 303 As of December 31 9 (31) Translation effect (75) 894 The last row shows the year-end value for equity- accounted companies. Reclassification of successful exploration drilling (34) Capitalized exploration drilling charged to expense 103 32 Additions to exploration drilling of the year 423 411 As of January 1 2016 2017 Fully consolidated companies (49) 1,577 (75) 1,881 97 1,130 307 Investments in equity-accounted companies 6,393 976 77 1,139 3,686 515 Total net assets 1,534 (5,702) (195) (391) (2,487) (1,436) Accumulated depreciation, amortization and impairments 2,169 272 1,530 6,173 6,595 1,951 (1,193) 2016 (million €) 12,095 Proven oil and gas reserves 905 Fully consolidated companies Total gross assets 47 Equipment and miscellaneous 993 297 126 525 45 Unproven oil and gas reserves 858 1,733 10,467 Russia North Africa, Middle East South America Total Rest of Europe Group 6,023 1,577 Germany 978 156 You can also order the reports: OUR COMMITMENT TO SUSTAINABILITY BASF supports the chemical industry's global Responsible Care initiative. Further information Published on February 27, 2018 You can find this and other BASF publications online at basf.com May 3, 2019 Responsible Care® Phone: +49 621 60-0, email: global.info@basf.com - Online: basf.com/publications Contact General inquiries Media Relations Jens Fey, phone: +49 621 60-99123 Sustainability Relations Quarterly Statement, 1st Quarter 2019 / Annual Shareholders' Meeting 2019 Thorsten Pinkepank, phone: +49 621 60-41976 Investor Relations Dr. Stefanie Wettberg, phone: +49 621 60-48002 - By phone: +49 621 60-99001 February 26, 2019 Board of Executive Directors October 26, 2018 FSC® C011291 Internet This report is printed on FSC® certified real art paper. Publisher: BASF SE Communications & Government Relations 67056 Ludwigshafen Printing: Kunst- und Werbedruck, Bad Oeynhausen Photography: Cover and page 1: and Supervisory Board: Detlef Schmalow Andreas Pohlmann Quarterly Statement, 1st Quarter 2018 / Annual Shareholders' Meeting 2018 May 4, 2018 Half-Year Financial Report 2018 July 27, 2018 Quarterly Statement, 3rd Quarter 2018 BASF Report 2018 basf.com Global Product Strategy (GPS) ISSN 1866-9387 Global Reporting Initiative (GRI) The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their eco- nomic, environmental and social activities. The GRI Guidelines became global GRI Standards in 2016. Greenhouse Gas Protocol (GHG Protocol) The Greenhouse Gas Protocol, used by many companies in different sectors as well as nongovernmental organizations and govern- ments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recom- mendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Insti- tute and the World Business Council for Sustainable Development. H Health Performance Index (HPI) The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health manage- ment. It comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Field development The Global Product Strategy aims to establish global product stewardship standards and practices for companies. The program, initiated by the International Council of Chemical Associations, strives to ensure the safe handling of chemicals by reducing existing differences in risk assessment. Field development is the term for the installation of production facilities and the drilling of production wells for the commercial exploitation of oil and natural gas deposits. Formulation describes the combination of one or more active substances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effec- tiveness of various products, such as cosmetics, pharmaceuticals, agricultural chemicals, paints and coatings. I IAS IAS stands for International Accounting Standards (see also IFRS). The International Financial Reporting Standards (until 2001: Interna- tional Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, England. The "IAS Regulation" made the application of IFRSS mandatory for listed companies headquartered in the Euro- pean Union starting in 2005. 252 Overviews Glossary Papier aus verantwor- tungsvollen Quellen Formulation In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. Global Compact G Q-BASF We create chemistry Report 2017 Overviews 251 Glossary Eco-Efficiency Analysis The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profit- ability and environmental compatibility. Enhanced Oil Recovery (EOR) Enhanced oil recovery (EOR) methods, also called tertiary recovery or tertiary production methods, are used to increase the recovery factor from oil reservoirs. Different technologies are employed depending on reservoir conditions; a distinction is generally made between thermal and chemical EOR and miscible gas flooding, which makes use of gases such as carbon dioxide. Emerging markets We define the emerging markets as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh; Central and South America; eastern Europe; the Middle East, Turkey and Africa. Equity method The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. European Water Stewardship (EWS) Standard The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are water abstraction volumes, water quality, conservation of biodiversity and water governance. The Europe-wide standard came into force at the end of 2011 and was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). Exploration Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. F Free cash flow Free cash flow is cash provided by operating activities less pay- ments made for property, plant and equipment and intangible assets. COMC 1802 E MIX IFRS FSC Materiality analysis/material aspects BASF uses the materiality analysis to determine the significance of sustainability topics based on internal analyses and the expectations of external stakeholders. MDI MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of polyurethane. This plastic is used for applications ranging from the soles of high- tech running shoes and shock absorbers for vehicle engines to insu- lation for refrigerators and buildings. Million British thermal unit (mmBtu) The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content of gas. One mmBtu (million British thermal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Monitoring system Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and interna- tionally recognized labor standards. MSCI World Chemicals Index The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. N Nanomaterials The International Organization for Standardization defines nano- materials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nanoscale. For regulatory purposes, there are additional definitions for nanomaterials worldwide Naphtha Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. BASF Report 2017 Overviews 253 Glossary NMVOC (Nonmethane Volatile Organic Compounds) VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. M OHSAS 18001 Long-term incentive program (LTI) A joint venture is a joint arrangement in which the parties that have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial State- ments. www.fsc.org BASF Report 2017 BASF Report 2017 ILO Core Labor Standards The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. ISO 9001 ISO 9001 is an international standard developed by the International Organization for Standardization (ISO) that determines minimum requirements for a quality management system for voluntary certifi- cation. ISO 14001 ISO 14001 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that determines the general requirements for an environmental management system for voluntary certification. ISO 19011 ISO 19011 is an international standard developed by the International Organization for Standardization (ISO) that determines requirements for audits of quality management and environmental management systems. ISO 50001 ISO 50001 is an international standard developed by the International Organization for Standardization (ISO) that determines the general requirements for an energy management system for voluntary certi- fication. J Joint Arrangement A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Joint Operation A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. Joint Venture L The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a manage- ment system for occupational safety. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. The long-term incentive program is a share price-based compensa- tion program primarily for senior executives of the BASF Group and members of the Board of Executive Directors. The program aims to tie a portion of the participants' annual variable compensation to the long-term, absolute and relative performance of BASF shares by making an individual investment in the company's stock. Peak sales potential Sustainable Solution SteeringⓇ We use Sustainable Solution SteeringⓇ to review and guide our port- folio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our products and solutions already comply with sustainability requirements and how we can increase their contribution. T TDI TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furni- ture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). TUIS TUIS is a German transport accident information and emergency response system jointly operated by around 130 chemical compa- nies. The member companies can be reached by the public author- ities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. Overviews Glossary A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. V A value chain describes the successive steps in a production pro- cess: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Verbund In the BASF Verbund (pronounced "fair-boond"), production facili- ties, energy flow, logistics and infrastructure are intelligently net- worked with each other in order to increase production yields, save resources and energy, and reduce logistics costs. We also make use of the Verbund principle for more than production, applying it for technologies, knowledge, employees, customers, and partners, as well. W Water stress areas Water stress areas are areas in which water represents a scarce resource, and where people abstract more than 60% of the water available. The most important factors leading to water scarcity are: low precipitation, high temperatures, low air humidity, unfavorable soil properties and high water abstraction rates. P BASF Group 2017 at a glance ↑ BASF Report 2017 Value chain Steam cracker 254 A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. Propylene oxide (PO) Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. The peak sales potential of the crop protection pipeline describes the total peak sales generated for individual products in the research and development pipeline. Peak sales are the highest sales value to be expected from one year. The pipeline comprises innovative active ingredients and system solutions that have been on the market since 2017 or will be launched on the market by 2027. R REACH REACH is a European Union regulatory framework for the registra- tion, evaluation and authorization of chemicals, and will be imple- mented gradually until 2018. Companies are obligated to collect data on the properties and uses of produced and imported substances and to assess any risks. The European Chemicals Agency reviews the submitted dossiers and, if applicable, requests additional information. Renewable resources Responsible Care® Responsible CareⓇ refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. Retention The term renewable resources refers to components from biomass that originate from different sources (plants and microorganisms, for example), and are used for industrial purposes. Renewable resources are used for manufacturing numerous products. Return on assets Spot market (cash market) Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Profits generated can be used in two ways: distribution to share- holders or retention within the company. S Return on capital employed (ROCE) is a measure of the profitability of our operations. We calculate this indicator as the EBIT generated by the operating divisions as a percentage of the average cost of capital basis. The average cost of capital basis corresponds to the operating assets of the segments used to determine the cost of capital plus the customer and supplier financing not included there and is calculated using the month-end figures in each case. Special items Return on assets describes the return we make on the average assets employed during the year and reflects this return indepen- dent of the capital structure. It is calculated as income before taxes and minority interests plus interest expenses as a percentage of average assets. ROCE Integration of sustainability Investments, acquisitions and divestitures 28 29 Customers 34 Innovation 35 40 51 42 The BASF Group business year 48 Economic environment 48 Results of operations Financial position Net assets Value-based management Working at BASF Goals 2 Based on year-end share price 19 Business review by segment 13.9 1 Average, Xetra trading 2 To Our Shareholders Management's Report Corporate Governance 5 125 Consolidated Financial Statements 159 Supplementary Information on the Oil & Gas Segment Overviews 235 245 Overview The BASF Group Our strategy 20 23 26 2222222 Corporate strategy Chemicals 119 Functional Materials & Solutions 98 Product stewardship 101 Transportation and storage 103 Energy and climate protection 104 Water Air and soil Production 108 Forecast 111 Opportunities and risks report 111 Economic environment in 2018 20.0 Outlook 2018 122 Management's Report 110 97 Responsible Care Management System 97 Agricultural Solutions Oil & Gas Other 14NOSTDO 56 57 60 62 68 75 81 85 90 Regional results 91 Responsibility along the value chain Suppliers 93 93 Raw materials 95 Environment, health, safety and security Performance Products 16.3 billion € 14.8 56.70 79.64 € 71.96 77.93 79.28 70.96 88.16 million € 65.74 200.8 264.5 201.9 185.7 million shares 2.8 2.9 3.3 2.9 2.1 224.5 65.61 64.79 97.46 Year high Year low Year average Daily trade in shares¹ 2013 2014 2015 2016 2017 Ψ Ψ Ψ Ψ € 77.49 69.88 70.72 88.31 91.74 € 78.97 87.36 96.72 88.31 Number of shares December 31 million shares 918.5 918.5 € 2.70 2.80 2.90 3.00 3.10 Dividend yield² % 3.48 4.01 4.10 3.40 3.38 Payout ratio % 52 50 67 68 47 Price-earnings ratio (P/E ratio)² Dividend per share 12.5 6.44 5.00 918.5 918.5 918.5 Market capitalization December 31 BASF Report 2017 71.2 64.2 65.0 81.1 84.3 Earnings per share € 5.22 5.61 4.34 4.42 6.62 Adjusted earnings per share € 5.31 5.44 4.83 Overview 11.1% Overview Lommel Antwerp Bruges Depart Turnhout Terneu Eindhove Lowing 110 Ghent Roose s-Hertogenbosch Goedereede Germany. BASF researchers can perform complex simulations and modeling operations in no time thanks to the new supercomputer's 1.75 petaflops of computing power. Dr. Martin Brudermüller at the supercomputer at the Ludwigshafen site in Dr. Martin Brudermüller Vice Chairman of the Board of Executive Directors 106 G8 550 SATA 80602 310381 SATA Breda Bre Vistien Dussel Couvin Caudry Marche m Canno Doua Valenciennes Charleroi BELGIUM Dr. Hans-Ulrich Engel at Supply Chain Operations and Information Services in Ludwigshafen, Germany. A new web-based tracking system increases supply chain transparency and enables customers to track their deliveries in real time. Chief Financial Officer Dr. Hans-Ulrich Engel Seraing Suma Rebec wave asion Maastrich Liége trijk Brussels Aalst Cologne Diest Leve Monchengladbach SSO Saint Quentin 905347 SATA Catalysts 3 Functional Materials & Solutions - Construction Chemicals Coatings 32% - Performance Materials 4 Agricultural Solutions 5 - Oil & Gas Other Crop Protection 9% 3 Oil & Gas 5% 2 4% Year-end price 6 Performance Chemicals - Nutrition & Health 25% $50 The Board of Executive Directors of BASF SE To Our Shareholders BASF Report 2017 For more information on the products and services offered by the segments, see page 34 BASF structure Percentage of total sales in 2017 - Petrochemicals 1 Chemicals - Monomers - Intermediates 25% 4 5 6 - Dispersions & Pigments - Care Chemicals 2 Performance Products 90808 Management's Report 19 Fayuniny Mary Broad portfolio 5 segments 13 operating divisions 86 strategic business units At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protec- tion and social responsibility. The approximately 115,000 employees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is arranged into five segments: Chemicals, Performance Products, Functional Materials & Solutions, Agricultural Solutions and Oil & Gas. Organization of the BASF Group Thirteen divisions grouped into five segments ■ Regional divisions, functional units and corporate and research units support our business Our 13 divisions are aggregated into five segments based on their business models. The divisions bear operational respon- sibility and are organized according to sectors or products. They manage our 55 global and regional business units and develop strategies for the 86 strategic business units. Our regional units are responsible for optimizing local infra- structure, and contribute to tapping our market potential. For financial reporting purposes, we organize the regional divisions into four regions: Europe; North America; Asia Pacific; South America, Africa, Middle East. Employees contribute to our success and that of our customers worldwide Eight functional units and seven corporate units support the BASF Group's business activities. The functional and cor- porate units provide services in areas such as finance, investor relations, communications, human resources, engineering and site management, as well as environmental protection, health and safety. Our research and development organization has around 10,000 employees in global research units and safe- guards our innovative capacity and competitiveness. 0.8% 4.8% 10.3% 2007-2017 12.2% 8.8% 8.9% 2012-2017 Long-term performance of BASF shares compared with indexes (Average annual increase with dividends reinvested) Business processes are the shared responsibility of the divisions and the functional units. They closely coordinate the procurement of raw materials and services, production and transport to customers. In 80+ countries Intelligent networking of production, technologies, employees and partners Verbund concept The Management's Report comprises the chapter of the same name on pages 17 to 124, as well as the disclo- sures required by takeover law, the Compensation Report and the Declaration of Corporate Governance, which are presented in the Corporate Governance chapter. The nonfinancial statement (NFS) is integrated into the Management's Report. Nonfinancial statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) The NFS disclosures can be found in the relevant sections of the Management's Report. A table in the section "Integration of sustainability" on page 33 indicates where the individual disclosures can be found. In addition to a description of the business model, the NFS includes disclosures on the following matters, to the extent that they are required to understand the development and performance of the business, the Group's position and the impact of business development on the following matters: - Environmental matters - Employee-related matters - Social matters - Respect for human rights - Anti-corruption and bribery matters Within the scope of the audit of the annual financial state- ments, the external auditor KPMG checked pursuant to sec- tion 317(2) sentence 4 HGB that the NFS was presented in accordance with the statutory requirements. The Supervisory Board also engaged KPMG with a substantive audit with limited assurance of the NFS. An assurance report on this substantive audit can be found online at basf.com/nfs-audit and is part of the BASF Report 2017. The audit was conducted in accor- dance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. Compensation Report and disclosures in accordance with section 315a HGB The Compensation Report can be found in the Corporate Governance chapter from page 140 onward, and the disclo- sures required by takeover law in accordance with section 315a(1) HGB from page 132 onward. They form part of the Management's Report audited by the external auditor. Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB The Declaration of Corporate Governance can be found in the Corporate Governance chapter from page 125 onward and is a component of the Management's Report. It comprises: - The Corporate Governance Report including the description of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (excluding the disclosures required by takeover law in accordance with section 315a(1) HGB) - Compliance reporting - The Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act Pursuant to section 317(2) sentence 6 HGB, the external audi- tor checked that the disclosures according to section 315d HGB were made. 20 Management's Report The BASF Group The BASF Group BASF Report 2017 The BASF share reached a new high of €97.46 over the course of 2017. Viewed over a 10-year period, the long-term performance of BASF shares still clearly surpasses the German, European and global benchmark indexes. The assets of an investor who invested €1,000 in BASF shares at Charlevite Mizietes The BASF share closed the 2017 stock market year with a closing price of €91.74. This equates to a 3.9% rise in the value of BASF shares compared with the previous year's closing price, which also marked the high for 2016. Assuming that dividends were reinvested, BASF shares gained 7.4% in value in 2017. The benchmark indexes of the German and European stock markets - the DAX 30 and the EURO STOXX 50 rose by 12.5% and 9.2% over the same period, respec- tively. The global industry index MSCI World Chemicals gained 23.6%. ■ D-BASF digital platform. - findings - for example on solutions to prevent scale on glasses will also be available to customers via a Dr. Markus Kamieth at the Automatic Dish Wash Laboratory. In the future, fast answers and research Dr. Markus Kamieth BASF Report 2017 D-BASE Sanjeev Gandhi during a visit to the BASF Innovation Campus in Shanghai, China. Here, BASF employees work hand-in-hand with customers on solutions for a sustainable future, such as polyurethanes that help make refrigerators more energy efficient. Michael Heinz Sanjeev Gandhi The Board of Executive Directors of BASF SE The Board of Executive Directors of BASF SE To Our Shareholders 12 1-0 11 Sandrucker Bad know LUXEMBOURG D-BASF Michael Heinz in the control center for automated guided vehicles (AGV) in Ludwigshafen, Germany, where the AGVs that transport tank containers at the site are monitored. Q-BASE BASF BASF share gains 3.9% in 2017 the end of 2007 and reinvested the dividends in additional BASF shares would have increased to €2,676 by the end of 2017. This represents an annual yield of 10.3%, placing BASF shares above the returns for the DAX 30 (4.8%), EURO STOXX 50 (0.8%) and MSCI World Chemicals (6.8%) indexes. BASF share performance The BASF share price rose by 3.9% in 2017, trading at €91.74 at the year-end. We stand by our ambitious dividend policy and will propose a dividend of €3.10 per share at the Annual Shareholders' Meeting - an increase of 3.3% compared with the previous year. BASF enjoys solid financing and good credit ratings. BASF once again recognized in sustainability indexes CDP, MSCI ESG BASF Report 2017 Proposed dividend per share BASF share closing price up by 3.9% year-on-year €3.10 €91.74 BASF on the capital market BASF on the capital market To Our Shareholders 14 Wayne T. Smith at the Battery Materials Pilot Plant in Beachwood, Ohio. Here, BASF scientists develop innovative cathode materials for lithium-ion batteries, which are used in electromobility applications. Wayne T. Smith 13 00 To Our Shareholders The Board of Executive Directors of BASF SE create chemistry Long-term performance continues to clearly exceed benchmark indexes Key BASF share data BASF Report 2017 BFA Oct Nov Dec BASF share 7.4% DAX 30 12.5% EURO STOXX 50 9.2% MSCI World Chemicals 23.6% BASF Report 2017 To Our Shareholders BASF on the capital market 15 Proposed dividend of €3.10 per share At the Annual Shareholders' Meeting, the Board of Executive Directors and the Supervisory Board will propose a dividend payment of €3.10 per share. We stand by our ambitious dividend policy and plan to pay out €2.8 billion to our share- holders. Sep Based on the year-end share price for 2017, BASF shares offer a high dividend yield of around 3.4%. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 30. We aim to increase our dividend each year, or at least maintain it at the previous year's level. 3.10 2.80 2.70 2.90 3.00 2.60 2.50 2.20 1.95 1.70 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Broad base of international shareholders With over 500,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the shareholder structure carried out at the end of 2017 showed that, at around 20% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 11%. Shareholders from the United Kingdom and Ireland hold 12% of BASF shares, while investors from the rest of Europe hold a further 17% of capital. Approximately 29% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. Dividend per share (€ per share) Aug Jun May BAS 6.8% BASF share DAX 30 EURO STOXX 50 MSCI World Chemicals Weighting of BASF shares in important indexes as of December 31, 2017 DAX 30 EURO STOXX 50 MSCI World Chemicals 8.1% 3.5% 8.6% Change in value of an investment in BASF shares in 2017 (With dividends reinvested; indexed) 130 120 110 100 130 120 110 100 90 00 90 Jan Feb Mar Apr Shareholder structure (by region, rounded) 1 Jul 2 Around 30 financial analysts regularly publish studies on BASF. The latest analyst recommendations for our shares as well as the average target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. 16 To Our Shareholders BASF on the capital market BASF Report 2017 Close dialog with the capital market ■ Roadshows for institutional investors and talks with rating agencies BASF R&D Roundtable Informational events for private investors Our corporate strategy aims to create long-term value. We support this strategy through regular and open communica- tion with all capital market participants. We engage with insti- tutional investors and rating agencies in numerous one-on-one meetings, as well as at roadshows and conferences world- wide, and give private investors an insight into BASF at infor- mational events. In 2017, around 2,000 private investors took the opportunity to attend such events. In 2017, we once again held special events aimed toward investors who base their investment decisions on sustainability criteria. There, we outlined in particular our measures for climate protection, energy efficiency, health and safety. In addition, we offered several creditor relations roadshows, where credit analysts and creditors could learn more about our business and financing strategy. For more information on our credit ratings, see the Financial Position on page 58 Analysts and investors have confirmed the quality of our financial market communications: We took first place in the "Best IR" category of the Materials sector in the annual survey conducted by Britain's IR Magazine. In addition, Institutional Investor Magazine recognized BASF for the best investor relations program in the Chemicals market segment. The IR Society awarded BASF first place in the "Best use of digital communications - international" category of the Best Practice Awards 2017. For more information about BASF stock, see basf.com/share Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com Further information on BASF share Securities code numbers Germany United Kingdom Switzerland United States (CUSIP number) ISIN International Securities Identification Number International ticker symbols Deutsche Börse London Stock Exchange Swiss Exchange BASF11 0083142 11450563 055262505 DE000BASF111 BAS Germany Analysts' recommendations For more information on water, see page 108 onward At the end of June 2017, we discussed the opportunities and potential of digitalization along our value chains with analysts and investors at an R&D Roundtable held in Ludwigs- hafen, Germany. We presented digital methods, various tools and the wide range of applications in research at BASF. The growing use of digital technologies secures our leading position in chemistry-based innovations. For more information on energy and climate protection, see page 104 onward United States and Canada 3 4 Rest of Europe Rest of world 56 United Kingdom and Ireland Not identified 5 40% 20% 4 12% 17% 5% 6 ■ 3 C 1 Employees becoming shareholders In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2017, for example, 23,700 employees (2016: approximately 24,000) purchased employee shares worth €63 million (2016: €59 million). For more information on employee share purchase programs, see page 46 BASF a sustainable investment ■ CDP again awards BASF leadership status and honors company's sustainable water management BASF continues to be included in MSCI ESG Ratings with score of AA Since 2004, BASF has participated in the CDP's program for reporting on data relevant to climate protection. The interna- tional organization CDP represents more than 800 institutional investors who manage over $100 trillion in assets. BASF again achieved a score of A- in 2017, awarding it “Leadership" status. Companies on this level are distinguished by factors such as the completeness and transparency of their reporting. They also have approaches in place for managing the oppor- tunities and risks associated with climate change as well as corporate strategies to reduce emissions. BASF has also reported on water management to CDP since 2010 and was again included in the CDP Water A List in 2017. This assess- ment includes how transparently companies report on water management activities, the degree to which risks are reduced and the extent to which product developments contribute to sustainable water management at customers. Efficient water use and the development of sustainable local solutions are important elements of BASF's water stewardship strategy. BASF continued to be included in the MSCI ESG Ratings in 2017 with a score of AA. MSCI made special mention of BASF's leading environmental protection programs. The analysts recognized that BASF has made further progress in reducing greenhouse gas emissions and has one of the lowest emissions intensities in the chemical industry. 6% For more information on the key sustainability indexes, see basf.com/sustainability indexes In the years ahead, we want to continue to grow in the emerging markets and expand our position there. We define the emerg- ing markets as Greater China, the ASEAN countries, India, Pakistan and Bangladesh; Central and South America; eastern Europe; the Middle East, Turkey and Africa. Today's emerging markets are expected to account for around 65% of global chemical production in 2025. We aim to benefit from the above-average growth in these regions, which is why we have invested more than a quarter of our capital expenditures² (excluding Oil & Gas) there in the past five years. Growth in the emerging markets gathered pace slightly in 2017. This was attributable on the one hand to more positive developments in eastern Europe. The eastern European E.U. countries recorded dynamic growth and the Russian economy again improved slightly after two years of recession. In Brazil, too, the economic situation improved markedly over the course of the year. In China and the other Asian emerging markets, growth was slightly higher than in 2016, while India recorded a slight decline. Overall, economic growth in the re- gion was roughly as strong as in the previous year. Growth in the Middle East slowed slightly, but increased somewhat in Africa. For more information on labor and social standards, see page 47 For more information on the Responsible Care Management System, see page 97 Compared with 2016, sales (excluding Oil & Gas) at our companies located in the emerging markets rose by 13% to €16,853 million, largely as a result of significantly higher sales volumes and prices. Measured by customer location, we in- creased sales (excluding Oil & Gas) in the emerging markets by 15% to €21,496 million. This brought sales to customers in emerging markets to around 35% of total sales (excluding Oil & Gas) in 2017. In the years ahead, we want to continue expanding this percentage based on past and future invest- ments. Business expansion in emerging markets For more information on competition for talent, see page 43 For more information on Corporate Governance, see page 127 onward For more information on compliance, see page 135 onward For more information on Supplier Standards, see page 93 onward - We are engaged in intensive research and development activities in our established business areas. One focus of our research is on the enhancement and innovative application of specific key technologies. They pool the diverse competencies of our international Research and Development Verbund to strengthen our competitive ability in the long-term. In addition, we are addressing clearly defined topics to drive forward innovation in new business fields and with new technologies above and beyond the current focus areas of our divisions. We are also working on overarching projects with a high techno- logical, social or regulatory relevance. With our research, we aim to make a decisive contribution to innovative solutions for global challenges and contribute to sustainable development. Our three global technology platforms are based in our key regions Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materials & Systems Research (Shanghai, China) and Bioscience Research (Research Triangle Park, North Carolina). We want to continue expanding our research and development activities on a global level. The stronger presence of our research and development in key markets opens up new opportunities to find appropriate solutions for regional markets, actively participate in worldwide innovation process- es and gain access to talent. Innovations in chemistry are indispensable to meeting the needs of the growing world population on a long-term basis. The development of innovative products and solutions is, there- fore, of vital significance for BASF. In the long term, we aim to continue to significantly increase sales and earnings with new and improved products. Effective and efficient research lays the foundation for this. We believe that the digitalization of research offers great potential and are driving this forward around the world. Innovations for a sustainable future 3 For more information on innovation, see page 35 onward For more information on our goals, see page 26 onward Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments 2017 2007 35% 29% Emerging markets Industrialized countries Percentage of BASF Group sales (excluding Oil & Gas) by location of customer 65% 71% 1 Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam 2 26 Management's Report Our business partners are expected to comply with pre- vailing laws and regulations and to align their actions with internationally recognized principles. We have established monitoring systems to ensure this. Sales³ in emerging markets the global management process for the respect of international labor norms. - We source responsibly BASF Report 2017 Our strategy Goals Sustainability is key to the company's long-term success and as such, is embedded into our corporate strategy. We have systematically formulated expectations for our conduct and defined focus areas to meet the growing challenges along the value chain: - We produce safely for people and the environment - We produce efficiently - We value people and treat them with respect - We drive sustainable products and solutions For more information on our materiality analysis, see basf.com/materiality For more information on our goals, see page 26 onward For more information on the integration of sustainability, see page 29 onward The BASF brand ■ - Above-average awareness of, and trust in, BASF brand in chemical industry Corporate design updated BASF's success as an integrated global chemical company relies on having a strong brand. This is derived from our strategy and our corporate purpose - "We create chemistry for a sustainable future" - as well as our strategic principles and values. - "Connected" describes the essence of the BASF brand. Con- nectedness is one of BASF's great strengths. Our Verbund concept realized in production, technologies, knowledge, employees, customers and partners enables innovative solutions for a sustainable future. The claim that "We create chemistry," as stated in the BASF logo, helps us embed this solution-oriented strategy in the public perception. Our brand creates value by helping communicate its benefits for our stakeholders as well as our values. Wherever our stakeholders encounter our brand, we want to convince them that BASF stands for connectedness, intelligent solutions, value-adding partnerships, an attractive working environment and sustainability. This contributes to our customers' confidence in their buying decisions and to our company value. We are constantly developing our brand image. We regularly measure awareness of and trust in our brand, and therefore in our company. A global market research study conducted every two years showed in 2016 that, in terms of awareness and trust, BASF is above the industry average in numerous countries. Our goal is to continue increasing awareness of BASF in all of our relevant markets. In 2017, we updated our corporate design to be able to present our brand flexibly, uniformly and efficiently in a fast-moving media land- scape. Global standards We act according to our values and internationally recognized standards of conduct ■ We review our performance with audits Our standards fulfill or exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: - The 10 principles of the U.N. Global Compact - The Universal Declaration of Human Rights and the two U.N. Human Rights Covenants - The core labor standards of the ILO and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) - The OECD Guidelines for Multinational Enterprises - The Responsible Care® Global Charter - The German Corporate Governance Code We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with voluntary commitments and monitor our performance in terms of the environment, health and safety using our Responsible Care Management System. In terms of labor and social standards, this takes place using three elements: the Compliance Program (including the compliance hotlines, which can be used for internal and external questions or complaints), close dialog with our stakeholders (such as with employee representatives or international organizations), and Management's Report 25 Our strategy Corporate strategy Goals Page 45 We carry out our corporate purpose, "We create chemistry for a sustainable future," by pursuing ambitious goals along our entire value chain. In this way, we aim to achieve profitable growth and take on social and environmental responsibility. 13.1%2 €3.00 €0.10 Premium on cost of capital Free cash flow €2.7 billion €4.8 billion 2 Baseline 2015: excluding the gas trading and storage business transferred to Gazprom Employees Proportion of women in leadership positions with disciplinary responsibility 2021 Goal 22-24% International representation among senior executives³ Senior executives with international experience Employee development Long-term goals Increase in proportion of non-German senior executives (baseline 2003: 30%) Proportion of senior executives with international experience over 80% Systematic, global employee development as shared responsibility of employees and leaders based on relevant processes and tools Status at end of 2017 More on 20.5% Page 45 38.9% Page 45 84.6% Project implemented worldwide We set ourselves goals along the value chain for our focus areas Page 44 3 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. BASF Report 2017 20.9% BASF Report 2017 €12.7 billion 3.7%² Goal areas along the value chain We are focusing on issues where we as a company can make a significant contribution. Suppliers Procurement Procurement Q BASF Growth and profitability; Employees; Production; Product stewardship; Energy and climate protection; Water Assessment of sustainability performance of relevant suppliers; 1 development of action plans where improvement is necessary Customers Products and solutions 2020 Goal Status at end of 2017 More on 70% 56% Page 93 1 Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. We define relevant suppliers as those showing an elevated sustainability risk potential as identified by our risk matrices and our purchasers' assessments. We also use further sources of information to identify relevant suppliers such as evaluations from Together for Sustainability (TFS), a joint initiative of chemical companies for sustainable supply chains. Growth and profitability As determined in 2015, our aim for the years ahead is, on average, to grow sales slightly faster and EBITDA considerably faster than global chemical production (excluding pharmaceu- ticals; 2017: 3.5%; average change since 2015: 3.5%), and to earn a significant premium on our cost of capital. Moreover, we strive for a high level of free cash flow each year, either raising or at least maintaining the dividend at the prior-year level. For more information on our results of operations in 2017, see pages 51 to 55 For more information on our financial position, see pages 57 to 59 Sales Change since Average change since 2017 2016 2015 €64.5 billion 12.0% EBITDA Dividends per share paid out Our focus areas We create chemistry for a sustainable future Responsible: We act responsibly as an integral part of society. In doing so, we strictly adhere to our compliance standards. And in everything we do, we never compromise on safety. South America, Africa, Middle East 9% 234 Procurement and sales markets 2 4 ■ Around 130,000 customers; broad customer portfolio More than 70,000 suppliers ■ BASF supplies products and services to around 130,000 customers from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and medium-sized businesses to end consumers. We work with over 70,000 suppliers from different sectors worldwide. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of services. Some of our most important raw materials are naphtha, natural gas, methanol, ammonia and benzene. For more information on customers, see page 34; for more information on suppliers, see page 93 onward BASF sales by industry 2017 (Direct customers) 22% >20% 5-10% <5% Chemicals and plastics Consumer goods | Transportation Agriculture | Construction | Energy and resources Health and nutrition | Electronics 1 Business and competitive environment BASF's global presence means that it operates in the context of local, regional and global developments and is bound by various conditions. These include: - Global economic environment - Legal and political requirements (such as European Union regulations) - Trade agreements like the North American Free Trade Agree- ment (NAFTA) - Environmental agreements (such as the E.U. Emissions Trading System) - Social aspects (such as the U.N. Universal Declaration of Human Rights) 10-20% Asia Pacific 24% North America Management's Report 21 The BASF Group BASF sites Freeport -Florham Park Geismar Antwerp Ludwigshafen São Paulo Kuantan Regional centers Selected sites Verbund sites ◆ Selected research and development sites Nanjing - Hong Kong Sites and Verbund Six Verbund sites with intelligent plant networking ■ 347 additional production sites worldwide ■ Global Technology and Know-How Verbund BASF has companies in more than 80 countries. We operate six Verbund sites and 347 additional production sites world- wide. Our Verbund site in Ludwigshafen, Germany, is the world's largest integrated chemical complex owned by a single company. This was where the Verbund principle was originally developed and continuously optimized before being imple- mented at additional sites. The Verbund system is one of BASF's great strengths. Here, we add value as one company by using our resources efficiently. The Production Verbund intelligently links produc- tion units and their energy supply so that, for example, the waste heat of one plant provides energy to others. Further- more, one facility's by-products can serve as feedstock elsewhere. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and leverages synergies. We also make use of the Verbund principle for more than production, applying it for technologies, know-how, employ- ees, customers and partners, as well. Expert knowledge is pooled in our global research platforms. For more information on the Verbund concept, see basf.com/en/verbund 22 Management's Report The BASF Group BASF Report 2017 BASF sales by region 2017 (Location of customer) 1 Europe 45% 3 BASF holds one of the top three market positions in around 75% of the business areas in which it is active. Our most important global competitors include AkzoNobel, Clariant, Covestro, DowDuPont, DSM, Evonik, Formosa Plastics, Huntsman, SABIC, Sinopec, Solvay and many hundreds of local and regional competitors. We expect competitors from Asia and the Middle East in particular to gain increasing signifi- cance in the years ahead. Corporate legal structure As the publicly traded parent company, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also the largest operating company. The majority of Group companies cover a broad spectrum of our business. In the BASF Group Consolidated Financial Statements, 286 companies including BASF SE are fully consolidated. We consolidate eight joint operations on a proportional basis, and account for 35 com- panies using the equity method. For more information, see the Notes to the Consolidated Financial Statements from page 184 onward Europe 737 million 2050 Americas 940 million Asia 4,194 million Americas 1,214 million +29% 7.0 billion Africa 1,049 million Source: United Nations 2017 Oceania 37 million Africa 2,528 million +141% Europe 716 million -3% 9.8 billion Asia 5,257 million +25% Oceania 57 million +56% 24 Management's Report Our strategy Corporate strategy BASF Report 2017 Our values Our conduct is critical for the successful implementation of our strategy: This is what our values represent. They guide how we interact with society, our partners and with each other. Creative: In order to find innovative and sustainable solutions, we have the courage to pursue bold ideas. We link our areas of expertise from many different fields and build partnerships to develop creative, value-adding solutions. We constantly improve our products, services and solutions. Open: We value diversity – in people, opinions and experi- ences. That is why we foster dialog based on honesty, respect and mutual trust. 2010 Entrepreneurial: All employees contribute to BASF's suc- cess as individuals and as a team. We turn market needs into customer solutions. We succeed in this because we take ownership and embrace accountability for our work. World population growth For more information on business opportunities with sustainability, see page 29 onward BASF Report 2017 Our strategy Corporate strategy Management's Report 23 Our strategy Corporate strategy Purpose Production a Principles As strategic basis for our success on the market Values As guideline for our conduct and actions With the "We create chemistry" strategy, BASF has set itself ambitious goals. We want to contribute to a sustain- able future and have embedded this into our corporate purpose: "We create chemistry for a sustainable future." In 2050, nearly 10 billion people will live on Earth. While the world's population and its demands will keep growing, the planet's resources are finite. On the one hand, population growth is associated with huge global challenges; and yet we also see many opportunities, especially for the chemical industry. Our corporate purpose ■ We create chemistry for a sustainable future We want to contribute to a world that provides a viable future with enhanced quality of life for everyone. We do so by creating chemistry for our customers and society and by making the best use of available resources. We live our corporate purpose by: - Sourcing and producing responsibly - Acting as a fair and reliable partner - Connecting creative minds to find the best solution for market needs For us, this is what successful business is all about. As an integrated global chemical company, we make important contributions in the following three areas: Resources, environment and climate - Food and nutrition - Quality of life In doing so, we act in accordance with four strategic principles. Our strategic principles We add value as one company. Our Verbund concept is unique in the industry. Encompassing the Production Verbund, Technology Verbund and Know-How Verbund as well as all relevant customer industries worldwide, this sophisticated and profitable system will continue to be expanded. This is how we combine our strengths and add value as one company. We innovate to make our customers more successful. We want to align our business optimally with our customers' needs and contribute to their success with innovative and sustainable solutions. Through close partnerships with customers and research institutes, we link expertise in chemistry, biology, physics, materials science and engineering to jointly develop customized products, functional materials, and system solutions as well as processes and technologies. We drive sustainable solutions. In the future, sustain- ability will more than ever serve as a starting point for new business opportunities. That is why sustainability and innova- tion are becoming significant drivers for our profitable growth. We form the best team. Committed and qualified employ- ees around the world are the key to making our contribution to a sustainable future. Because we want to form the best team, we offer excellent working conditions and inclusive leadership based on mutual trust, respect and dedication to top performance. For more information on innovation, see page 35 onward For more information on the Best Team Strategy, see page 42 onward a Reduction of worldwide lost-time injury rate BASF Report 2017 Reduction of worldwide process safety incidents For more information on the organization of our sustainability management, see basf.com/sustainabilitymanagement For more information on our materiality analysis, see basf.com/materiality For more information on our financial and sustainability goals, see page 26 onward Societal acceptance Constant dialog with our key stakeholders Global requirements for community advisory panels ■ Social commitment integrate these topics into our long-term steering processes to ensure societal acceptance and take advantage of business opportunities. Sustainability management helps to minimize risks. This sup- ports our long-term economic success and ensures societal acceptance of our business activities. We aim to reduce potential risks in the areas of environment, safety and security, health protection, product stewardship, compliance, and labor and social standards by setting ourselves globally uniform requirements. These often go beyond local legal requirements. Internal monitoring systems and grievance mechanisms enable us to check compliance with these standards: they include, for example, questionnaires, audits and compliance hotlines. All employees, managers and Board members are required to abide by our global Code of Conduct, which defines a mandatory framework for our business activities. Our stakeholders include customers, employees, suppliers and shareholders, as well as representatives from academia, industry, politics, society and the media. Parts of our business activities, such as the use of new technologies, are frequently viewed by some stakeholders with a critical eye. In order to increase societal acceptance for our business activities, we take on these questions, assess our business activities in terms of their sustainability, and communicate this transpar- ently. Such dialogs help us to even better understand society's expectations of us and which measures we need to pursue in order to establish and maintain trust and build partnerships. We use a custom model to identify key stakeholders and involve them more effectively. When selecting our stake- holders, we assess factors such as their topic-specific exper- tise and willingness to engage in constructive dialog, for instance. We draw on the competence of global initiatives and networks, and contribute our own expertise. 30 Management's Report Our strategy Integration of sustainability BASF Report 2017 That is why we are involved in worldwide initiatives with various stakeholder groups, such as the U.N. Global Compact. BASF's Chairman of the Board of Executive Directors is a member of the United Nations Global Compact Board. As a member of the U.N. Global Compact LEAD initiative, we support the imple- mentation of the Agenda 2030 and its Sustainable Develop- ment Goals. BASF is also active in local Global Compact net- works. Our investment decisions for property, plant and equip- ment and financial assets also involve sustainability criteria. Our decision-making is supported by expert appraisals that assess economic implications as well as potential effects on the environment, human rights or local communities. Relevant topics resulting from these commitments - such as supply chain responsibility, responsible production, resource efficiency, energy and climate protection, water, product stew- ardship, employment and employability, and portfolio management - form the focal points of our reporting. We also - We drive sustainable products and solutions - We value people and treat them with respect For more information on the development of these performance indicators, see the Results of Operations on page 51 onward 1 These include fixed assets, intangible assets, investments accounted for using the equity method, inventories, trade accounts receivable, other receivables and other assets generated by core business activities as well as any assets of disposal groups. BASF Report 2017 Integration of sustainability Management's Report 29 Our strategy Integration of sustainability Sustainability is an integral part of our corporate strategy. Using the various tools of our sustainability management, we carry out our company purpose: "We create chemistry for a sustainable future." We incorporate sustainability into our business. This is how we seize business opportu- nities and minimize risks along the value chain. Strategy ■ Ensuring long-term economic success ■ Taking advantage of business opportunities and minimizing risks We aim to add value in the long term for our company, the environment and society. Sustainability is at the core of what we do, a driver for growth as well as an element of our risk management. That is why we incorporate aspects of sustain- ability into our decision-making processes and have defined clear responsibilities in our organization. This is how we posi- tion our company for long-term economic success. We have created structures to promote sustainable, entre- preneurial actions all the way from strategy to implementation. The Corporate Sustainability Board is BASF's central steering committee for sustainable development. It is composed of the heads of our business, corporate and functional units, and regions. A member of the Board of Executive Directors serves as chair. We have also established an external, independent Stakeholder Advisory Council. Here, international experts from academia and society contribute their perspectives to discus- sions with BASF's Board of Executive Directors, helping us expand our strengths and identify our potential for improve- ment. Through our constant dialog with stakeholders, our internal analysis methods and our many years of experience, we are continuously refining our understanding of significant topics and trends as well as potential opportunities and risks along our value chain. For example, we have defined sustainability focus areas within our corporate strategy. These formulate the commit- ments with which BASF positions itself in the market and how it aims to meet the growing challenges along the value chain: - We source responsibly - We produce safely for people and the environment - We produce efficiently We once again met with the Stakeholder Advisory Council in 2017 to discuss important aspects of sustainability. The main topics were strengthening sustainability in the corporate strategy and challenges in the supply chain. We received and implemented recommendations for our thematic focus areas. For example, we initiated a lighthouse project on the circular economy that is analyzing to what extent waste streams can be used as raw materials. In 2017, BASF joined the Ellen MacArthur Foundation's circular economy initiatives to drive forward existing approaches. According to our value-based management concept, all employees can make a contribution in their business area to help ensure that we earn the targeted premium on our cost of capital. We pass this value-based management concept on to our team around the world through seminars and training events, thereby promoting entrepreneurial thinking at all levels within BASF. Our lobbying and political communications are conducted in accordance with transparent guidelines and our publicly stated positions. BASF does not financially support political parties. In the United States, employees at BASF Corporation have exercised their right to establish a Political Action Com- mittee (PAC). The BASF Corporation Employee PAC is a volun- tary, federally registered employee association founded in 1998. It collects donations for political purposes and inde- pendently decides how these are used, in accordance with U.S. law. As a founding member of the U.N. Global Compact, we support the implementation of the United Nations' Sustainable Development Goals with our social commitment around the world. We promote social, educational, cultural, academic and sports projects as part of our social engagement strategy. The main aim of these projects is to have a lasting impact on society and offer learning opportunities for participating cooperation partners and BASF. 2.7 4.8% 7.3 13.0% -23456 Culture For more information on stakeholder dialog, see basf.com/en/dialog For more information on the Stakeholder Advisory Council, see basf.com/en/stakeholder-advisory-council Sports Other For more information on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication see basf.com/en/starting-ventures For more information on our production standards, see page 98 onward For more information on standards in our supply chain, see page 93 onward For more information on compliance and our Code of Conduct, see page 135 onward per one million working hours For more information on Starting Ventures, 5.2% 3 2.9 Science As a responsible neighbor, BASF strives to create a livable community for our sites' neighbors, employees and their fami- lies. To achieve this, BASF supports projects that reach out to as many people as possible and have long-term impact. One example is the Connected to Care program, where employees around the world form teams to carry out social projects to- gether with nonprofit organizations. Employees can suggest their own ideas or get involved in BASF initiatives. We also aim to create long-term value for BASF and society with new business models and cross-industry partnerships. Our company-wide Starting Ventures program provides access to growing low-income markets. This helps people with precar- ious livelihoods to improve their income-earning opportunities and their quality of life. The program also strengthens our con- tribution to reaching the U.N. Sustainable Development Goals. In one project in Kenya and Tanzania, for example, local food supply and quality of life are improved by fortifying flour with micronutrients such as vitamin A. This reduces health risks for the population. To take advantage of these opportunities for the people there, BASF draws on an established network of local mills, nonprofit organizations and government authorities. The BASF Group spent a total of €56.0 million supporting projects in 2017; we donated 57% of this amount (2016: €47.0 million, of which 49.6% were donations). BASF Group donations, sponsorship and own projects in 2017 (million €) 2017 Share 6 1 Social projects Education 21.4 38.2% 5 16.6 29.7% 4 5.1 9.1% €56.0 million We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we promote open exchange between citizens and our site management, and strengthen trust in our activities. In 2017, we updated our globally binding requirements for com- munity advisory panels at our sites. These minimum require- ments are oriented toward the grievance mechanisms outlined in the U.N. Guiding Principles for Business and Human Rights. We keep track of their implementation through the existing global databank of the Responsible Care Management Sys- tem. We primarily comment on EBIT before special items on a segment and division level in our financial reporting. Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Adjusting for special items makes EBIT before special items an especially suitable figure for illustrating development over time. In addition to EBIT before special items, we also report on sales as a further main driver for EBIT after cost of capital. BASF's nonfinancial targets are focused more on the long term, and are not used for short-term steering. In the area of international development work, we support the BASF Stiftung, an independent nonprofit organization, through donations to its projects with various U.N. and non- governmental organizations. In 2017, BASF supported various activities by the U.N. Refugee Agency (UNHCR) to give children in Kenyan refugee camps access to education with its annual year-end donation campaign to the BASF Stiftung. BASF dou- bled all donations by employees of German and African Group companies, bringing the total amount benefiting the refugee children in Kenya to €642,703. This total donation was again doubled to €1,285,405 by the German arm of the U.N. refugee agency. An important factor in ensuring the successful imple- mentation of value-based management is linking the goals of BASF to the individual target agreements of employees. In the operating units, the most important performance indicator is EBIT after cost of capital. By contrast, the functional units' contribution to value is assessed on the basis of effectiveness and efficiency. 2020 Goal Status at end of 2017 More on >99% 76.2% Page 101 Page 100 2020 Goal More on 90% 54.3% Page 105 (40%) (35.5%) Status at end of 2017 0.97 Page 99 2.0 per one million working hours All this forms a consistent system of value drivers and key indicators for the individual units and levels at BASF. In addition to EBIT after cost of capital, EBIT and EBIT before special items are the most significant performance indicators for measuring economic success as well as for steering the BASF Group and its operating units. Health Performance Index Product stewardship Q Risk assessment of products that we sell in quantities of more than one metric ton per year worldwide Energy and climate protection Q Management's Report 27 Our strategy Goals 2025 Goals Status at end of 2017 More on ≤0.5 1.4 Page 98 ≤0.5 Page 105 Coverage of our primary energy demand by introducing certified energy management systems (ISO 50001) at all relevant sites4 Reduction of greenhouse gas emissions per metric ton of sales product (excluding Oil & Gas, baseline 2002) Annual goal >0.9 Water Q "We add value as one company" is one of the four principles of our "We create chemistry" strategy. To create value in the long term, a company's earnings must exceed the cost of stockholders' equity and borrowing costs. This is why we strive to earn a significant premium on our cost of capital. To ensure BASF's long-term success, we encourage and support all employees in thinking and acting entrepreneurially in line with our value-based management concept. Our goal: to create awareness as to how each and every employee can find value-oriented solutions in the company's day-to-day operations and implement these in an effective and efficient manner. EBIT after cost of capital ■ Performance and management indicator Income from operations (EBIT) after cost of capital is a key performance and management indicator for the BASF Group, its operating divisions and business units. This figure combines the company's economic situation as summarized in EBIT with the costs for the capital made available to us by shareholders and creditors. When EBIT exceeds cost of capital, we earn a premium on our cost of capital and exceed the return expected by our shareholders. For more information on the development of this key performance indicator, see the Results of Operations on page 53 ■ Cost of capital determined using cost of capital per- centage and cost of capital basis To calculate EBIT after cost of capital, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other - not allocated to the segments - and subtract the cost of capital of the BASF Group from the resulting figure. Cost of capital is determined by applying the cost of capital percentage before taxes to the value of the cost of capital basis at each month-end. Monthly cost of capital is then add- ed up over the course of the year. The cost of capital percentage is determined using the weighted cost of capital from equity and borrowing costs (weighted average cost of capital, WACC). To calculate a pre- tax figure similar to EBIT, it is adjusted using the projected tax rate for the BASF Group for the business year. In addition, the projected net expense of Other is already provided for by an adjustment to the cost of capital percentage. The cost of equity is ascertained using the Capital Asset Pricing Model. Borrowing costs are determined based on the financing costs of the BASF Group. The cost of capital basis consists of the operating assets of the segments plus the customer and supplier financing not included there. Operating assets comprise the current and noncurrent asset items used by the operating divisions.1 Value-based management throughout the company 4 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. Exercising a value-oriented mindset in day-to-day business by every employee For us, value-based management means the daily focus placed on value by all of our employees. To this end, we have identified value drivers that show how each and every unit in the company can create value. We develop performance indicators for the individual value drivers that help us to plan and pursue changes. BASF Report 2017 Value-based management Calculating EBIT after cost of capital 45.2% Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites (excluding Oil & Gas) 100% 2025 Goals Page 108 Products and solutions Q Increase the proportion of sales generated by products that make a particular contribution to sustainable development (Accelerator products) More on Status at end of 2017 Status at end of 2017 More on 28% 27.3% Page 32 28 Management's Report 2020 Goal Our strategy Value-based management Zhejiang University Hangzhou, China NAO Tokyo Institute of Technology Tokyo, Japan Shanghai, China Kyoto University❤ Sichuan University Chengdu, China Fudan University❤ Changchun Institute of Applied Chemistry Changchun, China Dalian Institute of Chemical Physics Beijing, China Beijing Institute of Technology Beijing, China Tsinghua University Network for Asian Open Research Institute of Chemistry, Chinese Academy of Science Beijing, China Kyoto, Japan Dalian, China Seoul National University We also use data mining methods to gain new insights from very large quantities of existing data. In biotechnology, for example, data mining helps to identify promising enzymes or suitable bacteria more quickly as part of product or process development. This work comes under our Bioscience Research technology platform. • Also a partner of the UNIQUE program For more information on research and development, see basf.com/innovations Karlsruhe, Germany Our competence in the area of material development for 3D processes is demonstrated by the filament Ultrafuse 316LX. It was specially developed for a new process on the market for metal printing and has been in use since 2017. The product makes it easier to print 3D metal parts inexpensively and reliably. In addition, BASF New Business GmbH acquired the filament producer Innofil3D B.V. headquartered in Emmen, Netherlands, in 2017. We can now provide both plastic granulates and filaments for 3D printing. These long, thin plastic fibers are used in fused filament fabrication, a special 3D printing process that manufactures items layer by layer from meltable plastic. 3D printing involves the development of innovative materials. In the chemical industry, BASF already has a broad portfolio with materials, system solutions, compo- nents and services. In 2017, BASF New Business GmbH established BASF 3D Printing Solutions GmbH in Heidel- berg, Germany, to continue the targeted expansion of the business. As a wholly owned subsidiary of BASF, it works closely together with researchers and application engineers from BASF as well as external partners, such as universities and customers. A further example is the data-based optimization for the production of dirt-resistant, water-based coatings used in the furniture industry, for instance. Using electronic data from previous experiments, researchers from the Advanced Mate- rials & Systems Research technology platform were able to quickly determine a successful formulation. Through the com- bination of laboratory work and virtual experiments, they were able to create new coatings that meet customer demands in a very short time. In 2017, BASF researchers from the Process Research & Chemical Engineering technology platform demonstrated the enormous potential of digitalization in research. For the first time, researchers were able to systematically analyze the existing data on catalysts used in the production of the inter- mediate product ethylene oxide, leading to valuable insights. The correlations between the formulations and the application properties of the catalysts allow their performance and lifetime to be predicted more accurately and faster. Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: resources, environment and climate; food and nutrition; and quality of life. Seoul, South Korea ■ Expansion of business activities in 3D printing Research focus areas - examples The number and quality of our patents also attest to our power of innovation and long-term competitiveness. We filed around 800 new patents worldwide in 2017. In 2017, we once again ranked among the leading companies in the Patent Asset Index, a method that compares patent portfolios industry-wide. For a multiyear overview of research and development expenditures, see the Ten-year summary on page 247 Ludwigshafen remains the largest site in our Research Verbund. This is underscored by the investment in the world's largest supercomputer for research in the chemical industry, which was put into operation in 2017. With a computing power of 1.75 petaflops, 1 Quriosity offers around 10 times the computing power previously available to BASF researchers worldwide. In collaboration with the Hewlett Packard Enter- prise group, the new supercomputer was custom designed for chemical research and will drive forward the digitalization of BASF research globally. In addition to the Innovation Campus Shanghai (previously Innovation Campus Asia Pacific) which opened in 2015, we inaugurated the Innovation Campus Mumbai in 2017 to further increase our research capacity in Asia. The new Campus brings together existing and new research and development activities in Mumbai, India, under one roof, where up to 300 scientists focus on crop protection and process development. Our global research and development presence is vital to our success. We want to continue advancing our research and development activities, particularly in Asia as well as in North America, and are adapting this to growth in regional markets. A stronger presence outside Europe creates new opportunities for developing and expanding customer relation- ships and scientific collaborations as well as for gaining access to talented employees. This strengthens our Research and Development Verbund and makes BASF an even more attrac- tive partner and employer. years ahead, we plan to consistently expand existing expertise in fields like modeling and simulation and to develop new digital applications. Management's Report 37 Innovation BASF Report 2017 Increased use of digital technologies Karlsruhe Institute of Technology (KIT) In 2017, our research pipeline comprised approximately 3,000 projects. Expenses for research and development amounted to around €1,888 million, just above the prior-year level (€1,863 million). The operating divisions accounted for 80% of total research and development expenses in 2017. The remaining 20% related to cross-divisional corporate research focusing on long-term topics of strategic importance to the BASF Group. We strive to maintain a high level of spending on research and development. Heidelberg University Stanford University Stanford, California UC Berkeley Berkeley, California Davis, California UC Davis California Research Alliance CARA Global network: postdoc centers and UNIQUE excellence program We continued to refine our innovation approach in 2017 and have identified additional, far-sighted topics that go above and beyond the current focus areas of our divisions to drive innovation in new business fields and with new technologies. The aim is to use these to exploit new business opportunities within the next few years. We are also working on overarching projects that are highly relevant from a technological, societal or regulatory point of view. UC Santa Barbara Our cross-divisional corporate research is closely aligned with the requirements of our operating divisions and allows considerable space to quickly review creative research approaches. We strengthen existing and continually develop new key technologies that are of central significance for our operating divisions. Examples include polymer technologies, catalyst processes or biotechnological methods. The needs of our customers are the starting point for chemistry-based innovations, requiring market-driven research and development. Creativity, efficiency and collaboration with external partners are among the most important success factors. In order to bring promising ideas to market as quickly as possible, we regularly assess our research projects using a multistep process and align our focus areas accordingly. Globalizing research and strengthening regional com- petencies Innovation approach with strong focus on customers and markets Strategic focus BASF Report 2017 Innovation 36 Management's Report One petaflop is equal to one thousand trillion (1015) operations per second. The aim of our innovation approach is to increase our company's power of innovation and to secure our long-term competitiveness. We aim to achieve this by concentrating our research focus on topics that are strategically relevant for our business, strengthening our existing scientific processes and increasingly using new scientific methods and digital tools, and optimizing our organizational structures. Heidelberg, Germany Santa Barbara, California UC Riverside Riverside, California UC San Diego San Diego, California Berlin, Germany UniCat Imperial College London, UK College Station, Texas Texas A&M University ● UNIQUE - The BASF Academic Partnership Program Zurich, Switzerland ETH Zürich Caltech Pasadena, California University of Freiburg Freiburg, Germany Joint Research Network on Advanced Materials and Systems JONAS • University of Massachusetts Amherst, Massachusetts Massachusetts Institute of Technology Cambridge, Massachusetts Harvard University Cambridge, Massachusetts North American Center for Research on Advanced Materials NORA I.S.I.S - University of Strasbourg Strasbourg, France 38 Management's Report 243 BASF Report 2017 Total Acquisi- tions Invest- ments 101 Intangible assets Investments and acquisitions 2017 (million €) For more information on our investments from 2018 onward, see page 124 By investing in our plants, we create the conditions for our desired growth while constantly improving the efficiency of our production processes. For the period from 2018 to 2022, we have planned investments in property, plant and equipment¹ totaling €19.0 billion. We also continue to develop our portfolio through acquisitions that promise above-average profitable growth, are driven by innovation, offer added value for our customers, and reduce the cyclicality of our earnings. Invest- ments and acquisitions alike are prepared by interdisciplinary teams and assessed using diverse criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. In addition to innovations, investments and acquisitions make a decisive contribution toward achieving our ambitious growth goals. We use targeted acquisitions to supplement our organic growth. 235 Of our portfolio through acquisitions, divestitures and cooperative partnerships Used for acquisitions in 2017 €243 million In investments made in 2017 €4,121 million BASF Report 2017 Investments, acquisitions and divestitures Investments, acquisitions and divestitures 40 Management's Report Optimization Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 253 336 97 For more information on nonfinancial disclosures, see page 19 3 Including impairments and reversals of impairments 2 Including capitalized exploration, restoration obligations and IT investments 1 Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments For more information on investments within the segments, see page 60 onward In the Oil & Gas segment, we invested primarily in field development projects in Argentina, Norway and Russia in 2017. In Asia, we started up two large-scale plants in Shanghai, China, in 2017: one for chemical catalysts and another for automotive coatings together with our partner Shanghai Huayi Fine Chemical Co. Ltd., based in Shanghai, China. We built a new aroma ingredients complex at the integrated chemical site in Kuantan, Malaysia, together with our partner PETRONAS Chemicals Group Berhad, headquartered in Kuala Lumpur, Malaysia. It is in the process of being started up. In Gimcheon, South Korea, we are constructing a new plant for UltraformⓇ together with our partner Kolon Plastics Inc., head- quartered in Gimcheon, South Korea. The new plant is scheduled for completion in 2018. With these investments, we are expanding our presence in Asia. In North America, we are constructing an ammonia production plant in Freeport, Texas, together with Yara Inter- national ASA, headquartered in Oslo, Norway. It is scheduled for completion in 2018. The expansion of the production facility for dicamba in Beaumont, Texas, is complete and operational. Thereof goodwill Property, plant and equipment² Total In Europe, we largely concluded the investment in our integrated TDI complex at the Ludwigshafen site. We will strengthen the Ludwigshafen Verbund site by replacing our acetylene plant, which occupies a central role for many products and value chains, with a modern, highly efficient plant by 2019. We are also constructing another production plant for special zeolites in Ludwigshafen. Special zeolites are used to produce state-of-the-art exhaust catalysts for commercial vehicles and passenger cars with diesel engines. Production startup is scheduled for 2019. At the site in Antwerp, Belgium, we completed the technical retrofitting of the superabsorbent plant, where the superabsorbent products SavivaⓇ and HySorbⓇ can be produced. Investments 4,364 97 The Joint Research Network on Advanced Materials and Systems (JONAS) postdoctoral center is active in Europe, while the Network for Asian Open Research (NAO) covers the Asia Pacific region. The Network for Advanced Materials Open Research was renamed the Network for Asian Open Research in 2017 after NAO's research projects were expanded to include process research, chemical engineer- ing and biosciences. 4,121 4,028 8 4,020 We invested €4,020 million in property, plant and equipment in 2017. Total investments were therefore €202 million lower than in the previous year and €434 million above the level of depreciation³ in 2017. Our investments in 2017 focused on the Chemicals, Functional Materials & Solutions and Oil & Gas segments. Innovation Wintershall is working on the development of heat- resistant and salt-tolerant surfactants together with the Performance Chemicals division. These substances are used in enhanced oil recovery to mobilize the oil trapped in the pores of the rock. Conventional surfactants often cannot be used because of the high temperatures and high salt concen- trations of many reservoirs, especially in regions such as the Middle East, North Africa or in the North Sea. The research project is currently in the laboratory phase. For more information on RevysolⓇ, see page 82 20% Corporate research, Other 2% Oil & Gas 27% Agricultural Solutions €1,888 million 23% 5 3 Functional Materials & Solutions Performance Products 6 7% Chemicals 1 123456 Research and development expenses by segment 2017 Innovations in the segments - examples 21% Oil & Gas: The Wintershall Group concentrates its innovation- related activities on improving the success rate of exploration, developing technologies for reservoirs with challenging development and production conditions, and increasing the recovery factor of reservoirs. Chemicals: Our specialty monomers enable innovation in our customers' downstream applications. These include a new application with tertiary butylacrylate (tBA) in decorative paints. tBA is primarily used as a functional component in water-based exterior paints. Our customers can use tBA to fomulate dispersions that improve the specific properties of their exterior paints - such as weathering and surface adhe- sion without increasing production costs. BASF is one of the leading global providers in the field of gas treatment. Our OASE® brand portfolio ranges from gas treatment agents to licenses for gas treatment processes and the planning of plants. We have further developed our busi- ness model and systematically expanded our service offering with the new OASE® connect online platform, which is partic- ularly attractive for customers at remote locations. Special software enables them to find the optimum technical settings for their plants and manage them more efficiently, achieving energy savings of up to 20% in the form of electricity and steam and significantly reducing operating costs at the same plant output. Digital innovations are also a key focus in the Crop Protec- tion division. One example from digital agriculture is the online platform MaglisⓇ that was launched in 2016, which offers farmers agronomic information and combines this with IT solutions and expertise from BASF. MaglisⓇ is used by farmers worldwide - and we are constantly enhancing it. We are already testing new applications such as the automated diagnosis of plant diseases based on photo analysis. cereal should come on the market in 2019. The market intro- duction of the new insecticide InscalisⓇ to combat piercing- sucking pests is planned for 2018. Another new insecticide, Broflanilide, which helps farmers control chewing insects like potato beetles and caterpillars in specialty and field crops, should be on the market from 2020. In Functional Crop Care, we are pushing ahead with the market introduction of VelondisⓇ, for example, a biological fungicide for seed treat- ment. This is planned for 2018. Our well-stocked innovation pipeline comprises products with a launch date between 2017 and 2027. With a peak sales potential¹ of €3.5 billion, the pipeline includes innovations from all business areas. The first market launches of RevysolⓇ, our new fungicide, are scheduled for the 2019 growing season following registration with the relevant authorities. A new her- bicide with a unique mode of action to control key weeds in Agricultural Solutions: We are working with farmers around the globe to improve the quality and yield of their agricultural production while taking societal expectations and require- ments into consideration. To achieve this, we constantly invest in our development pipeline in order to expand our portfolio both in and beyond conventional crop protection - such as in biological solutions. In 2017, we invested €507 million in research and development in the Crop Protection division, representing around 9% of sales for the segment. The specialty polyamide UltramidⓇ Deep Gloss picks up on the trend toward higher quality and functionalized surfaces in car interiors. UltramidⓇ Deep Gloss is suitable for high gloss yet resistant components without the need for coating. It offers excellent resistance to scratching along with high chemical and good UV resistance. The material reproduces even the smallest structures true to detail, making haptic design elements and intuitive user interfaces possible - similar to a touchscreen. Demand for new operating concepts like this will continue to grow in the transition to autonomous driving. UltramidⓇ Deep Gloss also takes into account the automotive industry's demands with respect to emissions and odor. Thanks to the biomass balance method developed by BASF, we are able to flexibly replace fossil resources in our current Verbund system with sustainably generated bio-based raw materials by feeding biogas and bionaphtha directly into the value chain at the very beginning. The first biomass-balanced products have now been introduced in the area of automotive refinish coatings. The share of raw materials replaced by renewable raw materials in the Production Verbund is allocated to certain refinish coating products according to certified methods. Coatings in this category add ecological value by saving on fossil-based raw materials while maintaining their usual qualities. 39 Management's Report Innovation BASF's constant stream of new ideas has secured its position as the technology leader and largest supplier of hy- drosulfites for over 100 years. These bleaching and reducing agents are used in paper production, for example. The new Adlite®, a hydrosulfite for the paper industry, testifies to our innovative strength. Adlite® improves the entire paper produc- tion process and makes it more flexible. It enables our cus- tomers to achieve a higher degree of whiteness with the same raw materials and in this way, manufacture higher quality pa- per. At the same time, AdliteⓇ saves energy and mitigates the impact on the environment, resulting in lower wastewater res- idues. BASF Report 2017 Performance Products: Acronal® 6292 is a new styrene acrylic binder that enables the production of more environ- mentally friendly scrub resistant interior wall paints. The poly- mer's high pigment binding power also means that less binder is required to produce a scrub resistant paint. This offers a cost advantage for paint manufacturers. Acronal® 6292 can times also be used to produce low-emission paints without biocides BASF's MasterSeal 7000 CR waterproofing system pro- tects concrete structures in wastewater and biogas plants exposed to high concentrations of chemicals such as sulfuric acid. MasterSeal 7000 CR bridges cracks in concrete to prevent penetration by aggressive substances. This prolongs the lifetime of concrete structures, contributes to sustainable water management and simultaneously reduces maintenance costs. MasterSeal 7000 CR is easy to work with and even adheres to humid substrates. The quick hardening time allows water contact only 24 hours after application, reducing down- Ian important factor in wastewater management. Functional Materials & Solutions: Formaldpure® is a new catalyst from BASF, which removes the pollutant formaldehyde at room temperature with high conversion efficiency. It is suit- able for use in a wide range of portable and large-scale air purification equipment. Formaldehyde is used in the manufac- ture of building materials and household products, so it is found in homes and buildings as an indoor pollutant. BASF's Formaldpure® is a thorough, long-life technology that removes formaldehyde from indoor environments and reduces the costs otherwise associated with frequent filter changes. "Cool roofs" are more reflective and so do not heat up as much in direct sunlight. Roofing membranes made from thermoplastic polyolefins (TPO) are an energy-saving and cost-efficient solution here. BASF now offers new plastic additive systems that are customized for such TPO roof membrane applications. Combinations of the light stabilizers Chimassorb and TinuvinⓇ, the antioxidants IrganoxⓇ and IrgafosⓇ as well as customer-specific plastic additive mixtures with minimal dust formation protect TPO membranes from the damaging effects of sunlight, extending their lifetime by up to 30 years. Pronovum is a new BASF technology in the area of omega-3 food supplements. Intake of Omega 3 can help improve consumers' coronary and cognitive health. Indepen- dent studies have shown that the body processes omega-3 fatty acids formulated with Pronovum four times better than conventional, highly concentrated omega-3 fatty acids in the form of the chemical compound ethyl ester. Pronovum is a patented mixture of omega-3 oils in a new formulation that can be accessed much better by digestive enzymes. Fibroblasts are important cells in the skin, which contribute to skin regeneration. When they lose their vitality, the skin loses its resilience and elasticity. DermagenistⓇ, a marjoram leaf extract developed by BASF, restores the skin's density and firmness. It inhibits the fibroblast ageing process and stimu- lates the cells to produce structural proteins in the connective tissue. - preservatives needed to prevent bacterial growth in tradition- al water-based paints. 2 - BASF Report 2017 In 2017, we continued to work on the systematic applica- tion of digital technologies in research and development. In the Responsibility for human rights Page 47 (goals, measures, results) Global labor and social standards Suppliers Page 47 (goals, measures, results) Page 26 (goals) Societal acceptance Responsibility for human rights Global labor and social standards Suppliers Compliance Suppliers Management's Report 31 Our strategy Integration of sustainability Pages 29-30 (goals, measures, results) Dialog with employee representatives Page 31 (goals, measures, results) Pages 93-94 (goals, measures, results) Pages 135-136 (goals, measures, results) Page 26 (goals) Pages 93-94 (goals, measures, results) The content of this paragraph (symbol at the end of the paragraph) or section (symbol below the section) is not part of the statutory audit of the annual financial statements but has undergone a separate audit with limited assurance by our external auditor. If the symbol is underlined, it is relevant to the entire section. 34 Management's Report Customers Customers Page 47 (goals, measures, results) Page 26 (goals) BASF Report 2017 Page 46 (goals, measures, results) Page 45 (goals, measures, results) Page 46 (goals, measures, results) Pages 97 and 104-107 (goals, measures, results) Page 27 (goals) Pages 97 and 108-109 (goals, measures, results) Pages 97 and 110 (goals, measures, results) Pages 97 and 110 (goals, measures, results) Page 27 (goals) Page 32 (goals, measures, results) Page 26 (goals) Pages 93-94 (goals, measures, results) Page 27 (goals) Pages 97, 98-99 (goals, measures, results) Employees participate in the company's success Page 27 (goals) Page 43 (goals, measures, results) Page 44 (goals, measures, results) Page 26 (goals) Page 44 (goals, measures, results) Page 26 (goals) Social matters Respect for human rights Anti-corruption and bribery matters 1 Key: Compensation and benefits Pages 97 and 100 (goals, measures, results) Pages 97 and 103 (goals, measures, results) Page 27 (goals) Around 130,000 Innovative Innovation Management's Report 35 Innovation Around 10,000 Employees in research and development worldwide €1,888 million Spent on research and development Around 3,000 BASF Report 2017 Projects in research pipeline For BASF, innovation is the key to successfully standing out from the crowd in a challenging market environment. Our innovative strength is based on a global team of highly qualified employees with various specializations. We had around 10,000 employees involved in research and develop- ment in 2017. Our three global technology platforms are run from our key regions - Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materials & Systems Research (Shanghai, China) and Bioscience Research (Research Triangle Park, North Carolina). Together with the development units in our operating divisions, they form the core of our global Know- How Verbund. BASF New Business GmbH and BASF Venture Capital GmbH supplement this network with the task of using new technologies to tap into attractive markets and new busi- ness models for BASF. In 2017, we generated sales of over €9 billion with prod- ucts launched on the market in the past five years that stemmed from research and development activities. In the long term, we aim to continue significantly increasing sales and earnings with new and improved products. Global network Network with around 600 universities, research institutes and companies Our global network of about 600 universities, research insti- tutes and companies forms an important part of our Know- How Verbund. We collaborate with them in many different disciplines. The direct access to external scientific expertise, new technologies and talented minds from various disciplines helps us to strengthen our portfolio with creative new projects. For instance, we are working on innovative materials for electrochemical energy storage with the Karlsruhe Institute of Technology (KIT) at the BELLA (Battery and Electrochemistry Laboratory) joint laboratory. We use the Creator SpaceⓇ approach developed by BASF to generate innovative ideas and continuously promote dialog with customers, partners and suppliers. We draw on cutting-edge innovation methods here. In our excellence program UNIQUE - The BASF Academic Partnership Program, we are working with fifteen leading universities around the world. BASF also runs four postdoctor- al centers that pool collaborations with several research groups on a regional level. A growing need for food, energy and clean water, limited resources and a booming world population - reconciling all these factors is the greatest challenge of our time. Innovations based on chemistry play a key role here, as they contribute decisively to new solutions. Effective and efficient research and development is a prerequisite for innovation as well as an important growth engine for BASF. We develop innovative processes and products for a sustainable future and drive forward digitalization in research worldwide. This is how we ensure our long- term business success with chemistry-based solutions for almost all sectors of industry. Customers from almost all sectors and countries in the world ISO 9001 is a standard published by the International Organization for Standardization (ISO) and sets out the requirements for a quality management system. In the Oil & Gas segment, we focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. We benefit from strong partnerships and our technological expertise. Together with our Russian partner Gazprom, we are also active in the transportation of natural gas in Europe. In close partnership with our customers Flexible Thanks to in-depth expertise and wide range of resources BASF supplies products and services to around 130,000 customers from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and medium-sized businesses to end consumers. Customer industry orientation Innovations and tailored solutions in close partner- ship with our customers Our broad portfolio - from basic chemicals to high value-added products and system solutions - means that we are active in Imany value chains and value creation networks. As a result, we work with a wide range of business models, which we flexibly adapt to the needs of individual industries. This industry orientation is primarily driven forward and enhanced by the divisions. Around half of our business units are oriented toward specific industries. For more information on the segments, see pages 62, 68, 75, 81 and 85 onward The close alignment of our business with our customers' needs is a key element in our "We create chemistry" strategy. Our ability to combine in-depth expertise with a wide range of resources to meet specific demands enables us to position BASF as a solution-oriented system provider. We engage in close partnerships with customers in which we develop inno- vations and tailored solutions together and optimize processes and applications. Quality management Our customers' satisfaction is the basis for long-term business success, which is why quality management is of vital signifi- cance for BASF. We strive to continually improve processes and products. This is also reflected in our Global Quality Policy. The majority of BASF's production sites and business units are certified according to ISO 9001.1 In addition, we also meet industry- and customer-specific quality requirements that go beyond the ISO standard. Products and customer relations in the segments The business models used in our divisions are constantly assessed and refined. We continually adapt our offering to the changing market conditions - such as growing digitali- zation to secure our competitiveness. The Chemicals segment comprises the classic chemicals business with basic chemicals and intermediates. The focus is on cost leadership in our value chains, efficient and reliable production and logistics processes as well as process innova- tion. The Performance Products segment concentrates on tailored solutions. These enable our customers to improve the application properties of their products or optimize production processes, for example. Close customer contact and meeting the demanding requirements of a wide range of industries are crucial to business success. The Functional Materials & Solutions segment bundles our businesses with innovative products as well as system solutions and services for specific sectors and customers. An in-depth understanding of applications, the development of innovations in close cooperation with customers and adapta- tion to different regional needs are key success factors. In the Agricultural Solutions segment, we help farmers to be successful in the complex world of modern agriculture. We offer them innovative solutions, including solutions based on digital technologies, combined with practical, pragmatic ex- pertise to optimize agricultural production and increase the profitability of their farms. Our comprehensive understanding of value chains and value creation networks as well as our global setup and market knowledge are key success factors. Pages 97 and 101-102 (goals, measures, results) Pages 93-94 (goals, measures, results) Page 27 (goals) SteeringⓇ рәбиәтечо 4.3% 0.1% (2016: 4.2%) (2016: 0.3%) Meets basic sustainability standards on the market Specific sustainability issues which are being actively addressed Significant sustainability concern identified and action plan in development BASF Report 2017 As well as measuring the impacts of our operations, our busi- ness activities are guided by sustainability considerations. For more information on this method and the results of Value to Society, see basf.com/en/value-to-society For more information on our sustainability instruments, see basf.com/en/measurement-methods and page 95 Transitioner Portfolio management based on sustainability performance A significant lever for the steering of our product portfolio, based on the sustainability performance of our products, is the Sustainable Solution SteeringⓇ method. - By the end of the 2017 business year, BASF had con- ducted sustainability assessments and ratings for 97.5% of its entire relevant portfolio¹ of more than 60,000 specific product applications which account for €58.4 billion in sales. We consider the products' application in various markets and industries. Because of increasing sustainability requirements on the market, we regularly conduct reassessments of existing product categories as well as of the relevant portfolio. 2020 Goal Increase proportion of sales generated by Accelerator products to 28% Accelerator products make a particular contribution to sustainability in the value chain. That is why we want to increase the proportion of sales from Accelerator products to 28% by 2020. Transitioners are products with specific sustainability challenges that are being actively tackled. We are developing plans of action for all products classified as challenged, even in the case of portfolio revisions and product reassessments. These action plans include research projects, reformulations or even replacing one product with an alternative product. At the end of 2017, action plans had been created for 100% of challenged products. We played a leading role in the development of a cross- industry framework for portfolio sustainability assessments published by the World Business Council for Sustainable Development (WBCSD) in November 2017, contributing our many years of expertise in the application of this method. For more information on Sustainable Solution SteeringⓇ, see basf.com/en/sustainable-solution-steering Nonfinancial statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) Sustainable Solution SteeringⓇ method to manage our product portfolio Sustainable Solution 68.3% (2016: 68.3%) Substantial sustainability contribution in the value chain ■ Implementation of grievance mechanisms at production sites evaluated BASF acknowledges its responsibility to respect human rights. In our own business activities, our aim is to prevent human rights abuses. As a participant in numerous global value chains, we are dependent on partners and demand that they likewise respect human rights and the associated standards. We offer to help our partners in their efforts to meet their human rights responsibilities. We integrate human rights criteria into our business activi- ties as standard: due diligence processes in investment, acquisition and divestiture projects, in product assessments along the product lifecycle, in supplier evaluation processes, in training for security personnel at our sites, as well as in sys- tems to monitor labor and social standards. Employees and third parties can report suspected or actu- al violations of laws or company guidelines to our compliance hotline. The hotline received 193 human rights-related com- plaints in 2017. All complaints received are reviewed and for- warded to the relevant departments for in-depth investigation. If justified, suitable measures are taken to address the issue. We also documented the implementation of our minimum standards on grievance mechanisms as part of the community advisory panels at all production sites worldwide in 2017. These are based on the U.N. Guiding Principles on Business and Human Rights. Building on this, in 2018 we aim to ensure the uniform application of these standards at sites with an established local grievance mechanism. BASF is part of the Global Business Initiative on Human Rights (GBI). This group of globally operating companies from various sectors aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. In 2017, we again consulted with representatives of civil society at an international and national level on an ongoing basis, which provided valuable input for our measures. For more information on our human rights position, see basf.com/humanrights and pages 47 and 135 For more information on labor and social standards, see page 47 onward For more information on our production standards, see page 98 onward For more information on standards in our supply chain, see page 93 onward For more information on compliance, see page 135 onward Measuring value added by sustainability and harnessing business opportunities Value to Society: method for assessing economic, environmental and social impact of business activities along the value chain We take advantage of business opportunities by offering our customers innovative products and solutions that contribute to sustainable development. We ensure that sustainability cri- teria are integrated into our business units' development and implementation of strategies, research projects and innovation processes. For example, we analyze sustainability-related market trends in customer industries to systematically exploit new business opportunities. We want to measure the value proposition of our actions along the entire value chain, aware that our business activities are connected to both positive and negative impacts on the environment and society. We strive to increase our positive contribution to society and minimize the negative effects of our business activities. In order to achieve this, we need to understand how our actions impact society and the environment. We already have many years of experience evaluating our products and pro- cesses using methods such as eco-efficiency analyses, the Sustainable Solution SteeringⓇ portfolio analysis, or BASF's corporate carbon footprint. Building on this, BASF has developed a method with external experts to perform a monetary assessment of the economic, ecological, and social impacts of its business activ- ities along the value chain - the Value to Society approach. It enables a direct comparison between financial and nonfinan- cial effects on society, along with how these interact. This transparency supports the integrated character of our actions, contributing to BASF's long-term success. The results of these assessments are helpful in our discussions with stake- holders, in internal progress measurements, and in decision- making processes. We contribute our approach and expertise to current debates on the monetary value of the economic, environ- mental and social impact of business decisions. We share our experience in networks and are involved in the corresponding standardization processes within the International Organiza- tion for Standardization (ISO). Among other initiatives, BASF has participated in the Coalition for Inclusive Capitalism's Embankment Project since 2017. In the project, leading global companies and investors are working on a common understanding of how companies can create value over the long term. The initiative aims to strengthen trust in business and in this way, generate long- term corporate value. 32 Management's Report Our strategy Integration of sustainability Sustainable Solution SteeringⓇ: How BASF's products contribute to sustainability 27.3% (2016: 27.2%). Accelerator elerator Performer In order to meet the new reporting requirements of the CSR Directive Implementation Act, we conducted an additional internal analysis based on the materiality criteria defined by the legislation in 2017. Findings of a systematic survey already conducted internally were used to analyze the effects of sustainability topics along the value chain on BASF's business. We were able to derive BASF's impact along the value chain on the nonfinancial matters defined by the legislation based on the results of the Value to Society method. The nonfinancial statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code is integrated into the Management's Report. Pages 97 and 99 (goals, measures, results) Pages 97 and 100 (goals, measures, results) Page 27 (goals) The NFS disclosures can be found in the relevant sections of the Management's Report and have been prepared in accordance with the new Global Reporting Initiative Standards ("Comprehensive" application option) and the reporting requirements of the U.N. Global Compact. The North American Center for Research on Advanced Materials (NORA) and the California Research Alliance (CARA) postdoctoral centers are located in the United States. In 2017, BASF extended the cooperation between NORA and its academic partners by another five years and celebrated the 10-year anniversary of the partnership with Harvard University. Focus areas include materials science, bioscience, catalysis research, digitalization and cooperation with start- ups. The CARA multidisciplinary collaboration has been work- ing on new functional materials and in the area of biosciences for three years now. It has established more than 25 research projects, which have resulted in many scientific discoveries and patent applications. In 2017, we announced that the collaboration between CARA researchers and BASF experts will continue for another five years. Occupational safety Suppliers Management of waste and contaminated sites Portfolio management Emissions to air Water Energy and climate protection Transportation and storage Emergency response and corporate security Product stewardship Process safety The BASF Group Competition for talent Topics Environmental matters Business model NFS disclosure Nonfinancial statement (NFS) disclosures in the relevant chapters of the integrated report An assurance report on the sustainability information in the BASF Report 2017 can be found online at basf.com/sustainability_information ☐ An assurance report on the substantive audit of the nonfinancial statement can be found online at basf.com/nfs-audit Both the NFS disclosures and our sustainability reporting based on the GRI standards have undergone an audit with limited assurance by our auditor.1 The table below indicates the sections and subsections in which the individual NFS disclosures can be found. Management's Report 33 Our strategy Integration of sustainability BASF Report 2017 1 Not included in the portfolio are primarily the sales reported under Other (see page 90 for more information on the composition of Other) or not allocated to the operating business (such as licences). Employee-related matters What we expect from our leaders Learning and development Health protection Concepts Page 20-22 Inclusion of diversity BASF Group new hires in 2017 Europe Additions to property, plant and equipment' by region in 2017 4 3 1 North America Europe 56% 2 North America 20% 3 Asia Pacific 18% 4 South America, Africa, Middle East 6% 1 Including capitalized exploration, restoration obligations and IT investments Asia Pacific Acquisitions We added €8 million worth of property, plant and equipment through several acquisitions in 2017. Additions to intangible assets including goodwill amounted to €235 million. For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 187 onward On September 18, 2017, we signed an agreement with Solvay on the acquisition of Solvay's global polyamide business. The aim is to close the transaction in the third quarter of 2018 after regulatory approvals have been obtained and the consent of a joint venture partner has been received. The acquisition would complement our engineering plastics portfolio and expand our position as a solutions provider for the transportation, con- struction and consumer goods industries as well as for other industrial applications. We plan to integrate the global polyamide business into the Performance Materials and Monomers divi- sions. The purchase price excluding adjustments is €1.6 billion. On October 13, 2017, we signed an agreement with Bayer AG, Leverkusen, Germany, on the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses. The agreement covers Bayer's global glufosinate-ammonium non-selective herbicide business, commercialized under the Liberty®, BastaⓇ and Finale® brands, as well as its seed businesses for key row crops in selected markets. The acquisition also covers Bayer's trait research and breeding capabilities for these crops. Closing is expected in the first half of 2018, subject to Bayer's acquisition of Monsanto and approval by the relevant authorities. The purchase price amounts to €5.9 billion, subject to certain adjustments at closing. Our aim is to position BASF as an attractive employer and recruit qualified talent in the global competition for the best skilled employees and leaders. To this end, we are constantly working on measures to increase BASF's appeal in the global labor markets and to help create a compelling total offer pack- age for employees. We are increasingly using digital platforms such as our country-specific career websites as well as global and regional social networks to reach potential candidates. This enables us to address specific target groups. For instance, we increased awareness of BASF among digital specialists in particular with a global campaign on various social media. In Brazil, we used Snapchat a special instant messenger to send images and other media - for the first time in 2017 to directly address candidates for the trainee program and give them a better understanding of the company. In Germany, we held the first BASF hackathon. Around 50 university students solved a specific problem from our divisions within 24 hours and presented their solutions to a panel of BASF experts. In North America, the Diverse Leaders program was initiated to attract talented leadership candidates with an MBA from differ- ent backgrounds. We once again achieved high scores in a number of employer rankings in 2017. For example, in a study conducted by Universum, BASF was again selected by engi- neering and IT students as one of the 50 most attractive employers in the world. In North America, BASF was rated one of the top 50 employers on the employer rating website glass- door.com. In Asia, Top Employer recognized BASF China as one of the best employers for the seventh time in succession. €4,020 million Focus on social media and online marketing 28.1% ■ 115,490 Employees around the world Life-long learning On center stage BASF Report 2017 3,103 Apprentices¹ in around 50 occupations Our employees are key to implementing the "We create chemistry" strategy. We want to attract and retain talented people for our company and support them in their development. To do so, we cultivate a working environ- ment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. Strategy - Best Team Strategy focuses on excellent people, workplace and leaders The Best Team Strategy is derived from our corporate strategy and plays a key role in achieving our goals. We want to form the best team. To achieve this, we focus on three strategic directions: excellent people, excellent place to work and excellent leaders. Emphasis is placed on our attractiveness in worldwide labor markets, personal and professional develop- ment, lifelong learning, and supporting and developing our leaders. We are committed to complying with internationally recognized labor and social standards worldwide. In addition, BASF reacts early to external trends and challenges such as the advance of globalization and the increasingly rapidly changing environment, especially as this relates to the digitali- zation of work. The Best Team Strategy also addresses the balance needed between the inherently local nature of human resources issues and regional or global requirements (concept, structure, process) for the human resources topics that are of overriding importance for BASF. Number of employees At the end of 2017, BASF had 115,490 employees (2016: 113,830); of these, 3,103 were apprentices (2016: 3,120). The higher headcount was primarily due to the acquisitions of Grupo Thermotek, Monterrey, Mexico, Rolic AG, Allschwil, Switzerland, and the western European building material business for professional users from the Henkel group. BASF Group employees by region (Total: 115,490, thereof 24.6% women, as of December 31, 2017) North America 18,295 15.8% HOO! 24.6% 75.4% Working at BASF South America, Working at BASF 42 Management's Report Positioning as an attractive employer Competition for talent Management's Report 43 Working at BASF BASF Report 2017 1 At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. 4% 23.9% 71.9% 74.1% 18,256 15.8% Asia Pacific 25.9% 10! Germany: 54,020 (46.8%) 23.7% women and 76.3% men BASF SE: 34,923 (30.2%) 21.5% women and 78.5% men 76.1% OL 71,653 62.1% Europe 7,286 6.3% For more information on agreed transactions, see the Notes to the Consolidated Financial Statements from page 189 onward 1 Intended transactions On December 7, 2017, we signed a letter of intent with the LetterOne group on the merger of our respective oil and gas businesses including BASF's gas transportation business in a joint venture, which would operate under the name Winters- hall DEA. The merger is designed to optimize the portfolio footprint of the combined business and exploit synergies. Wintershall DEA would have significant growth potential and be one of the largest independent European exploration and production companies. BASF shall initially hold 67% and LetterOne 33% of the shares in Wintershall DEA.2 Following the closing of the transaction, we expect to account for our interest in the joint venture using the equity method in the Consolidated Financial Statements. In the medium term, BASF and LetterOne aim to list Wintershall DEA on the stock mar- kets by way of an initial public offering. The definitive transac- tion agreements are to be negotiated over the coming months. There is no assurance that we will reach an agree- ment with LetterOne and that the intended transaction will be consummated. For more information, see page 86 onward 2 BASF's gas transportation business is not included in this shareholding ratio. As of closing, Wintershall DEA would issue a mandatory convertible bond to BASF reflecting the value of BASF's gas transportation business. Africa, Middle East ■ Trends in the chemical industry 24% 700 800 900 1,000 1,100 $/t Price trends for crude oil (Brent blend) and naphtha ($/barrel, $/metric ton) Figures that refer to previous years may deviate from last year's report due to statistical revisions. 600 (0.8%) 2017 0.5% South America 2016 1.7% 2017 7.2% Japan 2016 5.8% 2016 0.4% 2017 2.9% 2016 1.0% 2017 3.8% Emerging markets of Asia 2016 United States 500 300 South America, Africa, Middle East © 2017: $54/bbl 2016: $44bbl © 2017: $485/t 2016: $385/t 2013 50 Crude oil Naphtha 60 70 400 80 100 110 120 130 $/bbl 2012 100 200 90 2017 3.8% European Union 2016 3.4% Management's Report 41 Investments, acquisitions and divestitures 1 2 Divestitures On September 29, 2017, we transferred our leather chemicals business to the Stahl group. In return, we received a minority share in the Stahl group as well as a payment. Furthermore, in the medium to long term, we will supply the Stahl group with significant volumes of leather chemicals from remaining plants. For more information on divestitures, see the Notes to the Consolidated Financial Statements from page 188 onward 6 Chemicals 28% 123456 5 18% Functional Materials & Solutions 22% €4,020 million Agricultural Solutions 4% 4 Oil & Gas Performance Products Additions to property, plant and equipment' by segment in 2017 BASF Report 2017 1.7% 2017 3.5% The average price of gas in the United States was $2.97 per mmBtu, above the level of the previous year ($2.49 per mmBtu). In Europe, the average price of gas on the spot market was significantly higher than in 2016, at $5.71 per mmBtu (2016: $4.62 per mmBtu).2 Gas prices in China aver- aged around $6.24 per mmBtu nationally (2016: $6.54 per mmBtu), while the average price in the coastal regions was $7.43 per mmBtu (2016: $7.72 per mmBtu). The average monthly price for the chemical raw material naphtha ranged over the course of 2017 between $401 per metric ton in June and $576 per metric ton in December. At $485 per metric ton, the annualized average price of naphtha in 2017 was higher than in 2016 ($385 per metric ton). Averaging around $54 per barrel in 2017, the price of Brent blend crude oil rose by about 23% compared with the previ- ous year ($44 per barrel). The average monthly oil price fluctu- ated over the course of the year between $47 per barrel in June and $64 per barrel in December. Year-on-year increase in gas prices, but with wide regional variance Higher prices for crude oil and naphtha Important raw material price developments World (Real change compared with previous year¹) Chemical production (excluding pharmaceuticals) The global chemical industry (excluding pharmaceuticals) grew by 3.5%, roughly on a level with our expectations at the beginning of 2017 (+3.4%) as well as the 2016 level (+3.4%). Chemical production in the E.U. expanded at a much faster rate as a result of growing demand from local customer indus- tries and higher exports (2017: +3.8%; 2016: +0.4%). By contrast, the chemical industry in Asia saw lower growth (2017: +4.1%; 2016: +5.2%). Unusually strong growth in Japan, primarily from higher exports to China, was unable to completely offset the decline of growth in China. In North America, chemical production was negatively impacted by Hurricane Harvey, which led to significant production outages in the United States in the third quarter. Chemical production in the United States nevertheless rose by 2.9%. ■ Global growth in line with expectations BASF Report 2017 Economic environment The BASF Group business year 50 Management's Report 1 Figures that refer to previous years may deviate from last year's report due to statistical revisions. Agriculture Electronics Other (infrastructure, R&D) Total 2016 3,987 BASF Report 2017 3.1% Growth in global gross domestic product 3.3% Growth in global industrial production 3.5% Growth in the global chemical industry Global economic expansion in 2017 was stronger than we expected at the beginning of 2017. Both the advanced economies and the emerging markets posted significantly higher growth compared with the previous year. The economy gained momentum in almost all European Union (E.U.) countries. In China, economic growth was slightly stronger than in the previous year on the back of govern- ment investment incentives. This benefited the neighbor- ing Asian countries in particular. China's robust economy also had a positive impact on raw materials exporters worldwide, enabling Russia and Brazil to shake off reces- sion, for example. Overall, global gross domestic product (GDP) grew by 3.1%, significantly faster than in 2016 (+2.4%). The average price for a barrel of Brent blend crude oil rose to $54 per barrel (2016: $44 per barrel). For the outlook on the economic environment in 2018, see page 119 onward Gross domestic product (Real change compared with previous year¹) World European Union 2017 3.1% 2016 2.4% 2017 2.5% 2016 1.9% United States 2017 2.3% 2016 1.5% Emerging markets of Asia 2017 6.3% 2016 6.1% 2017 1.6% 2016 0.9% South America 2017 0.8% 2016 (2.9%) The BASF Group business year Economic environment Japan The BASF Group business year - Economic environment The guideline provides concrete interpretations for the topics outlined in the global Code of Conduct under "Human Rights and International Labor Standards." 12.4 10,165 4.4 For more information, see the Notes to the Consolidated Financial Statements from page 200 onward BASF Report 2017 Management's Report 47 Working at BASF Global Employee Survey The BASF Group's Global Employee Survey is an important feedback tool and is used to actively involve employees in shaping their working environment. We have conducted the Global Employee Survey on a regular basis since 2008; the next one is scheduled for 2018. The results of the 2015 survey were presented to the Board of Executive Directors and the Supervisory Board. Employees and leaders in all regions then discussed the results and identified the necessary improve- ment measures. These related to topics such as supporting employees in their professional development, intensifying feedback, or supporting leaders and their teams in driving change and innovation. Dialog with employee representatives Trust-based cooperation with employee representatives is an important component of our corporate culture. Our open and ongoing dialog lays the foundation for balancing the interests of the company and its employees, even in challenging situa- tions. If restructuring leads to staff downsizing, for example, we involve employee representatives to develop socially responsible implementation measures at an early stage. This is done in accordance with the respective legal regulations and the agreements reached. It is important to us that this dialog is based on the specific operational situation. For example, in 2017 we developed a qualification concept and derived quali- fication measures from this together with the employee repre- sentatives at the Ludwigshafen site to familiarize employees with new digital working practices in production and support the introduction of applications for mobile devices. By focusing our discussions on the local and regional situations, we aim to find tailored solutions to the different challenges and legal considerations for each site. The BASF Europa Betriebsrat (European Works Council) addresses cross-border matters in Europe. The Diálogo Social has established a platform for dialog in South America. For more information, see basf.com/employeerepresentation Global labor and social standards ■ ■ Alignment with U.N. Guiding Principles on Business and Human Rights Adjusted management process for monitoring adherence to labor and social standards As an integral part of society, we act responsibly toward our employees. Part of this is our voluntary commitment to respecting international labor and social standards, which we have embedded in our global Code of Conduct. This encom- passes internationally recognized labor norms as stipulated in the United Nations' Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Orga- nization (ILO). BASF is committed to upholding these stan- dards worldwide. We mainly approach our adherence to inter- national labor and social standards using three elements: the Compliance Program (including external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations) and the global management process for the respect of international labor norms. We completed the restructuring of our management pro- cess in 2017. A Group-wide guideline now sets out a BASF standard for compliance with international labor and social standards. A compliance risk management process monitors its implementation. We completed a risk-based assessment of all the countries in which BASF operates by the end of 2017. In countries where the guideline cannot be readily implement- ed because of national laws, rules or practices, we will evaluate to what extent meaningful adaptations can be made within the scope of local requirements. A centralized due diligence system is used to regularly assess and document this information, as well as the set targets and measures to implement the guide- line. Starting in 2018, the degree of compliance with the guideline in BASF Group companies will be reviewed using internal control processes such as compliance audits. For more information on labor and social standards, see basf.com/labor_social_standards For more information on global standards, see page 24 For more information on our sustainability-related risk management, see page 29 For more information on compliance, see page 135 onward 48 Management's Report 627 1 Figures that refer to previous years may deviate from last year's report due to statistical revisions. After moderate growth in the previous year, the global economy improved steadily in 2017. This trend was supported by monetary and fiscal policy framework conditions. Interest rates remained at a very low level in Europe and Japan. In the United States, the Federal Reserve's policy rate hikes only led to a moderate increase in long-term interest rates. Global prices for industrial and energy raw materials rose moderately, which helped to stabilize the economic situation in the exporting countries. At the same time, the price level remained low enough so as not to dampen economic development in the importing countries. Consumer and investor sentiment contin- ued to brighten against this backdrop. Energy and 2017 1.6% resources 2016 0.2% 2017 2.9% 2016 3.1% Consumer goods 2017 3.1% 2.3% 2017 7.9% 2016 4.5% Health and nutrition 2017 4.1% 2016 3.6% 2017 40 2.7% Trends in the global economy in 2017 2016 2017 Economic trends by region ■ Stronger economic growth in the E.U. ■ Economy firms in the United States Stable growth in Asia Slight recovery in South America In the E.U., GDP growth rose from 1.9% in 2016 to 2.5% in 2017. The upturn extended to almost all E.U. countries and was supported by higher consumption and growing invest- ment. Driven by the more stable global economy, export activ- ities also provided positive momentum. Germany's economy saw comparatively strong growth, at 2.5%. Growth rates in France (+1.9%) and Italy (+1.5%) also exceeded the previous years' averages. The independence conflict in Catalonia has had little impact on the Spanish economy (+3.1%) so far. Growth in the United Kingdom (+1.8%) remained on a level with the previous year amid uncertainty about the further course of Brexit negotiations and rising inflation. The central and eastern E.U. countries recorded dynamic growth of 4.5% thanks to the upturn at trading partners in western Europe and the higher absorption of E.U. funds. Russia's GDP rose by 1.7% after a slight decline in the previous year, primarily due to the recovery in the price of oil and the stabilization of the ruble. BASF Report 2017 Management's Report 49 The BASF Group business year - Economic environment In the United States, growth remained modest at the begin- ning of 2017 but stabilized over the course of the year. This was mainly attributable to strong private consumption on the back of the solid labor market situation. Higher levels of invest- ment also contributed to the positive economic trend. The hurricanes in Texas and Florida in the fall did not dampen growth significantly. Overall, the U.S. economy expanded by 2.3% in 2017, considerably faster than in 2016 (+1.5%). At 6.3%, growth in the emerging markets of Asia was slightly higher than in the previous year (+6.1%). In China, government investment incentives compensated for a slow- down. The Chinese economy grew by 6.9% overall, slightly faster than in 2016 (+6.7%). In 2017, this was primarily driven by the electronics industry, while the automotive industry saw much slower growth than in the previous year. The robust upward trend in the Chinese construction industry weakened only slightly. Against this background, GDP in the remaining emerging markets of Asia rose by 5.5% (2016: +5.3%). Japan saw much stronger growth than in the previous year, at 1.6% (2016: +0.9%). The weaker yen and the recovery of the global economy stimulated demand for Japanese exports. Private consumption was buoyed by the strong labor market and a declining savings rate. South America overcame the severe recession of the previous year, with GDP rising by 0.8% (2016: -2.9%). In Argentina, the economy picked up significantly as a result of economic reforms and grew by 2.8% (2016: -2.2%). The Brazilian economy also expanded, with growth of 1.0% (2016: -3.6%) on the back of higher agricultural exports and an increase in industrial production. With the exception of Vene- zuela, where the economy again contracted significantly, aver- age growth in the other countries in the region was on a level with the previous year. Trends in key customer industries ■ Growth in global industrial production significantly higher than in 2016 ■ Mixed trends in key customer sectors Global industrial production grew by 3.3% in 2017, significant- ly faster than in the previous year (+2.1%). Growth in the advanced economies accelerated particularly strongly (2017: +2.6%; 2016: +0.8%) and the emerging markets also posted a slight increase (2017: +4.0%; 2016: +3.5%). The uptick in growth was especially pronounced in the E.U. (2017: +3.3%; 2016: +1.4%) and Japan (2017: +3.9%; 2016: +0.3%). North America saw noticeable growth based on the low prior-year level (2017: +1.6%; 2016: +0.3%). In the emerging markets of Asia, growth in industrial production was down slightly on the previous year, at 5.5% (2016: +5.8%). Industry growth remained stable in China but cooled some- what in the other countries. At 0.2%, industrial production in South America returned to slow growth (2016: -4.6%). The chemical industry's key customer sectors saw very mixed trends: Global automotive production only grew by 2.5% in 2017, considerably less than in the previous year (+4.8%). Growth declined in both China and western Europe; automo- tive production contracted in the United States. By contrast, the industry experienced an upturn in Japan. Compared with the low prior-year level, production increased significantly in Brazil and Russia. At 2.9%, growth in the construction indus- try was down only slightly compared with the previous year (+3.1%). The E.U. saw a strong increase in construction activ- ity. Growth in the United States again slowed considerably. Housing construction expanded strongly, while construction of other structures declined slightly. There was a significant decline in infrastructure investment. In Asia, growth in the construction industry was slightly slower but remained at a high level. After weather-related weaknesses in the previous year, agricultural output again rose by around 3.1%. Starting from a low base, South America in particular saw a recovery (2017: +8.8%; 2016: -3.4%). Growth in key customer industries (Real change compared with previous year¹) Construction Industry total 2017 3.3% 2016 2.1% Transportation 2.6% 705 10,610 Thereof for pension benefits Total personnel expenses 7.2 We offer our leaders learning and development opportuni- ties for all phases of their career, as well as various formats that enable them to share knowledge and learn from one another. Global, regional and local offerings are coordinated. For instance, the European Emerging Leader program pre- pares leadership candidates from all over Europe for a leader- ship role. The global New Leader Program is a basic qualifica- tion to get new leaders off to a good start in their new, more responsible role. The modular structure of the program means that it can be adapted to regional needs. One example of the development of experienced leaders is a program developed in North America where experienced leaders from BASF are brought together with leaders from other companies. This broadens participants' perspectives, promotes dialog and builds networks beyond company borders. Regular feedback plays an important role in the develop- ment of leaders. One tool is Global Leadership Feedback, where leaders receive feedback from their employees, manag- ers, colleagues and customers on their conduct. Leadership responsibility in the BASF Group Professionals¹ (Senior) executives² December 31, 2017 37,642 9,388 Thereof women % 29.7 1 Specialists without disciplinary leadership responsibilities 2 Employees with disciplinary leadership responsibilities 20.5 Learning and development ■ Life-long learning concept ■ Focus on virtual learning and digitalization Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting suc- cess. For this reason, we want to further modernize our learn- ing culture and step up our efforts to promote lifelong, self- directed learning as part of the Best Team Strategy. This learning culture is based on systematic employee development. In our understanding, there is more to develop- ment than a promotion or a job change - it encompasses all forms of further development of personal experience and abilities. We have derived specific day-to-day behavioral stan- dards from our corporate strategy and integrated these into our global Competency Model. In regular development meet- ings, which are held as part of our annual employee dialogs, employees outline prospects for their individual development together with their leaders and determine specific measures for further training and development, which focus on personal and professional competencies. We have now implemented our employee development concept worldwide using a struc- tured process and appropriate tools and have introduced personal development meetings for all employees. Our learning activities follow the "70-20-10" philosophy: We apply the elements “learning from experience" (70%), "learning from others” (20%) and “learning through courses and media" (10%). Our learning and development offerings cover a range of learning goals: starting a career, expanding knowledge, personal growth and leadership development. Virtual learning is playing an increasingly important role here. In Asia, a Virtual Week was held for the first time in 2017, where over 1,100 employees from 15 countries virtually discussed topics such digitalization, sustainability and change manage- ment. In addition, more and more of our academies in the divisions and functional units, which teach specific profession- al content, offer virtual training. One example of a successful development measure in the area of virtual learning is Virtual Presence, in which employees learn how to communicate effectively in virtual meetings in an increasingly digital world. Initially offered to leaders, this training will be available to all employees starting in 2018. In North America, we expanded our learning offering with a flexible and efficient new learning platform that offers compact modules for all employees. BASF Report 2017 Management's Report Working at BASF Inclusion of diversity Promoting diversity is part of our company culture The strong global character of our markets translates into dif- ferent customer requirements - and we want to reflect this diversity in our workforce, too. For us, diversity is first and foremost about bringing together employees with different backgrounds who can draw on different perspectives to grow our business. At the same time, we want to better understand our customers' expectations. Diversity also boosts our teams' performance and power of innovation, and increases creativi- ty, motivation and identification with the company. Promoting diversity is an integral part of our corporate culture and as such, it is also anchored in the global Competency Model as one of the behaviors expected of employees and leaders. This is how we promote the appreciation and inclusion of diversity. Leaders play an important role in its implementation. We sup- port them by integrating topics such as inclusive leadership into our leadership development courses. Special seminars are held to sensitize leaders to the issue of unconscious bias. The aim is to help leaders remain as objective as possible when making personnel decisions, for example, to avoid unconscious biases in favor of or against candidates with certain characteristics or views. 2021 Goal Proportion of women in leadership positions with disciplinary responsibility 22-24% Since 2015, BASF has set itself global quantitative goals for increasing the percentage of women in leadership positions. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 20.5% at the end of 2017 (2016: 19.8%). We aim to increase this ratio to 22-24% worldwide by 2021, so that the proportion of women in leadership positions reflects that of women in the global company workforce. Con- sidering the relatively low rate of turnover in the BASF Group's leadership team, this is an ambitious goal that we want to achieve through various measures. One example is the KarrierePlus program, which supports leaders and future leaders with young children in their professional development with mentoring, networking events and training. The mentors gain insights into successful models for flexible work and leadership. BASF has been a member of the Chefsache initia- tive since 2016, a network of leaders from industry, academia, the public sector and media. The initiative aims to initiate social change such as increasing the percentage of women in lead- ership positions in Germany. Furthermore, BASF wants to continue increasing the percentage of senior executives¹ that Our leaders and their teams should make a sustainable contri- bution to BASF's success and to safeguarding its future. We expect our leaders to serve as role models by developing and implementing business strategies in line with our corporate values. They should also have a positive impact on shaping day-to-day business, motivating employees and fostering their development. These expectations are part of the standard global nomination criteria for leadership candidates. Our lead- ership culture is founded on BASF's strategic principles and values, which are set out in specific behavioral standards in the global Competency Model, as well as our global Code of Conduct. come from countries other than Germany. This figure was at 38.9% at the end of 2017 (2016: 36.4%). Moreover, we intend to maintain the proportion of senior executives with interna- tional experience at over 80%. We exceeded this figure again in 2017, reaching 84.6%. With these goals, we continue to drive our globally integrated approach to promoting diversity and leadership development. Multifaceted offers for leadership development - Leaders as role models 2,002 2,141 786 8,916 Thereof women % 29.3 30.1 24.9 38.8 29.3 The BASF Group hired 8,916 new employees in 2017. The average percentage of employees who resigned during their first three years of employment was 1.3% worldwide in 2017. This turnover rate was 0.7% in Europe, 1.9% in North America, 3.0% in Asia Pacific and 2.1% in South America, Africa, Middle East. Our early turnover rate is therefore at a desirable low level. Vocational training - 3,103 apprentices in around 50 occupations worldwide ■ Around €106 million spent on vocational training Our vocational training plays a key role in securing qualified employees at our largest site in Ludwigshafen, Germany, as well as at many other Group companies. We give school students in the career orientation phase insights into different training paths with target group-specific measures such as the Wunschberuf im Praxistest ("Test Drive Your Dream Job") day, which is held several times a year. Digitalization is also changing vocational training at BASF. Course content is adapted to include new Industry 4.0 topics such as modules on data management or automation, and modern communication technologies make new learning methods possible. Young people train for their future profes- sion in modern workshops and laboratories, where they use digital technologies from the start. In 2017, 831 apprentices started their vocational training at BASF SE and at German Group companies, filling almost all available vocational program slots in Germany. As of December 31, 2017, the BASF Group was training 3,103 people in 15 countries and around 50 occupations. We spent a total of around €106 million on vocational training in 2017. BASF Group employees by contract type (total: 115,490) Permanent staff Apprentices Temporary staff December 31, 2017 109,837 Thereof women % 24.1 3,103 2,550 24.3 43.9 We also foster social integration, particularly of young low achievers and refugees. Examples of this include the Start in den Beruf, Anlauf zur Ausbildung and Start Integration programs in the Rhine-Neckar metropolitan region. In 2017, 284 young people in the BASF Training Verbund participated in these programs in cooperation with partner companies. The goal of these programs is to prepare participants for a subse- quent apprenticeship within one year, and ultimately secure the long-term supply of qualified employees in the region. Since being launched at the end of 2015, BASF's Start Integration program has supported 250 refugees with a high probability of being granted the right to remain in Germany, helping to integrate them into the labor market. We spent around €6 million on the BASF Training Verbund in 2017 as part of our social commitment. For more information, see basf.com/apprenticeship 44 Management's Report Working at BASF BASF Report 2017 What we expect from our leaders ■ For more information, see basf.com/diversity For more information on diversity in the Board of Executive Directors and the Supervisory Board, see page 131 onward Managing demographic change Balancing personal and professional life Wide range of offerings for different phases of life Our identity as an employer includes our belief in supporting our employees worldwide in balancing their personal and professional lives. We lay the foundation with a wide range of offerings to help our employees meet their individual needs and overcome challenges in different phases of life. We want to strengthen their identification with the company and bolster our position as an attractive employer in the competition for qualified personnel. Our offering includes flexible working hours, part-time employment and mobile working. Regional initiatives specifically address the needs of our employees at a local level. In the United States, a new family-friendly leave program was introduced in 2017 that enables employees to concentrate solely or primarily on their families for a certain period of time in important life-changing situations. Our Work- Life Management employee center in Ludwigshafen (LuMit) offers a number of services under one roof: childcare, fitness and health, social counseling and coaching as well as other programs to help employees balance professional and per- sonal life. We also provide social counseling at the Münster and Schwarzheide sites in Germany as well as in Asia, South Africa and North America to help employees overcome difficult life situations and maintain their employability. Compensation and benefits Compensation based on employee's position and individual performance as well as company's success We want to attract committed and qualified employees, retain them and motivate them to achieve top performance with an attractive package including market-oriented compensation, individual development opportunities and a good working envi- ronment. Our employees' compensation is based on market-, position- and performance-related global compensation princi- ples. By linking compensation to both company and individual performance, employees can participate in the company's success and be rewarded for their individual performance. As a rule, compensation comprises fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these include company pension benefits, supplementary health insurance and share programs. We reg- ularly review our compensation systems at local and regional levels. Employees participate in the company's success Return on assets determines variable compensation We want our employees to contribute to the company's long- term success. This is why the compensation granted to vast majority of our employees includes variable compensation components, with which they participate in the success of the BASF Group as a whole and are recognized for their individual performance. The same principles basically apply for all employees worldwide. The amount of the variable component is determined by the company's economic success (measured by the return on assets¹ of the BASF Group) as well as the employee's individual performance. Individual performance is assessed as part of a globally consistent performance management process. In numerous BASF Group companies, employees are offered the chance to purchase shares. Our plus share program ensures employees' longterm participation in the company's success through incentive shares: A portion of the variable compensation can be invested in BASF shares in order to profit from BASF's long-term development. In 2017, for example, 23,700 employees worldwide (2016: approx- imately 24,000) participated in the plus share program. BASF offers senior executives the opportunity to partici- pate in a share price-based compensation program. This longterm incentive (LTI) program ties a portion of their annual variable compensation to the longterm performance of BASF shares by making an individual investment in the company's stock. In 2017, 92% of the approximately 1,200 people eligible to participate in the LTI program worldwide did so, investing up to 30% of their variable compensation in BASF shares. For more information, see the Notes to the Consolidated Financial Statements from page 231 onward a Personnel expenses In 2017, the BASF Group spent €10,610 million on wages and salaries, social security contributions and expenses for pen- sions and assistance (2016: €10,165 million). Personnel expenses thus rose by 4.4%. As well as wage and salary increases, this was primarily attributable to a higher average headcount following the acquisition of Chemetall. The partial release of provisions for the long-term incentive program and currency effects had an offsetting effect. BASF Group personnel expenses (million €) 2017 2016 Change in % 8,471 8,170 3.7 To calculate variable compensation, return on assets is adjusted for special effects. Wages and salaries Social security contributions and expenses for pensions and assistance 2,139 1,995 BASF Report 2017 Working at BASF 46 Management's Report 45 Leadership duties include "leadership in times of demographic change" - Our aim is to create a suitable framework to help maintain the employability of our personnel at all stages of life and ensure the availability of qualified employees - particularly in a techno- logical environment over the long term. We are working intensively on future trends like new technologies and digitali- zation (Industry 4.0). We see digitalization as an opportunity to meet the challenges of demographic change. The demographic situation within the BASF Group varies widely by region. The ever-increasing delay of retirement and the aging employee population are relevant issues, particularly in Germany and North America. We address these different challenges with various measures to manage demographic change such as health and exercise programs, flexible work- ing arrangements, age-appropriate workplaces and knowl- edge management. Demographic analyses for our sites, for individual plants and specific job profiles make each demo- graphic situation transparent for the responsible leaders. For plants and profiles with a particularly critical age structure, we immediately derive specific measures such as direct knowl- edge transfer programs or succession planning. Given the special role that our leaders assume, the topic "leadership in times of demographic change" forms a part of many of our leadership programs. For more information on health protection, see page 100 a BASF Group employee age structure (Total: 115,490, thereof 24.6% women, as of December 31, 2017) Men Women 38.412 30.0% 76.7% December 31, 2017 47,478 21,449 +tr 70.0% 8,151 27.7% 72.3% Up to and including 25 years Between 26 and 39 years Between 40 and 54 years 83.4% 16.6% 55 years and up 1 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. 23.3% 30 2016 2015 2016 2017 2 In contrast to prior-year reports, we refer here to the prices quoted by the Title Transfer Facility (TTF) in the Netherlands. The TTF is the trading point with the largest trading volume for natural gas in Europe. The previously referenced average of several spot market prices in 2017 was $5.76 per mmBtu (2016: $4.58 per mmBtu). 2014 3.1% EBITDA before special items rose by €2,200 million year- on-year to €12,527 million in 2017. At €12,724 million, EBITDA exceeded the prior-year figure by €2,198 million. Return on assets (million €) 2017 Income before taxes and minority interests + Interest expenses 2016 5,395 661 560 Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are indicators that describe operational performance independent of age-related amortization and depreciation of assets and extraordinary valuation allowances (impairments or reversals of impairments). Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items is also highly useful in making comparisons over time. Income before taxes and minority interests and interest expenses 7,800 4,440 277 197 8,360 4,637 6,192 1,300 1,971 - Adjusted income taxes¹ 10,526 12,724 EBITDA 5,937 5,915 Total assets as of January 1 Average assets employed 8,163 Sales 2017 forecast Performance Products Chemicals The BASF Group business year - Results of operations Management's Report 55 Forecast/actual comparison¹ BASF Report 2017 1 Income taxes in 2017 were also adjusted for the effects of the tax reform in the United States. Of this figure, €379 million related to deferred tax income and €27 million to current tax expenses. We calculate return on assets as income before taxes and minority interests, plus interest expenses, as a percentage of average assets employed. This indicator reflects the return independently of capital structure. 8.2 10.8 Total assets as of December 31 % For information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 194 In 2017, adjusted earnings per share amounted to €6.44 compared with €4.83 in the previous year. Compared with earnings per share, this figure has been adjusted for special items as well as amortization of and valuation allowances (impairments and reversals of impair- ments) on intangible assets. Amortization of intangible assets primarily results from the purchase price allocation following acquisitions and is therefore of a temporary nature. The effects of these adjustments on income taxes and on minority interests are also eliminated. This makes adjusted earnings per share a suitable measure for making comparisons over time and predicting future profitability. 918,479 4.83 6.44 € 918,479 in thousands Weighted average number of outstanding shares Adjusted earnings per share - Adjusted minority interests Adjusted net income Adjusted income before minority interests 6,056 76,496 70,836 78,768 76,496 77,632 73,666 Return on assets and minority interests plant and equipment 4,202 plant and equipment before special items Adjusted earnings per share (million €) allowances on intangible assets and property, + Amortization, depreciation and valuation The return on assets was 10.8%, compared with 8.2% in the previous year. The considerable increase in income before taxes and minority interests with a simultaneous decrease in interest expenses more than offset the rise in average assets employed. 6,309 8,328 (34) 194 2016 6,275 2017 8,522 4,199 EBIT before special items EBIT EBITDA before special items (million €) BASF Report 2017 The BASF Group business year - Results of operations 54 Management's Report Aside from EBIT, EBIT before special items and EBIT after cost of capital - key performance indicators drawn upon to steer the BASF Group - we also provide additional performance indicators in this report that are not defined by IFRS. They should not be viewed in isolation, but treated as supplementary information. Adjusted earnings per share increase from €4.83 to €6.44 EBITDA before special items and EBITDA considerably higher Additional indicators for results of operations 1,768 2013 - Special items 4,018 EBITDA before special items 12,527 Adjusted income before taxes 52 59 intangible assets contained in special items + Amortization, depreciation and valuation allowances on intangible assets and property, - Amortization and valuation allowances on 6,275 8,522 EBIT 560 616 + Amortization and valuation allowances on intangible assets 2016 2017 (34) 194 - Special items EBITDA (million €) 5,395 7,800 minority interests Income before taxes and 2016 2017 10,327 4,251 considerable increase slight increase Oil & Gas Functional Materials & Solutions Agricultural Solutions 4,647 6.1 Other financial assets 606 0.8 605 0.8 Deferred tax assets 2,118 2.7 2,513 6.0 3.3 1,332 1.7 1,210 1.6 Noncurrent assets 47,623 60.5 50,550 66.1 Inventories 10,303 Other receivables and miscellaneous assets 4,715 Investments accounted for using the equity method 34.5 Sales in the Functional Materials & Solutions segment rose considerably, as predicted. EBIT before special items did not increase slightly as expected, but declined considerably despite sales growth. The decrease was due to lower margins and higher fixed costs. We had forecast considerable growth for sales in the Agricultural Solutions segment. However, sales only rose slightly as the higher volumes were partially offset by price declines, particularly in South America, and negative currency effects. The lower average margin and the difficult market environment in Brazil had a stronger impact on earnings devel- opment than anticipated. Our earnings were also reduced by the shutdowns of our production facilities in Beaumont, Texas, and Manatí, Puerto Rico, because of the hurricanes. As a result, EBIT before special items did not increase slightly, but declined slightly. In the Oil & Gas segment, sales and EBIT before special items rose considerably as expected. Both sales and EBIT before special items rose considerably in Other and thus corresponded to our forecast. In 2017, we invested a total of €3.7 billion in capital expen- ditures, less than the anticipated level of around €3.9 billion. Investments in the Chemicals and Oil & Gas segments in particular were below the values considered in our planning. For information on our expectations for 2018, see page 122 onward 3 We most recently revised our forecast in October 2017 to a significant increase in EBIT before special items, EBIT and EBIT after cost of capital. 4 Excluding additions to property, plant and equipment resulting from acquisitions, capitalized exploration, restoration obligations and IT investments 56 Management's Report The BASF Group business year - Net assets Net assets Assets BASF Report 2017 December 31, 2017 Million € December 31, 2016 % Million € % Intangible assets 13,594 17.3 15,162 19.8 Property, plant and equipment 25,258 32.0 26,413 10,005 13.1 Accounts receivable, trade 11,190 Decline in noncurrent assets mainly due to currency effects Total assets amounted to €78,768 million, up €2,272 million on the prior-year figure. Noncurrent assets decreased by €2,927 million to €47,623 million, mostly as a result of currency effects. The value of intangible assets declined by €1,568 million to €13,594 million. Additions amounted to €336 million, €97 mil- lion of which was goodwill. Currency effects reduced intangible assets by €1,071 million, amortization¹ by €616 million and disposals by €43 million. The value of property, plant and equipment declined by €1,155 million to €25,258 million. Additions amounted to €4,028 million, €4,020 million of which was attributable to investments. Depreciation¹ reduced property, plant and equip- ment by €3,586 million, currency effects by €1,663 million and disposals by €118 million. Investments accounted for using the equity method rose by €68 million to €4,715 million. This was primarily due to the acquisition of a €184 million minority interest in the Stahl group, to which we transferred our leather chemicals business. Currency effects of minus €143 million in particular had an offsetting effect. Other financial assets were on a level with the previous year, at €606 million. Deferred tax assets declined by €395 million to €2,118 million, primarily from the tax reform in the United States and lower provisions for pensions and similar obligations. Other receivables and miscellaneous assets rose by €122 million year-on-year to €1,332 million, mainly due to higher loan receivables. Current assets increased by €5,199 million to €31,145 mil- lion. This was largely attributable to cash and cash equivalents. At €6,495 million, these were up €5,120 million on the figure as of December 31, 2016 and were primarily increased in view of payment of the purchase prices for the planned acquisition of significant parts of the seed and non-selective herbicide businesses from Bayer and the global polyamide business from Solvay. The €238 million increase in trade accounts receivable was attributable to higher sales compared with the previous year. Inventories rose by €298 million; other receivables and miscellaneous assets increased by €27 million. Marketable securities declined by €484 million, mostly from the €500 mil- lion contribution to BASF Pensionstreuhand e.V., Ludwigs- hafen am Rhein, Germany. Sales in the Chemicals segment increased considerably as forecast, whereby we achieved higher prices than expected. EBIT before special items was expected to be on a level with the previous year. However, the higher margins, especially for the isocyanates business in the Monomers division, signifi- cantly exceeded our expectations. Margins were also stronger in the Petrochemicals and Intermediates divisions. As a result, EBIT before special items was considerably higher than the 2016 figure. In 2017, BASF Group sales rose considerably in line with our forecast. EBIT before special items also increased consider- ably in 2017 and was higher than the slight growth forecast at the beginning of the year. This was primarily attributable to the sales and earnings development in the Chemicals segment, which exceeded our expectations. As a result, we also saw considerable growth in EBIT in 2017, instead of the slight increase we had anticipated. We likewise recorded a consider- able increase in EBIT after cost of capital, contrary to our pre- diction of a considerable decrease. As well as the higher EBIT generated by the segments, this was also due to the cost of capital, which did not increase as strongly as expected due to currency effects.³ Actual development compared with outlook for 2017 2 We most recently revised our forecast in October 2017 to a considerable increase in EBIT before special items. 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). considerable increase slight increase² slight decrease considerable increase considerable increase 2017 actual considerable increase considerable decrease considerable decrease before special items Income from operations (EBIT) 2017 forecast at prior-year level slight increase slight increase slight increase considerable increase considerable increase slight increase considerable increase considerable increase considerable increase considerable increase slight increase considerable increase considerable increase considerable increase considerable increase considerable increase considerable increase BASF Group Other Growth in total assets primarily attributable to higher cash and cash equivalents 2017 actual Assets 76,496 14.2 10,952 14.3 Other receivables and miscellaneous assets 3,105 3.9 3,078 4.0 Marketable securities 52 0.1 536 0.7 Cash and cash equivalents 6,495 8.2 1,375 1.8 Current assets Total assets 31,145 78,768 39.5 25,946 33.9 100.0 100.0 1,368 2015 194 1.97 € 6.62 1.68 1.45 1.63 1.86 € 6,078 1,537 1,336 1.78 1,496 7,800 1,721 1,773 2,007 2,299 (722) (211) (185) (174) (152) 8,328 1,709 1.40 1.29 6.44 1,866 4,251 1,260 973 1,072 946 10,526 2,487 2,437 2,790 2,812 10,327 2,320 2,490 2,674 2,843 57,550 14,846 Full year 4th quarter 3rd quarter 14,013 14,483 14,208 2nd quarter 1st quarter 1,860 1,760 2,251 2,457 4th quarter We slightly increased sales in the Performance Products segment in line with our forecast. Contrary to our expecta- tions, there was a considerable decline - rather than a slight increase - in EBIT before special items. This was primarily attributable to softer margins, mainly as a result of higher raw BASF Report 2017 Results of operations Management's Report 51 The BASF Group business year - Results of operations The world economy and global industrial production saw much stronger growth in 2017 than in 2016, while growth in the global chemical industry (excluding pharma- ceuticals) was roughly on a level with the previous year. Overall, our business performed extremely well in this market environment, with considerable sales and earnings increases. The Chemicals segment made a particularly strong contribution. Business reviews by segment can be found from page 60 onward Sales ■ Sales growth of 12% to €64,475 million Sales rose by €6,925 million to €64,475 million in 2017. This was mainly attributable to significantly higher sales prices in the chemicals business, 1 especially in the Chemicals segment, as well as volumes growth in all segments. The Chemetall business, which was acquired from Albemarle in December 2016, also had a positive impact. Sales were reduced by slightly negative currency effects in all segments. Income from operations ■ 32% increase in EBIT before special items to €8,328 million Considerable growth in EBIT and EBIT after cost of capital Income from operations (EBIT) before special items rose by €2,019 million to €8,328 million, thanks in particular to the contribution from the Chemicals segment. Earnings generated by the Oil & Gas segment and Other also improved consider- ably. In the Agricultural Solutions segment, EBIT before special items was only slightly below the prior-year figure after a strong fourth quarter of 2017. The Performance Products and Functional Materials & Solutions segments recorded a considerable decrease. This was due to lower margins result- ing from the increase in raw materials prices and fixed costs from factors such as the startup of new plants. For an explanation of the indicator EBIT before special items, see page 28 EBIT before special items (million €) 2017 8,328 Sales (million €) 2017 64,475 2016 57,550 2015 70,449 Full year 1,718 15,255 64,475 194 72 198 (70) (6) 8,522 1,932 1,958 2,181 2,451 4,202 1,050 1,049 1,052 1,051 12,724 2,982 3,007 3,233 3,502 12,527 2,936 2,793 3,291 3,507 16,099 1,464 1,227 6,275 The financial result improved to minus €722 million in 2017, compared with minus €880 million in the previous year. ■ Earnings per share rise from €4.42 to €6.62 Considerable year-on-year increase in financial result and net income Financial result and net income The calculation of EBIT as part of our statement of income is shown in the Consolidated Financial Statements on page 168 For an explanation of the indicator EBIT before special items, see page 28 We once again earned a significant premium on our cost of capital in 2017. EBIT after cost of capital amounted to €2,727 million, compared with €1,136 million in the previous year. The cost of capital rose by €364 million year-on-year. This was primarily attributable to the increase in noncurrent assets since the acquisition of Chemetall in December 2016, as well as the higher level of capital tied up in trade accounts receivable as a result of sales growth. 7,160 2013 7,626 2014 6,248 2015 6,275 2016 8,522 2017 EBIT (million €) At €8,522 million, EBIT for the BASF Group in 2017 was considerably higher than the previous year's level (2016: €6,275 million). Included in this figure is income from companies accounted for using the equity method, which rose from €307 million to €571 million. (34) 194 Total special items in income before taxes and minority interests Special items reported in financial result (34) 194 Net income from shareholdings decreased from minus €17 million in 2016 to minus €29 million as a result of lower income from shareholdings. Total special items in EBIT The interest result improved from minus €482 million in 2016 to minus €334 million. Interest expenses declined due to the overall decrease in liabilities to credit institutions, the scaling back of the U.S. dollar commercial paper program and the associated hedging transactions. We also generated higher interest income from interest/cross-currency swaps and granting loans. Income before taxes and minority interests rose from €5,395 million in the previous year to €7,800 million in 2017. Income taxes increased from €1,140 million in 2016 to €1,448 million in 2017. At 18.6%, the tax rate was below the prior-year level (21.1%), mainly as a result of one-off deferred tax income in the total amount of €416 million from tax reforms, of which €379 million in the United States. 1,136 2016 2,727 2017 EBIT after cost of capital (million €) 1 In 2016 and 2017, the cost of capital percentage was 10%. 1,136 2,727 EBIT after cost of capital 6,230 6,594 - Cost of capital¹ (1,091) (799) - EBIT of Other 6,275 8,522 EBIT of BASF Group 2016 2017 EBIT after cost of capital (million €) For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 198 onward For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 194 onward At €6,078 million, net income was considerably higher than the prior-year figure of €4,056 million. Earnings per share increased from €4.42 to €6.62. Income before minority interests rose from €4,255 million to €6,352 million. Minority interests amounted to €274 million, compared with €199 million in 2016. The other financial result amounted to minus €359 million, compared with minus €381 million in the previous year. 2014 (44) Other charges and income 4,056 689 888 1,092 1,387 5,395 995 1,181 1,541 1,678 (880) (232) (283) (177) (188) 6,309 1,180 1,516 1,707 1,906 (34) 47 (52) 11 (40) € 234 1.51 0.97 431 145 (27) (52) (394) (133) 2016 2017 Divestitures Integration costs Restructuring measures Special items (million €) The BASF Group business year - Results of operations Management's Report 53 BASF Report 2017 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Quarterly results not audited 1 4.83 0.79 1.10 1.30 1.64 € 4.42 0.75 1.19 13.1 6.0 3rd quarter Cash provided by/used in financing activities Dividends 579 3,248 28 19 Changes in financial liabilities Capital increases/repayments and other equity transactions Cash used in investing activities (6,490) (3,958) (181) 11 (2,164) 27 (4,145) (3,996) Financial assets and other items Acquisitions/divestitures Payments made for property, plant and equipment and intangible assets 7,717 8,785 Cash provided by operating activities (734) (339) Miscellaneous items 104 (1,167) 4,291 (2,873) 4,213 (2,767) (2,160) 12,905 16,331 Chemicals¹ 2016 2017 2016 2017 2016 2017 before special items (EBITDA) Sales Income from operations (EBIT) Income from operations before depreciation and amortization BASF Report 2017 Segment overview (million €) Business review by segment The BASF Group business year - Business review by segment 60 Management's Report 59 1,375 6,495 Cash and cash equivalents at the end of the year 2,308 1,274 Cash and cash equivalents at the beginning of the year and other changes (933) 5,221 Net changes in cash and cash equivalents 394 5,374 Depreciation and amortization of intangible assets, property, plant and equipment, and financial assets Changes in net working capital 6,078 Our interest risk management generally pursues the goal of reducing interest expenses for the BASF Group and limiting interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected liabilities to the capital market from fixed interest to variable rates or vice versa. To minimize risks and exploit internal optimization potential within the Group, we bundle the financing, financial invest- ments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally by means of derivative financial instruments in the market. For more information on the financing tools used, see Note 24 from page 218 onward and Note 27 from page 222 onward in the Notes to the Consolidated Financial Statements Off-balance-sheet financing tools, such as leasing, are of minor importance to us. BASF Group's most important finan- cial contracts contain no side agreements with regard to specific financial ratios (financial covenants) or compliance with a specific rating (rating trigger). 2,379 €18,032 million 15,653 U.S. dollar commercial paper Liabilities to banks 23 1,781 2022 1,140 2021 1,845 2020 2,052 2019 2,497 2018 Maturities of financial indebtedness (million €) We strive to maintain at least a solid "A" rating, which ensures unrestricted access to financial and capital markets. Our financing measures are aligned with our operational busi- ness planning as well as the company's strategic direction and also ensure the financial flexibility to take advantage of strate- gic options. Our financing policy is aimed at ensuring our solvency at all times, limiting the risks associated with financing and optimiz- ing our cost of capital. We preferably meet our external financ- ing needs on the international capital markets. - "A" ratings confirmed Financing principles remain unchanged ■ Financing policy and credit ratings 3 Financing instruments (million €) Net debt 2023 and beyond 8,717 4,056 Rated "A1/P-1/outlook stable" by Moody's, "A/A-1/outlook stable" by Standard & Poor's and "A/S-1/outlook stable" by Scope, BASF enjoys good credit ratings, especially compared with competitors in the chemical industry. These ratings were most recently confirmed by the above agencies in the fourth quarter of 2017 (Moody's: December 19; Standard & Poor's and Scope: October 18). Management's Report The BASF Group business year - Financial position Net income 2016 2017 Statement of cash flows (million €) 1 Including investments to the extent that they already had an effect on cash Payments made for property, plant and equipment and intangible assets¹ ■ Free cash flow ■Cash provided by operating activities 2017 2016 2015 2014 2013 0 2 ---H 4 6 8 10 Cash flow (billion €) Free cash flow represents the financial resources remain- ing after deducting payments made for property, plant and equipment and intangible assets from cash provided by operating activities. It rose to €4,789 million compared with €3,572 million in the previous year, primarily due to the increase in cash provided by operating activities. Cash and cash equivalents amounted to €6,495 million as of December 31, 2017. They rose by a cash-effective amount of €5,221 million in 2017, largely in preparation for payment of the purchase prices for the planned transactions with Bayer and Solvay. Cash provided by financing activities amounted to €394 million in 2017, compared with cash used in financing activities of €2,160 million in the previous year. Changes in financial liabilities resulted in a cash inflow of €3,248 million. This was mainly due to the issue of bonds with a volume of around €5 billion. The main offsetting factors were the sched- uled repayment of four bonds and the scaling back of BASF SE's U.S. dollar commercial paper program. In 2017, dividends of €2,755 million were paid to shareholders of BASF SE and €118 million to minority interests. For more information on investments and acquisitions, see page 40 onward The cash inflow from financial assets and other items in 2017 amounted to €11 million. In the previous year, the acqui- sition of marketable securities in particular led to net payments made of €181 million. Acquisitions and divestitures in 2017 resulted in net pay- ments received of €27 million. In comparison, net payments of €2,164 million were made in 2016, primarily as a result of the acquisition of Chemetall. Cash used in investing activities amounted to €3,958 million in 2017 compared with €6,490 million in 2016. Payments made for property, plant and equipment and intan- gible assets amounted to €3,996 million, below both the prior- year figure (€4,145 million) and the level of amortization and depreciation of intangible assets, property, plant and equip- ment, and financial assets (€4,213 million). Cash provided by operating activities improved by €1,068 million year-on-year to €8,785 million in 2017. This was due to higher net income. In contrast with the previous year, the change in net working capital reduced cash flow. This was largely attributable to the higher level of cash tied up in inventories and trade accounts receivable for operational reasons. Miscellaneous items in 2017 mainly related to the adjustment of earnings contributions from investments accounted for using the equity method. In the previous year, this item primarily included the transfer of disposal gains to cash used in investing activities. Cash provided by operating activities and free cash flow significantly above previous year Statement of Cash Flows BASF Report 2017 3,114 4,233 2,032 8,522 121 186 9,374 13,676 (1,091) (799) Other 1,115 988 12,829 11,967 499 1,043 Oil & Gas 266 185 8,899 8,096 1,037 1,015 Agricultural Solutions 3,679 1,056 17,359 17,364 2,199 1,545 Functional Materials & Solutions 6,275 892 78,768 4,364 2 Additions to property, plant and equipment (thereof from acquisitions: €8 million in 2017 and €155 million in 2016) and intangible assets (thereof from acquisitions: €235 million in 2017 and €2,789 million in 2016) 1 On January 1, 2017, the Monomers and Dispersions & Pigments divisions' activities for the electronics industry were merged into the global Electronic Materials business unit and allocated to the Dispersions & Pigments division. For better comparability, the affected figures for 2016 have been adjusted accordingly. (5%) Other 4% Other 16% Oil & Gas 5% Oil & Gas 10% Agricultural Solutions 9% Agricultural Solutions 18% Functional Materials & Solutions 32% Functional Materials & Solutions 19% Performance Products 25% Performance Products 42% Chemicals 25% Chemicals Contributions to EBITDA by segment Contributions to total sales by segment 7,258 76,496 800 14,911 14,432 Other 517 793 1,596 2,069 2,768 3,244 Oil & Gas 1,087 1,033 1,305 1,282 5,569 5,696 Agricultural Solutions 1,946 1,617 2,906 2,251 18,732 20,745 Functional Materials & Solutions 1,777 1,416 2,577 2,427 15,558 16,217 Performance Products¹ 2,242 2,018 (679) (972) 1,678 1,510 Performance Products¹ 1,185 1,149 13,124 13,233 1,953 4,208 Chemicals¹ 2016 2017 2016 2017 - Cash and cash equivalents 2016 acquisitions² Assets (EBIT) Investments including Income from operations Segment overview (million €) 6,309 8,328 10,526 12,724 57,550 64,475 (1,050) (764) 2017 - Marketable securities Financial indebtedness Bonds and other liabilities to the capital market The special items recognized in other charges and income amounted to €234 million in 2017. This figure included rever- sals of impairments and impairments totaling €197 million in the Oil & Gas and Functional Materials & Solutions segments. In the previous year, other charges and income amounted to minus €44 million. For the definition of special items, see page 28 Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. 52 Management's Report The BASF Group business year - Results of operations Sales and earnings (million €) Sales Income from operations before depreciation and amortization (EBITDA) and special items EBITDA EBITDA margin Amortization and depreciation¹ Income from operations (EBIT) Special items EBIT before special items Financial result Income before taxes and minority interests Income before minority interests Net income Earnings per share Adjusted earnings per share Sales and earnings by quarter in 2017² (million €) Sales Income from operations before depreciation and amortization (EBITDA) and special items EBITDA Amortization and depreciation¹ Income from operations (EBIT) Special items EBIT before special items Divestitures in 2017 resulted in an earnings contribution of €145 million compared with €431 million in the previous year. This was mainly due to the transfer of our leather chemicals business to the Stahl group in the Performance Products segment, which contributed €195 million. Financial result At €52 million, integration costs for acquired businesses exceeded the prior-year level (2016: €27 million), largely as a result of the integration of Chemetall. Special items in EBIT totaled €194 million in 2017, compared with minus €34 million in the previous year. Factors influencing sales of the BASF Group Change in million € Change in % Volumes 2,647 4 Prices 4,595 8 Currencies (732) (1) Acquisitions 873 Divestitures (460) (1) Changes in scope of consolidation 2 Total change in sales 6,925 12 2016 6,309 2015 6,739 2014 7,357 2013 7,077 2 Various restructuring measures led to special items of minus €133 million, after minus €394 million in 2016. Income before taxes and minority interests Net income Earnings per share 6,275 35.8 194 (34) 8,328 6,309 32.0 (722) (880) 18.0 7,800 5,395 44.6 6,352 4,255 49.3 6,078 4,056 49.9 € 6.62 4.42 49.8 6.44 4.83 33.3 1st quarter 16,857 2nd quarter 16,264 8,522 (1.2) 4,251 4,202 Adjusted earnings per share Sales and earnings by quarter in 2016² (million €) Sales Income from operations before depreciation and amortization (EBITDA) and special items EBITDA Amortization and depreciation¹ Income from operations (EBIT) Special items EBIT before special items Financial result Income before taxes and minority interests Net income Earnings per share Adjusted earnings per share 73,973 BASF Report 2017 2016 Change in % 64,475 57,550 12.0 12,527 10,327 21.3 12,724 10,526 20.9 % 19.7 18.3 2017 2014 2013 For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 201 onward 20.0 15,317 18.9 14,880 3.7 2,850 3.9 3,064 4.9 3,767 3.2 2,497 1.7 1,288 1.4 1,119 3.7 2,802 4.1 3,229 4,610 6.3 4,971 Total equity and liabilities Current liabilities Other liabilities Financial indebtedness Tax liabilities Provisions 78,768 Accounts payable, trade 100.0 100.0 1 14,401 11,485 536 1,375 6,495 52 3,767 16,312 Dec. 31, 2017 15,535 2,497 18,032 + Current financial indebtedness Noncurrent financial indebtedness For short-term financing, we use BASF SE's U.S. dollar commercial paper program, which has an issuing volume of up to $12.5 billion. As of December 31, 2017, no commercial paper was outstanding under this program (December 31, 2016: $1,089 million). Firmly committed, syndicated credit lines of €6 billion serve to cover the repayment of outstanding com- mercial paper, and can also be used for general company pur- poses. These credit lines were not used at any point in 2017. Our external financing is therefore largely independent of short- term fluctuations in the credit markets. We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile, diversify our investor base and optimize our debt capital financing conditions. Dec. 31, 2016 12,545 Net debt (million €) For more information on the development of the balance sheet, see the Ten-Year Summary on page 248 For more information on the composition and development of individual equity and liability items, see the Notes to the Consolidated Financial Statements from page 209 onward Overall, financial indebtedness grew by €1,720 million to €18,032 million. Net debt declined by €2,916 million to €11,485 million. This is calculated by subtracting marketable securities and cash and cash equivalents from current and noncurrent financial indebtedness. This balance-related indi- cator provides information on effective indebtedness. BASF Report 2017 The BASF Group business year - Financial position 58 Management's Report 40 57 Current liabilities declined by €437 million to €14,880 million. This was primarily attributable to the €1,270 million decrease in current financial indebtedness, mostly from the scheduled repayment of four bonds in EUR and GBP with an aggregate carrying amount of €1,359 million, as well as the the complete scaling back of our U.S. dollar commercial paper program, which accounted for €1,033 million. Current liabilities to banks declined by €646 million; this mainly related to loans in Brazil. The reclassification of the above bonds increased current finan- cial indebtedness accordingly. Current tax liabilities declined by €169 million. Trade accounts payable rose by €361 million, current provisions by €427 million and current other liabilities by €214 million. an aggregate carrying amount of €1,773 million were reclassi- fied to current financial indebtedness. Noncurrent liabilities to banks rose by €170 million, mainly as a result of loans taken out with the European Investment Bank and the Kreditanstalt für Wiederaufbau, a German government development bank. The partial transfer of the financing for gas transportation activities to a newly established equity-accounted company had an offsetting effect. Provisions for pensions and similar obligations decreased by €1,916 million, mainly as a result of the positive performance of plan assets. Noncurrent other provisions declined by €189 million. The €586 million decrease in deferred tax liabilities was largely due to the reduction in the U.S. corporate tax rate from 35% to 21%, which accounted for €653 million of this figure. Noncurrent other liabilities rose by €222 million. Compared with the end of 2016, noncurrent liabilities grew by €521 million to €29,132 million. This was primarily attribut- able to noncurrent financial indebtedness, which increased by €2,990 million. New bonds in EUR, USD, NOK and GBP were issued in 2017 with an aggregate carrying amount of €4,852 mil- lion at the year-end and maturities of between two and 20 years; they serve general company purposes and to finance the planned acquisitions of significant parts of the seed and non- selective herbicide businesses from Bayer and the global poly- amide business from Solvay. These also included bonds with nondilutive warrants due in 2023 with a carrying amount of €664 million. Upon exercise, the warrants will be cash-settled only; no new shares will be issued, nor will existing shares of BASF SE be serviced. As a hedge, BASF has purchased corresponding call options. Three eurobonds due in 2018 with Equity rose by €2,188 million year-on-year to €34,756 million. Retained earnings increased by €3,311 million to €34,826 mil- lion. Other comprehensive income declined by €1,268 million to minus €5,282 million. This decrease was mainly due to currency effects, primarily as a result of the weaker U.S. dollar. The remeasurement of defined benefit plans in particular had an offsetting effect. The equity ratio was 44.1% (2016: 42.6%). ■ Higher financial indebtedness in preparation for planned acquisitions ■ Equity ratio at 44.1%, compared with 42.6% in previous year Equity and liabilities 76,496 37.4 28,611 37.0 919 (5.2) (4,014) (6.7) (5,282) 41.2 31,515 44.2 34,826 5.6 4,306 5.4 4,293 % Million € % Million € December 31, 2016 December 31, 2017 Management's Report The BASF Group business year - Financial position Equity Minority interests Other comprehensive income Retained earnings Paid-in capital Equity and liabilities Financial position BASF Report 2017 Including impairments and reversals of impairments 1.2 761 1.0 34,756 29,132 Noncurrent liabilities 1.2 873 1.4 1,095 Other liabilities 16.4 12,545 19.7 15,535 Financial indebtedness 4.3 3,317 74,326 3.5 Deferred tax liabilities 4.8 3,667 4.4 3,478 Other provisions 10.7 8,209 8.0 6,293 Provisions for pensions and similar obligations 42.6 32,568 44.1 2,731 materials prices, which would not be fully passed on via sales prices. 458 Sales Chemicals Contributions to EBIT by segment Contributions to EBIT before special items by segment 1,227 1,932 1,464 1,958 1,718 2,181 1,866 2,451 (443) (45) (256) (330) 51% Chemicals 49% Performance Products Oil & Gas Other (9%) Other 10% Oil & Gas 12% Agricultural Solutions (147) 12% 18% Functional Materials & Solutions 19% Functional Materials & Solutions 18% Performance Products 17% Agricultural Solutions (181) (245) (243) 240 492 357 531 427 452 521 724 Functional Materials & Solutions 81 467 567 495 363 543 499 173 12% (9%) Agricultural Solutions 590 Other 162 436 178 255 93 183 531 66 Oil & Gas 66 194 93 20 288 270 169 Performance Products² 1 Quarterly results not audited 62 Management's Report UltramidⓇ Flex F38 Management's Report The BASF Group business year - Chemicals How we create value - an example BASF Report 2017 €2,201 million Change: Restated figures; for more information, see page 66 27% Sales (1%) Currencies 0% Portfolio 2,032 20161 High-performance copolyamide for more sustainable packaging solutions Value for BASF Expected average sales growth by 2025 >25% The BASF Group business year Chemicals 64 Management's Report 63 Different gases contribute to global warming to different degrees. In order to compare their impact, emissions are usually converted into CO2 equivalents. On September 18, 2017, we signed an agreement with Solvay on the acquisition of Solvay's global polyamide busi- ness by BASF. Solvay and BASF aim to close the transaction in the third quarter of 2018 after regulatory approvals have been obtained and the consent of a joint venture partner has been received. The purchase would strengthen our polyamide 6.6 value chain through increased polymerization capacities and the backward integration into the key raw material ADN (adipodinitrile). BASF plans to integrate Solvay's global poly- amide business into the Monomers and Performance Materials divisions. In Ludwigshafen, Germany, we will strengthen the Verbund by replacing our acetylene plant, which plays a central role for many products and value chains, with a modern, highly efficient plant by 2019. We invest in research and development in order to develop new technologies and to make our existing technologies even more efficient. Cost leadership and a clear orientation along individual value chains are among our most important com- petitive advantages. We concentrate on the critical success factors of the classic chemicals business: making use of econ- omies of scale, the advantages of our Verbund, high capacity utilization, continuous optimization of access to raw materials, lean processes, and reliable, cost-effective logistics. Furthermore, we are constantly improving our global produc- tion structures and aligning these with regional market require- ments. 23% With its production facilities, the Chemicals segment is at the heart of the Verbund structure and supplies BASF's segments with basic chemicals for the production of downstream products. We add value with innovations in processes and production, and invest in future markets. As a reliable supplier, we provide chemicals of consistent quality and market them to customers in downstream industries. We continually improve our value chains and are expanding our market position particularly outside Europe - with new processes and tech- nologies, as well as through investments and collaborations in future markets. Strategy BASF uses a monomer made from a regionally-grown rapeseed oil in the production of UltramidⓇ Flex F38. This reduces the consumption of fossil raw materials by around 25% compared with conventional polyamides, and also cuts greenhouse gas emissions of CO2 equivalents¹ by 25% in the production process. These emissions are already lower than industry standards in BASF's Verbund production. approx. 25% Fossil raw material savings Value for the environment and society UltramidⓇ Flex F38 gives plastics like those used in food packaging exceptional properties such as high tear resis- tance, transparency and softness even at lower temperatures. The innovative copolyamide is partly made from renewable raw materials, enabling our customers to offer more sustain- able packaging solutions. We expect the product to generate average sales growth of over 25% by 2025. Integrated production facilities form core of Verbund ■ Technology and cost leadership provide most important competitive edge Prices 4,233 2017 Percentage of sales: Intermediates €2,979 million 11% Change: Sales Most comprehensive inter- mediates portfolio in the world, including precursors for coatings, plastics, textile fibers and crop protection products Intermediates 18% Isocyanates and polyamides as well as inorganic basic products and specialties for various sectors, such as the plastics, automotive, construction and electronics industries Broad range of basic products and specialties for sectors such as the chemical and plastics industries Petrochemicals Divisions The Chemicals segment consists of the Petrochemicals, Monomers and Intermediates divisions. In our integrated production facilities - our Verbund - we produce a broad range of basic chemicals and intermediates in Europe, Asia, North America and South America. BASF Report 2017 Chemicals The BASF Group business year Chemicals Monomers 2 On January 1, 2017, the Monomers and Dispersions & Pigments divisions' activities for the electronics industry were merged into the global Electronic Materials business unit and allocated to the Dispersions & Pigments division. For better comparability, the affected figures for 2016 have been adjusted accordingly. Change: Factors influencing sales 5% Volumes Income from operations before special items (million €) Percentage of sales: 39% 27% Change: Petrochemicals €6,389 million 34% €12,905 million 27% Change: €16,331 million 2017: Percentage of sales: 43% €6,963 million Monomers 20161: 545 1,026 490 14,208 16,857 518 608 538 548 485 476 477 610 Other 922 862 618 739 16,264 14,483 15,255 14,013 Chemicals² 2016 2017 2016 2017 2016 2017 617 2016 4th quarter 3rd quarter 2nd quarter 1st quarter Income from operations (EBIT) before special items' (million €) 14,846 16,099 2017 814 611 829 3,832 3,921 3,983 3,983 4,142 3,913 4,260 3,741 Performance Products² 4,158 3,227 4,023 3,236 4,045 3,019 4,105 3,423 958 Functional Materials & Solutions 4,408 Oil & Gas 1,281 1,328 1,049 987 1,459 1,526 5,198 1,780 Agricultural Solutions 4,961 5,311 4,660 4,975 4,703 5,261 1,855 457 1,120 458 1,860 1,516 1,760 1,707 2,251 1,906 2,457 1,180 (386) (233) (325) (212) (151) (219) (250) Other (38) 163 Income from operations (EBIT)' (million €) 2nd quarter 1,089 Chemicals segment 1,119 460 974 Chemicals² 2016 1st quarter 2017 2017 2016 2017 2016 2017 4th quarter 3rd quarter 2016 Products, customers and applications 260 180 456 531 Functional Materials & Solutions 237 111 473 385 422 512 555 515 Performance Products² 629 1,053 488 1,102 405 194 535 497 94 183 66 170 Oil & Gas 79 207 397 97 320 272 591 533 Agricultural Solutions 458 267 21 Division Petrochemicals Monomers Percentage of sales: 24% 2017: Nutrition & Health €1,844 million Percentage of sales: 12% €16,217 million Change: 4% 20161: €15,558 million Change: -5% Factors influencing sales Dispersions & Pigments €5,398 million €3,896 million 2% Change: Performance Chemicals 3% 2 1 EBIT before special items in 2017 was up slightly from the previous year: Improved margins and higher sales volumes more than compensated for the rise in fixed costs. The year- on-year increase in fixed costs was primarily due to a higher number of plant maintenance activities, the startup of new production plants in all regions, as well as unplanned repairs. The construction of the new acetylene plant in Ludwigs- hafen, Germany, is progressing on schedule. 68 Management's Report The BASF Group business year - Performance Products Change: BASF Report 2017 The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Our offerings enhance the performance of industrial and consumer products worldwide. With our tailor-made solutions, our customers can make their production processes more efficient and give their products improved application properties. Divisions Dispersions & Pigments Raw materials used to formulate products in the construction, automotive, adhesives, printing, packaging, electronics and paper industries Care Chemicals Ingredients for the hygiene, cosmetics, detergent and cleaner industries as well as for applications in the chemical industry Nutrition & Health Products for the food and feed industries, the flavor and fragrance industry and the pharmaceutical industry Performance Chemicals Customized products for many sectors, from mining and the fuel industry to plastics processing Sales Performance Products 6% Percentage of sales: 33% BASF Report 2017 How we create value - - an example Management's Report 69 The BASF Group business year - Performance Products HydraulanⓇ 406 ESI New low-viscous brake fluid for enhanced driving safety Value for BASF minus €361 million Market growth market for brake fluids as a whole Value for our customers 2-fold Lower viscosity compared with standard products >50% BASF has developed and sold brake fluids for the automotive industry for over 60 years. Hydraulan® 406 ESI enables us to secure a leading position in the attractive market segment for low-viscous brake fluids, which is growing twice as fast as the market as a whole. The new product meets several interna- tional market standards as well as the new requirements of automotive manufacturers, particularly with respect to assisted and autonomous driving. - compared with the 38% Change: 4% Care Chemicals €5,079 million Change: 7% Percentage of sales: 31% Income from operations before special items (million €) 2017 Volumes Restated figures; for more information, see page 72 5% 1% 1,416 20161 1,777 Portfolio (1%) Currencies (1%) Sales Prices €2,979 million 3 17% Sales up 34% at €6,963 million, mainly due to higher prices Considerable increase in EBIT before special items, primarily from stronger isocyanate margins Sales to third parties in the Monomers division rose by €1,774 million to €6,963 million in 2017, largely as a result of higher prices. Robust demand and the temporary product shortages on the market led to a strong price increase, espe- cially in the isocyanates business. Sales prices for polyamides also rose. We achieved year-on-year volumes growth with our new production facilities. Stronger margins and volumes for isocyanates were the main reason for the considerable increase in EBIT before special items in the Monomers division. Earnings were also positively impacted by the restructuring of our caprolactam production in Europe. Fixed costs exceeded the prior-year level, mainly from our new production facilities. Intermediates ■ Sales growth of 11% to €2,979 million due to higher prices and volumes EBIT before special items slightly above the prior-year level due to margin and volumes growth ■ Sales to third parties in the Intermediates division rose by €298 million year-on-year to €2,979 million. This was mainly due to higher prices, particularly in the butanediol and deriva- tives as well as the acids and polyalcohols businesses. We were able to raise volumes in all regions in 2017. The amines business in Europe and Asia showed especially strong growth. Negative exchange rate effects and the divestiture of the inorganic specialties business in the first quarter of 2017, which included the site in Evans City, Pennsylvania, slightly dampened sales growth. Volumes Prices 4% 10% Portfolio (1%) Currencies Intermediates - Factors influencing sales (2%) Monomers 3% 27% BASF Report 2017 Management's Report 67 The BASF Group business year - Chemicals Petrochemicals - Sales by region (Location of customer) 1234 Europe EBIT before special items considerably exceeded the 2016 figure as a result of higher margins. In Europe in particular, margins for steam cracker products as well as for alkylene oxides and glycols rose significantly. Margins for acrylic monomers and oxo alcohols also developed positively overall, mainly due to strong demand and low product availability. The negative impact on earnings in 2017 caused by the North Harbor accident was offset by insurance payments. North America 55% 34% €6,389 million 1 Asia Pacific 8% 2 South America, Africa, Middle East 3 As electronic systems become more and more complex, the demands on the braking system also increase. Brake fluids are a safety factor – they must ensure fast signal processing and breaking reactions. A low viscosity is crucial here. With a viscosity that is more than 50% lower than standard products,² Hydraulan® 406 ESI significantly improves braking safety - even under difficult conditions. Sales Monomers - Factors influencing sales €6,963 million 34% South America, Africa, Middle East 7% 2 Intermediates - Sales by region (Location of customer) 3 1 Europe North America Asia Pacific 4 South America, Africa, Middle East 4 42% 1 -23 11% 20% 4 Volumes 3% Prices 33% Portfolio 0% Currencies 39% (2%) 34% Asia Pacific Monomers - Sales by region (Location of customer) 1234 Europe North America Sales Chemicals² Strategy ■ 670,000 680,000 910,000 1,525,000 305,000 250,000 1,510,000 Annual capacity (metric tons) South America, Africa, Middle East Asia Pacific Sites 1 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. North America Europe Plasticizers 385,000 430,000 3,480,000 1,445,000 Management's Report 65 Investments BASF Report 2017 595,000 920,000 675,000 2,610,000 Sulfuric acid 150,000 910,000 820,000 1,625,000 205,000 360,000 2,610,000 545,000 350,000 Propylene oxide Propylene Propionic acid Production capacities of significant products¹ Plastics, coatings and pharmaceutical industries, production of detergents and cleaners as well as crop protection products and textile fibers Use in the BASF Verbund Industries such as plastics, electronics, lumber, furniture, packaging, textile, construction and automotive Use in the BASF Verbund Chemical and plastics industry, detergent, hygiene, automotive, packaging and textile industries; production of paints, coatings, and cosmetics as well as oilfield, construction and paper chemicals Use in the BASF Verbund Product Customer industries and applications Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Basic products: isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Specialties: special plasticizers, special acrylates Basic products: ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols and acrylic monomers Products BASF Report 2017 Intermediates Specialties: specialty amines such as tertiary butylamine and polyetheramine, gas treatment chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates The BASF Group business year - Chemicals Acrylic acid Formic acid PolyTHF® Polyamide precursors Polyamide 6 and 6.6 Oxo-C4 alcohols (calculated as butyraldehyde) Neopentyl glycol Caustic soda Isocyanates Alkylamines Urea Ethylene Ethanolamines and derivatives Chlorine Butanediol equivalents Butadiene Benzene Ammonia Ethylene oxide Additional annual capacity Petrochemicals Sales grow by 27% to €16,331 million, mainly due to higher prices Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, polymers, biocides and products for optical effects Solvents and other ingredients for crop protection product formulations, as well as products for concrete additives and chemical processes such as metal surface treatments or textile processing Superabsorbents for baby diapers, incontinence products and feminine hygiene articles Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers and omega-3 fatty acids Flavors and fragrances, such as geraniol, citronellol, L-menthol and linalool Excipients for the pharmaceutical industry and selected, high-volume active pharmaceutical ingredients, such as ibuprofen and omega-3 fatty acids Antioxidants, light stabilizers and flame retardants for plastic applications Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants Customer industries and applications Raw materials used to formulate products for industries such as construction, automotive, adhesive, printing, packaging, electronics and paper Cosmetics industry, hygiene industry, detergent and cleaner industry, agricultural industry and technical applications Food and feed industries, flavor and fragrance industry and pharmaceutical industry Plastics processing industry, automotive industry, fuel and lubricant industry, oil and gas industry, mining industry, municipal and industrial water treatment as well as paper industry and packaging made of paper Functional chemicals and process chemicals for the production of paper and cardboard, water treatment chemicals, membrane technologies, kaolin minerals Production capacities of significant products¹ Process chemicals for the extraction of oil, gas, metals and minerals, chemicals for enhanced oil recovery Product Polymer dispersions, pigments, resins, high-performance additives, formulation additives, electronic materials Performance Chemicals Global presence ensures reliable supply to customers in all regions We take on the challenges posed by important future issues, especially population growth: scarce resources, environmental and climatic stressors, greater demand for food and the desire for better quality of life. In doing so, we focus on research and development and maintain close relationships to leading companies in our customer industries. We position ourselves globally in order to reliably supply customers in all regions. We invest in the development of innovations that enable our products and processes - as well as our customers' applica- tions and processes - to make a contribution to sustainability: for example, by allowing resources to be used more efficiently. Our products create additional value for our customers, providing a competitive advantage. We develop new solutions together with our customers and strive for long-term partner- ships that create profitable growth opportunities for both sides. In this way, we aim to strengthen our focus on highly specialized applications in the business fields of displays and semi-conductors in the electronics industry, for example. A different business model is pursued for standard products such as vitamins or dispersions for paper coatings. Here, efficient production setups, backward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership are all essential. We support our customers by serving as a reliable supplier with consistently high product quality, good value for money and lean processes. In the Dispersions & Pigments division, for instance, we draw on our in-depth knowledge of the areas of application and technological innovations to strengthen customer relationships in key industries. At the Caojing site in Shanghai, China, we are planning a new plant for plastic additives (antioxidants), which is expected to be completed in 2019. We are expanding our existing ibuprofen production capacities in Bishop, Texas, and are planning the construction of a new world-scale ibuprofen plant in Ludwigshafen, Germany, scheduled for startup in 2021. 1 DOT 3, DOT 4, DOT 5.1 Products 2 Brake fluids in accordance with DOT 3 and DOT 4 The BASF Group business year - Performance Products Products, customers and applications BASF Report 2017 Division Dispersions & Pigments Care Chemicals Nutrition & Health 70 Management's Report ■ Tailor-made products and solutions improve our customers' applications and processes Anionic surfactants Chelating agents Portfolio 20% Prices 8% Volumes Petrochemicals - Factors influencing sales Sales to third parties in the Petrochemicals division rose by €1,354 million to €6,389 million in 2017. This was mainly due to significantly higher sales prices in all regions and in almost all strategic business units, particularly for steam cracker products. Prices largely followed the higher raw materials prices for naphtha and butane, our most important feedstock. Sales volumes rose overall. Volumes rose significantly in North America, mainly as a result of higher capacity utilization of the steam cracker and the condensate splitter in Port Arthur, Texas. In Europe, sales volumes were up slightly from the previous year: Higher volumes, especially for steam cracker products, were able to compensate for the limited volumes growth for plasticizers and in the alcohols and solvents busi- ness following the accident at the North Harbor. 0% Considerable increase in EBIT before special items due to higher margins Income from operations (EBIT) before special items rose by €2,201 million to €4,233 million, mainly as a result of higher margins for isocyanates in the Monomers division. Stronger margins in the Petrochemicals and Intermediates divisions also contributed to the increase in earnings; slightly higher fixed costs had an offsetting effect. The negative impact on earnings in 2017 caused by the North Harbor accident at the Ludwigshafen site in October 2016 was compensated by insurance payments. EBIT rose by €2,255 million to €4,208 million. Overall, special items did not have a substantial impact. In the Chemicals segment, sales to third parties increased by €3,426 million to €16,331 million in 2017 (volumes 5%, prices 23%, portfolio 0%, currencies -1%). This was primarily attributable to higher prices, especially in the Monomers divi- sion. We increased volumes in all divisions. ■ Stronger margins increase EBIT before special items by 108% to €4,233 million ■ Sales rise by 27% to €6,389 million, primarily as a result of price increases ■ For the Outlook for 2018, see page 123 Citral Currencies 265,000 Methane sulfonic acid Nonionic surfactants Polyisobutene Superabsorbents Europe North America 1 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. 590,000 Sites South America, Africa, Middle East Annual capacity (metric tons) 600,000 78,000 170,000 30,000 630,000 Asia Pacific 2016 (1%) 2016 2,979 34 5,189 6,963 27 5,035 6,389 27 Change in % 2016 12,905 16,331 Intersegmental transfers Intermediates Monomers Thereof Petrochemicals 2,681 11 6,063 4,832 1,161 1,166 Amortization and depreciation² 24.1 32.9 % EBITDA margin Sales to third parties 73 5,374 Income from operations before depreciation and amortization (EBITDA) 26 17,737 22,394 Sales including intersegmental transfers 25 3,114 2017 BASF Report 2017 Segment data¹ (million €) 21,000 Construction: specialty amines plant Nanjing, China 2019 90,000 n/a Replacement: acetylene plant n/a Ludwigshafen, Germany 750,000 Construction: ammonia plant¹ Startup Total annual capacity (metric tons) (metric tons) Project Freeport, Texas 2018 Location 2019 30,000 The BASF Group business year Chemicals 66 Management's Report 3 Operated by an associated company with Huntsman, Shanghai Hua Yi (Group) Company, Shanghai Chlor-Alkali Chemical Co. Ltd. and Sinopec Group Assets Management Corp. 2 Operated by a joint venture with Sinopec 1 Operated by an associated company with Yara International ASA 2017 480,000 Expansion: propionic acid plant? 240,000 Shanghai, China 2017 60,000 Changeover of plasticizers production to dioctyl terephthalate (DOTP) Pasadena, Texas 2019 69,000 Expansion: MDI plant³ 4,208 through expansion 13,233 2,895 690 320 Assets Income from operations (EBIT) 13,124 1 Investments including acquisitions³ 1,149 1,185 (3) Research and development expenses 128 145 (12) 1 On January 1, 2017, the Monomers and Dispersions & Pigments divisions' activities for the electronics industry were merged into the global Electronic Materials business unit and allocated to the Dispersions & Pigments division. For better comparability, the affected figures for 2016 have been adjusted accordingly. 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 3 Additions to intangible assets and property, plant and equipment 0 1,953 108 2,032 EBIT after cost of capital EBIT before special items 2017 2016 2017 2016 2017 4th quarter 115 3rd quarter 4,233 1st quarter 2nd quarter The BASF Group business year - Business review by segment Management's Report 61 BASF Report 2017 2017 Special items (25) (79) 68 Sales (million €) Functional Materials & Solutions EBIT before special items declined considerably compared with the previous year. The softer margins resulting from higher raw materials prices were only partially offset by volumes growth and lower fixed costs. The BASF Group business year - Functional Materials & Solutions Management's Report 75 BASF Report 2017 We generated special income of €195 million from the transfer of BASF's leather chemicals business to the Stahl group. 2 2016: D €3,896 million 26% 3 25% 10% 39% South America, Africa, Middle East The Functional Materials & Solutions segment comprises the Catalysts, Construction Chemicals, Coatings and Performance Materials divisions. They develop and market system solutions, services and innovative products for specific sectors and customers, particularly for the automotive, electronics, chemical and construction industries as well as for household applications, sports and leisure. Asia Pacific 1 Divisions €20,745 million Automotive and process catalysts, battery materials, €18,732 million Factors influencing sales Change: 22% Catalysts €6,658 million Change: Percentage of sales: 32% Coatings €3,969 million Percentage of sales: 19% Construction Chemicals €2,412 million Change: 11% Change: 2017: Percentage of sales: 37% €7,706 million 12% Change: Performance Materials Sales Performance Materials Polyurethanes, thermo- plastics and foams Coatings solutions, surface treatments, decorative paints Coatings Construction Chemicals Solutions for building structure and envelopes, interior construction and infrastructure precious metal trading Catalysts 6% 1,617 Percentage of sales: 2017 2020 Capacity expansion: automotive coatings plant 2018 Construction: plant for concrete additives 2017 2017 78 Management's Report The BASF Group business year - Functional Materials & Solutions Segment data (million €) Sales to third parties Thereof Catalysts Construction Chemicals Coatings Performance Materials Capacity expansion: compounding plant for UltramidⓇ and UltradurⓇ Capacity expansion: plant for emissions catalysts Capacity expansion: plant for UltrasonⓇ Yeosu, South Korea Schwarzheide, Germany Środa Śląska, Poland Tultitlán, Mexico Yangon, Myanmar 2018 2019 Capacity expansion: logistics for floor installation systems Construction: specialty zeolites plant for emissions catalysts 2018 2019 Construction: plant for functional film coatings 2018 Intersegmental transfers 2017 2018 Construction: chemical catalysts plant 2017 Construction: automotive coatings plant 2017 Construction: technical competence center for automotive coatings 2018 Construction: plant for automotive emissions catalysts Sales including intersegmental transfers Income from operations before depreciation and amortization (EBITDA) EBITDA margin 22 7,706 6,888 12 805 736 9 3,249 21,550 11 2,251 2,906 (23) % 10.9 15.5 19,468 2019 3,969 2,332 Depreciation and amortization¹ Income from operations (EBIT) Special items EBIT after cost of capital Assets Investments including acquisitions² BASF Report 2017 3 2017 20,745 18,732 Change in % 11 6,658 6,263 6 2,412 2016 3% 2019 Capacity expansion: plant for cathode materials How we create value - - an example BASF Report 2017 BorocatⓇ A new generation of high-performance refining catalysts Value for BASF Expected sales growth with BorocatⓇ through 2022 >50% Refineries use fluid catalytic cracking (FCC) catalysts to extract high-value products like gasoline, diesel or liquid gas from the residues of crude oil distillation. BorocatⓇ, our new generation of FCC catalysts, increases the yield of valuable hydrocarbons especially from heavy crude oil with metal contaminants. As more and more crude oil of this type is being produced and processed, we expect sales growth of over 50% for BorocatⓇ through 2022. Value for our customers and the environment Unwanted by-product hydrogen reduced by up to 25% The metals contained in crude oil present a particular chal- lenge to further processing as they catalyze the generation of unwanted by-products like hydrogen, reducing the yield of valuable substances. Our new boron-based catalyst tech- nology hampers these chemical by-reactions so that up to 25% less hydrogen is produced. This enables refineries to process heavier, more contaminated crude oil and use these resources more efficiently. Strategy The BASF Group business year - Functional Materials & Solutions 76 Management's Report minus €329 million Change: 12% Income from operations before special items (million €) Volumes 4% 2017 North America Prices ■ 5% 1,946 Portfolio 3% Currencies (1%) Sales 11% 2016 Development of innovative products and technolo- gies in close collaboration with our customers Focus on specialties and system solutions that allow our customers to stand out from the competition We develop innovative products and technologies in close cooperation with our customers. Our aim is to find the best solution in terms of cost and functionality, helping our cus- tomers to drive forward innovation in their industries and contribute to sustainable development. For instance, the transformation of mobility is a key trend in the automotive industry. To address this, we are developing solutions in the areas of battery materials, emission control, lightweight engi- neering concepts and coatings together with our customers. Our specialties and system solutions enable customers to stand out from the competition. One focus of our strategy is the ongoing optimization of our product and services portfolio and our structures accord- ing to different regional market requirements as well as trends Automotive and chemical industries, refineries, battery manufacturers Solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials Cement and concrete producers, construction companies, craftspeople, builders' merchants Solutions for new building construction, maintenance, repair and renovation of commercial and residential buildings as well as infrastructure Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, medical technology, sanitation and water industry, solar thermal energy and photovoltaics Investments Location Customer industries and applications Brighton, Colorado Gimcheon, South Korea Greenville, Ohio Hamm, Germany Ludwigshafen, Germany Münster, Germany Onoda, Japan Rayong, Thailand Shanghai, China Project Capacity expansion: plant for sealants Capacity expansion: for CellastoⓇ Construction: plant for UltraformⓇ Capacity expansion: resin plant Dahej, India Startup Engineering plastics, biodegradable plastics, standard foams, foam specialties, polyurethanes Concrete admixtures, cement additives, underground construction solutions, flooring systems, sealants, solutions for the protection and repair of concrete, high-performance mortars and grouts, tile-laying systems, exterior insulation and finishing systems, expansion joints, wood protection in our customer industries. We are positioning ourselves to grow profitably and faster than the market. We aim to secure our leading market position in Europe, to profitably expand our position in the North American market and to purposefully extend our activities in the growth regions of Asia, South America, eastern Europe and the Middle East. New business fields such as battery materials play a particu- larly important role here. On September 18, 2017, we signed an agreement with Solvay on the acquisition of Solvay's integrated polyamide business. The aim is to close the transaction in the third quar- ter of 2018 after regulatory approvals have been obtained and the consent of a joint venture partner has been received. The acquisition would complement our engineering plastics portfo- lio and expand our position as a solutions provider for the transportation, construction and consumer goods industries as well as for other industrial applications. We plan to integrate the global polyamide business into the Performance Materials and Monomers divisions. BASF Report 2017 Management's Report 77 The BASF Group business year - Functional Materials & Solutions Products, customers and applications Coatings solutions for automotive applications, technology and system solutions for surface treatments, decorative paints Division Products Construction Chemicals Coatings Performance Materials Automotive and process catalysts Battery materials Precious and base metal services Catalysts Europe ■ EBIT before special items considerably below the 2016 figure due to higher fixed costs On October 31, 2017, a fire occurred during startup of the citral plant in Ludwigshafen, Germany. As a result, we had to declare Force Majeure for all citral- and isoprenol- based aroma ingredients, and consequently for vitamin A, vitamin E and several carotenoid products as well. 1,678 1,510 Income from operations (EBIT) 2 899 917 Amortization and depreciation² 16.6 15.0 % EBITDA margin (6) (10) 2,577 Income from operations before depreciation and amortization (EBITDA) 4 16,027 16,723 Sales including intersegmental transfers 8 469 506 2 3,805 3,896 (5) 2,427 1,932 Special items (99) positive impact on sales. Portfolio measures and negative currency effects in all divisions reduced sales slightly. At €16,217 million, sales to third parties in the Performance Products segment were €659 million above the prior- year figure in 2017 (volumes 5%, prices 1%, portfolio -1%, currencies -1%). This is mainly attributable to volumes growth in all divisions. Higher sales prices in the Care Chemicals and Dispersions & Pigments divisions also had a ■ EBIT before special items decreases by 20% to €1,416 million as a result of lower margins ■ Sales up 4% at €16,217 million, mainly driven by higher volumes Performance Products segment 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 3 Additions to intangible assets and property, plant and equipment 1 Effective January 1, 2017, the Chemicals and Performance Products segments' activities for the electronics industry were merged and allocated to the Performance Products segment as the Electronic Materials global business unit. To facilitate comparability, the relevant figures for 2016 have been adjusted accordingly. (1) 399 (10) 892 800 395 94 Research and development expenses (3) 14,911 14,432 Assets (87) 205 26 EBIT after cost of capital (20) 1,777 1,416 EBIT before special items Investments including acquisitions³ 1,844 7 4,735 2018 Expansion: production plant for dispersions 2017 Expansion: production plant for resins (BasonatⓇ) 2017 Expansion: polyvinylpyrrolidone plant 2017 Construction: polyisobutene plant 2017/2018 Construction: aroma ingredients complex 2017 Expansion: production plant for bismuth vanadate pigments Construction: production plant for vitamin A 2017 Flexibilization: superabsorbent plant Project The BASF Group business year - Performance Products Management's Report 71 Shanghai, China Nanjing, China Ludwigshafen, Germany Besigheim, Germany Kuantan, Malaysia Antwerp, Belgium Location Investments BASF Report 2017 Startup 2020 Construction: production plant for ibuprofen 2021 5,079 6 5,086 5,398 4 15,558 Change in % 2016 2017 16,217 Intersegmental transfers Performance Chemicals Nutrition & Health Care Chemicals Thereof Dispersions & Pigments Sales to third parties BASF Report 2017 Segment data¹ (million €) The BASF Group business year - Performance Products 72 Management's Report 2019 Construction: production plant for plastic additives 2017 Construction: production plant for emollients and waxes 2018 Expansion: polyacrylamide plant 2017 Construction: production plant for bio-acrylamide Income from operations (EBIT) before special items declined by €361 million year-on-year to €1,416 million. This was largely due to lower margins, primarily as a result of higher raw materials prices that could not be fully passed on via sales prices. Compared with 2016, EBIT declined by €168 million to €1,510 million. Special income in the Performance Chemicals division from the transfer of BASF's leather chemicals business to the Stahl group only partially compensated for the margin-related decline in earnings. 1234 For the Outlook for 2018, see page 123 Management's Report 73 Portfolio (1%) Prices 2% Volumes In the Performance Chemicals division, sales to third parties rose by €91 million to €3,896 million compared with 2016. This was due to higher sales volumes in all regions and businesses. Volumes growth led to higher sales, especially in the lubricant and mineral oil additive businesses as well as in plastic additives. Sales were also positively impacted by the recovery of the markets for oilfield and mining chemicals. Lower sales prices, particularly in Asia and South America, negative currency effects and the transfer of BASF's leather chemicals business to the Stahl group reduced sales. Considerable decline in EBIT before special items due to lower margins ■ ■ Sales growth of 2% to €3,896 million from higher volumes Performance Chemicals Nutrition & Health - Factors influencing sales Sales to third parties in 2017 declined by €88 million to €1,844 million in the Nutrition & Health division. This was primarily attributable to portfolio effects. Sales were also reduced by slightly lower sales prices, especially for vitamins, as well as negative currency effects. Higher volumes in almost all business areas had an offsetting effect. (5%) 706 ■ Nutrition & Health BASF Report 2017 The BASF Group business year - Performance Products 74 Management's Report In November 2017, we completed the technical retrofitting of the superabsorbent plant at the site in Antwerp, Belgium, where the superabsorbent products SavivaⓇ and HySorbⓇ can be produced. EBIT before special items declined considerably compared with 2016. This was mainly due to the ongoing pressure on margins for superabsorbents and lower margins for oleo- chemical surfactants. Fixed costs increased slightly as a result of additional maintenance costs and higher production volumes. Special charges were predominantly attributable to restructuring measures in North America. Despite the rise in sales and volumes, EBIT before special items declined considerably compared with 2016. This was mainly due to lower margins as a result of the oil price-related increase in raw materials prices as well as slightly higher fixed costs. 2 31% 6% €5,398 million 3 Sales decline 5% to €1,844 million, primarily as a result of divestitures 24% Currencies Sales EBIT before special items declined considerably compared with 2016. This was mainly due to higher fixed costs from the gradual startup of our new aroma ingredients complex in Kuantan, Malaysia, as well as the expansion of capacities at our ibuprofen production facility in Bishop, Texas. Earnings were also reduced by lower margins, especially for vitamins. 2 4 Performance Chemicals - Sales by region (Location of customer) 3 €1,844 million 18% 30% 11% South America, Africa, Middle East Asia Pacific North America 41% 2% (1%) (1%) Currencies Sales (2%) Portfolio (1%) Prices 6% Volumes Performance Chemicals - Factors influencing sales 1234 Europe (Location of customer) Nutrition & Health - Sales by region (5%) 4 1 39% South America, Africa, Middle East 6% Volumes Dispersions & Pigments - Factors influencing sales 7% (1%) Currencies Sales 0% 3% Prices Portfolio 5% Volumes Care Chemicals - Factors influencing sales Prices Sales rose in all regions, buoyed by strong demand. Higher volumes led to sales growth in Europe in particular. Considerable decline in EBIT before special items attributable to lower margins ■ ■ 7% increase in sales to €5,079 million largely due to volumes growth Care Chemicals This divestiture reduced sales in the additives business; sales increased in all other business areas. Our sales volumes rose in all business areas, particularly in the dispersions and electronic materials businesses. Sales prices in the dispersions business increased on the back of higher raw materials prices. In the remaining business areas, particularly electronic materials and pigments, sales prices were pushed down by stronger market competition. Sales to third parties in the Dispersions & Pigments division amounted to €5,398 million, up €312 million from the previous year. This positive development was driven by volumes growth and higher sales prices in the dispersions business. Portfolio and currency effects were slightly negative overall. The acqui- sition of Rolic AG, Allschwil, Switzerland, in February 2017, had a positive impact on sales, while the divestiture of the photoinitiator business in August 2016 had a dampening effect. EBIT before special items considerably below prior-year level, mainly due to lower margins Higher volumes and prices lift sales by 6% year-on-year to €5,398 million ■ ■ Dispersions & Pigments The BASF Group business year - Performance Products In the Care Chemicals division, sales to third parties rose by €344 million to €5,079 million in 2017. This was predomi- nantly the result of higher sales volumes, particularly in the hygiene business and of ingredients for the detergents and cleaners industries as well as for the cosmetics industry. Price increases on the back of higher raw materials prices, especially for oleochemical surfactants and fatty alcohols, also had a positive effect on sales. Currency effects reduced sales slightly. 2% Care Chemicals - Sales by region (Location of customer) 4 Asia Pacific North America Europe -234 4 Dispersions & Pigments - Sales by region (Location of customer) 2 10% 4 South America, Africa, Middle East 18% Asia Pacific 3 1 €5,079 million 6% Sales 22% North America 2 3 50% Europe (1%) Currencies 1 (1%) Portfolio BASF Report 2017 707 (30) 1,545 20% Currencies (1%) Sales 22% Coatings - Sales by region (Location of customer) 4 Portfolio 1 39% 1 2 North America 3 Asia Pacific 22% 24% 3 €3,969 million 4 Europe (1%) Prices 4% Coatings ■ Sales growth of 22% to €3,969 million from Chemetall acquisition and higher volumes EBIT before special items considerably below prior-year figure due to higher fixed costs and lower margins In the Coatings division, sales to third parties in 2017 grew by €720 million to €3,969 million, mainly as a result of the Che- metall business acquired in December 2016. We increased sales volumes in Asia and Europe in particular. Sales were reduced by negative currency effects, especially in Asia and North America, as well as slightly lower prices. Sales of automotive OEM coatings increased thanks to higher volumes in all regions. We recorded slight sales growth in the automotive refinish coatings business, as we were able to more than offset the negative currency effects with higher sales volumes and the acquisition of Guangdong Yinfan Chemistry, Jiangmen, China, in September 2016. In the deco- rative paints business in Brazil, sales were up slightly on the prior-year figure: currency effects and slight price increases had a positive impact, while demand declined slightly. Construction Chemicals - Factors influencing sales Volumes 2% Prices 0% Portfolio 4% Currencies (3%) Sales 3% Coatings - Factors influencing sales Volumes South America, Africa, Middle East EBIT before special items was considerably below the 2016 figure, primarily as a result of higher raw materials prices. Special charges mainly arose in connection with the acquisi- tion of the western European building material business for professional users from the Henkel group. 15% The BASF Group business year - Functional Materials & Solutions 1 Europe 48% 3 1 2 North America 21% 4 €7,706 million Asia Pacific 28% 4 South America, Africa, Middle East 3% 2 EBIT before special items was considerably below the prior- year figure. This was mainly attributable to lower margins: The increase in raw materials prices could only be partially offset by the higher sales prices. Earnings were also reduced by higher production costs from the startup of new plants. EBIT before special items in the previous year also included positive one-off effects from insurance payments and the release of provisions. 0 3 Performance Materials - Sales by region (Location of customer) Portfolio 12% BASF Report 2017 EBIT before special items in the Coatings division declined considerably. The Chemetall business made a positive contri- bution to earnings but was unable to compensate for the decline in the businesses not affected by the portfolio measures. The decrease in the latter was mainly due to higher fixed costs and lower margins as a result of the increase in raw materials prices. Special charges arose from the integration of the Chemetall business and the restructuring in connection with the divestiture of the industrial coatings business, which was completed in December 2016 and led to special income in the prior year. In November 2017, we inaugurated a new large-scale automotive coatings plant at the Caojing site in Shanghai, China, to complement our existing automotive coatings plant there. We also inaugurated a production facility for automotive OEM coatings in Bangpoo, Thailand. With the expansion, we aim to even better serve the growing automobile market in Asia Pacific, especially in China. Performance Materials ■ Sales growth of 12% to €7,706 million mainly due to price developments Considerable decrease in EBIT before special items, primarily as a result of lower margins The Performance Materials division increased sales to third parties by €818 million to €7,706 million in 2017. This was largely thanks to price increases on the back of a significant rise in raw materials prices. Higher sales volumes to the auto- motive, consumer goods and construction industries also contributed to sales growth, while currency effects had a negative impact. There was strong growth in sales to the automotive indus- try in Europe and Asia in particular thanks to higher prices and greater demand for polyurethane systems and engineering plastics. The increase in sales volumes in North and South America also contributed to the positive sales development. In the consumer goods industry, sales were likewise up significantly year-on-year, mainly as a result of higher volumes in Asia and Europe. We recorded volumes growth, particularly in our businesses with polyurethane systems, thermoplastic polyurethanes and biopolymers. Significantly higher prices in the polyurethane systems business also had a positive effect. Sales to the construction sector grew, mainly as a result of the significant increase in sales prices for polyurethane sys- tems and styrene foams in Europe and Asia. Higher volumes in all regions also boosted sales. Performance Materials - Factors influencing sales Volumes Prices 6% 7% 0% Currencies Sales (1%) 80 Management's Report The aforementioned acquisition of the construction chemicals business and higher volumes led to sales growth in Europe. In North America, the acquisition of Thermotek only partially compensated for declining volumes and negative currency effects. Sales in Asia rose year-on-year due to vol- umes growth. In the region South America, Africa, Middle East, sales decreased as a result of negative currency effects and slightly lower volumes and prices. Demand in the Middle East in particular did not meet our expectations. EBIT before special items Considerable decline in EBIT before special items due to increase in raw materials prices ■ EBIT before special items down 17% to €1,617 million due to lower margins and rising fixed costs In the Functional Materials & Solutions segment, sales to third parties increased by €2,013 million to €20,745 million. This was due to higher prices and volumes as well as the Chemetall business, which was acquired from Albemarle in December 2016; sales were slightly reduced by currency effects (volumes 4%, prices 5%, portfolio 3%, currencies -1%). The volumes growth was largely attributable to higher demand for our products for the automotive and construction industries. At €1,617 million, income from operations (EBIT) before special items was down €329 million on the 2016 figure, primarily due to lower margins and higher fixed costs. Special charges in 2017 mainly related to integration costs in connec- tion with the Chemetall acquisition as well as the acquisition of the western European building material business for profes- sional users from the Henkel group. In 2016, special income arose from the divestiture of the industrial coatings busi- ness in the Coatings division. EBIT declined by €654 million to €1,545 million in 2017. Sales increase of 6% to €6,658 million largely driven by higher prices Considerable improvement in EBIT before special items, mainly from volumes growth Sales to third parties in the Catalysts division rose by €395 mil- lion to €6,658 million in 2017. This was primarily due to higher sales prices on the back of an increase in precious metal prices and increased volumes of mobile emissions catalysts. Currency effects and the divestiture of the polyolefin catalysts business in June 2016 had a negative impact on sales. We increased sales volumes for battery materials and chemical catalysts, while volumes declined in the refining catalysts business. In precious metal trading, sales rose by €182 million to €2,518 million. Higher prices more than offset the decline in volumes. ■ Catalysts - Factors influencing sales 1% Prices 8% Portfolio (1%) Currencies (2%) Sales Volumes ■ Sales growth of 11% to €20,745 million, mainly from higher prices and volumes Functional Materials & Solutions segment 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment In the Construction Chemicals division, sales to third parties rose by €80 million as against the previous year to €2,412 mil- lion. This was partly attributable to the acquisition of the Henkel group's western European building material business for pro- fessional users in early 2017, as well as the acquisition of the waterproofing systems supplier Grupo Thermotek, Monterrey, Mexico, in September 2017. We also increased our sales vol- umes. Overall, prices remained on a level with the previous year. 2,199 (72) 253 1,617 1,946 (17) (190) 813 17,364 1,056 17,359 3,679 431 0 (71) 393 10 Research and development expenses 6% For the Outlook for 2018, see page 123 Catalysts Management's Report 79 2 North America 30% 3 €2,412 million 3 Asia Pacific South America, Africa, Middle East 7% 4 South America, Africa, Middle East 13% 2 2 We considerably increased EBIT before special items year-on- year, mainly thanks to higher sales volumes. Construction Chemicals BASF Report 2017 ■ ■ Sales up 3% year-on-year at €2,412 million as a result of acquisitions and higher volumes 1 1 19% 38% The BASF Group business year - Functional Materials & Solutions 1234 (Location of customer) Europe Construction Chemicals - Sales by region 4 (Location of customer) 4 39% Catalysts - Sales by region North America Europe 30% €6,658 million Asia Pacific 24% T 3 1 160 Declaration of Conformity Pursuant to Section 161 AktG 167 Declaration of Corporate Governance Report of the Supervisory Board BASF Report 2018 6 166 We create chemistry Management and Supervisory Boards Compensation Report 142 140 Compliance 132 Corporate Governance Corporate Governance Report 131 355 146 90 You can find more information online. For more information, see page 22 Glossary ☐☐ The content of this section is voluntary, unaudited information, which was critically read by the auditor. ( ) The content of this section is not part of the statutory audit of the annual financial statements but has undergone a separate audit with limited assurance by our auditor. ☐ You can find more information in this report. The following symbols indicate important information: Further information This integrated report documents BASF's economic, environmental and social performance in 2018. We use examples to illustrate how sustainability contributes to BASF's long-term success and how we as a company create value for our customers, employees, share- holders, business partners, neighbors and the public. Integrated reporting [About This Report] How we create value - an overview of BASF's business model based on the IIRC framework 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 285 284 280 279 5 Supplementary Information Oil and Gas Business 3 1 Ten-Year Summary 181 Statement of Cash Flows 11 179 Balance Sheet 8 Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE BASF on the Capital Market 177 Statement of Income and Expense Recognized in Equity 12 7 176 Statement of Income 170 Independent Auditor's Report The BASF Report online 169 Statement by the Board of Executive Directors 168 Consolidated Financial Statements To Our Shareholders Statement of Equity 182 Notes Overviews 6 117 90 Responsible Conduct Along the Value Chain Forecast 41 The BASF Group's Business Year. 25 Our Strategy 270 269 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business 18 16 15 The BASF Group Overview Management's Report 5 2 183 Trademarks HTML version with additional features: basf.com/report BASF Group's scope of consolidation for its financial reporting com- prises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated material subsidiaries and proportion- ally included joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements and are thus not included in the scope of consolidation. ■ Integrated BASF Report serves as U.N. Global Compact progress report 8 12 BASF on the Capital Market 11 The Board of Executive Directors of BASF SE the Board of Executive Directors Letter from the Chairman of Share- holders To Our About This Report 1 60 BASF Report 2018 This report contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward- looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such risk factors include those discussed in Opportunities and Risks on pages 123 to 130. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. Forward-looking statements and forecasts A report on the substantive audit of the NFS can be found at basf.com/nfs-audit-2018 A report on the sustainability information in the BASF Report 2018 can be found at basf.com/sustainability_information The Independent Auditor's Report can be found on page 170 KPMG also conducted a substantive audit with limited assurance of the nonfinancial statement (NFS). dance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. The additional content provided on the BASF internet sites indicated in this report is not part of the information audited by KPMG. Chapter 1 pages 7-14 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors 3 Corporate Governance "One of our targets is to generate sales of around €22 billion with Accelerator products by 2025." "We want to achieve CO2-neutral growth until 2030 and keep our greenhouse gas emissions flat at the 2018 level." "We further developed our strategy in 2018. Our strategy focuses on growth." 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors About This Report 8 BASF Report 2018 How do we respond to this? Last year, we already began working intensely on making BASF fit for the future. As part of this, in 2018 we further developed our strategy, However, market conditions will not get any easier for us in 2019. Political and economic risks have grown. The geopolitical tensions and trade conflicts, especially between the United States and China, will continue. We therefore anticipate a slight decline in global economic growth. Global chemical production will however likely grow about as strongly as it did in 2018. We are not satisfied with our business performance in 2018 or with our share price development. We know that we can do more. Looking to the stock market, it is clear that the BASF share price was negatively impacted by the considerable year-on-year decline in earnings as well as the unfavor- able macroeconomic and geopolitical developments. At the end of 2018, our share price was €60.40. Compared with the closing price at the end of the previous year, this represents a decrease of 34%. Moreover, we noticed a significant cooling in our key markets, especially the auto- motive industry, in the second half of the year. In addition, demand from our customers in China decreased considerably. The trade conflict between the United States and China was a factor in this slowdown. What are the reasons for this? Two-thirds of the earnings decline in 2018 can be attributed to the Chemicals segment. Prices for isocyanates fell sharply and cracker margins were lower than expected in all regions. In the second half of the year, low water levels on the Rhine River posed a particular challenge for us. At the Ludwigshafen site, at times we were unable to receive any deliveries of raw materials via inland waterways. Consequently, we were forced to reduce capacity utilization at our plants. This alone reduced our earnings by around €250 million. increase of 2% compared to the previous year. Our EBIT before special items declined to €6.4 billion, down by 17% compared with 2017. Cash flows from operating activi- ties amounted to €7.9 billion, down 10% year on year, while free cash flow was €4.0 billion, compared with €4.8 billion in the prior year. Taking a look at our 2018 financial figures, it is evident that we did not reach our earnings targets. We reported sales of €62.7 billion in 2018. This represents an I am very happy to have my first opportunity as Chairman of the Board of Executive Directors of BASF SE and BASF's Chief Technology Officer to present to you our annual report. I feel grateful and motivated to take on these new responsibilities, since I have loved working for this company for the past three decades. We have answers to the challenges facing society, whether it be climate change, urbanization or mobility. Every day I get to see how great our team is and how passionate they are about innovations based on chemistry. Our ambition is clear: We want BASF to remain the world's leading company in the chemical industry. We want to be the first choice of our customers and impress them again and again. Dear shareholder, 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements Statements and figures pertaining to sustainability in the Manage- ment's Report and Consolidated Financial Statements are also audited. The audit with limited assurance was conducted in accor- Content and structure Our reporting is audited by a third party. KPMG AG Wirtschaftsprü- fungsgesellschaft has audited the BASF Group Consolidated Finan- cial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements including the Notes is based on the likewise audited financial statements of the BASF Group companies. The list of shares held can be found at basf.com/en/corporate governance The detailed GRI and Global Compact Index can be found in the online report. It provides an overview of all relevant information to fulfill the GRI indicators, as well as how we contribute to the United Nations' Sustainable Development Goals (SDGs) and the principles of the U.N. Global Compact. The results of the limited assurance audit of this information can also be found here in the form of a report issued by KPMG AG Wirtschaftsprüfungsgesellschaft. PARTICIPANT BASF GRI GOLD Community LEAD Global Compact COMPACT UN GLOBAL The information on the financial position and performance of the BASF Group comply with the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code, German Accounting Standards (GAS) and the guidelines on alternative performance measures from the European Securities and Markets Authority (ESMA). Internal control mecha- nisms ensure the reliability of the information presented in this report. BASF's management confirmed the effectiveness of the internal control measures and compliance with the regulations for financial reporting. COMPACT WE SUPPORT receive inspiration for enhancing our reporting. This report address- es elements of the IIRC framework by, for example, providing an illustrative overview of how we create value or demonstrating the relationships between financial and nonfinancial performance in the sections on the segments. The information in the BASF Report 2018 also serves as a progress report on BASF's implementation of the 10 principles of the United Nations' Global Compact and takes into consideration the Blueprint for Corporate Sustainability Leadership of the Global Compact LEAD platform. PDF version available for download: basf.com/basf_report_2018.pdf integrated reporting with other stakeholders and at the same time, We have been active in the International Integrated Reporting Council (IIRC) since 2014 in order to discuss our experiences of Our sustainability reporting has been based on Global Reporting Initiative (GRI) standards since 2003 and, since the BASF Report 2017, the "Comprehensive" option of the new Global Reporting Initiative standards. We select the report's topics based on the following reporting prin- ciples: Materiality, sustainability context, completeness, balance and stakeholder inclusion. In addition to our integrated report, we publish further information online. Links to this supplementary information are provided in each section. The BASF Report combines the major financial and nonfinancial information necessary to thoroughly evaluate our performance. ■ Financial reporting according to International Financial Reporting Standards (IFRS), the German Commercial Code and German Accounting Standards (GAS) ■ Sustainability reporting based on Global Reporting Initiative (GRI) standards UN GLOBAL BASF Report 2018 5 About This Report The Consolidated Financial Statements begin on page 168 For more information on companies accounted for in the Consolidated Financial Statements, see the Notes from page 183 onward Our data collection methods for environmental protection and occu- pational safety are based on the recommendations of the Interna- tional Council of Chemical Associations (ICCA) and the European Chemical Industry Council (CEFIC). In the section "Environmental Protection, Health and Safety," we report all data including informa- tion on the emissions and waste of the worldwide production sites of BASF SE, its subsidiaries, and joint operations based on our interest. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management, are compiled worldwide regardless of our interest and reported in full. The assets and businesses acquired from Bayer are not yet included in reporting on environmental protection, health and safety in 2018. Unless otherwise indicated, further data on social responsibility and transportation safety refers to BASF SE and its consolidated subsidiaries. The section "Employees" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2018. 4 All information and bases for calculation in this report are founded on national and international standards for financial and sustain- ability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. The reporting period is the 2018 business year. Relevant information is included up to the editorial deadline of February 20, 2019. The report is published each year in English and German. ■Report published each year in English and German ■ Relevant information included up to the editorial deadline of February 20, 2019 Data For more information on our control and risk management system, see page 123 onward For a visualization of BASF's business model based on the IIRC framework, see "How we create value" on page 22 The GRI and Global Compact Index can be found at basf.com/en/gri-gc For more information on the Global Reporting Initiative, see globalreporting.org For more information on the Global Compact, see globalcompact.org and basf.com/en/global-compact For more information on our selection of sustainability topics, see page 36 onward and basf.com/materiality The 2018 BASF Online Report can be found at basf.com/report Material topics along the value chain, which we identified in internal strategic discussion processes, ongoing global data analysis and dialog with shareholders, form the focal points of reporting and define the limits of this report. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders External audit and evaluation 5 234 on each colored chapter divider 6.62 5.12 € Earnings per share Page 60 (22.6%) 6,078 4,707 million € (22.7%) Net income special items 2018 3,386 EBIT before (71.6%) 2,902 825 million € EBIT after cost of capital' 2018 | 16,501 2017 | 16,331 2017 4,233 (20.5%) Assets 86,556 2,028 Research and development expenses¹ 0.5% 10,610 6.0% 115,490 122,404 10,659 million € Personnel expenses million € Employees at year-end 2017 2018 million € 146.0% 4,364 10,735 Investments including acquisitions² 9.9% 78,768 +/- 7,587 6,033 million € 2017 2018 Segment data Key data BASF Group 2018 at a glance LABmaster sp BASF 938 We create de +/- D-BAS KAPRES Petrischalen We create chemistry Q-BASF L and social performance Economic, environmental BASF Report 2018 no 4 Sales¹ million € 62,675 EBIT1 Sales (16.9%) 7,645 6,353 million € EBIT before special items¹ million € Chemicals (14.9%) 10,765 9,166 million € EBITDA1 (11.7%) 10,738 9,481 million € EBITDA before special items¹ 2.4% 61,223 1,843 10.0% million € Greenhouse gas million € 2018 | 15,812 2017 | 16,217 Sales Performance Products 2 Additions to intangible assets and property, plant and equipment 1 Restated figures; for more information, see the Notes to the Consolidated Financial Statements from page 200 onward (16.7%) 120 100 EBIT before special items Page 74 million € 1,307■ 2018 2017 1,617 EBIT before special items 18.4% 10 BASF Report 2018 Martin Brudermüller Master Bedenüller Number of on-site sustainability audits of raw material suppliers M Page 67 2018 1,376■ Detailed tables of contents can be found Contents For more information on battery materials, see page 33 and from page 74 onward Globally, BASF is conducting research on innovative cathode materials that make electromobility a reality. BASF's innovations for high-performance lithium-ion batteries can help double the real range of a mid-size car from 300 to 600 kilometers by 2025 and significantly reduce the charging time of electric vehicles. The photo shows a dry room at the research and development center in Ludwigshafen, Germany, where BASF is working on cathode materials for lithium-ion batteries and components for next- generation batteries such as solid-state batteries. On the cover: Business success tomorrow means creating value for the environ- ment, society and business. Our innovations contribute to a sustain- able future. We support our customers in being more sustainable through our solutions and create new business opportunities that reinforce our customer relationships and attract new customers. In this way, we also contribute to achieving the U.N. Sustainable Development Goals (SDGs), which were adopted by the United Nations as globally recognized economic, environmental and social objectives. Chemistry for a sustainable future sustainability reporting to inform shareholders, employees and the interested public about the 2018 business year. Our integrated corporate report combines financial and to BASF Welcome Page 80 2018 2017 1,033■ EBIT before special items 734■ 2017 | 5,696 2018 | 6,156 million € Sales Agricultural Solutions 2017 1,416 Yours, About This Report I am certain that BASF will remain the leading global company in this industry. The entire team at BASF is working together to ensure this. This is our ambition. Dear shareholders, I am glad that you are accompanying us on this journey. 2019 will be an exceptionally demanding year of transformation politically and strategically. It will be a year in which we make BASF more agile, flexible and customer-focused with our strategy. At the same time, we will maintain a balance: We will introduce structural changes and keep what works, we will achieve cost savings and invest in the future. We want to implement our internal changes by the end of 2019. This will require focus, energy and strength - and these are all things we have. Our strategy focuses on growth: We want to grow profitably and sustainably. We invest where we see opportunities for growth. At the same time, we will continue to rigorously reduce costs wherever it makes sense. In everything that we do, we are guided by these questions: How can we create more value for our customers, for society and thus for our shareholders? How can we better meet the expectations of our customers? which we presented in November. The measures we have identified will also put us in a good position to face stronger headwinds. 277 Investments in environmental protection product/MWh production processes 2018 | 21,435 2017 | 20,745 (3.7%) 625 We are driven by our purpose: We create chemistry for a sustainable future. We are convinced that we will only be successful in the long term if we create value for society and our innovations address all three dimensions of sustainability: the economic, environmental and social aspects. This is why we have also set ourselves nonfinancial targets in addition to our financial targets. 602 Sales of CO2 equivalents emissions million € Functional Materials & Solutions (3.5%) 22.6 21.8 million metric tons kilograms of sales Sustainability is very important to us. We are therefore aiming for CO2-neutral growth until 2030, keeping our greenhouse gas emissions flat at the 2018 level. This is very ambitious since we have already reduced our absolute emissions by half since 1990 while our production volume has doubled over the same period. Most of the potential for optimization has already been exploited. We are therefore developing new lower-carbon technologies as part of our Carbon Management Program. Another BASF targets is to generate sales of around €22 billion with Accelerator products by 2025. These are innovative products that make a decisive contribution to sustainability in the value chain. As part of our commitment to sustainability, we are involved in the U.N. Global Compact and we support the U.N. Sustainable Develop- ment Goals (SDGs). BASF is a founding member of the Responsible Cobalt Initiative and the World Economic Forum's Global Battery Alliance. In these initiatives, launched in 2017, companies and international organizations such as the OECD and UNICEF are joining forces to tackle the challenges in the battery materials supply chain. With our ChemCycling project, we want to take plastic waste which cannot be mechanically recycled and use it as a feedstock. This will reduce our consumption of economically, BASF's success is the result of its employees and their outstanding efforts and commitment to the company. For this excellent team performance and dedication to BASF, I want to thank all employees on behalf of the Board of Executive Directors. share. The BASF share would thus offer a dividend yield of 5.3% based on the 2018 year-end share price. In total, we plan to pay out €2.9 billion to our shareholders. Meeting that the dividend for the 2018 business year be raised by €0.10 to €3.20 per We stand by our ambitious dividend policy and propose to the Annual Shareholders' What financial targets have we set for ourselves in our new strategy? We want to grow profitably and faster than the market. We are targeting an increase in BASF's EBITDA before special items of 3% to 5% annually and a return on capital employed (ROCE) well above the cost of capital percentage every year. For our shareholders, we want to deliver above-average value compared with the chemical industry and increase our dividend per share each year. In January 2019, we signed a memorandum of understanding with India's Adani Group regarding a major investment in the acrylics value chain in India. This would not only expand our footprint in a fast-growing market. The production facility at Mundra port would also be our first CO2-neutral site, operated with 100% renewable energy. The Verbund remains at the heart of our portfolio. Our new strategy will continue to utilize the advantages the Verbund offers and we will make it even stronger. Our investments in our future will therefore focus primarily on our own plants in growth markets. With our major investment project in the southern Chinese province of Guangdong, we plan to build a new BASF Verbund site in the world's largest chemical market. We signed an agreement with the provincial government at the beginning of 2019. We estimate a total investment of around $10 billion to complete the project, which will be wholly owned by BASF. "We have the right strategy, the skills and the passion necessary to make BASF fit for the future." "Our new strategy capitalizes on the advantages of our Verbund and we will make the Verbund even stronger." 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 2 Management's Report Letter from the Chairman of the Board of Executive Directors 1 To Our Shareholders About This Report O BASF Report 2018 We are also further developing our portfolio with innovations as well as investments and, where appropriate and necessary, with targeted acquisitions and divestitures. Our aim is to position each of our businesses so that it can successfully hold its own against the competition. For example, in 2018 we completed the purchase of signifi- cant parts of Bayer's crop protection and seed business. We are now the world's fourth-largest producer of crop protection products and seeds - and we are just as good and ambitious as our competitors. This transaction has given us new capacity for innovation and economies of scale. As a scientist, again and again I am inspired by the creativity and ideas of our employ- ees. We have a unique wealth of skills, innovative strength and resources that have made BASF the world's leading chemical company. Nevertheless, we want to improve even more and increase our sales of innovations. This includes work on breakthrough innovations, the development of new innovation strategies and structures that bring our employees in research and development closer to our markets and customers. In our new strategy, we have identified additional priorities: operational excellence, digitalization, innovation, portfolio management and employees. In each of these action areas we want to raise the bar and be the pacesetter in our industry. BASF is known for the safe and reliable operation of chemical plants. Through operational excellence, we want to become even stronger and be a leading plant operator. To achieve this, we are investing €400 million per year - more than ever before - to optimize our plants. Furthermore, we plan to digitalize 350 production facilities by 2022. We are accelerating BASF's digital transformation and strengthening our digital competencies. This means we will become faster, more efficient and more effective. This is our vision of internal collaboration aimed at benefiting our customers. With simpler and more flexible processes and more agile structures, we will be even better able to meet our customers' expectations. To accomplish this, we will also be making some organizational changes. This means that many employees from the central units will move to the divisions to work even closer to our customers. fossil resources. We strive to be a pioneer in sustainability in the chemical industry. After all, sustainability is also a key growth area for BASF, where we want to systemat- ically utilize our opportunities. We have the right strategy, the skills and the passion necessary to make BASF fit for the future. And that is why I am optimistic. Energy efficiency in 100 1 To Our Shareholders Furthermore, our training center at the Ludwigshafen site in Ger- many has offered continuous further education on diverse safety and security topics for employees and contractors since 2010. Some 18,000 participants received training there in 2018. In addition to the legally required briefings, we also held training courses on safe procedures in 2018 to strengthen risk awareness among our employees and contractors and prevent work-related accidents. A new global tool was launched in mid-2018 to help employ- ees detect threats faster and better assess the risks involved. Our new, global requirement on key safety-related workflows emphasizes risk-conscious, safe working practices. A stan- dardized risk matrix was adopted in 2018 to be able to deter- mine and assess the hazard potential of incidents consistently across the company. We introduced new indicators such as checking work permits on-site to identify trends at an early stage. Around the world, employees and experts regularly share their insights and learnings, including - since 2018- in short keynote talks. Global dialog improves risk awareness 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements In 2018, 0.3 work-related accidents per 200,000 working hours¹ occurred at BASF sites worldwide. The proportion of chemical-relat- ed accidents rose slightly to 6% (2017: 5%). Unfortunately, there were three fatal work-related accidents in 2018 (2017: 2). BASF is working together with the authorities to analyze the incidents in depth and is using the findings to derive appropriate measures. 3 Corporate Governance 1 To Our Shareholders About This Report 96 96 BASF Report 2018 1 Hours worked by BASF employees, temporary employees and contractors. Our previous goal was to reduce the worldwide lost-time injury rate per one million working hours (BASF and temporary employees) to 0.5 at most by 2025. 2 Management's Report Safety in production In February 2018, one employee died from injuries sustained in fall- ing from a tank container at the Antwerp site in Belgium. Measures to prevent such accidents were taken following the incident. For example, existing training was updated to make working at heights an even greater focus. One employee of a contractor died during loading work at the Flotzgrün landfill site near Ludwigshafen, Ger- many, in February 2018. He became trapped during work with a construction vehicle. In November, one employee of a contractor died from injuries sustained after being struck by a falling sliding door at the Jacareí site in Brazil. In all cases, BASF is supporting the relevant authorities in their investigations into the circumstances and causes of the accidents. We use the findings of investigations into accidents to take appropriate measures to prevent these from hap- pening again. For more information on occupational safety, see basf.com/occupational_safety BASF Report 2018 1 Hours worked by BASF employees, temporary employees and contractors. We previously reported on the number of lost-time injuries per one million working hours worldwide (BASF and temporary employees). In 2017, 1.4 work-related accidents per one million working hours occurred at BASF sites worldwide. The rate of work-related accidents for contractors was 1.4 per one million working hours in 2017. The 2017 figure has been adjusted due to updated data. Under the updated indicator definition, the rate of work-related accidents for 2017 would have been 0.3 per 200,000 working hours. 2 Hours worked by BASF employees, temporary employees and contractors. Our previous goal of reducing process safety incidents to a rate of no more than 0.5 per one million working hours (BASF and temporary employees) by 2025 largely followed the definition set by the European Chemical Industry Council (CEFIC). In 2017, the process safety incident rate per one million working hours was 2.0. Effectively reducing process safety incidents starts with knowing the potential risks. Around the world, we promote initiatives to discuss incidents and their causes, as well as to sensitize others to potential safety risks. In North America, for example, a key priority in 2018 was detecting all leaks. At the Ludwigshafen site in Germany and at other European sites, the focus was on sharing measures to improve measures. In 2018, we adapted our reporting on accidents and process safety incidents to the recommendations of the International Council of Chemical Associations (ICCA), the European Chemical Industry Council (CEFIC) and the German Chemicals Industry Association (VCI). We now apply stricter reporting thresholds and use the num- ber of process safety incidents per 200,000 working hours as a key performance indicator. We have set ourselves the goal of reducing process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025. In 2018, we recorded 0.3 process safety incidents per 200,000 working hours² worldwide. We pursue continual improvement by investigating every incident in detail, analyzing root causes and using the findings to derive suitable ≤0.1 process safety incidents per 200,000 working hours Reduction of worldwide 2025 target In order to maintain the highest level of safety at our plants across their entire life cycle, we review the implementation of our protection plans in all facilities at regular intervals and depending on risk poten- tial, as well as the on-time performance of the required safety inspections and any resulting safety-related measures. We regularly update our plants' safety and security concepts in line with changing technologies and as necessary. Our global process safety standards provide the framework for the safe construction and operation of our plants as well as the protec- tion of people and the environment. Our experts have developed a protection plan with the appropriate safety inspections for every plant that considers the key aspects of safety, health and environ- mental protection from conception to startup and stipulates specific protection measures. Process safety is a core part of safe, effective and thus future-proof production. We meet high safety standards in the planning, con- struction and operation of our plants around the world. These meet and, in some cases, go beyond local legal requirements. ■ Global initiatives to reduce process safety incidents ■ Network of experts and global training methods foster dialog ■ Regular review of plant protection plans and performance of safety inspections and safety-related measures Process safety To prevent work-related accidents, we encourage and promote risk-conscious behavior and safe working practices for every indi- vidual, learning from incidents and regular exchange of experiences (see box on page 97). We are constantly refining and enhancing our requirements. 97 ≤0.1 Reduction of worldwide Strategy For occupational and process safety as well as health and environmental protection and corporate security, we rely on comprehensive preventive measures and expect the cooper- ation of all employees and contractors. Our global safety and security concepts serve to protect our employees, contrac- tors and neighbors as well as to prevent property and envi- ronmental damage and protect information and company assets. CUSTOMERS BASF SUPPLIERS Safety in production] ■ Global safety standards 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 2 Management's Report Safety in production 1 To Our Shareholders About This Report 95 95 4 Consolidated Financial Statements ■ Strengthening risk awareness ■ Comprehensive incident analyses and global experience and information exchange The safety of our employees, contractors, neighbors and protecting the environment is our top priority. This is why we have set ourselves ambitious goals for occupational and process safety as well as health protection. 2025 target We have adapted our incident reporting and goals to the recom- mendations of the International Council of Chemical Associations (ICCA), the European Chemical Industry Council (CEFIC) and the German Chemicals Industry Association (VCI). Our aim is to reduce the worldwide lost-time injury rate to no more than 0.1 per 200,000 working hours by 2025.1 ■ Employees and contractors worldwide instructed on safe behavior ■ New tools and global dialog to prevent work-related accidents Occupational safety For more information on the global safety initiative, see basf.com/global-safety-initiative Our global safety initiative was established in 2008 and plays a key role in the ongoing development of the safety culture. With over 800 activities at 325 sites, the focus of our Global Safety Days was "Understand risk, take action!" in 2018. The aim was to increase risk awareness to identify and eliminate threats before they become a danger - whether at work, on the road or at home. Around 12,000 employees and contractors registered to participate at the Ludwigs- hafen site alone. This involvement and lively discussion make a major contribution to our safety culture. ■ Focus of Global Safety Days: "Understand risk, take action!" Global safety initiative Based on our corporate values, leaders serve as safety role models for our employees. Since July 2018, individual dialogs with experts on environmental protection, health, safety and security have been conducted with newly appointed senior executives to discuss func- tion-specific issues and challenges. By 2022, we will introduce digital solutions and applications at more than 350 of our plants to further increase the safety, security, plan- ning capability and availability of our plants. For example, aug- mented reality solutions will support daily operations by providing direct, fast access to the required information with mobile end devices and apps. Other digital solutions will enable us to perform predictive maintenance or efficiently simulate maintenance and production processes in digital plant models. minimization measures derived from them are an important preven- tion tool. We also promote regular dialog across different sites to strengthen risk awareness among our employees and contractors, to learn from examples of good practice and in this way, continually develop the safety culture. We analyze accidents, incidents and their causes in detail at a global level to learn from these. Hazard analyses and the risk We promote risk awareness for every individual with measures such as systematic hazard assessments, specific and ongoing qualifica- tion measures and global safety initiatives. We stipulate globally mandatory standards for safety, security, and environmental and health protection. A worldwide network of experts supports us in their implementation. As part of our continu- ous improvement process, we regularly monitor progress toward our goals. lost-time injury rate per 200,000 working hours BASF Report 2018 40 1 To Our Shareholders CUSTOMERS BASF SUPPLIERS [Product stewardship] 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements We review the safety of our products from research and development through production and all the way to our cus- tomers' application. We continuously work to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. 3 Corporate Governance 1 To Our Shareholders About This Report 99 BASF Report 2018 We inform business travelers and transferees about appropriate protection measures prior to and during travel in countries with elevated security risks. After any major incident such as a terrorist attack or a natural catastrophe, we can use a standardized global travel tracking system to locate and contact employees in the affected regions. Our worldwide network of information protection officers comprises more than 600 employees. They support the implementation of our uniform requirements and hold events and seminars on secure behaviors. We provided information protection instruction to more than 33,000 participants in 2018. Our standardized Group-wide recommendations for the protection of information and knowledge were expanded to include additional guidance for employees and updated in line with current developments. 2 Management's Report Product stewardship Strategy ■ Global directives with uniformly high standards for product stewardship We are committed to continuously minimizing the negative effects of our products on the environment, health and safety along the value chain - from development to disposal. This commitment to product stewardship is enshrined in our Responsible CareⓇ charter and the initiatives of the International Council of Chemical Associations (ICCA). We also ensure uniformly high standards for product stewardship worldwide. In some cases, we have committed to voluntary initiatives, which go beyond the local legal requirements. About This Report 1 Our updated corporate strategy realigns our goals from 2019 onward; as a result, we will no longer report on the global risk assessment goal. Furthermore, this goal has become obsolete due to the legal requirement to make chemical risk assessment data available worldwide under regulations such as REACH. For more information on our strategy and goals, see page 25 onward. We continue to see a rise in both regulatory requirements for agro- chemicals and the number of additional studies required to obtain or extend approval for crop protection products. Potential risks for people and the environment are carefully assessed and minimized throughout the research, development and registration process for crop protection products. We perform a large number of scientific studies every year to ensure that our products meet the highest safety requirements. We apply the experience we have gathered with REACH to fulfill new legal requirements around the world, such as in South Korea and Turkey. BASF took the industry lead for a significant share of sub- stance registrations in South Korea and submitted all registrations for priority existing chemicals by the July 2018 deadline. BASF has completed the third and final registration phase of the E.U. chemicals regulation, REACH, successfully and on time. All substances produced in annual volumes between one and one hundred metric tons were registered by the deadline of May 31, 2018. Above and beyond this, our REACH activities continue to be determined by E.U. authorities' decisions on additional studies in connection with the evaluation of submitted dossiers. BASF is also obligated to continuously update the registration dossiers it has submitted. ■ Final registration phase of REACH successfully completed REACH and other chemical regulations >99% Risk assessment of products that we sell in quantities of more than one metric ton per year 2020 target¹ By 2020, we will conduct risk assessments for more than 99% of the substances and mixtures sold by BASF worldwide in quantities of more than one metric ton per year. We reached 91% of this goal in 2018 (2017: 76.2%).1 The risk associated with using a substance is determined by the combination of its hazardous properties and its potential exposure to people and the environment. Global target For more information on GPS, see basf.com/en/gps Our risk assessment goals support the implementation of initiatives such as the Global Product Strategy (GPS) of the ICCA. GPS is establishing worldwide standards and best practices to improve the safety management of chemical substances. In addition, we are also involved in initiatives such as workshops and training seminars in developing countries and emerging markets, including in China and the Philippines in 2018. In order to facilitate public access to information, we are involved in the ICCA online portal that provides more than 4,500 GPS safety summaries. We provide extensive information on all our chemical sales products to our customers with safety data sheets in around 40 languages. This is achieved with the help of a global data base in which we maintain and evaluate continuously updated environmental, health and safety data for our substances and products. Our global emer- gency hotline network provides information around the clock. We train and support our customers in fulfilling their industry or applica- tion-specific product requirements. In associations and together with other manufacturers, BASF is pushing for the establishment of voluntary global commitments to prevent the misuse of chemicals. Around the world, we work to sensitize all employees about protect- ing information and know-how. For example, we further strength- ened our employees' awareness of risks in 2018 with training, case studies and interactive offerings. We have defined mandatory information protection requirements to ensure compliance with our processes for protecting sensitive information and perform audits to monitor this. About This Report For more information on security, see basf.com/corporate-security and addressing in depth the issue of cybersecurity. BASF has a comprehensive program in place to continually improve its ability to prevent, detect and react to cybersecurity incidents. By establishing a global Cyber Security Defense Center, BASF significantly expand- ed the availability of its cybersecurity experts to ensure around-the- clock protection. We cooperate closely with a global network of experts and partners to ensure that we can protect ourselves against cyberattacks as far as possible. In 2018, we therefore expanded our IT security certification according to ISO 27001, which was introduced in 2008. Health Performance Index Maximum score 1.0 Health protection Annual target¹ We measure our performance in health protection using the Health Performance Index (HPI). The HPI comprises five components: recognized occupational diseases, medical emergency prepared- ness, first aid, preventive medicine and health promotion. Each component contributes a maximum of 0.2 to the total score. The highest possible score is 1.0. Our goal is to reach a value of more than 0.9 every year. With an HPI of 0.96, we once again reached the ambitious goal of exceeding 0.9 each year in 2018 (2017: 0.97).1 Our global corporate health management serves to promote and maintain the health and productivity of our employees. Our world- wide standards for occupational health are specified in a directive that is implemented by a global network of experts. This was once again supported by numerous emergency drills and health promo- tion measures in 2018. ■ Global standards for corporate health management ■ 2018 Global Health Campaign "Life. Saving. Heroes." focuses on cardiopulmonary resuscitation (CPR) > 0.9 Health protection We are working on increasing the availability of our plants and deter- mining the optimum point in time for maintenance measures and revamping/refurbishment. The aim is to further reduce unscheduled shutdowns. To achieve this, we launched a digitalization project in 2017, which was implemented at a number of plants in Ludwigs- hafen, Germany in 2018. In 2019, we plan to expand this to further plants in Ludwigshafen and at our sites in Schwarzheide, Germany, and Antwerp, Belgium. We want to roll the project out worldwide in 2020. operational safety. In addition, our training methods are constantly refined and enhanced to increase risk awareness. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Safety in production We play an active role in improving process safety around the world in a global network of experts, through our involvement in organiza- tions such as the International Council of Chemical Associations (ICCA), and by fostering dialog with government institutions. For more information on process safety, see basf.com/process_safety Our 2018 Global Health Campaign “Life. Saving. Heroes." focused on cardiopulmonary resuscitation (CPR). We sensitized our employees about the issue with the ultimate aim of increasing the rate of CPR initiated by laypersons. This significantly increases a person's chances of survival if they suffer cardiac arrest in private life or at work. Over 480 sites worldwide took part in the health cam- paign and offered CPR training. We raise employee awareness of health topics through offers tailored toward specific target groups. The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. For more information on occupational medicine, health campaigns and the HPI, see basf.com/health 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Safety in production 1 To Our Shareholders About This Report 98 BASF Report 2018 We protect our employees, sites, plants and company know-how against third-party interference. This includes, for example, potential terrorist risks in the communities surrounding our production sites We analyze the potential safety and security risks associated with investment projects and strategic plans, and define appropriate safety and security concepts. Our guiding principle is to identify risks for the company at an early stage, assess them properly and derive appropriate safeguards. We regularly check our emergency systems, crisis management structures and drill procedures with employees, contractors, local authorities and emergency rescue workers. For example, in 2018 we conducted 224 drills and simulations in Ludwigshafen, Germany, to instruct participants on our emergency response measures. We are well prepared for crisis situations thanks to our global crisis management system. In the event of a crisis, our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. We involve situa- tion-related partners and suppliers as well as cities, communities and neighboring companies. ■ Comprehensive protection measures against third-party interference ■ Regular review of emergency systems and crisis management structures Emergency response, corporate security and cybersecurity Aspects of human rights related to site security are a component of the global qualification requirements of our security personnel. Respect for human rights is a mandatory element of any contract with service providers of the BASF Group who are active in this area. For more information on emergency response, see basf.com/emergency_response For more information, see the Notes to the Consolidated Financial Statements on pages 220 and 245 1 Our updated corporate strategy realigns our goals from 2019 onward; as a result, we will convert the Health Performance Index goal into a reporting indicator. For more information on our strategy and goals, see page 25 onward. 1 Including provisions and environmental protection expenses from the discontinued oil and gas business. 2 Investments comprise end-of-pipe measures as well as integrated environmental protection measures. 3 Values shown refer to December 31 of the respective year. 3 Plastic waste is converted into feedstock by our partners 2 4 5 ㅁ We can use this to create all kinds of chemicals and products, including new plastic with plastic waste Consumers and companies use and dispose of these products sorted by waste companies The waste is collected and Recycling is becoming increasingly important due to the growing awareness of sustainability in the markets and regulatory develop- ments. In 2018, BASF launched a project to manufacture products from chemically recycled plastic waste on an industrial scale. Chemical recycling In 2018, BASF purchased a total of around 30,000 different raw materials from more than 6,000 suppliers. Important raw materials include naphtha, natural gas, methanol, ammonia and benzene. In addition to fossil resources, we also employ renewable raw mate- rials where appropriate. We use these to manufacture products that either cannot be made with fossil resources, or only at significantly greater effort, for example. Depending on the application, either fossil or renewable raw materials could be the better solution. Renewable raw materials are not sustainable per se, but can con- tribute to sustainability by, for example, reducing greenhouse gas emissions. Waste companies supply recyclers Our customers use these to make their own products In the ChemCycling project, our partners use thermochemical processes such as gasification or pyrolysis to transform plastic waste into syngas or pyrolysis oil. The first pyrolysis oil derived from plastic waste by our partners was fed into the BASF Verbund in 2018. The resulting products are of equal quality to products manufactured from fossil feedstock. Introducing this recycled feedstock back into the beginning of the value chain also means that we can calculate the percentage of recycled materials in certain products manufactured in the Verbund and offer our customers certified products. The project's long-term goal is to make plastics recyclable that cannot yet be recycled, such as mixed plastics or plastics with residues. In the future, chemical recycling can make a significant contribution to reducing the amount of plastic waste that is disposed of in landfill or incinerated, while saving fossil resources. We are conducting Eco-Efficiency Analyses to ensure that this approach is sustainable compared with thermal recovery. - Palm oil, palm kernel oil, and their derivatives are some of our most important renewable raw materials. We aim to ensure that these raw materials come from sustainable, certified sources, and actively support the Roundtable on Sustainable Palm Oil (RSPO). In 2018, we published our second progress report - the BASF Palm Progress Report for greater transparency in the value chain. Based on our voluntary commitment to sustainably source palm oil products, we purchased 127,000 metric tons of certified palm kernel oil in 2018. This represents around 70% of our total volume. In 2018, around 5.3% of the raw materials we purchased worldwide were from renewable resources. To make the use of these materials more competitive, we work on product innovations based on renew- able raw materials as well as on enhancing production processes. We also further established our biomass balance approach on the market in 2018. The goal here is to replace natural gas and naphtha at the beginning of the value chain with biogas and bio-naphtha from certified sustainable production. Should a customer select a biomass balanced product, the proportion of renewable feedstock to be used is calculated based on the formulation. The calculation model is certified by an independent third party (TÜV Süd). Our Verbund production ensures that the characteristics and quality of all end products remain unchanged and that our customers can use them as usual. This method has already been applied for more than 60 BASF products - for example, for superabsorbents, dispersions, plastics such as polyamides and polyurethanes, and for intermedi- ates available on the market as "drop-in products." These can be used in place of previously employed products in the production process without having to change the process itself. ■ Numerous projects and cooperative ventures to improve sustainability along the value chain Renewable raw materials 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Raw Materials 1 To Our Shareholders About This Report 92 42 BASF Report 2018 For more information, see basf.com/en/chemcycling The Verbund system is an important component of our resource efficiency concept: The by-products of one plant often serve as feedstock elsewhere, helping us to use raw materials more effi- ciently. The value created by our Verbund is also part of our contri- bution to a circular economy. One example is our ChemCycling project (see box on the right). Demand for certified products increased significantly again. As a result, in 2018 we increased sales volumes of certified palm oil and palm kernel oil-based products for the cosmetics and detergent and cleaner industries by more than 50% compared with the previous year. We are expanding our offering of certified sustainable products in accordance with the RSPO's Mass Balance supply chain model. This helps our customers to meet their obligations to customers, consumers and stakeholders. BASF also continues to drive forward the RSPO supply chain certification of our sites for cosmetic ingre- dients. In 2018, 22 production sites worldwide were RSPO certified. Our goal is to only source RSPO certified palm oil and palm kernel oil by 2020, provided it is available on the market. By 2025, this voluntary commitment will be expanded to include the most impor- tant intermediate products based on palm oil and palm kernel oil; these include fractions and primary oleochemical derivatives as well as edible oil esters. Strategy CUSTOMERS 200 suppliers attended sustainability training in Shanghai as part of the Tfs initiative. The initiative was named the “Best Third-Sector/ Non-for-Profit Procurement Project" by the global Chartered Insti- tute of Procurement Supply (CIPS) in September 2018. BASF is a founding member of the Together for Sustainability (TFS) initiative of leading chemical companies for the global standardiza- tion of supplier evaluations and auditing. With the help of TfS, we promote sustainability in the supply chain. The initiative aims to develop and implement a global program for the responsible supply of goods and services and improve suppliers' environmental and social standards. The evaluation process is simplified for both sup- pliers and TFS member companies by a globally uniform question- naire. The 22 members of the initiative conducted a total of 3,767 sustainability assessments - including both initial and follow-up assessments - and 358 audits in 2018. In 2018, over ■ Together for Sustainability initiative aims to harmonize and standardize supplier assessments and audits Evaluating our suppliers For more information on decent work in global supply chains, see page 39 In Brazil, we work together with the nongovernmental organization Integrare, which promotes diversity in supply chains. Integrare sup- ports small and medium-sized businesses run by people with dis- abilities or socially disadvantaged minorities, for example, by offering special training and actively encouraging partnerships with larger companies. Using TfS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. A total of 100 raw material supplier sites were audited on sustainability stan- dards in 2018. We also received sustainability assessments for 546 suppliers from an external service provider. If we identify poten- tial for improvement, we support suppliers in developing measures to fulfill our standards. We conduct another review according to a defined timeframe based on the sustainability risk measured. If the weak points discovered were particularly severe and we are unable to confirm any improvement, we reserve the right to terminate the business relationship. This did not occur in any case in 2018. We use this approach to evaluate suppliers with an elevated sustain- ability risk at least every five years. The approach itself is regularly reviewed to identify possibilities for optimization. BASF is one of 11 founding members of the German Business Initia- tive for Sustainable Value Chains established by the German sustainability network econsense and the Wittenberg Center for Global Ethics (WCGE). As part of this initiative, we help suppliers to improve their sustainability performance, for example, through train- ing. The first supplier training events of the initiative were held in 2018 in China and Mexico. 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 600 2 Management's Report Supplier Management tial supply chain risks can be identified and minimized together with our suppliers. For more information on Together for Sustainability, see basf.com/en/together-for-sustainability Audit results The audits conducted over the past few years have identified some deviations with respect to environmental, social and corporate governance standards, for example in waste and wastewater management and relating to occupational safety, working hours and minimum wage. In the follow-up audits conducted in 2018, we found improvements in all areas. None of our 2018 audits identified instances of child labor. For the suppliers we reviewed, persons under 18 were excluded from overtime and dangerous work. We did not find any incidents of forced labor in 2018. BASF SUPPLIERS Raw Materials 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 2 Management's Report Raw Materials 1 To Our Shareholders About This Report 5 BASF Report 2018 For more information on the supplier relationship with Lonmin, see basf.com/audits-lonmin. 1 In 2012, an extended strike at a mine operated by Lonmin Plc, London, UK, in Marikana, South Africa, culminated in a violent confrontation between mine workers and armed South African police. Employees of the platinum supplier Lonmin were among the fatalities. For more information on suppliers, see basf.com/suppliers BASF undertook a thorough examination of the issues raised at platinum supplier Lonmin Plc, London, U.K., in connection with the events in Marikana, South Africa. In 2018, we continued our regular dialog with both Lonmin and with local stakeholders, such as lead- ing industry and human rights representatives. Topics discussed with Lonmin included the results of the follow-up audit, which we commissioned an internationally recognized audit firm to perform in 2017. This audit identified positive developments in several areas such as working standards, as well as a number of gaps, for exam- ple, not implementing a local, anonymous grievance mechanism. Lonmin introduced this in 2018. We will continue to monitor the audit process and maintain our dialog with Lonmin. In 2018, BASF played an active role in the establishment of a sector initiative by several precious metal processing companies. The initiative aims to improve the long-term situation in South Africa's platinum mining belt and tackle challenges together. BASF Report 2018 Responsible resource management is an integral part of our strategy. It is applied within the company through our Verbund concept, our innovative products and the use of renewable raw materials. In the search for alternative raw materials, we employ solutions that contribute to sustain- ability. In addition, our BASF Palm Sourcing Policy addresses the require- ments for protecting and preserving forests and peatland, as well as the involvement of local communities. At the same time, we will step up our efforts to improve transparency and traceability in the supply chain. We were most recently able to trace 79% of our overall oil palm exposure. 91 BASF continues to promote the establishment of a certified and transparent supply chain for coconut oil in the Philippines and Indo- nesia in a joint project with Cargill, Proctor & Gamble and the Ger- man governmental agency for international cooperation (Gesellschaft SUPPLIERS BASF - CUSTOMERS - [The protection of people and the environment is our top priority. Our core business the development, production, processing and transportation of chemicals demands a responsible approach. We systematically address risks with a comprehensive Responsible Care Management System, which is continually being further developed. We expect our employees and contractors to know the risks of working with our products, substances and plants and handle these responsibly. Responsible Care Management System ■ Global directives and standards for safety, security, health and environmental protection BASF's Responsible Care Management System comprises the global directives, standards and procedures for safety, security, health and environmental protection for the various stations along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distribution of our products as well as our customers' application of the products. Specifications for implementing these measures are laid out in bind- ing directives that are introduced in consultation with employee representatives. These describe the relevant responsibilities, requirements and assessment methods. Our policies and require- ments are constantly updated. We also maintain a dialog with government institutions, associations and other international organi- zations. We set ourselves ambitious goals for safety and security, and health and environmental protection. We regularly conduct audits to moni- tor our performance and progress. We assess the potential risks and weak points of all our activities - from research to production and logistics - and the effects of these on the safety and security of our employees, the environment or our surroundings. In our data- bases, we document accidents, near misses and safety-related incidents at our sites as well as along our transportation routes to learn from these; appropriate measures are derived according to specific cause analyses. For more information on Responsible Care®, see basf.com/en/responsible-care Audits ■ 148 safety, security, health and environmental protection audits performed Regular audits help ensure that standards are met for safety, security, health and environmental protection. We conduct audits at BASF sites and at companies in which BASF is a majority share- holder. Sites and companies acquired as part of acquisitions are audited in a timely manner to bring these into line with our standards and directives as necessary. We have defined our regulations for Responsible Care audits in a global Group requirement. During our audits, we create a safety and environmental profile that shows if we are properly addressing the existing hazard potential. If this is not the case, we agree on measures and monitor their implementation, for example, with follow-up audits. Responsible Care Management System Our Responsible Care audit system complies with the ISO 19011 standard and is certified according to ISO 9001. Worldwide, 181 BASF production sites are certified in accordance with ISO 14001 and EMAS (Eco-Management and Audit Scheme) (2017: 178). In addition, 53 sites worldwide are certified in accor- dance with OHSAS 18001. For more information on occupational safety and health protection, see page 96 onward Costs and provisions for environmental protection in the BASF Group¹ Million € 2018 1,077 1,024 2017 Operating costs for environmental protection Investments in new and improved environmental protection plants and facilities² 277 234 Provisions for environmental protection measures and remediation³ 639 BASF and Henkel have cooperated with the development organiza- tion Solidaridad since 2016 to better involve smallholder farmers in Indonesia and improve their living conditions. Smallholders complete farming and environmental training as part of the Farmer Field School initiative, with a focus on efficient and sustainable growing practices and health and safety standards. Since 2016, more than 1,800 smallholders have completed a training program as part of the Farmer Field School initiative. In the BASF Group in 2018, 126 environmental and safety audits were conducted at 84 sites (2017: 109 audits at 83 sites). The focus was on auditing sites based on the level of risk. For production plants with a medium and high hazard potential, we conducted an additional 44 short-notice audits at 38 sites (2017: 63 audits at 47 sites). We audited 22 sites with respect to occupational medicine and health protection in 2018 (2017: 13). In addition, 34 health performance control visits were conducted at sites with low to medium health risks (2017: 31).] Health and Safety ■ Regular audits to monitor performance and progress 5 Supplementary Information Oil and Gas Business 6 Overviews For more information on our voluntary commitment to palm oil products, see basf.com/en/palm-dialog BASF Report 2018 93 93 About This Report 1 To Our Shareholders 2 Management's Report Raw Materials 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Environmental Protection, The Sustainable Castor Initiative - Pragati, a joint initiative estab- lished by BASF together with Arkema, Jayant Agro and Solidaridad, made further progress in 2018. With the initiative, the project mem- bers aim to improve the economic situation of castor oil farmers and their workers in India. Smallholders are trained and audited based on a newly developed sustainability code. The goal is to optimize their yields, reduce the impact on the environment and be able to offer certified sustainable castor oil on the global market. Since the project was initiated, more than 2,700 smallholders and over 2,000 hectares of land have been certified for sustainable castor oil cultivation. The smallholders certified under the program have been able to increase their yields by 55% compared with the 2016 base- line. In 2018, the project was extended for another three years, from 2019 to 2022. 6 Overviews Sourcing mineral raw materials responsibly is important to BASF. We procure a number of mineral raw materials, such as precious metals, which we use to produce mobile and process emissions catalysts, as well as various minerals for the production of battery materials. - In suspicious cases, we track the origins of minerals as defined in the Dodd-Frank Act - including tin, tantalum, tungsten, their ores and gold to see if they come from mines in conflict regions. We reserve the right to have suppliers audited and, if necessary, termi- nate our business relationship. The suppliers addressed have con- firmed to us that they do not source minerals matching this definition of conflict minerals from the Democratic Republic of Congo or its neighboring countries. Mineral raw materials In addition to responsible procurement of conflict minerals, BASF is committed to a responsible and sustainable global supply chain for cobalt and mica. 4 Consolidated Financial Statements 2 Management's Report 3 Corporate Governance Responsible Care Management System 1 To Our Shareholders About This Report 94 94 BASF Report 2018 für Internationale Zusammenarbeit, or GIZ), supported by the Rain- forest Alliance and the Philippine Coconut Authority. Thanks to the initiative, the first certified sustainable coconut oil was produced in the Philippines in 2018. The project is partly financed by the develoPPP.de program of the German Federal Ministry for Eco- nomic Cooperation and Development (BMZ). It is expected to improve income and living standards for around 3,300 smallholders. We intend to implement the E.U. Conflict Minerals Regulation pub- lished in 2017 by the 2021 deadline. The regulation defines supply chain due diligence obligations that must be met by importers and processors of certain mineral raw materials originating from conflict regions and high-risk areas. For more information on renewable resources, see basf.com/renewables BASF mainly uses the mineral raw material mica and mica-based effect pigments in the production of coatings. Our demand is largely met with mica from our own mine in Hartwell, Georgia. We require our mica suppliers to comply with internationally recognized stan- dards, including the prohibition of child labor. As a member of the Responsible Mica Initiative, BASF is actively working to eradicate child labor and unacceptable working conditions in the mica supply chain in India. Internationale Zusammenarbeit, or GIZ). The companies tasked GIZ with setting up a three-year pilot mining project to identify how to improve working conditions in artisanal mines, as well as living con- ditions in the surrounding communities in the Democratic Republic of Congo. Although BASF does not procure cobalt from artisanal mines in the Democratic Republic of Congo and our suppliers con- firm that they do not either, we support the cross-industry project as it contributes to the goals of the Global Battery Alliance. For instance, BASF is a founding member of the Responsible Cobalt Initiative and the World Economic Forum's Global Battery Alliance. These initiatives were created by companies in collaboration with international organizations such as the OECD and UNICEF to address fundamental challenges in the supply chain of battery materials. The most effective way of addressing these challenges is in cooperation with partners along the value chain. One example of this is our involvement in a joint pilot project launched in 2018 with BMW, Samsung SDI, Samsung Electronics and the German governmental agency for international cooperation (Gesellschaft für SUPPLIERS BASF CUSTOMERS Emissions to air We want to further reduce emissions to air from our produc- tion, prevent waste and protect the soil. We have set ourselves standards for doing so in global directives. If no recovery options are available for waste, we dispose of it in a proper and environmentally responsible manner. 4 Consolidated Financial Statements Waste generation in the BASF Group Million metric tons [Air and soil 5 Supplementary Information Oil and Gas Business 6 Overviews 106 2 Management's Report Air and soil 1 To Our Shareholders About This Report BASF Report 2018 Our climate protection products help us offer solutions to our cus- tomers to avoid greenhouse gas emissions over their entire lifecycle as compared with reference products. According to the systematic sustainability analysis we conduct on our portfolio - using the Sustainable Solution Steering method – such products are referred to as "Accelerator" solutions as using them contributes positively to climate protection and energy as compared with reference prod- ucts. Two examples are LuprosilⓇ and Lupro-GrainⓇ, propionic 4 BASF operations including the discontinued oil and gas business; according to Greenhouse Gas Protocol, Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses 640 million metric tons 360 With the use of BASF's climate protection products Strategy Emissions avoided 3 Corporate Governance ■Regular monitoring of emissions to air 2017 Regular monitoring of our emissions to air is a part of environmental management at BASF. Aside from greenhouse gases, we also mea- sure emissions of other pollutants into the atmosphere. Our report- ing does not take into account air pollutant emissions from oil and gas operations due to their substantial fluctuation during exploration phases. of which from oil and gas exploration 2.12 2.31 Total waste generation¹ 1,000 2018 In surface landfills In underground landfills Recycled Thermally recovered Waste disposed of ■ Systematic management of contaminated sites ■ Total waste volume slightly higher ■ Professional disposal of hazardous waste Management of waste and contaminated sites Dust¹ NMVOC (nonmethane volatile organic compounds) SOx (total sulfur oxides) NOx (total nitrogen oxides). Air pollutants from BASF operations excluding the oil and gas business CO (carbon monoxide) Metric tons Emissions to air Our product portfolio contains a variety of catalysts used in the auto- motive sector and in industry to reduce the emission of air pollutants. Absolute emissions of air pollutants from our chemical plants amounted to 25,787 metric tons in 2018. Emissions of ozone-depleting substances as defined by the Montreal Protocol totaled 19 metric tons in 2018 (2017: 23 metric tons). Emissions of heavy metals in 2018 amounted to 2 metric tons (2017: 2 metric tons¹). ■ Emissions at prior-year level If soil and groundwater contamination occurs at active or former BASF sites, proper remediation measures are reviewed based on prevailing legal and current technical standards, and undertaken as necessary. Our Raw Material Verbund helps us prevent or reduce waste. We regularly carry out audits to inspect external waste disposal compa- nies to ensure that waste is properly disposed of. In this way, we also contribute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. NH3 (ammonia) and other inorganic substances Total Without the use of BASF's climate protection products 0.590 (C 3b, 3c, 5, 55.759 0.579 0.897 20.378 20.716 24.713 2017 Baseline 2002¹ 2018 1 The values for baseline 2002 were not adjusted to reflect the currently applied global warming potential factors. Energy efficiency (kilograms of sales product per MWh) Primary energy demand³ (million MWh) Specific greenhouse gas emissions (metric tons of CO2 equivalents per ton of sales product) 105 About This Report 1 To Our Shareholders 2 Management's Report Energy and climate protection 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Greenhouse gas emissions² (million metric tons of CO2 equivalents) 0.12 Key indicators for energy and climate protection in BASF operations excluding the discontinued oil and gas business 57.268 8, 13, 15) 57.364 625 4 Other 42 Customers Emissions from the use of end products (C 11) Emissions along the entire value chain Million metric tons of CO2 equivalents Prevention of greenhouse gas emissions through the use of BASF products Incineration with energy recovery, landfilling (C 12) For more information on our emissions reporting, see basf.com/corporate_carbon_footprint For more information on the sustainability analysis of our product portfolio, see pages 37 to 38 An analysis of 22 climate protection product groups revealed that customers' use of products sold in 2018 helps to avoid 640 million metric tons of CO2 equivalents. Every product makes an individual contribution in the value chain of customer solutions. Value chains are assessed in terms of BASF's economic share of the respective customer solution. On average, 5% of the emissions avoided were attributable to BASF in 2018. The calculation of avoided greenhouse gas emissions took into account the chemical industry standards of the International Council of Chemical Associations (ICCA) and the World Business Council for Sustainable Development (WBCSD). acid-based preservatives that enable feed grains to be stored for up to 12 months after harvesting without being dried. An Eco-Efficiency Analysis shows that in addition to ecological and economic advan- tages, these can reduce greenhouse gas emissions by an average of 85% per metric ton of feed. 602 16 Disposal 4 Transport Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) Production (including genera- 22 BASF 52 Suppliers Purchased products, services and capital goods (C 1, 2, 3a) Greenhouse gas emissions along the BASF value chain in 20184 Million metric tons of CO2 equivalents Through various measures to reduce our raw material and energy requirements, the emission of greenhouse gases associated with producing the raw materials was decreased by a total of around 142,000 metric tons in 2018. BASF has published a comprehensive corporate carbon footprint since 2008. This reports on all greenhouse gas emissions along the value chain and shows the volume of emissions prevented through the use of our climate protection products. We plan our climate protection activities along the value chain based on our corporate carbon footprint. ■ Customers' use of climate protection products sold in 2018 avoids 640 million metric tons of CO2 equivalents ■ Reporting on greenhouse gas emissions along the entire value chain Carbon footprint and climate protection products Our research also contributes to increasing the efficiency of technologies for the use of renewable energy sources. 2 Scope 1 and Scope 2 (location-based) according to the GHG Protocol Standard, excluding emissions from the generation of steam and electricity for sale to third parties 3 Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 494 0.10 BASF Report 2018 0.89 We will pursue an updated goal from 2019 onward. By 2030, we want to introduce sustainable water management at all sites in water stress areas and at our Verbund sites according to our expanded definition. This almost doubles the number of sites. tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. Water 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 108 Source: Pfister et al., 2009, and Aqueduct, World Resources Institute, 2015 We pursue our goal by applying the European Water Stewardship standard, which rests on four principles: sustainable water abstrac- In 2018, around 23% of our production sites were located in water stress areas. Around 1% of BASF's total water supply was abstract- ed from these sites. Our previous goal was to introduce sustainable water management at all sites in water stress areas and at our Verbund sites by 2025, covering 93% of BASF's total water abstraction. We achieved 50.0% of this goal in 2018 (2017: 45.2%). In 2018, BASF introduced sustainable water management at five sites. Global goal and measures Updated water goal: Areas in which ≥40% of available water is used by industry, household and agriculture Previous water goal: Areas in which ≥60% of available water is used by industry, household and agriculture Water stress areas around the world For more information on the CDP water survey, see basf.com/en/cdp We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. "A" in 2018 and thus Leadership status for sustainable water management. CDP's evaluation of sustainable water management includes how transparently companies report on their water management activities and what they do to reduce risks, such as water scarcity. CDP also assesses the extent to which product developments - even at the customers of the companies under evaluation can contribute to sustainable water management. In order to ensure transparency in our reporting on water, we once again took part in CDP reporting in 2018. BASF achieved a rating of Water use From 2019 onward, we will use an expanded definition of water stress areas: Regions in which more than 40% of available water is used by industry, household and agriculture in accordance with the new Global Reporting Initiative (GRI) standard. We will also report on the water consumption of the BASF Group and water consumption in water stress areas from 2019 onward. ■ Using water responsibly We predominantly use water for cooling purposes (87%), after which we recirculate it back to our supply sources. We reduce our water use by recirculating as much water as possible. To do this, we use recooling plants that allow water to be reused several times. Cooling Surface water / freshwater 1,409 Brackish water / seawater Groundwater 246 66 Cooling BASF Report 2018 6,362 Production - 87% 13% 1,614' Discharge 6,609 1,745 Use Abstraction / withdrawal Water in the BASF Group 2018 Million cubic meters per year A total of 1,614 million cubic meters of water were discharged from BASF production sites in 2018, including 188 million cubic meters of treated wastewater from production. Emissions of nitrogen to water amounted to 3,100 metric tons (2017: 2,800 metric tons). Around ■ Slight decrease in emissions to water Emissions to water The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We are constantly working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. Our water usage totaled 1,745 million cubic meters in 2018. This demand was covered for the most part by surface water, such as rivers and lakes. At some sites, we use alternative sources such as treated municipal wastewater, brackish water or seawater. Waste recovered We are introducing sustainable water management at all relevant production sites. These include our major Verbund sites as well as the sites in water stress areas. Under our previous definition, these were regions in which more than 60% of available water is used by industry, household and agriculture. We consider the quantitative, qualitative and social aspects of water use. We want to identify where we can improve at our sites, and use as little water as possi- ble, especially in water stress areas. ■ Updated water goal from 2019 onward 3,627 3,644 0.87 0.98 Hazardous waste 2018 2017 0.47 0.44 Nonhazardous waste Classification of waste for disposal² 0.77 0.76 Through incineration 0.39 0.46 0.17 0.20 1.34 1.42 0.52 0.53 0.27 0.36 0.79 Transported hazardous waste We aim to use water as sparingly as possible and further reduce emissions to water. To do so, we have set out a Group directive with globally applicable standards. 0.29 10,712 11,205 ■ Sustainable water management Strategy Water is of fundamental importance in chemical production. It is used as a coolant, solvent and cleaning agent, as well as to make our products. We are committed to its responsible use along the entire value chain and especially in our produc- tion sites' water catchment areas. We have set ourselves a global goal for sustainable water management. CUSTOMERS BASF SUPPLIERS [Water] Water 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 107 BASF Report 2018 The 2017 figure has been adjusted due to updated data. 1 Relevant sites are documented in a contaminated site database. Ongoing remediation work around the world continued on schedule and planning was concluded on future remediation projects. For more information on provisions for environmental protection, see the Notes to the Consolidated Financial Statements on pages 220 and 245 We set out global standards for managing contaminated sites. A worldwide network of experts ensures their proper implementa- tion. We develop remediation solutions that combine nature conser- vation, climate protection concerns, costs and social responsibility. This means making customized decisions on a case-by-case basis, founded on the legal framework and current technological possibili- ties. 1 Comprises all production waste and hazardous waste from construction activities 2 The classification of waste into hazardous and nonhazardous waste is performed according to local regulations. We aim to avoid waste as far as possible. If waste is unavoidable, we review the options for recycling or energy recovery to close materials cycles, using BASF's existing Verbund structures for efficient waste management. Total waste volume amounted to 2.31 million metric tons in 2018 (+9.0%). 5,022 4,727 1,825 1,753 2,344 2,354 2,257 2,170 25,787 25,853 0.23 We also rely on locally available sources to supply our sites with energy. We are continuously exploring the use of renewable energies. The focus here is on the purchase of electricity. It only makes economic sense to replace highly efficient internal electricity and steam generation using natural gas once renewable energies offer the necessary supply security and are available at competitive prices. Since 2004, we have participated in the international non-profit organization CDP's program for reporting on data relevant to climate protection. BASF achieved a top score of "A" in CDP's rating for 2018, again awarding it Leadership status. Companies on the Leadership level are distinguished by factors such as the complete- ness and transparency of their reporting. They also pursue comprehensive approaches in managing the opportunities and risks associated with climate change as well as emissions reduction strategies to achieve company-wide goals. 31.6 million MWh targets of the Paris climate accord. In November 2018, BASF also co-signed an open letter published by the Alliance calling for a pledge to increase efforts to reduce emissions, improved analysis and reporting of climate-related financial risks as well as a global carbon pricing mechanism. BASF also supports the recommenda- tions of the Task Force on Climate-related Financial Disclosures For more information, see basf.com/carbon-management Since 2018, we have bundled global activities to reach our new climate goal and a long-term research and development program under the banner of carbon management. The program targets new technologies to significantly reduce greenhouse gas emissions from production at our Verbund site in Ludwigshafen, Germany. The focus here is on production processes for basic chemicals, which account for the highest share of emissions. These technologies can be transferred to other sites. Developing the technologies is time-intensive and involves uncertainties. We expect these new processes to make a significant contribution to reducing CO2 from 2030. As well as technical progress, this will require an adequate supply of renewable energy at competitive prices and a supportive regulatory framework. Carbon management Climate protection is a shared global task. We advocate climate protection by supporting initiatives to this end. In 2018, BASF actively contributed to recommendations on energy, climate and resource efficiency for state and government leaders in a working group of companies from G20 countries - the Business 20 (B20). As a member of the Alliance of CEO Climate Leaders, BASF explicitly encourages companies to step up their commitment to meeting the Our climate protection activities are based on a comprehensive analysis of our emissions. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol Standard as well as the sector-specific standard for the chemical industry. We offer our customers solutions that help prevent greenhouse gas emissions and improve energy and resource efficiency. Around half² of our total annual research and development spending goes toward developing these products and optimizing our processes. Iwith gas and steam turbines, and on the use of heat released by production processes. Furthermore, we are committed to energy management that helps us analyze and further improve the energy efficiency of our plants on an ongoing basis. We continuously ana- lyze potential risks to our business operations arising in connection with the topics of energy and climate protection and derive appro- priate measures. Most of BASF's greenhouse gas emissions are attributable to the consumption of energy. At sites that produce their own energy, we primarily rely on highly efficient combined heat and power plants Climate protection is very important to us. As a leading chemical company, we want to achieve CO2-neutral¹ production growth from 2019 to 2030. We have articulated this commitment in our new cli- mate protection goal, which will apply from 2019. In order to reach this target, we aim to maintain total greenhouse gas emissions from our production sites and our energy purchases at the 2018 level. Sharp increases due to the startup of large-scale plants will be progressively offset. We will compensate for additional emissions with optimization measures at existing plants and a focus on pur- chasing low carbon energy. When deciding on investments and acquisitions, we systematically consider the effects on greenhouse gas emissions. 1 BASF operations excluding the discontinued oil and gas business. The goal includes other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO₂ equivalents. 2 Costs not relevant to the calculation of this share include research expenses in early innovation stages of the phase-gate process, patent costs and expenses for supporting services. ■ New climate protection goal: CO2-neutral growth until 2030 Strategy As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to reduce emissions along the value chain and utilize, for example, efficient technologies for generating steam and electricity, energy-efficient production processes, and com- prehensive energy management. Our climate protection products make an important contribution toward helping our customers avoid emissions. CUSTOMERS BASF SUPPLIERS [Energy and climate protection ] 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Energy and climate protection ■ We are committed to energy efficiency and global climate protection along the value chain BASF Report 2018 103 About This Report HFC (hydrofluorocarbons) CH4 (methane) 2018 2020 goal 2017 2016 2015 2014 2013 N2O (nitrous oxide) CO2 (carbon dioxide)4 % 2002 baseline Reduction of greenhouse gas emissions per metric ton of sales product in BASF operations excluding the discontinued oil and gas business 2018 2017 2002 BASF operations including the discontinued oil and gas business² Scope 13 BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocol¹ Million metric tons of CO2 equivalents (TCFD). In 2018, we started comparing our annual reporting with the TCFD's recommendations and identifying potential action areas. For more information on climate protection, see basf.com/climate_protection 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Energy and climate protection 1 To Our Shareholders 1 To Our Shareholders About This Report BASF Report 2018 102 101 BASF Report 2018 For more information on nanotechnology and the Nanotechnology Code of Conduct, see basf.com/nanotechnology BASF makes successful use of biotechnology. We produce a range of established products with the help of biotechnological methods. This provides us with extensive experience in the safe use of bio- technological methods in research and development as well as in production. When employing biotechnology, we adhere to all stan- dards and legal regulations. We are also guided by the code of conduct set out by EuropaBio, the European biotechnology associ- ation. We contribute our expertise in various working groups of the Euro- pean Chemicals Agency (ECHA) and the OECD's Business and Industry Advisory Group (BIAC), which develop testing and implementation guidelines. Together with partners from academia and government authorities, in 2018 we started work on E.U.- funded projects to validate alternative testing methods for evaluating and grouping nanomaterials with a view to regulatory acceptance. In 2018, we were recognized by the European Chemical Industry Council (CEFIC) for our transparency in addressing questions about the safety of nanomaterials. Safe handling of nanomaterials is stipulated in our Nanotechnology Code of Conduct. In recent years, we have conducted over 250 scientific studies and participated in over 40 different projects related to the safety of nanomaterials. The results were published in more than 100 scientific articles. In 2018, we concluded our five-year Nano-In-Vivo research project in cooperation with German govern- mental bodies. The project delivered important insights into the toxicological effects of long-term exposure to nanoparticles and complements our previous findings that toxicity is determined not by the size of the particles but by the intrinsic properties of the substance. Nanotechnology and biotechnology offer solutions for key societal challenges - for example, in the areas of climate protection or health and nutrition. ■ Continual safety research on nano- and biotechnology Management of new technologies For more information on alternative methods, see basf.com/alternative_methods Since 2016, our Experimental Toxicology and Ecotoxicology depart- ment has been working together with a total of 39 partners on one of the largest European collaborative projects for alternative methods. The project, planned to run for six years, aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted largely without animal testing. We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Association for Assessment and Accreditation of Laboratory Animal Care - - the highest standard for laboratory animals in the world. We are continu- ally developing and optimizing alternative methods, and we use them wherever it is possible and accepted by the authorities. We use alternative methods in more than a third of our tests. Currently, 33 alternative methods are being used in our labs and another 19 are in the development stage. BASF spent €3.5 million toward this purpose in 2018. The development of alternative methods for test- ing the potential of substances to induce developmental toxicity has been a focus area of our research since 2017. Before launching products on the market, we subject them to a vari- ety of environmental and toxicological testing. We apply state-of- the-art knowledge in the research and development phase of our products. For instance, we only conduct animal studies when they are required by law and approved by respective authorities. Animal studies are at times stipulated by REACH and other national legisla- tion outside the European Union in order to obtain more information on the properties and effects of chemical products. ■ Use of alternative methods for animal studies Environmental and toxicological testing Product stewardship 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Drinking water About This Report | | | | | | 1 To Our Shareholders 3 Corporate Governance For more information, see basf.com/distribution_safety and basf.com/emergency_response We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the Inter- national Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2018, we provid- ed assistance to other companies in 145 cases worldwide (2017: 178). We apply the experience we have gathered to set up similar systems in other countries: For example, we intensified our activities in India in 2018. Activities in external networks The low water levels on the Rhine River in 2018 impacted logistics at the Verbund site in Ludwigshafen, Germany. Under normal condi- tions, around 40% of incoming volumes are transported to the site by ship. This makes the Rhine the most important transportation route for incoming raw materials. As far as possible, we replaced transportation by ship with alternatives such as rail and truck while the Rhine was low. We are working on an overarching concept to make the site more resilient to long periods of low water and are investigating various measures, including selectively expanding on-site tank capacities or switching to ships better suited to low water levels. We intend to implement the first measures in 2019. Raw materials supply challenges due to low Rhine River We recorded three incidents in 2018 with spillage of more than 200 kilograms of dangerous goods (2017: 3). None of these trans- portation incidents had a significant impact on the environment (2017:0). We are systematically implementing our measures to improve transportation safety. We report in particular on goods spillages that could lead to significant environmental impacts such as dangerous goods leaks of BASF products in excess of 200 kilograms on public transportation routes, provided BASF arranged the transport. Transportation incidents We stipulate worldwide requirements for our logistics service provid- ers and assess them in terms of safety and quality. Our experts use our own evaluation and monitoring tools as well as internationally approved schemes. We regularly assess the safety and environmental risks of transport- ing and storing raw materials and sales products with high hazard potential using our global guideline. This is based on the guidelines of the European Chemical Industry Council (CEFIC). We also have binding global standards for load safety. ■ Risk assessments for transportation and storage Accident prevention and emergency response We want our products to be safely loaded, transported, handled and stored. This is why we depend on reliable logistics partners, global standards and an effective organization. Our goal is to mini- mize risks along the entire transportation chain - from loading and transportation to unloading. Some of our guidelines for the transpor- tation of dangerous goods go above and beyond national and inter- national dangerous goods requirements. We have defined global guidelines and requirements for the storage of our products and regularly monitor compliance with these. ■ Risk minimization along the entire transportation chain Strategy Our regulations and measures for transportation and ware- house safety cover the delivery of raw materials, the storage and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. CUSTOMERS BASF SUPPLIERS Transportation and storage] 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 2 Management's Report Transportation and storage Scope 25 14.634 16.813 1 Conversion factor: 0.75 MWh per metric ton of steam Internally generated 50% 90.0 73.0 39.5 42.3 54.3 % Waste heat 45% Purchased 5% Steam supply Internally generated 69% Purchased 31% Electricity supply Energy supply of the BASF Group 2018 Certified energy management systems (ISO 50001) at BASF Group sites worldwide, in terms of primary energy demand The introduction and implementation of the energy management systems is steered by a global working group. All energy efficiency measures are recorded and analyzed in a global database and made available to BASF sites as best practices. Currently, more than 150 measures are being pursued to reduce energy consump- tion and increase competitive ability. Further sites across all regions were certified in accordance with ISO 50001 in 2018. These include the Verbund site in Geismar, Louisiana, as well as another 19 sites in Brazil, India, Malaysia, Thailand, France and the Netherlands, among other countries. At the moment, 64 sites are certified worldwide, representing 73.0% of our primary energy demand. 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Energy and climate protection 1 To Our Shareholders Fossil and residual fuels used for own generation in power plants of the BASF Group About This Report Electricity 15.1 million MWh Natural gas Energy saved in 2018 by the Verbund and combined heat and power generation system is an important component of our energy efficiency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, the Verbund saved us around 18.5 mil- lion MWh in 2018, which translates to 3.7 million metric tons less CO2 released into the environment. With combined power and steam generation as well as our continuously enhanced Energy Verbund, we were thus able to prevent a total of 6.3 million metric tons of carbon emissions in 2018. Gas and steam turbines in combined heat and power plants enable us to fulfill more than 70% of the electricity demand of the BASF Group. Compared with separate methods of generating steam and electricity, we saved 13.1 million MWh of fossil fuels and prevented 2.6 million metric tons of carbon emissions in 2018. The Verbund ■ Verbund system as important component of our energy efficiency strategy Energy supply and efficiency 2020 goal 2018 2017 2016 2015 37.4 million MWh Total: Residual fuels 6.0 Mio. MWh 39.4 million MWh¹ 16.0% Steam 0.8 million MWh Coal 2.2% 0.1 million MWh Heating oil 0.2% 30.5 million MWh 81.6% We were able to further optimize the resource and energy consump- tion of our production in numerous projects around the world in 2018. For example, a new boiler was installed at the McIntosh site in Alabama to generate steam from production residues that were previously disposed of externally, saving primary energy. Process improvements at many additional sites have also led to savings in steam, electricity and fuel. 104 1 The selection of relevant sites is determined by the amount of primary energy used and local energy prices; figures relate to BASF operations including the discontinued oil and gas business. 21.485 26.589 3.361 3.796 5.243 Total -34.2 -35.5 -37.2 -34.6 -33.9 -34.1 CO₂4 0.091 0.081 0.061 0.064 0.048 0.244 0.740 0.747 6.407 16.956 21.212 BASF Report 2018 -40.0 CO₂4 90% (BASF operations including the oil and gas business) Coverage of our primary energy demand through certified energy manage- ment systems at all relevant sites 2020 target -40% (BASF operations excluding the oil and gas business) Reduction of greenhouse gas emissions per metric ton of sales product Baseline 2002 2020 target This is one of the ways in which we intend to identify and carry out improvements in energy efficiency, reducing not only greenhouse gas emissions and saving valuable energy resources, but also increasing the BASF Group's competitive ability. From 2019 onward, we will maintain this goal as a reporting indicator to track our prog- ress in introducing energy management systems. 4 In 2018, we changed how emissions are allocated for two BASF Group companies with interdependent operations, with part of the Scope 2 emissions included within Scope 1. Total emissions (excluding sales of energy to third parties) remain unchanged. Since double counting of emissions is avoided (see footnote 6), direct emissions from sale of energy to third parties are reduced accordingly. 5 Location-based approach. Under the market-based approach, Scope 2 emissions were 3,657 million metric tons of CO₂ in 2018. 6 Includes sale to BASF Group companies; as a result, emissions reported under Scope 2 can be reported twice in some cases. 3 Emissions of N2O, CH4 and HFC have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 1995 (2002 emissions) and IPCC 2007, errata table 2012 (2017 and 2018 emissions). HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. By 2020, we want to have introduced certified energy management systems (DIN EN ISO 50001) at all relevant production sites. Taken together, this represents 90% of BASF's primary energy demand. We will pursue a new goal from 2019 onward: CO2-neutral growth until 2030. We will maintain greenhouse gas emissions per metric ton of sales product as an additional reporting indicator. We aim to reduce our greenhouse gas emissions per metric ton of sales product by 40% by 2020, compared with baseline 2002 (BASF operations excluding the discontinued oil and gas business). In absolute terms, our emissions declined slightly in 2018 compared with the previous year. We reduced greenhouse gas emissions per metric ton of sales product by 34.2% compared with baseline 2002 (2017: reduction of 35.5%). Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations (excluding the oil and gas business) by 49.2% and even reduce specific emissions by 74.2%. Global goals and measures 1 BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. 2 The assets and businesses acquired from Bayer are not yet included in the reported greenhouse gas emissions of the BASF Group for 2018. 21.779 22.571 26.936 Total 0.567 1.086 0.347 Sale of energy to third parties (Scope 1)6 23 tion of steam and electricity) of which recirculating once-through everything we do, we are committed to complying with internation- ally recognized labor and social standards. We want our working conditions to be a motor for innovation, and one way of achieving this is through inclusion of diversity. We want our employees to thrive and best contribute their individual talents - also considering the increasingly rapidly changing environment, especially as a result of demographic change and the digitalization of work. Lifelong learning and individual employee development lay the foundation for this. Compensation and benefits as well as offerings to balance personal and professional life complete our attractive total offer package. We track our employer rankings so that we can continue to attract talented people to the company in the future. Our employ- ees play an important role here as ambassadors for BASF.] BASF Group employees by region (Total: 122,404, of which 25.1% women, as of December 31, 2018) North America 20,069 Europe¹ 75,188 (#61.4%) 24.4% Number of employees At the end of 2018, BASF had 122,404 employees (2017: 115,490); of these, 3,174 were apprentices¹ (2017: 3,103). 3,226 employees were on temporary contracts (of which 40.9% were women). The higher headcount was primarily due to the businesses acquired from Bayer. In addition, 2,017 employees from the disposal group for the oil and gas business were included in the number of employ- ees as of December 31, 2018. 75.6% Strategy ■ We are committed to valuing and treating people with respect, and fostering an inspiring working environment Our employees are key to the successful implementation of BASF's strategy. They contribute to changing the world we live in for the better with innovative and sustainable solutions. We remain con- vinced of the value of excellent employees, leaders and working conditions, and strive to give our employees the tools and skills necessary to be able to offer our customers products and services with an even greater level of differentiation and customization in the future. As part of the updated corporate strategy, we will sharpen our focus on employee engagement and impactful leadership. In 1 At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. (€ 16.4%) 74.3% BASF Report 2018 Reusable wastewater 110 55,839 (45.6%) 23.9% 76.1% 35,316 (28.9%) 21.6% 78.4% 1 Of which Germany Of which BASF SE 74.3% 19,303 (15.8%) on center stage Asia Pacific 71.1% 7,844 (*6.4%) Middle East Africa, South America, 28.9% 25.7% Employee engagement and leadership impact 25.7% 122,404 In order to avoid unanticipated emissions and the pollution of sur- face or groundwater, we create water protection strategies for our production sites. This is mandatory for all production plants as part of the Responsible Care® initiative. The wastewater protection plans involve evaluating wastewater in terms of risk and drawing up suit- able monitoring approaches. We use audits to check that these measures are being implemented and complied with. 12,400 metric tons of organic substances were emitted in waste- water (2017: 13,200 metric tons¹). Our wastewater contained 23 metric tons of heavy metals (2017: 25 metric tons). Phosphorus emissions amounted to 220 metric tons (2017: 420 metric tons). Our wastewater is treated through different methods depending on the type and degree of contamination - including biological processes, oxidation, membrane technologies, precipitation or adsorption. 1 The difference between the volume of water drawn and the volume discharged is primarily attributable to evaporation losses during closed-circuit cooling. 2 Total from production processes, graywater, rinsing and cleaning in production from third parties 21 247 For more information, see basf.com/water Production 2 239 1,344 Surface water / freshwater Brackish water / seawater Groundwater 1,426 4,936 employees around the world 10 1 The 2017 figure has been adjusted due to updated data. External treatment plant long-term success. We want to attract and retain talented people for our company and support them in their develop- ment. To do so, we cultivate a working environment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. BASF Report 2018 [Our employees make a significant contribution to BASF's CUSTOMERS BASF SUPPLIERS 6 Overviews 5 Supplementary Information Oil and Gas Business Employees 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 109 4 Consolidated Financial Statements BASF Report 2018 3 Corporate Governance 114 About This Report 1 To Our Shareholders 2 Management's Report Employees 4 Consolidated Financial Statements ■ Alignment with U.N. Guiding Principles on Business and Human Rights [Dialog with employee representatives] Trust-based cooperation with employee representatives is an impor- tant component of our corporate culture. Our open and ongoing dialog lays the foundation for balancing the interests of the company and its employees, even in challenging situations. In the case of organizational changes or if restructuring leads to staff downsizing, for example, we involve employee representatives to develop social- ly responsible implementation measures at an early stage. Our actions are aligned with the respective legal regulations and the agreements reached, as well as operational considerations. In 2018, this happened in preparations to transfer the paper and water chemicals business to a joint venture, for example. We also involved our employee representatives in full and at an early stage when we introduced a new global metric for variable compensation. This ensured wide employee acceptance and seamless implementation of the change. The early, detailed presentation and explanation of the updated corporate strategy in 2018 was also a reflection of our trust-based cooperation. By focusing our discussions on the local and regional situations, we aim to find tailored solutions to the different challenges and legal considerations for each site. This is why the BASF Europa Betriebs- rat (European Works Council) addresses cross-border matters in Europe. In South America, we foster dialog with the Diálogo Social. For more information, see basf.com/employeerepresentation [International labor and social standards] 1 In calculating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (e.g., integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of plus or minus 1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. 5 Supplementary Information Oil and Gas Business 6 Overviews Our identity as an employer includes our belief in supporting our employees in balancing their personal and professional lives. We want to strengthen their identification with the company and our position in the global competition for qualified personnel. To achieve this, we have a wide range of offerings aimed at employees in differ- ent phases of life. These include flexible working hours, part-time employment and mobile working. Regional initiatives specifically address the needs of our employees at a local level. Our Work-Life Management employee center in Ludwigshafen (LuMit) offers a number of services under one roof: childcare, fitness and health, social counseling and coaching as well as other programs to help employees balance professional and personal life. We also provide social counseling and coaching at the Münster and Schwarzheide sites in Germany as well as in Asia, South Africa and North America to help employees overcome difficult life situations and maintain their employability. 8,470 Balancing personal and professional life] We act responsibly toward our employees. Part of this is our volun- tary commitment to respecting international labor and social stan- dards, which we have embedded in our global Code of Conduct. This encompasses internationally recognized labor norms as stipu- lated in the United Nations' Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Organization (ILO). BASF is committed to complying with these standards worldwide. We main- ly approach our adherence to international labor and social stan- dards using three elements: the Compliance Program (including external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organiza- tions) and the BASF guideline on compliance with international labor norms, which was established in 2015 and applies Group-wide. 8,471 0% Social security contributions and assistance expenses Pension expenses 1,459 1,434 ■ Wide range of offerings for different phases of life 1.7% 730 705 3.5% 10,659 10,610 0.5% Total personnel expenses This guideline concretizes what the human rights issues and inter- national labor standards in our global Code of Conduct mean as these relate to our employees. It forms the basis for our global management process: We monitor and evaluate whether the national law of all the countries in which BASF operates complies For more information on BASF's updated corporate strategy and our stronger customer focus, see page 25 onward We already use internal control processes such as Responsible Care audits to review the degree of adherence with the individual elements of the guideline in BASF Group companies. 1 Beyond this, we started to integrate our voluntary commitment into the existing corporate audit process in 2018. Innovative in close partnership with our customers Flexible thanks to in-depth expertise and wide range of resources Customer industry orientation ■ Innovations and tailored solutions in close partnership with our customers customers from almost all sectors and countries in the world ■ Updated corporate strategy aligns BASF even closer with customers Our broad portfolio from basic chemicals to high value-added products and system solutions - means that we are active in many value chains and value creation networks. As a result, we work with a wide range of business models, which we flexibly adapt to the needs of individual industries. These range from cost leadership to tailored, customer-specific solutions for downstream products. This industry orientation is primarily driven forward and enhanced by the divisions. Around half of our business units are oriented toward specific industries. Aligning our business with our customers' needs is our primary focus. Our ability to combine in-depth expertise with a wide range of resources to meet specific demands enables us to position BASF as a solution-oriented system provider. Our updated corporate strategy puts an even greater focus on the customer. We aim to develop custom solutions that are both profit- able and sustainable in close partnership with our customers, and optimize processes and applications. Our organization is being adapted accordingly so that we can work more effectively and effi- ciently and be even more customer-centric. We want to satisfy customer requests in a more focused and targeted way, and improve our reaction times. Our comprehensive understanding of value chains and value creation networks as well as our global setup and market knowledge remain key success factors. We are also pursuing a series of measures that will, among other things, increase transparency for customers, enhance customer service and explore joint growth potential. To ensure even stronger customer communication and better understand our customers' needs, we regularly ask them for direct feedback on how we are doing. This gives us a timely insight into customer satisfaction and we can use the findings to continuously improve our performance. +/- - with international labor and social standards. If the national law contains no or lower requirements, actions plans are drawn up to successively close these gaps in a reasonable time frame. If conflicts with national law or practices arise, we strive to act in accordance with our values and internationally recognized principles without violating the law of the country concerned. As part of the management process, we regularly follow up on and document the results of the comparison between national law and our guideline, as well as measures to implement the guideline. This is our central due diligence system. Based on our guideline, our management process has been able to improve maternity leave at BASF compa- nies with no statutory requirements or lower requirements than in the BASF guideline, for example. Over 90,000 CUSTOMERS For more information on labor and social standards, see basf.com/labor_social_standards For more information on global standards, see page 28 For more information on our sustainability-related risk management, see page 36 onward For more information on compliance, see page 140 onward 1 Excluding employees of the businesses acquired from Bayer BASF Report 2018 115 About This Report BASF supplies products and services to over 90,000 custom- ers¹ from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and medium-sized businesses to end consumers. 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Customer Orientation SUPPLIERS BASF 2 Management's Report Customer Orientation 2017 36.8 Wages and salaries ■ Focus on social media and online marketing Attracting and retaining the best employees is crucial to our suc- cess. Having an attractive and compelling total offer package for employees is becoming increasingly important given the strong global competition for the best qualified employees and leaders. This is why we are constantly working on measures to increase BASF's appeal in the global labor markets. We are increasingly using digital platforms such as our country-spe- cific career websites as well as global and regional social networks to reach potential candidates. This enables us to address specific target groups. One focus is on the recruitment of digital talents. In 2018, we launched a dedicated global career website for digital tal- ents to strengthen our position among this group. In Germany, we also held our second BASF hackathon in 2018 with the motto "Coding Chemistry." Around 50 university students solved specific problems from our divisions within 24 hours and presented their solutions to a panel of BASF experts. In North America, our #belongatBASF campaign informed social media users of the benefits of working at BASF in 2018. Employees also joined in and posted about their personal experiences and their working day at BASF. In addition, we offered a global livestream about working at BASF for the first time in 2018, in which our experts interacted directly with and answered questions from potential candidates. We once again achieved high scores in a number of employer rank- ings in 2018. For example, in a study conducted by Universum, BASF was again selected by engineering and IT students as one of the 50 most attractive employers in the world. In North America, DiversityInc named BASF as one of the top 50 companies for diver- sity in recruiting for the sixth consecutive year. In Asia, Top Employer recognized BASF China as one of the best employers for the eighth time in succession. BASF Group new hires in 2018¹ ■ Positioning as an attractive employer Europe Asia Pacific South America, Africa, Middle East Total Of which women (%) 28.9 December 31, 2018 5,182 North America 2,091 [Competition for talent ] 5 Supplementary Information Oil and Gas Business 21.7 30.2 1 Employees with disciplinary leadership responsibilities 2 Specialists without disciplinary leadership responsibilities For more information, see basf.com/diversity For more information on diversity in the Board of Executive Directors and the Supervisory Board, see page 136 onward 6 Overviews For more information on health protection, see page 98 112 About This Report 1 To Our Shareholders 2 Management's Report Employees 3 Corporate Governance 4 Consolidated Financial Statements BASF Report 2018 29.3 2,094 31.1 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews In addition, more and more academies in the divisions and function- al units, which teach specific professional content, offer virtual training. We have offered “virtual presence" training since 2018, which gives all employees the opportunity to attend professional development courses via digital communication channels such as virtual meetings. In 2018, we introduced a global website with an accompanying learning app to enable employees around the world to find out about the digital workplace of the future and independent- ly prepare for the digital transformation. Employees can use the app to learn about things like digital jargon and technologies, and acquaint themselves with new working and leadership models. [Compensation and benefits ■ Compensation based on employee's position and individual performance as well as company's success ■ ROCE determines variable compensation 3 Corporate Governance We want to attract engaged and qualified employees, retain them and motivate them to achieve top performance with an attractive package including market-oriented compensation, individual development opportunities and a good working environment so that they contribute to the company's long-term success. Our employ- ees' compensation is based on global compensation principles according to position, market and performance. As a rule, compen- sation comprises fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these benefits include company pension benefits, supplementary health insurance and share programs. We regularly review our compensa- tion systems at local and regional levels. which they participate in the success of the BASF Group as a whole and are recognized for their individual performance. The same prin- ciples basically apply for all employees worldwide. The amount of the variable component is determined by economic success as well as the employee's individual performance. Since 2018, we have used the BASF Group's return on capital employed (ROCE) to mea- sure economic success for the purposes of variable compensation. This links variable compensation to our ROCE target.1 Individual performance is assessed as part of a globally consistent perfor- mance management process. In numerous Group companies, our "plus" share program ensures employees' long-term participation in the company's success through incentive shares. In 2018, for example, 25,586 employees worldwide (2017: 23,700) participated in the "plus" share program. BASF offers senior executives the opportunity to participate in a share price-based compensation program, the long-term incentive (LTI) program. In 2018, 91% of the approximately 1,100 people eli- gible to participate in the LTI program worldwide did so, investing up to 30% of their variable compensation in BASF shares. For more information, see the Notes to the Consolidated Financial Statements from page 263 onward Personnel expenses The BASF Group spent €10,659 million on wages and salaries, social security contributions and expenses for pensions and assis- tance in 2018 (2017: €10,610 million). This also includes personnel expenses from the disposal group for the oil and gas business in the amount of €276 million (2017: €268 million). The rise in personnel expenses was primarily driven by the higher average headcount following the acquisition of significant businesses from Bayer, as well as higher wages and salaries. The main offsetting effects were the increase in provisions released for the long-term incentive program compared with the previous year and currency effects. BASF Group personnel expenses Million € We want our employees to contribute to the company's long-term success. This is why the compensation granted to vast majority of our employees includes variable compensation components, with 2 Management's Report Employees 1 To Our Shareholders About This Report 758 For more information on the BASF Group's new organizational structure as of January 1, 2019, see page 19 10,125 30.0 The BASF Group hired 10,125 new employees in 2018. The percentage of employees who resigned during their first three years of employment - the early turnover rate - was 1.3% worldwide in 2018. This turnover rate was 0.6% in Europe, 2.3% in North America, 2.8% in Asia Pacific and 1.7% in South America, Africa, Middle East. Our early turnover rate is therefore at a desirable low level.1 As of December 31, 2018, the BASF Group was training 3,174 people in 15 countries and around 50 occupations. We spent a total of around €110 million¹ on vocational training in 2018. For more information, see basf.com/apprenticeship [Learning and development ] ■ Life-long learning concept ■ Focus on virtual learning and digitalization Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting success. For this reason, we want to further modernize our learning culture and step up our ef- forts to promote lifelong, self-directed learning. Employee develop- ment at BASF is guided by the belief that talent is in everyone. This means that development opportunities and support are open to all employees. In our understanding, there is more to development than a promotion or a job change - it encompasses the develop- ment of personal experience and abilities. In regular development meetings, which are held as part of our annual employee dialogs, employees outline prospects for their indi- vidual development together with their leaders and determine spe- cific measures for further training and development, which focus on personal and professional competencies. Our learning activities fol- low the "70-20-10" philosophy: We apply the elements "learning from experience" (70%), "learning from others" (20%) and "learning through courses and media" (10%). Our learning and development offerings cover a range of learning goals: Starting a career, expand- ing knowledge, personal growth and leadership development. Virtual learning is playing an increasingly important role here. We held our first ever global virtual "Go Digital!" week in 2018, for example. This gave employees around the world the chance to find out about different digitalization topics via online events. BASF employees and representatives from other companies provided insights into their digital projects. 1 Excluding employees of the businesses acquired from Bayer BASF Report 2018 113 2018 For more information on the previous segments and their divisions in 2018, see pages 60, 67, 74 and 80 onward 2 Management's Report Economic Environment in 2019 Our customers' satisfaction is the basis for long-term business success, which is why quality management is of vital significance for BASF. We strive to continually improve processes and products. This is also reflected in our Global Quality Policy. The majority of BASF's production sites and business units are certified according to ISO 9001.2 In addition, we also meet industry and customer- specific quality requirements that go beyond the ISO standard. 2.7% European Union 0.1% United States 3.2% Emerging markets of Asia World 3.6% 1.5% Japan South America Trends in chemical production 2019-2021 (excluding pharmaceuticals) Real change compared with previous year World 3.0% 2.0% European Union Outlook for chemical production 2019 (excluding pharmaceuticals) Real change compared with previous year We expect slightly stronger chemical growth in Japan, driven by domestic demand and, in part, by exports to China. BASF Report 2018 118 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment in 2019 3 Corporate Governance For South America, we anticipate an upturn in chemical production in line with the macroeconomic recovery in Brazil. 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Outlook for the chemical industry ■ Global growth in chemical industry roughly at level of previous year Global chemical production (excluding pharmaceuticals) is expected to grow by 2.7% in 2019, on a level with 2018 (+2.7%). For 2019, we anticipate a similar expansion rate in the advanced economies as in the previous year (2018: +1.5%; 2019: +1.6%) and slightly slower growth in the emerging markets (2018: +3.4%; 2019: +3.3%). The development of the world's largest chemical market - China - has a significant impact on the global growth rate. Our forecast assumes that chemical production in China will grow by 3.6%, about as fast as in the previous year in a slightly weaker global economic environment overall. A stabilization of automotive demand in China should support demand for chemicals. Based on its large share of the global market of around 40%, China alone would there- fore still account for almost 60% of global chemical growth. Chemi- cal production growth in the remaining emerging markets of Asia is expected to be similar to that in China. For the E.U., we anticipate a recovery in chemical production over the course of 2019 following the slump at the end of 2018. However, we only expect production to be flat compared with the full-year 2018. Demand from the automotive industry will presumably con- tinue to decline slightly. Agriculture should see renewed growth. In the construction industry, too, growth is expected to remain solid. Base effects should also have a positive impact. In the United States, we expect slightly lower, but still above- average growth in chemical production in the coming year. Ongoing capacity expansions will strengthen the supply side while on the demand side, industry growth will be slightly weaker. 6 Overviews We expect stronger growth in agricultural production in 2019 compared with the previous year after 2018 yields were negatively impacted by the unusual dry period in central and eastern Europe, parts of North America as well as in Argentina and South Africa. 0.8% 2.9% Sales, earnings and ROCE forecast for the BASF Group¹ ■ Slight sales growth, mainly from higher sales volumes and portfolio effects ■ EBIT before special items slightly above prior-year level ■ ROCE slightly higher than cost of capital percentage We have based the outlook on the segment structure as of Janu- ary 1, 2019, and adjusted the segment data for 2018 accordingly. In addition to the new segment structure, the composition of a number of divisions has also changed. Our forecast for 2019 takes into account the definitive agreement between BASF and LetterOne to merge their oil and gas businesses. Closing of the transaction is expected in the first half of 2019, subject to the required regulatory approvals. Until closing, the earnings of our oil and gas business will be presented as a separate item, income after taxes from discontinued operations, and will not be included in the sales or EBIT before special items of the BASF Group. After clos- ing, the pro rata share of income after taxes of the joint venture, Wintershall DEA, will be reported as income from companies accounted for using the equity method in the BASF Group's EBIT before special items, presented under Other. For more information on our expectations for the economic environment in 2019, see page 117 onward This outlook also includes the acquisition of Solvay's integrated poly- amide business, which is expected in the second half of 2019. How- ever, we currently do not expect this transaction to have any material effect on sales, EBIT before special items or ROCE at the level of the BASF Group in 2019. EBIT before special items will presumably be slightly above the 2018 level. This will largely reflect significantly higher contributions from the Agricultural Solutions, Industrial Solutions, Surface Technologies and Nutrition & Care segments. We are forecasting a slight improvement in earnings in the Chemicals segment. In the Materials segment, by contrast, we anticipate considerably lower EBIT before special items, driven by a decline in margins in the isocyanates business. We also expect the earnings generated by Other to be considerably below the prior-year figure. Positive measurement effects for our long-term incentive program arose in 2018, which we do not expect in 2019. In 2019, we expect to achieve a ROCE slightly above the underlying cost of capital percentage of 10%. The average cost of capital basis will increase in 2019 due to the full-year inclusion of the assets acquired from Bayer in August 2018. As a result, we expect the BASF Group's ROCE to decline slightly, i.e., at most one percentage point compared with the previous year. In 2018, ROCE amounted to 11.5% adjusted to the new segment structure. Compared with the previous year, we expect a considerable decline in ROCE in the Materials segment (2018: 26.1%) and a slight decrease in the Chemicals seg- ment (2018: 17.7%). By contrast, we anticipate slight year-on-year increases in the Surface Technologies (2018: 4.6%), Nutrition & Care (2018: 11.8%) and Agricultural Solutions (2018: 5.1%) segments, and a considerable increase in the Industrial Solutions segment (2018: 8.7%). The significant risks and opportunities that could affect our forecast are described in Opportunities and Risks on pages 123 to 130. Achievement of our sales and earnings forecast largely depends on the accuracy of our macroeconomic assumptions for 2019. 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 10% for 2018 and 2019, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." BASF Report 2018 120 We anticipate slightly higher sales for the BASF Group in 2019. The main contributing factors should be volumes growth and portfolio effects, especially from the acquisition of significant businesses from Bayer that was closed in August 2018. We expect considerable sales growth in the Agricultural Solutions and Nutrition & Care segments as well as in Other, and slightly higher sales in the Surface Technologies and Materials segments. Sales in the Chemicals segment are expect- ed to be on a level with the previous year. Our planning for the Indus- trial Solutions segment assumes slightly lower sales due to the transfer of BASF's paper and water chemicals business to the Solenis group as of January 31, 2019. United States We expect growth in our customer industries to continue. For the automotive industry, we anticipate a slight recovery after lower production in the previous year. Our outlook assumes that the trade conflict between the United States and its trading partners will ease over the course of the year, and that Brexit will occur without wider economic repercussions. Outlook 2019 Emerging markets of Asia 4.2% Japan 0.8% South America 2.0% We expect weaker global economic growth in 2019 compared with 2018. At 2.8%, global GDP growth will presumably be slower than in 2018 (+3.2%). Chemical production is expected to increase at a rate of 2.7%, on a level with the previous year (+2.7%). We anticipate an average oil price of $70 for a barrel of Brent blend crude and an exchange rate of $1.15 per euro. Despite the challenging environment characterized by a high level of uncertainty, we aim to grow profitably and slightly increase the BASF Group's sales and income from operations (EBIT) before special items in 2019. The return on capital employed (ROCE) should slightly exceed the cost of capital percentage but decline slightly compared with 2018. BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report Outlook 2019 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 119 We continue to forecast above-average growth in the health and nutrition sector, albeit slightly weaker than in the previous year. The expected decline in growth in the food industry is largely in line with the development of GDP. The pharmaceutical industry will presum- ably see a stronger decline in growth. Base effects play an important role there, since value creation in a number of countries - including Germany - rose exceptionally strongly in the previous year due to the introduction of new, high-value medications. The electronics industry will continue to benefit from increasing digitalization and automation, posting the highest growth rates of all customer industries. Production is concentrated in Asia and North America. However, growth is expected to weaken in both Asia and the United States. Overall, this will lead to a significant slowdown in global growth. Growth in consumer goods production should remain stable. Although global GDP growth - the most important demand driver - is likely to decline slightly, demand for consumer goods should stabilize on the back of rising private incomes. The expected regional differences in growth should follow the GDP trends described above. Trends in the global economy in 2019 ■ Slower growth forecast for the E.U. and the United States ■ Growth moderation expected in China ■ Continuation of recovery in Brazil Our forecasts for the E.U. assume that the United Kingdom will leave the E.U. in 2019, followed by a transitional period lasting until at least the end of 2020. The slowdown in growth already apparent in 2018 is likely to continue in the E.U. (the E.U. 27 and the United Kingdom¹); however, we continue to expect moderate growth over- all. Both export and domestic demand should see weaker growth. Germany in particular will be negatively impacted by slower growth in demand for investment goods, with GDP growth rates slightly below the E.U. average. As growth of eastern E.U. countries bene- fited particularly strongly from new inflows of E.U. cohesion and structural funds in 2017 and 2018, growth will presumably decline more strongly than in western Europe. For Russia, we expect weaker GDP growth compared with the previous year. We are forecasting slower economic momentum for the United States, although this will still be significantly above the long-term average. The impetus from the tax reform should slowly taper off. Consumer purchasing power will presumably be curbed by higher prices as a result of the hike in import duties on Chinese goods, while wages continue to see only moderate gains. Growth in the emerging markets of Asia is also expected to weak- en slightly. Many Asian markets have close links to China through foreign trade, so the anticipated growth moderation in China is a major factor. We expect higher trade tariffs with the United States to dampen export demand and negatively impact investment propen- sity. However, the Chinese economy should be supported by income and sales tax cuts as well as tax concessions for the private sector. We anticipate growth of just over 6% for China (2018: +6.6%). Our macroeconomic forecasts are based on the assumption that the trade conflict between the United States and its trading partners will ease over the course of the year, and that Brexit will occur without wider economic repercussions. In Japan, growth is expected to remain at the low prior-year level. Domestic demand should remain stable, although capacity bottle- necks will have a dampening effect on growth. The expected slow- down in China will curb export demand. In addition, the sales tax will be raised in October 2019, which should lead to lower consumer demand in the fourth quarter. 1 In the rest of this chapter, "E.U." refers to the E.U. 27 and the United Kingdom. BASF Report 2018 117 About This Report 1 To Our Shareholders 9,648 39,756 In South America, we expect the recovery in Brazil to continue, provided the newly elected president pursues a liberal, reform-oriented economic course. By contrast, the Argentinian economy will likely continue to contract as domestic demand suffers from high inflation. 3 Corporate Governance In a challenging environment characterized by a high level of uncertainty, the global economy is expected to grow by 2.8% in 2019, slower than in 2018 (+3.2%). In the European Union (E.U.), we anticipate weaker increases in both domestic demand and export demand from third countries. The United States will presumably deliver solid growth, although the stimulus effects of the tax reform should be less pronounced than in 2018. Growth in China will continue to cool but remain high compared with the advanced economies. The economic recovery in Brazil is expected to hold up. We expect growth in key customer industries to continue. For the automotive industry, we anticipate a slight recovery after lower produc- tion in the previous year. Global chemical production is fore- cast to grow by 2.7% in 2019, roughly at the same rate as in 2018 (+2.7%). For 2019, we expect an average oil price of $70 per barrel for Brent crude and an exchange rate of $1.15 per euro. Forecast Customer awards We again received awards from a number of satisfied customers in 2018. For example, in April 2018 we were named a 2017 General Motors (GM) Supplier of the Year for the thirteenth time since 2002. The award is presented to suppliers who distinguish themselves by meeting performance metrics for quality, execution, innovation and total enterprise cost. In October 2018, BASF was recognized by technology company 3M for its contribution to improving 3M's competitiveness with the 2017 3M Supplier of the Year Award in the Technology & Innovation category. BMW honored BASF in November 2018 with a BMW Supplier Inno- Ovation Award 2018 as the winner of the Sustainability category. BMW said that BASF achieved the best performance in CO2 emis- sions in the report published by the non-governmental organization CDP. BASF's anchoring of the fight against climate change within the company was cited as another reason for the decision. In addi- tion, BASF develops solutions that help its customers reduce CO2 emissions. 1 The method used to calculate customers in the previous year has been adjusted to the "sold-to" parties of our consolidated companies. The updated figure for 2017 is over 80,000 customers. 2 ISO 9001 is a standard published by the International Organization for Standardization (ISO) and sets out the requirements for a quality management system. Economic Environment in 2019 BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment in 2019 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 116 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Outlook for gross domestic product 2019 2.0% Emerging markets of Asia 5.7% Japan 0.7% South America United States 2.5% ■ Weaker growth expected in global industrial production Overall, we expect global industrial growth to be weaker in 2019, at 2.7% (2018: +3.2%). The trajectory should slow in both the advanced economies as well as in the emerging markets. We expect the transportation industry to return to growth after a slight decline in production in the previous year. In the E.U., automo- tive production will presumably decline again slightly; a slight decline in western Europe should contrast with moderate growth in the eastern E.U. countries. For North America, we are again forecasting weak growth after the slight decrease in 2018. In Asia, too, we anticipate a slight recovery overall, as the expiry of the tax incentives will no longer be felt in China and economic stimuli should take effect. Dynamic growth is again forecast for India. In Japan and South Korea, automotive production should return to positive terri- tory in 2019 after contracting in the previous year. By contrast, growth in South America will likely decline following the strong recovery effects in prior years. In the energy and raw materials sector, we anticipate slightly weaker production growth for 2019. The main driver is the lower growth rate forecast for utilities - which accounts for over 40% of value added in the sector - compared with 2018. This was partly attributable to the extraordinary weather conditions in 2018, which led to unusually high electricity and water consumption. We anticipate largely stable global growth in the construction industry with wide regional variance. Construction in western Europe will soften somewhat, partly due to capacity bottlenecks (Germany) and partly to the limitations of subsidy programs (France). Private sector construction activity in the United Kingdom is expect- ed to remain sluggish due to macroeconomic uncertainty. By con- trast, the construction industry in eastern Europe should remain dynamic with strong growth rates, although weaker than in the previous year. We are again seeing a weak development in the United States against a backdrop of rising mortgage rates and construction costs, while growth in Asia is expected to remain stable at a high level, especially in infrastructure. In South America, we anticipate stronger growth in line with the ongoing economic recovery in Brazil. Outlook for key customer industries 1.5% European Union 2.9% Real change compared with previous year World 2.8% European Union 1.4% United States 2.3% Emerging markets of Asia 5.8% Japan 0.8% South America 1.8% Trends in gross domestic product 2019-2021 Average annual real change World Quality management Of which women (%) For more information on the new segment structure, see The BASF Group on page 19 and Note 4 to the Consolidated Financial Statements from page 211 onward About This Report 30.0% 41,910 Women 24.2% 48,826 Men (Total: 122,404, of which 25.1% women, as of December 31, 2018) BASF Group employee age structure employees over the long term. Mixed-age teams also benefit from the combination of different skills and perspectives, for example, by bringing together knowledge of digital technologies with many years of experience and process expertise. We have various measures in place to foster this transfer of knowledge and experience, and learn- ing from each other. Given the special role that our leaders assume, the topic "leadership in times of demographic change" forms a part of many of our leadership programs. Diversity also relates to the company's demographic profile, which varies widely by region within the BASF Group. Our aim is to create a suitable framework to help maintain the employability of our per- sonnel at all stages of life and ensure the availability of qualified Our leaders play an important role in its implementation. We support them by integrating topics such as inclusive leadership into our leadership development courses. Special seminars and training events are held to sensitize leaders to issues such as unconscious bias. This enables them to remain as objective as possible when making personnel decisions, for example, to avoid unconscious biases in favor of or against candidates with certain characteristics or views. Promoting and valuing diversity across all hierarchical levels is an integral part of our strategy and is also embedded in our corporate values. BASF strives to foster a working environment based on mutual respect, trust and appreciation. This is enshrined in our global Competency Model, which provides a framework for our employees and leaders. The inclusion of diversity is anchored in this model as one of the behaviors expected of employees and leaders. The strong global character of our markets translates into different customer requirements - and we want to reflect this diversity among our employees, too. For us, diversity means, among other things, having people from different backgrounds working at our company who can draw on their individual perspectives and skills to grow our business. This diversity is important to us because it enables our employees to better meet our customers' needs. By valuing and promoting employee diversity, we boost our teams' performance and power of innovation, and increase creativity, motivation and each and every individual's identification with the company. ■ Promoting diversity is part of our company culture [Inclusion of diversity] 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 75.8% 2 Management's Report Employees 干干 ■■27.8% December 31, 2018 Professionals² (Senior) executives¹ Leaders and professionals in the BASF Group² Considering the low rate of turnover in the BASF Group's leadership team, this is an ambitious goal that we want to achieve through various measures. At BASF in North America, for example, diversity considerations such as gender or ethnic background are systematic- ally considered when drawing up candidate lists and interview pan- els for all vacant positions. BASF has been a member of the Chef- sache initiative since 2016, a network of leaders from industry, aca- demia, the public sector and media. The initiative aims to initiate social change such as increasing the percentage of women in leadership positions in Germany. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 21.7% at the end of 2018 (2017: 20.5%). 22-24% Proportion of women in leadership positions with disciplinary responsibility 2021 target 1 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. 2 Excluding employees of the businesses acquired from Bayer Since 2015, BASF has set itself global quantitative goals for increas- ing the percentage of women in leadership positions. We aim to increase this ratio to 22-24% worldwide by 2021, so that the pro- portion of women in leadership positions reflects the share of female employees in the BASF Group when the target was set. We also promote diversity in leadership development. Our global approach is evidenced by the high percentage of non-German senior executives, 1 for example. This was 40.4% at the end of 2018 (2017: 38.9%). Our goal is to continue to maintain this figure at significantly above the 2003 baseline (30%). 55 years and up 17.2% 82.8% 23,084 40-54 years 26-39 years Up to and including 25 years 72.2% 8,584 1 To Our Shareholders 70.0% 111 About This Report 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews [Employee engagement] ■ Next employee survey to be conducted in 2019 BASF can rely on the engagement of its employees. Employee engagement is shown by, for example, a passion for the job, a dedication to top performance and a commitment to BASF. Previ- ous global employee surveys have shown that employee engage- ment is already high, and we aim to keep it this way and increase it even further where possible. As part of our updated corporate strategy, we have therefore set ourselves the following goal for the coming years from 2019 onward: More than 80% of our employ- ees feel that at BASF, they can thrive and perform at their best. Our employee engagement level will be regularly calculated as an index score based on set questions in employee surveys. We identify improvement areas based on survey results to further strengthen the engagement of our employees. 2 Management's Report Employees Global employee surveys and pulse checks are and will remain an established feedback tool in the BASF Group, and are used to actively involve employees in shaping their working environment. The results are communicated to employees, the Board of Executive Directors and the Supervisory Board. We have performed regular global employee surveys since 2008. As part of the updated corpo- rate strategy, we conducted a global "pulse check" in 2018. We surveyed around 24,000 randomly chosen employees worldwide on topics such as customer focus, innovation, digitalization, sustain- ability and safety awareness. The results of this survey were taken into account in the strategy development process. We will conduct the next employee survey in 2019 based on an updated concept. What we expect from our leaders] ■ Leaders as role models Our leaders and their teams should make a sustainable contribution to BASF's success and to safeguarding its future. This is why we want to strengthen leadership impact. We understand impactful leadership as leaders that serve as role models by developing and implementing business strategies in line with our corporate values. They should also have a positive impact on shaping day-to-day business, mobilizing employees and fostering their development. These expectations are part of the standard global nomination crite- ria for leadership candidates. Our leadership culture is founded on a global Competency Model, which sets out specific behavioral stan- dards, as well as our global Code of Conduct. We offer our leaders learning and development opportunities for each phase of their career, as well as various formats that enable them to share knowl- edge and learn from one another. Global, regional and local offerings are optimally coordinated. Regular feedback plays an important role in the development of leaders. In 2018, we tested new digital tools for providing direct, timely feedback in a number of business and functional units. This complements BASF's long-established Global Leadership Feed- back tool, where leaders receive feedback from their employees, managers, colleagues and customers on different aspects of their leadership conduct, and derive conclusions and activities from this in a follow-up process. In the coming years, we will introduce addi- tional feedback tools. The use of these tools is binding in order to further enhance our strong feedback culture and promote personal development among our leaders on a regular basis. Leaders and digital transformation Leaders play a special role in driving forward digitalization. We offer training and other resources to prepare them and help them inspire their teams about the digital transformation. One example is the BASF Leadership Camp held in the fall of 2018, where leaders from all of the regions came together to discuss topics such as the role of leaders and the challenges of the digital transformation facing them, as well as the possibilities of digital project management. Leaders were also given the oppor- tunity to participate in a modular course with cross-company digitalization projects. The program was run under the auspices of the Digital Academy, a network of large companies and the Mannheim Business School, which aims to drive forward the digital transformation in Germany. BASF Report 2018 On January 31, 2019, BASF and Solenis completed the transfer of BASF's paper and water chemicals business to Solenis as announced in May 2018. The business was allocated to the Performance Chemicals division until this date. As of February 1, 2019, we hold a 49% share in Solenis. The transaction includes production sites and plants of BASF's paper and water chemicals business in Bradford and Grimsby, U.K.; Suffolk, Virginia; Altamira, Mexico; Ankleshwar, India; and Kwinana, Australia. Since closing, we have accounted for our share in Solenis' income after taxes using the equity method due to our significant influence, and included this in EBIT of the BASF Group, presented in Other. Kuantan, Malaysia Mundra, India Zhanjiang, China 1 In cooperation with Adani Group Construction: production plant for vitamin A Construction: production plant for ibuprofen Capacity expansion: acrylic acid and butyl acrylate Investment: acrylics value chain¹ Establishment of an integrated Verbund site ately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employ- ees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. Some of these contribution plans include minimum interest guarantees. If the pen- sion fund cannot generate this, it must be provided by the employer. A permanent continuation of the low interest rate environment could make it necessary to recognize pension obligations and plan assets for these plans as well. We stand by our ambitious dividend policy and offer our share- holders an attractive dividend yield. We aim to increase our dividend each year. About This Report Information on the proposed dividend can be found on page 13 BASF Report 2018 122 Events after the reporting period Dividend Information on our financing policies can be found on page 54 Replacement: acetylene plant Financing Capex by region 2019-2023 South America, Africa, 1% Middle East Location Project Asia Pacific 27% Antwerp, Belgium Geismar, Louisiana Capacity expansion: integrated ethylene oxide complex Capacity expansion: MDI plant In 2019, we expect cash outflows in the equivalent amount of around €2.0 billion from the scheduled repayment of bonds. To refi- nance maturing bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our U.S. dollar commercial paper program at our disposal. €21.3 billion 130 North America 24% 33% Chemicals 15% Materials 8% Industrial Solutions 5% Alternative sites currently being investigated 43% Europe Ludwigshafen, Germany BASF Report 2018 Acquisitions For more information on sustainability management, see page 36 onward Potential applications of digital technologies and solutions along the entire value chain are investigated in both the operational and func- tional divisions as well as by cross-divisional teams, and tested in dedicated pilot projects. They are supported here by the Digitaliza- tion & Information Services unit. We analyze the opportunities and risks of digitalization in Production, Logistics, Research & Develop- ment and for business models as well as in corporate functions such as Finance, Human Resources, Procurement & Supply Chain Ser- vices, Legal, Taxes, Insurance & Intellectual Property. The opportuni- ties and risks of digitalization are steered by the operational and functional divisions. The trust of customers and consumers is essential for the success- ful introduction of new technologies. That is why we enter into dialog with our stakeholders at an early stage of development. For more information on portfolio management using the Sustainable Solution Steering method, see page 37 onward For more information on innovation and digitalization, see page 31 onward BASF Report 2018 129 About This Report 1 To Our Shareholders 2 Management's Report Opportunities and Risks Surface Technologies 11% 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Portfolio development through investments Our decisions on the type, scope and locations of our investment projects are based on assumptions related to the long-term develop- ment of markets, margins and costs, as well as raw material avail- ability and country, currency and technology risks. Opportunities and risks arise from potential deviations in actual developments from our assumptions. We expect the increase in chemical production in emerging markets in the coming years to remain above the global average. This will create opportunities that we want to exploit by expanding our local presence. Research activities funded by the BASF Group promote the targeted development and enhancement of key technologies as well as the establishment of new business areas. Focus areas in research are determined based on their strategic relevance for BASF, above and beyond existing business areas. We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project portfolio, as well as through professional, milestone-based project management. For more information on energy and climate protection, see page 103 onward For more information on opportunities and risks from energy policies, see page 126 regions: Europe, Asia Pacific and North America. Together with the development units in our operating divisions, they form the core of the global Know-How Verbund. Our strong regional presence opens up opportunities to participate in local innovation processes and gain access to local talent. We optimize the effectiveness and effi- ciency of our research activities through our global Know-How Verbund. The trend toward increased sustainability requirements in our cus- tomer industries continues. Our aim is to leverage the resulting opportunities in a growing market even more effectively in the future with more sustainable innovations. This is why we applied the Sustainable Solution Steering method, which is used to evaluate the sustainability of our product portfolio, to assessments of innovation projects, and integrated it into an early stage of our research and development processes as well as the development of our business strategies. In this way, we want to benefit from the higher profitability of our Accelerator solutions compared with the rest of our evaluated portfolio. At the same time, as of 2018, we reduce reputational and financial risks by phasing out products for which we have identified substantial sustainability concerns ("Challenged" products) within five years of initial classification as such at the latest. We must develop action plans for these products at an early stage to minimize any potential financial risks. These can include research projects, reformulations or even replacing one product with another. For example, the material topic "energy and climate" is analyzed to enable us to identify, assess and manage climate-related risks and opportunities. For BASF as an energy-intensive company, these arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legislation. As part of our sustainability management, we also assess the opportunities and risks associated with the topics we have identified as material. These also include the increasing internalization of external effects, through which positive and negative earnings contributions from companies' activities that were previously borne by the community are attributed to these companies. Sustainability Recruitment and long-term retention of qualified employees BASF anticipates growing challenges in attracting qualified employ- ees in the medium and long term due to demographic change, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suitable applicants, or only after a delay. We address these risks with mea- sures to integrate diversity, employee and leadership development, and intensified employer branding. At local level, demographic management includes succession planning, knowledge manage- ment and offerings to improve the balance between personal and professional life and promote healthy living. This increases BASF's appeal as an employer and retains our employees in the long term. For more information on the individual initiatives and our goals, see page 110 onward The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of syner- gies, or the assumption of obligations that were not precisely quanti- fiable in advance. If our expectations in this regard are not fulfilled, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from addi- tional synergies. In the future, we will continue to refine our portfolio through acquisi- tions that promise above-average profitable growth as part of the BASF Verbund and help to reach a relevant market position. We also take into account whether they are innovation-driven or offer a technological differentiation, and make new, sustainable business models possible. For more information on our investment plans, see page 122 We are continuing to evaluate an investment in a world-scale methane-to-propylene complex on the U.S. Gulf Coast and conduct regular assessments, taking into account raw materials prices and the relevant market conditions. Long-term opportunities and risks Long-term demand development We assume that chemical production (excluding pharmaceuticals) will grow slightly faster than global gross domestic product over the next five years and be slightly below the previous five-year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capacities, research and development activities and acquisitions, we aim to achieve volumes growth that exceeds this market growth. Should global economic growth see unexpected, considerable deceleration, due for example to an ongoing weak period in the emerging markets, protectionist tendencies or to geo- political crises, the expected growth rates could prove too ambi- tious. As a result of our high degree of diversification across various customer industries and regions, we would still expect our growth to be above the market average, even under these conditions. For more information on the corporate strategy, see page 25 onward Development of competitive and customer landscape We expect competitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. Furthermore, we predict that many producers in countries rich in raw materials will expand their value chains. We counter this risk through active port- folio management. We exit markets in which we see only limited possibilities to stand out from competitors in the long term. We continuously improve our processes in order to remain competi- tive through our operational excellence. Our strategic excellence program, which will run from 2019 to 2021, also contributes to this aim. The program will include measures focused on production, logistics, research and development as well as digitalization and automation activities and organizational development. We expect this program to contribute around €2 billion in income each year from 2021 onward. In order to achieve lasting profitable growth, tap into new market segments and customers, and make our customers more success- ful, our research and business focus is on highly innovative business areas, some of which we enter into through strategic cooperative partnerships. Innovation The central research areas Process Research & Chemical Engineer- ing, Advanced Materials & Systems Research and Bioscience Research serve as global platforms headquartered in our key Nutrition & Care 9% 1 To Our Shareholders Agricultural Solutions 6% 2018 Forecast 2019 2018 11,694 at prior-year level 1,587 2 Management's Report Opportunities and Risks 13,270 slight increase 2,400 9,120 slight decline 668 13,655 slight increase Sales 690 Forecast 2019 BASF Group About This Report 1 To Our Shareholders 2 Management's Report Outlook 2019 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Forecast by segment¹,2 Million € Chemicals Materials Industrial Solutions Surface Technologies Nutrition & Care Agricultural Solutions Other Income from operations (EBIT) before special items 5,940 considerable increase 736 Sales in Other are expected to increase considerably in 2019, mainly as a result of higher volumes in raw materials trading. For EBIT before special items, we are forecasting a figure considerably below the previous year due to the positive measurement effects for our long-term incentive program that arose in 2018, which we do not expect in 2019. BASF Report 2018 121 About This Report 1 To Our Shareholders 2 Management's Report Outlook 2019 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Capital expenditures ■ Capex of around €3.8 billion planned for 2019 We are planning total capital expenditures (additions to property, plant and equipment excluding acquisitions, IT investments, restora- tion obligations and right-of-use assets arising from leases) of around €3.8 billion for the BASF Group in 2019. For the period from 2019 to 2023, we have planned capital expenditures totaling €21.3 billion. The investment volume in the coming years thus exceeds that of the planning period 2018 to 2022. Projects currently being planned or underway include: Capex: selected projects Capex by segment 2019-2023 Other 18% (infrastructure, R&D) Despite the continuing challenging market environment, we antici- pate considerable sales growth in the Agricultural Solutions seg- ment due in particular to the businesses acquired from Bayer and higher volumes. We also expect a considerable increase in EBIT before special items overall. In 2019, we will launch a program to boost efficiency to offset factors such as the rise in fixed costs. We will also continue to invest at a high level in research and develop- ment and digitalization. For the Nutrition & Care segment, we anticipate considerably higher sales than in 2018, largely from volumes growth in both divi- sions. In the Nutrition & Health division in particular, our planning assumes improved product availability following the restart of the citral plant in Ludwigshafen, Germany, and the ibuprofen plant in Bishop, Texas, as well as the startup of the menthol plant in Kuantan, Malaysia. We also expect EBIT before special items to considerably exceed the prior-year figure, mainly from higher sales volumes. Softer margins for vitamins and the absence of insurance refunds compared with the previous year will have an offsetting effect. In the Surface Technologies segment, sales should rise slightly as a result of volumes growth and higher prices. Despite the challeng- ing market situation, especially in the automotive industry, we expect sales to increase in all divisions. We aim to considerably increase EBIT before special items, primarily with improved margins and strict cost discipline. Sales in the Industrial Solutions segment will likely decrease slightly in 2019. We expect a considerable decline in sales in the Perfor- mance Chemicals division due to the transfer of BASF's paper and water chemicals business to the Solenis group as of January 31, 2019. The higher volumes and prices forecast in the Performance Chemicals division's remaining businesses as well as in the Disper- sions & Pigments division and will not be able to completely com- pensate for this. Despite the continued challenging market environ- ment, we anticipate a considerable increase in EBIT before special items for the segment, mainly from higher volumes and stronger margins. 6,156 considerable increase 734 slight increase considerable decline considerable increase considerable increase considerable increase considerable increase 2,840 62,675 5 Supplementary Information Oil and Gas Business 6 Overviews (462) €21.3 billion slight increase considerable decline slight increase 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). 2 We have based the outlook on the segment structure as of January 1, 2019, and adjusted the segment data for 2018 accordingly. In addition to the new segment structure, the composition of a number of divisions has also changed. Sales and earnings forecast for the segments In the Chemicals segment, we expect sales to reach the prior-year level in 2019. We anticipate higher volumes, especially of styrenes, plasticizers and oxo alcohols in the Petrochemicals division, and of amines and polyalcohols in the Intermediates division. By contrast, we expect lower volumes of steam cracker products due to sched- uled shutdowns of the steam crackers in Port Arthur, Texas; Ant- werp, Belgium; and Ludwigshafen, Germany. EBIT before special items will presumably be slightly above the 2018 level: In particular, we are forecasting improved margins in the butanediol value chain in the Intermediates division, as well as for acrylic acid and its deriva- tives in the Petrochemicals division. We expect sales in the Materials segment to be slightly above the prior-year level in 2019. In the Performance Materials division, we anticipate stronger volumes and higher prices on average. This should more than offset the significantly lower prices in the isocya- nates business in the Monomers division as a result of additional capacities from competitors, especially in the Middle East and Asia. In addition, the acquisition of Solvay's integrated polyamide busi- ness is expected to deliver a positive contribution in the second half of 2019. We anticipate considerably lower EBIT before special items compared with 2018, driven mainly by the expected decline in mar- gins in the isocyanates business. 6,353 considerable increase 4 Consolidated Financial Statements 2 Management's Report Opportunities and Risks Divisions & Intellectual Property Legal, Taxes, Insurance Corporate Controlling Finance Chief Compliance Officer Functional and corporate units Board of Executive Directors ↑ Supervisory Board Regions Corporate Audit Organization of BASF Group's risk management BASF's Chief Compliance Officer (CCO) manages the implemen- tation of our Compliance Management System, supported by additional compliance officers worldwide. He regularly reports to The management of specific opportunities and risks is largely delegated to the business units and is steered at a regional or local level. Risks relating to exchange rates and raw materials prices are an exception. In this case, there is an initial consolida- tion at a Group level before derivative hedging instruments, for example, are used. A network of risk managers in the business, functional and corpo- rate units as well as in the regions and at the Verbund sites advances the implementation of appropriate risk management practices in daily operations. - - - The Board of Executive Directors is supported by the units Finance, Corporate Controlling, Corporate Development and Legal, Taxes, Insurance & Intellectual Property, and the Chief Compliance Officer. These units coordinate the risk management process at a Group level and provide the structure and appropri- ate methodology. Opportunity and risk management is thus inte- grated into the strategy, planning and budgeting processes. Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. - Organization and responsibilities - Corporate Development the Board of Executive Directors on the status of implementation as well as on any significant results. He also provides a status report to the Supervisory Board's Audit Committee at least once a year, including any major developments. In the event of signifi- cant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. The internal auditing unit (Corporate Audit) is responsible for regu- larly auditing the risk management system established by the Board of Executive Directors in accordance with section 91(2) of the German Stock Corporation Act. Furthermore, as part of its monitoring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management sys- tem. The suitability of the early detection system we set up for risks is evaluated by our external auditor. Significant features of the internal control and risk management system with regard to the Group financial reporting process For more information on our Group-wide Compliance Program, see page 140 onward Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these mandato- ry standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. As part of strategy development in the strategic business units, the Corporate Development unit conducts strategic opportunity/ risk analyses with a 10-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. The BASF Group's management is informed about operational opportunities and risks (observation period of up to one year) in the monthly management report produced by the Corporate Controlling unit. In addition, Corporate Controlling and Finance provide information twice a year on the aggregated opportunity/ risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which has a more than €10 million impact on earnings or bears reputational risks, it must be immediately reported. - 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 124 BASF Report 2018 - The nonfinancial topics relevant for BASF are addressed by the responsible functional units, which assess the risks identified as being relevant according to impact and probability of occurrence. We identify opportunities and risks that arise in connection with the topics of environment, society and governance with our sustainability management tools. We have established global monitoring systems to check adherence to laws and our voluntary commitments in these areas. These also incorporate our suppliers. For more information on our sustainability management processes, see page 36 onward - - A catalog of opportunity and risk categories helps to identify all relevant opportunities and risks as comprehensively as possible. We use standardized evaluation and reporting tools for the identi- fication and assessment of risks. The aggregation of opportuni- ties, risks and sensitivities at division and Group level using a Monte Carlo simulation helps us to identify effects and trends across the Group. Functional units External auditors Verbund sites - · The Risk Management Policy, applicable throughout the Group, forms the framework for risk management and is implemented by the business units according to their particular business condi- tions. Instruments The BASF Group's risk management process is based on the inter- national risk management standard COSO II Enterprise Risk Management - Integrated Framework (2004), and has the following key features: ■ Aggregation at a Group level ■ Decentralized management of specific opportunities and risks ■ Integrated process for identification, assessment and reporting Competition Margins Market growth Business environment and sector Possible variations related to: Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken¹ Ultimately, however, residual risks remain in all entrepreneurial activi- ties that cannot be ruled out, even by comprehensive risk manage- ment. According to our assessment, there continue to be no significant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of another global economic crisis. For 2019, we expect the global economy to continue to grow at a slightly slower pace than in the previous year. Important opportuni- ties and risks for our earnings are associated with uncertainty regarding market growth and the development of key customer industries, as well as margin volatility. In particular, a further escala- tion of the trade conflicts between the United States and its trade partners and a considerable slowdown of the Chinese economy pose significant risks. Such a development would negatively affect demand for intermediate and investment goods. This would impact the emerging markets that export raw materials as well as the advanced economies. This is especially true for Europe. Further risks to the global economy arise from an escalation of geopolitical conflicts. ■ No threat to continued existence of BASF ■ Significant opportunities and risks arise from overall economic developments and margin volatility Overall assessment In order to effectively measure and manage identified opportunities and risks, we quantify these where appropriate in terms of proba- bility and economic impact in the event they occur. Where possible, we use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. impact the achievement of our goals Events that can negatively Risks Potential successes that exceed our defined goals Opportunities The goal of BASF's risk management is to identify and evalu- ate opportunities and risks as early as possible and to take appropriate measures in order to seize opportunities and limit business losses. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create value. We define opportuni- ties as potential successes that exceed our defined goals. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. Opportunities and Risks 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Regulation/policy ■ Conducted in accordance with standardized Group guidelines Company-specific opportunities and risks Purchasing/supply chain Investments/production Acquisitions/divestitures/cooperations Information technology Risk management process 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 123 BASF Report 2018 1 Using a 95% confidence interval per risk factor based on planned values; summation is not permissible. 2019 + - Outlook ≥ €1,500 million €2,000 million > €1,000 million <€1,500 million ≥ €500 million €100 million < €500 million <€1,000 million < €100 million Other financial opportunities and risks Exchange rate volatility Financial Law Personnel ■ Segregation of duties, principle of dual control and clearly regulated access rights ■ Annual evaluation of the control environment and relevant processes at significant companies The Consolidated Financial Statements are prepared by a unit in the Finance division. BASF Group's accounting process is based on a uniform accounting guideline that sets out accounting policies and the significant processes and deadlines on a Group-wide basis. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 127 BASF Report 2018 The management of liquidity, currency and interest rate risks is conducted in the Treasury unit. The management of commodity price risks takes place in the Procurement & Supply Chain Services functional unit or in appropriately authorized Group companies. Detailed guidelines and procedures exist for dealing with financial Financial opportunities and risks We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clear- ance research. As part of our Group-wide Compliance Program, our employees receive regular training. We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analyses and assess- ments of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, independent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close cooperation between the relevant operating and functional units together with the Legal and Finance units. If sufficient probabil- ity of occurrence is identified, a provision is recognized accordingly for each proceeding. Should a provision be unnecessary, general risk management continues to assess whether these litigations nevertheless give rise to a risk for the EBIT of the BASF Group. Legal disputes and proceedings based on these regulations. BASF also established the Cyber De- fense Center in 2015, is a member of Cyber Security Sharing and Analytics e.V. (CSSA) and a founding member of the German Cyber- security Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. To minimize such risks, BASF uses globally uniform processes and systems to ensure IT security, such as stable and redundantly designed IT systems, backup processes, virus and access protec- tion, encryption systems as well as integrated, Group-wide stan- dardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk management is conducted using Group-wide regulations for organization and application, as well as an internal control system BASF relies on a large number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect process safety and the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records, competition-related information or research results, can result in legal consequences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. Information technology risks For more information on our compensation system, see page 114 For more information on risks from pension obligations, see page 129 variable compensation, which is linked to the company's success, among other factors. The correlation between variable compensa- tion and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discount- ing pension obligations. Furthermore, changes to the legal environ- ment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly monitored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. Due to BASF's worldwide compensation principles, the develop- ment of personnel expenses is partly dependent on the amount of Personnel Opportunities and risks arise in connection with acquisitions and divestitures from the conclusion of a transaction, or it being com- pleted earlier or later than expected. They relate to the regular earnings contributions gained or lost as well as the realization of gains or losses from divestitures if these deviate from our planning assumptions. In the case of transactions involving the contribution of businesses to an investment accounted for using the equity method, a risk of impairment of these investments can arise. The extent of this risk depends on factors such as the amount of hidden reserves uncovered within the scope of initial measurement of the investment accounted for using the equity method. We are constantly watching our environment in order to identify possible targets and develop our portfolio appropriately. In addition, we work together in collaborations with customers and partners to jointly develop new, competitive products and applications. risks. Among other things, they provide for the segregation of trad- ing and back office functions. Acquisitions, divestitures and cooperations As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. The chief aim is the reduction of counterparty, transfer and currency risks for the BASF Group. Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's sales, opportunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year appreciation of the U.S. dollar against the euro by $0.01 would result in an increase of around €45 million in the BASF Group's EBIT, assuming other conditions remain the same. On the production side, we counter exchange rate risks by producing in the respective currency zones. 1 To Our Shareholders About This Report 128 BASF Report 2018 Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzerland. To address the risk of underfund- ing due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simu- lated regularly by means of portfolio analyses. An adjustment to the interest rates used in discounting pension obligations leads immedi- Risks from pension obligations For more information on the long-term incentive program, see the Notes to the Consolidated Financial Statements from page 263 onward Our senior executives have the opportunity to participate in a share price-based compensation program. The need for provisions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corre- sponding increase or decrease in personnel costs. Long-term incentive program for senior executives Asset impairment risks arise if the assumed interest rate in an impairment test increases, the predicted cash flows decline, or investment projects are suspended. In the current business environ- ment, we consider impairment risks for individual assets such as customer relationships, technologies and trademarks, as well as goodwill, to be nonmaterial. Impairment risks by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Risks are also limited through the use of credit insurance and bank guarantees. We limit country-specific risks with measures based on internally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use invest- ment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditworthiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables Risk of asset losses For more information on the maturity profile of our financial indebtedness, see the explanations in the Financial Position on page 54 and the Notes to the Consolidated Financial Statements from page 246 onward Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquid- ity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against poten- tial refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. Liquidity risks In the catalysts business, BASF employs commodity derivatives for precious metals and trades precious metals on behalf of third parties and on its own account. Appropriate commodity derivatives are also traded to optimize BASF's supply of refinery products, gas and other petrochemical raw materials. To address specific risks associ- ated with these trades, we set and continuously monitor limits with regard to the type and scope of the deals concluded. Risks from metal and raw materials trading In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are main- ly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the balanced maturity profile of its financial indebtedness. Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed- rate instruments and fluctuations in the interest payments for variable-rate financial instruments, which would positively or nega- tively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used in individu- al cases. Interest rate risks Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instru- ments, if necessary. Exchange rate volatility 3 Corporate Governance For more information on emergency response, see page 98 onward and basf.com/emergency_response In the event of a production outage - caused by an accident, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They not only coordinate the necessary emer- gency response measures, they also initiate the immediate mea- sures for damage control and resumption of normal operations as quickly as possible. Short-term opportunities and risks 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 125 BASF Report 2018 Internal confirmation of the internal control system All managing directors and chief financial officers of each consol- idated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. The managers responsible receive reports on any control weak- nesses identified and their resolution, and an interdisciplinary committee investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed once control weaknesses have been identified that have a considerable impact on financial reporting. Only after material control weaknesses have been resolved does the company's managing director confirm the effectiveness of the internal control system. Monitoring of control weaknesses After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effec- tive. Assessment of control activities Identification and documentation of control activities In order to mitigate the risks to the financial reporting processes listed in our central risk catalog, critical processes and control activities are documented. Adherence to internal and external guidelines that are relevant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire. _ In these companies, the process comprises the following steps: Evaluation of the control environment Moreover, a centralized selection process identifies companies that are exposed to particular risks, that are material to the Consoli- dated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. In the relevant companies, one person is given the responsibility of monitoring the execution of the requirements for an effective control system in financial reporting. The significant risks for the BASF Group regarding a reliable control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. An internal control system for financial reporting continuously moni- tors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in financial reporting is structured and uniform across the BASF Group. Employees involved in the accounting and reporting process meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. We strictly adhere to the principles of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are produced by specialized service providers or specially qualified employees. There are binding directives for the internal reconciliations and other accounting operations within the Group. Standard software is used to carry out the accounting processes for the preparation of the individual financial statements as well as for the Consolidated Finan- cial Statements. There are clear rules for the access rights of each participant in these processes. Development of demand Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget breaches. We counter these risks with highly experienced project management and controlling. The development of our sales markets is one of the strongest sources of opportunities and risks. More details on our assumptions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construc- tion sectors, can be found under Economic Environment in 2019 on pages 117 to 119. Should the macroeconomic environment develop more slowly than we predict, we expect a lower oil price. In this case, we also expect the euro to weaken relative to the U.S. dollar in the medium term as compared with our planning assumptions, as the eurozone's econ- omy shows a high level of dependency on exports and, in times of global economic weakness, the U.S. dollar is preferred by portfolio investors as a safe haven. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 126 BASF Report 2018 We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of unscheduled shutdowns on the supply of inter- mediate and end products through diversification within our global production Verbund. Production and investments We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the conse- quences of potential nondelivery. We continuously monitor the credit risk of important business partners. We address the risk of supply interruptions on the procurement and sales side as a result of extreme weather conditions (such as high/low water levels on rivers, hurricanes) by switching to unaffected logistics carriers and the possibility of falling back on unaffected sites within our global Verbund. Purchasing and supply chain Political measures could also give rise to opportunities. For example, we view the worldwide expansion of renewable energy and mea- sures to increase energy efficiency as an opportunity for increased demand for our products, such as our insulation foams for buildings or our solutions for wind turbines. Our broad product portfolio enables us to offer alternatives if chemicals have to be substituted as a result of restrictions in connection with the REACH chemicals regulation or new standards in our customers' industries. of a no-deal hard Brexit with no transition phase. Alternative logistics concepts include, for example, leasing additional warehouse space, establishing consignment warehouses or technical expansions in our ERP systems to be able to react to additional customs require- ments on the systems side as well. Economic and political uncertainties may arise as a result of Brexit. At this point in time, it is not yet clear what the future relationship between the European Union and the United Kingdom will look like post-Brexit and what specific consequences this will have for our sites, our supply chains and the regulatory environment. A cross- divisional Brexit team has been established to prepare the BASF organization for various exit scenarios and enable it to promptly react to political decisions. Together with our operating units, suppli- ers, customers and logistics partners, we have identified problems and steps to avoid supply chain disruptions, especially in the event Risks for us can arise from intensified geopolitical tensions, new trade sanctions, stricter emissions limits for plants or energy and climate laws. In addition, risks to the BASF Group can be posed by further regulations in key customer industries or on the use or regis- tration of agricultural and other chemicals. Regulation and political risks We continuously enhance our products and solutions in order to maintain competitive ability. We watch the market and the competi- tion, and try to take targeted advantage of opportunities and count- er emerging risks with suitable measures. Aside from innovation, key components of our competitiveness are our ongoing cost manage- ment and our continuous process optimization. Competition This would have a negative effect on our EBIT. In addition, the contribution attributable to BASF from the agreed combination of BASF's and LetterOne's oil and gas businesses will only be included in EBIT again on closing of the transaction. This would have a com- pensating effect on margin pressure in the chemicals business if oil and gas prices rise. The year's average oil price for Brent crude was around $71 per barrel in 2018, compared with $54 per barrel in the previous year. For 2019, we anticipate an average oil price of $70 per barrel. We therefore expect price levels for the raw materials and petrochemical basic products that are important to our business to remain constant or decrease slightly. Margin risks for the BASF Group result on the one hand from a fur- ther decline in margins in the Chemicals segment or the isocyanates business. New capacities or raw materials shortages could also increase margin pressure on a number of products and value chains. Margin volatility Weather-related influences can result in positive or negative effects, especially on our crop protection business. We also consider risks from deviations in assumptions. We continue to see a significant macroeconomic risk in a further escalation of the trade conflicts between the United States and its trade partners and an increased slowdown of the Chinese economy, which would have considerable impact on demand for intermediate goods for indus- trial production as well as investment goods. This would have an effect on emerging markets that export raw materials as well as on advanced economies that specialize in technological goods. Risks to the global economy would also be posed by the possible escala- tion of geopolitical conflicts. 3 Corporate Governance Corporate Governance Report 2 Management's Report - The independent Supervisory Board members are named under Management and Supervisory Boards from page 144 onward For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the following section According to the Supervisory Board's assessment, 10 of the 12 cur- rent members are considered independent based on the above criteria. Two members of the Supervisory Board no longer meet the independence criteria as they have been members of the Super- visory Board since May 1998 and May 2003. These two members I will not be proposed for reelection in the regular election of the Supervisory Board at the Annual Shareholders' Meeting on May 3, 2019, and will retire from the Supervisory Board. According to the Supervisory Board's own assessment, its current composition already meets nearly all of the requirements of the competence profile. Only the competence area of digitalization is not yet completely covered. The Supervisory Board intends to meet the competence profile in full with its nominations for election to the Supervisory Board in 2019. Status of implementation merely temporary conflict of interest. The Supervisory Board has additionally defined the following principles to clarify the meaning of independence: The independence of employee representatives is not compromised by their role as an employee representative or employment by BASF SE or a Group company. Prior membership of the Board of Executive Directors does not preclude indepen- dence following the expiry of the statutory cooling-off period of two years. Members who have sat on the Supervisory Board for more than 15 years are not considered independent. Based on these criteria, the Supervisory Board should comprise at least 10 independent members; this also means that of the total of six shareholder representatives, at least four must be independent. Independence: All Supervisory Board members should be inde- pendent within the meaning of the criteria specified in the German Corporate Governance Code. This means that they may not have a personal or business relationship with BASF, its governing bod- ies, a controlling shareholder or a company affiliated with this controlling shareholder that may cause a substantial and not Commitments to promote the participation of women in leadership positions at BASF SE - Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments to governing bodies and the recommen- dations of the German Corporate Governance Code must be complied with and the demands of the capital market given appropriate consideration when accepting further appointments. Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Share- holders' Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed 15 years; this corresponds to three regular statutory periods in office. - Further composition objectives - At least 30% under the age of 60 At least 50% of members have different educational backgrounds and professional experience At least 30% of members have international experience based on their background or professional experience At least 30% women and 30% men - Character and integrity: All members of the Supervisory Board must be personally reliable and have the knowledge and experi- ence required to diligently and independently perform the work of a supervisory board member. ■ Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management The supervisory board of a publicly listed European stock corpora- tion (SE) that is composed of the same number of shareholder and employee representatives must, according to section 17(2) of the SE Implementation Act, consist of at least 30% women and 30% men. Since the 2018 Annual Shareholders' Meeting, the Super- visory Board of BASF SE comprises four women, of whom two are shareholder representatives and two are employee representatives, and eight men; its composition meets the statutory requirements. On conclusion of the 2018 Annual Shareholders' Meeting, the departing Supervisory Board member Ralf-Gerd Bastian was succeeded by Tatjana Diether, who was personally chosen to replace him as early as late 2013 until the end of the 2019 Annual Shareholders' Meeting. As a target figure for the Board of Executive Directors, the Supervi- sory Board determined that, in accordance with section 111(5) AktG for the second target-attainment period after the law's entry into force, which began on January 1, 2017, the Board of Executive Directors should continue to have at least one female member. With eight members of the Board of Executive Directors, this represented 12.5% on the date the target was set, and today represents 14.3% with seven members. The Board of Executive Directors also decided on target figures for the proportion of women in the two manage- ment levels below the Board of Executive Directors of BASF SE: Women are to make up 12.1% of the leadership level directly below the Board, and the level below that is to comprise 7.3% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving the goals for the second target-attainment period was set for December 31, 2021. Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share regis- ter according to the German Stock Corporation Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed share- holders may exercise their voting rights at the Annual Shareholders' Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the sharehold- Shareholders exercise their rights of co-administration and supervi- sion at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Share- holders' Meeting elects half of the members of the Supervisory Board and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distri- bution of profits, capital measures, the authorization of share buy- backs, changes to the Statutes and the selection of the auditor. ■ One share, one vote ■ Shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting Shareholders' rights For more information on women in leadership positions in the BASF Group worldwide, see page 23 For more information on the inclusion of diversity, including promotion of women, see the chapter on Employees in the Management's Report on page 112 The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/corporate governance BASF views the further development and promotion of women as a global duty independent of individual Group companies. We set ourselves ambitious global goals for this and made further progress in 2018. BASF will continue working on expanding the percentage of women in its leadership team. The company is carrying out, and constantly enhancing, worldwide measures to this effect. 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report 136 BASF Report 2018 - ers to vote according to their instructions. Individual instructions are only forwarded to the company on the morning of the day of the Annual Shareholders' Meeting. Voting rights can be exercised according to shareholders' instructions by company-appointed proxies until the end of the agenda discussion during the Annual Shareholders' Meeting. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of "one share, one vote." The Supervisory Board strives to achieve a reasonable level of diver- sity with respect to character, gender, international representation, professional background, specialist knowledge and experience as well as age distribution, and takes the following composition criteria into account: 6 Overviews Competence profile, diversity concept and objectives for the composition of the Supervisory Board For an individual overview of meeting attendance, see basf.com/supervisoryboard/meetings With the exception of one Supervisory Board meeting, one Audit Committee meeting and one Personnel Committee meeting, at each of which one member was absent, all respective members attended all meetings of the Supervisory Board and its committees. For more information on the Supervisory Board's activities and resolutions in the 2018 business year, see the Report of the Supervisory Board from page 160 onward - The Strategy Committee met once. We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guidelines within the company. Thanks to the early introduction of our compliance stan- dards, which were consolidated in our global Code of Conduct in 2013, these are firmly established and undisputed. We expect all employees to act in line with these compliance principles. Managers - The Nomination Committee met three times. - The Audit Committee met five times. ■ Composition criteria: professional and personal qualifications, diversity, and independence - The Personnel Committee met three times. - In the 2018 business year, meetings were held as follows: Meetings and meeting attendance - Handles the further development of the company's strategy Prepares resolutions of the Supervisory Board on the company's major acquisitions and divestitures Duties Dr. Jürgen Hambrecht (chairman), Ralf-Gerd Bastian (until May 4, 2018), Dame Alison Carnwath DBE, Michael Diekmann, Waldemar Helber (since May 4, 2018), Sinischa Horvat, Michael Vassiliadis Members · The Supervisory Board met five times. One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Execu- tive Directors and the Supervisory Board, are appropriately filled. On December 21, 2017, the Supervisory Board therefore agreed on objectives for the composition, the competence profile and the diversity concept of the Supervisory Board in accordance with sec- tion 5.4.1 of the German Corporate Governance Code and section 289f(2) no. 6 of the German Commercial Code (HGB). The guiding principle for the composition of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Direc- tors of BASF SE. Candidates shall be proposed to the Annual Shareholders' Meeting for election to the Supervisory Board who can, based on their professional expertise and experience, integrity, commitment, independence and character, successfully perform the work of a supervisory board member at an international chemical company. Competence profile 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report 135 BASF Report 2018 es, corporate governance, communications and the media Specialist knowledge and experience in sectors outside of the chemical industry At least one member with in-depth experience in human resourc- - - - At least one member with in-depth experience in digitalization, information technology, business models and start-ups - Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, law and compliance as well as one independent member with accounting and auditing expertise ("financial expert") within the meaning of section 100(5) of the German Stock Corporation Act (AktG) Members' collective knowledge of the chemical sector and the related value chains - The following requirements and objectives are considered essential to the composition of the Supervisory Board as a collective body: - Leadership experience in managing companies, associations and networks Diversity concept All shareholders entered in the share register are entitled to partici- pate in the Annual Shareholders' Meetings, to have their say con- cerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Regis- tered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. Implementation of the German Corporate Governance Code Compliance 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compliance 2 Management's Report 1 To Our Shareholders About This Report BASF's Code of Conduct 139 For more information, see Note 33 to the Consolidated Financial Statements on page 267 The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group companies for non-audit services, in addition to the auditing fee, was €1 million in 2018. This represents around 4.7% of the fees for auditing the financial statements. The Annual Shareholders' Meeting of May 4, 2018, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Separate Financial Statements of BASF SE for the 2018 business year, as well as the corresponding management's reports. KPMG member firms also audit the majority of companies included in the Consolidated Financial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements. For this reason, a public call to tender was issued in 2015 to all auditors for the audit of the 2016 Consolidated and Separate Financial Statements, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the tendering process, the Audit Committee recom- mended to the Supervisory Board that it once again propose KPMG for election. After completing the tendering process, KPMG can now be proposed for election at the Annual Shareholders' Meeting as BASF's auditor without further tendering processes up to and including the 2025 business year. Alexander Bock has been the auditor responsible for the Consolidated Financial Statements since auditing the 2017 Financial Statements. Since the 2017 Financial Statements, the auditor responsible for the Separate Financial Statements has been Dr. Stephanie Dietz. Information on the auditor For more information on securities transactions reported in 2018, see basf.com/en/directorsdealings In 2018, a total of 28 purchases and one sale by members of the Board of Executive Directors and the Supervisory Board and mem- bers of their families subject to disclosure were reported as directors' dealings, involving between 20 and 15,000 BASF shares or BASF ADRs. The price per share was between €65.40 and €96.17. The volume of the individual trades was between €1,709.07 and €981,000.00. The disclosed share transactions are published on BASF SE's website. As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to disclose the purchase or sale of financial instruments of BASF SE (e.g., shares, bonds, options, forward contracts, swaps) to the Federal Financial Supervi- sory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the company if transactions within the calendar year exceed the threshold of €5,000. BASF Report 2018 Our Group-wide Compliance Program aims to ensure adher- ence to legal regulations and the company's internal guide- lines. Our employee Code of Conduct firmly embeds these mandatory standards into day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. Compliance Program and Code of Conduct ■ Integrated into corporate values ducted at division, regional and country level. The regular compli- Compliance culture at BASF ance audits performed by the Corporate Audit department are another source for the systematic identification of risks. These risks are documented in each risk or audit report. The same applies to specific risk minimization measures as well as the time frame for their implementation. Information Protection and Insider Trading Laws Corruption Conflicts of Interest Money Laundering Antitrust Legislation Imports and Exports Protection of Data Privacy Protection of Environment, Health and Safety Code of Conduct stipulates how these topics are handled BASF's Human Rights, Labor and Social Standards Gifts and Entertainment Protection of Company Property and Property of Business Partners 1 Excluding the assets and businesses acquired from Bayer Our efforts are principally aimed at preventing violations from the outset. We perform systematic risk assessments to identify the risk of compliance violations, including corruption risks. These are con- Abiding by compliance standards is the foundation of responsible leadership. This has also been embedded in our values. We are convinced that compliance with these standards will not only pre- vent the disadvantages associated with violations, such as penalties and fines; we also view compliance as the right path toward secur- ing our company's long-term success. Based on international standards, BASF's Compliance Program combines important laws and company-internal policies - often exceeding legal requirements - with external voluntary commitments to create a framework that regulates how all BASF employees inter- act with business partners, officials, colleagues and society. At the core of our Compliance Program is the global, standardized Code of Conduct received by every employee. All employees and managers are obligated to adhere to its guidelines, which describe our princi- ples for proper conduct and cover topics ranging from corruption and antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. ■ Regular compliance training for employees Share dealings of the Board of Executive Directors and Supervisory Board (obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR)) No member of the Board of Executive Directors or the Supervisory Board owns shares in BASF SE and related options or other deriva- tives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share ownership by members of the Board of Executive Directors and the Supervisory Board BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors' and officers' liability insurance). This policy pro- vides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG and for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (10% of damages up to one-and-a-half times the fixed annual compensation). 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report 137 BASF Report 2018 The appointment and dismissal of members of the Board of Execu- tive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84 and 85 AktG as well as Article 7 of the Statutes of BASF SE. Accordingly, the Supervisory Board determines the num- ber of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chairperson, as well as one or more vice chairpersons. The members of the Board of Executive Directors are appointed for a maximum of five years. At BASF, Board members are As of December 31, 2018, the subscribed capital of BASF SE was €1,175,652,728.32 divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annu- al Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). Disclosures according to section 315a(1) of the German Commercial Code (HGB) and explanatory report of the Board of Executive Directors according to section 176(1) sentence 1 of the German Stock Corporation Act (AktG) For more information on the Declaration of Conformity 2018, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/corporate governance The joint Declaration of Conformity 2018 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 166 Code. We have not implemented the suggestion to enable share- holders to follow the proceedings of the entire Annual Shareholders' Meeting online. The Annual Shareholders' Meeting is publicly acces- sible via online broadcast until the end of the speech by the Chair- man of the Board of Executive Directors. The subsequent discussion of items on the agenda is not accessible online in order to preserve the character of the Annual Shareholders' Meeting as a meeting attended by our shareholders on-site. BASF SE follows all recommendations of the German Corporate Governance Code in its most recently revised version of February 2017. In the same manner, BASF has followed nearly all of the nonobligatory suggestions of the German Corporate Governance BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. ■ BASF SE follows all recommendations of German Corporate Governance Code 6 Overviews Strategy Committee initially often only appointed for a term of three years. Reappoint- ments are permissible. The Supervisory Board can dismiss a mem- ber of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence at the Annual Shareholders' Meeting. The Supervisory Board decides on appointments and dismissals according to its own best judgment. Pursuant to Article 12(6) of the Statutes of BASF SE, the Super- visory Board is authorized to resolve on amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after a new issue of shares from authorized capital. Directors' and officers' liability insurance 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report 138 BASF Report 2018 The remaining specifications stipulated in section 315a(1) HGB refer to situations that are not applicable to BASF SE. For more information on bonds issued by BASF SE, see basf.com/bonds In the event of a change of control, members of the Board of Execu- tive Directors shall, under certain additional conditions, receive compensation (details of which are listed in the Compensation Report on page 157). A change of control is assumed when a share- holder informs BASF of a shareholding of at least 25% or the increase of such a holding. In addition, employees of BASF SE and its subsidiaries who are classed as senior executives will receive a severance payment if their contract of employment is terminated by BASF within 18 months of a change of control event, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change of control event. Bonds issued by BASF SE grant the bearer the right to request early repayment of the bonds at nominal value if, after the date of issue of the bond, one person - or several persons acting together - hold or acquire a volume of BASF SE shares that corresponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions with- draws its rating of BASF SE or the bond, or reduces it to a nonin- vestment grade rating within 120 days of the change of control event. excluded. The Board of Executive Directors is furthermore autho- rized to retire the shares bought back and to reduce the share cap- ital by the proportion of the share capital accounted for by the retired shares. At the Annual Shareholders' Meeting on May 12, 2017, the Board of Executive Directors was authorized to purchase up to 10% of the shares in issue at the time of the resolution (10% of the company's share capital) until May 11, 2022. At the discretion of the Board of Executive Directors, the purchase can take place on the stock exchange or by way of a public purchase offer directed to all share- holders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash payment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, particularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the shareholders' subscription right is By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to May 11, 2022, by way of a resolution of the Annual Shareholders' Meeting on May 12, 2017. A right to subscribe to the bonds shall be granted to shareholders. The Board of Executive Directors is authorized to exclude the subscription right in certain exceptional cases that are defined in Article 5(9) of the BASF SE Statutes. ital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization does not exceed 10% of the shares currently in issue or, in eligible individ- ual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. Until May 1, 2019, the Board of Executive Directors of BASF SE is authorized by a resolution passed at the Annual Shareholders' Meeting of May 2, 2014, to increase subscribed capital - with the approval of the Supervisory Board - by a total of €500 million through the issue of new shares against cash or contributions in kind (authorized capital). A right to subscribe to the new shares shall be granted to shareholders. This can also be achieved by a credit institution acquiring the new shares with the obligation to offer these to shareholders (indirect subscription right). The Board of Executive Directors is authorized to exclude the statutory subscription right of shareholders to a maximum amount of a total of 20% of share cap- According to Article 59(1) of the SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to Ger- man stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, section 179(2) of the German Stock Corporation Act requires a majority of at least three-quarters of the subscribed capital represented. Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting Identifies suitable candidates for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board - The fundamental elements of BASF SE's corporate governance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Supervisory Board; the equal representation of shareholders and employees on the Super- supervision at the Annual Shareholders' Meeting. Direction and management by the Board of Executive Directors ■ Board of Executive Directors strictly separate from the Supervisory Board ■ Responsible for company management ■ Sets corporate goals and strategic direction The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the Board of Executive Directors' activities and decides on its composition. A member of the Board of Executive Directors cannot simultaneous- ly be a member of the Supervisory Board. As the central duty of company management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's internal organization; and decides on the composition of manage- ment on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate bud- get, allocating resources and management capacities, monitoring and making decisions on significant individual measures, and super- vising operational management. exercise rights of co-administration and supervision at Annual Shareholders' Meeting The Board's actions and decisions are geared toward the compa- ny's best interests. It is committed to the goal of sustainably increas- ing the company's value. Among the Board's responsibilities is the preparation of the Consolidated and Separate Financial Statements of BASF SE and reporting on the company's financial and nonfinan- cial performance. Furthermore, it must ensure that the company's activities comply with the applicable legislation and regulatory requirements, as well as internal corporate directives. This includes the establishment of appropriate systems for control, compliance Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Procedure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the Chairman of the Board of Executive Direc- tors. Board decisions are based on detailed information and analy- ses provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the Chairman of the Board. However, the Chairman of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Exec- utive Directors are authorized to make decisions individually in their assigned areas of responsibility. The Board can set up Board committees to consult and decide on individual issues such as proposed material acquisitions or divesti- tures; these must include at least three members of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divestitures, investments and per- sonnel, the Board has various commissions at the level below the Board that carefully assess the planned measure and evaluate the associated opportunities and risks, and based on this information, report and make recommendations to the Board - independently of the affected business area. The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. BASF Report 2018 132 About This Report 1 To Our Shareholders and risk management as well as establishing a company-wide com- pliance culture with undisputed standards. Shareholders appoints, monitors and advises Board of Executive Directors Supervisory Board 160 142 142 Declaration of Conformity Pursuant to Section 161 AktG 166 144 Declaration of Corporate Governance 167 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Corporate Governance visory Board; and the shareholders' rights of co-administration and Report Corporate governance refers to the entire system for manag- ing and supervising a company. This includes its organiza- tion, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate governance ensures that BASF is managed and supervised responsibly with a focus on value creation. It fosters the confidence of our domestic and international investors, the financial markets, our customers and other business partners, employees, and the public in BASF. Board of Executive Directors manages company and represents BASF SE in business with third parties 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews reports to Supervisory Board The aim is to enable the Supervisory Board to ensure a reasonable level of diversity with respect to education and professional experi- ence, cultural background, international representation, gender and age when appointing members of the Board of Executive Directors. Independent of these individual criteria, the Supervisory Board is convinced that ultimately, only a holistic approach can determine an individual's suitability for appointment to the Board of Executive Directors of BASF SE. The overall aim is to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept: Many years of management experience in scientific, technical and commercial fields - International experience based on background and/or profession- al experience At least one female Board member A balanced age distribution to ensure the continuity of the Board's work and enable seamless succession planning 12 members 6 shareholder representatives elected by the Annual Shareholders' Meeting and 6 employee representatives Chairman elected by the Supervisory Board The number of Board members is based on the insights gained by BASF as a company with an integrated leadership culture and is determined by the needs arising from cooperation within the Board of Executive Directors. In May 2018, this was reduced from eight to seven members in the course of the changes to the composition of the Board of Executive Directors. The standard age limit for mem- bers of the Board of Executive Directors is 63. The current composition of the Board of Executive Directors meets the competence profile and the requirements of the diversity concept in full. BASF Report 2018 133 About This Report 1 To Our Shareholders advises the Board of Executive Directors 140 Report of the Supervisory Board monitors the Board of Executive Directors Supervisory Board The Statutes of BASF SE define certain transactions that require the Board of Executive Directors to obtain the Supervisory Board's approval prior to their conclusion. Such cases include the acquisi- tion and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable financial instruments. However, this is only necessary if the acquisition or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. For more information on risk management, see the Forecast from page 123 onward The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed from page 142 onward. Compensation of the Board of Executive Directors is described in detail in the Compensation Report from page 146 onward. Competence profile, diversity concept and succession planning for the Board of Executive Directors The Supervisory Board works hand in hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. BASF aims to fill most Board positions with candidates from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable candidates to the Supervisory Board. BASF's long-term succession planning is guided by the corporate strategy. It is based on systematic management development char- acterized by the following: - - - Early identification of suitable candidates of different professional backgrounds, nationalities and genders Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions Desire to shape strategic and operational decisions, and proven success in doing so, as well as leadership skills, especially under challenging business conditions Role model function in putting our corporate values into practice Two-tier management system of BASF SE Board of Executive Directors 7 members appointed by the Supervisory Board Chairman appointed by the Supervisory Board appoints the Board of Executive Directors One key element in the prevention of compliance violations is com- pulsory training and workshops held as classroom or online courses. All employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for example, antitrust legislation, taxes or trade control regulations. Course materials and formats are con- stantly updated, taking into account the specific risks of individual target groups and business areas. In 2018, for instance, we again asked most of our employees around the world to take part in online refresher training as part of the compliance program. In total, more than 96,000 participants worldwide received around 84,000 hours of compliance training in 2018.1 146 Board of Executive Directors Supervisory Board - Duties Dame Alison Carnwath DBE (chairman), Ralf-Gerd Bastian (until May 4, 2018), Tatjana Diether (since May 4, 2018), Franz Fehrenbach, Michael Vassiliadis Members Audit Committee - Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to mem- bers of the Board of Executive Directors When making recommendations for appointments to the Board of Executive Directors, considers professional qualifications, interna- tional experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Consoli- dated Financial Statements and the Management's Reports including the Nonfinancial Statements and discusses the quarter- ly statements and the half-year financial report with the Board of Executive Directors prior to their publication - Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Execu- tive Directors Dr. Jürgen Hambrecht (chairman), Michael Diekmann, Sinischa Horvat, Michael Vassiliadis Members Personnel Committee The compensation of the Supervisory Board is presented in the Compensation Report from page 158 onward A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found from page 144 onward For more information on the Statutes of BASF SE and the Employee Participation Agreement, see basf.com/statutes and basf.com/en/corporate governance tee. Duties Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk BASF Report 2018 134 Duties Dr. Jürgen Hambrecht (chairman), Dame Alison Carnwath DBE, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Anke Schäferkordt Members Nomination Committee Dame Alison Carnwath DBE and Franz Fehrenbach are members with special knowledge of, and experience in, applying accounting and reporting standards and internal control methods pursuant to the German Corporate Governance Code. Code of Conduct Financial experts Is authorized to request any information that it deems necessary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, mon- itors the auditor's independence, defines the focus areas of the audit together with the auditor, negotiates auditing fees and establishes the conditions for the provision of the auditor's non- audit services; the chairman of the Audit Committee regularly discusses this with the auditor outside of meetings as well management system, and the internal auditing system as well as compliance issues - 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report BASF SE's Supervisory Board has established a total of four Super- visory Board Committees: the Personnel Committee, the Audit Committee, the Nomination Committee and the Strategy Commit- The Board of Executive Directors regularly informs the Supervisory Board about matters such as the course of business and expected developments, the financial position and results of operations, cor- porate planning, the implementation of the corporate strategy, business opportunities and risks, and risk and compliance manage- ment. The Supervisory Board has embedded the main reporting requirements in an information policy. The Chairman of the Supervi- sory Board is in regular contact with the Board of Executive Direc- tors, especially with its chairman, outside of meetings as well. passed by a simple majority vote of the participating members. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through other means of communication outside of the meetings, as long as no member objects to this form of passing a resolution. The meetings of the Supervisory Board and its committees are called by their chairpersons and, independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions in each case. Resolutions of the Supervisory Board are Management and Supervisory Boards Compliance Corporate Governance Report Governance Corporate 3 Chapter 3 pages 131-167 132 Compensation Report 140 BASF Report 2018 conducted on compliance For more information on the BASF Code of Conduct, see basf.com/code_of_conduct participants in compliance training¹ More than 96,000 forms core of our Compliance Program The Supervisory Board of BASF SE comprises 12 members. Six members are each elected for a five-year term by the shareholders at the Annual Shareholders' Meeting. The remaining six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the gender quota for the Supervisory Board man- dated by law as of January 1, 2016. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Execu- tive Directors on management issues. As members of the Supervi- sory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. ■ Four Supervisory Board committees 4 Consolidated Financial Statements ■ Supervisory Board appoints, monitors and advises Board of Executive Directors Supervision of company management by the Supervisory Board 5 Supplementary Information Oil and Gas Business 6 Overviews 84 internal audits Wintershall Holding GmbH (Chairman of the Supervisory Board) Wintershall AG (Chairman of the Supervisory Board) Comparable German and non-German supervisory bodies: Nord Stream AG (member of the Shareholders' Committee) Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: First appointed: 2008, term expires: 2023 Dr. Hans-Ulrich Engel Vice Chairman of the Board of Executive Directors Degree: Law, 59 years old, 31 years at BASF First appointed: 2006, term expires: 2023 Chairman of the Board of Executive Directors Degree: Chemistry, 57 years old, 31 years at BASF Responsibilities: Legal, Taxes, Insurance & Intellectual Property; Corporate Development; Corporate Communications & Govern- ment Relations; Senior Executive Human Resources; Investor Rela- tions; Compliance; BASF 4.0; Corporate Technology & Operational Excellence; Digitalization in Research & Development; Innovation Management Dr. Martin Brudermüller There were seven members on the Board of Executive Directors of BASF SE as of December 31, 2018 Board of Executive Directors Board of Executive Directors 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Responsibilities: Finance; Oil & Gas; Procurement; Supply Chain Operations & Information Services; Corporate Controlling; Corpo- rate Audit Management and Supervisory Boards Comparable German and non-German supervisory bodies: Solenis UK International Ltd. (member of the Board of Directors since February 1, 2019) 2 Management's Report About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compliance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews place a key role here - they serve as an example of and communi- cate our values and culture both internally and externally. Monitoring adherence to our compliance principles BASF's Chief Compliance Officer (CCO) reports directly to the Chairman of the Board of Executive Directors and manages the further development of our global compliance organization and our Compliance Management System. He is supported in this task by more than 100 compliance officers worldwide in the regions and countries as well as in the divisions. Material compliance topics are regularly discussed in the compliance committees established at global and regional level. The CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major develop- ments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. - We particularly encourage our employees to actively and promptly seek guidance if in doubt. They can consult their managers, dedi- cated specialist departments, such as the Legal department, and company compliance officers. We have also set up more than 50 external hotlines worldwide that our employees can use - including anonymously to report potential violations of laws or company guidelines. All hotlines are also open to the public. Each concern is documented according to specific criteria, properly investigated in line with standard internal procedures and answered as quickly as possible. The outcome of the investigation as well as any measures taken are documented accordingly and included in internal reports. In 2018, 397 calls and emails were received by our external hotlines (2017: 290). These concerns involved questions ranging from per- sonnel management and handling of company property to informa- tion on the behavior of business partners or human rights issues, such as on labor and social standards. We launched case-specific investigations, in accordance with applicable law and internal regu- lations, into all cases of suspected misconduct that we became aware of. These include, for example, improved control mecha- nisms, additional informational and training measures, clarification and expansion of the relevant internal regulations, as well as disci- plinary measures as appropriate. Most of the justified cases related to personal misconduct in connection with the protection of com- pany property, inappropriate handling of conflicts of interests or gifts and invitations. In such isolated cases, we took disciplinary mea- sures up to and including dismissal in accordance with uniform internal standards and also pursued claims for damages where there were sufficient prospects of success. BASF's Corporate Audit department monitors adherence to compli- ance principles, covering all areas in which compliance violations could occur. They check that employees uphold regulations and make sure that the established processes, procedures and monitor- ing tools are appropriate and sufficient to minimize potential risk or preclude violations in the first place. In 2018, 84 Group-wide audits of this kind were performed (2017: 75). Our compliance manage- ment system itself is also regularly audited by the internal Corporate Audit department, most recently in November 2018. Overall, the audits confirmed the effectiveness of the compliance management system. No irregularities were shown in the audit's focus areas of antitrust law, trade controls and embargo. We monitor our business partners in sales for potential compliance risks based on the global Guideline on Business Partner Due Dili- gence using a checklist, a questionnaire and an internet-based analysis. The results are then documented. If a business partner is not prepared to answer the questionnaire, we do not enter into a business relationship with them. A dedicated global Supplier Code of Conduct applies to our suppliers, which covers compliance with environmental, social and corporate governance standards, among other requirements. As part of our trade control processes, we also check whether persons, companies or organizations appear on sanction lists due to suspicious or illegal activities, and whether there are business processes with business partners from or in countries under embargo. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, there is an internal guideline to respect international labor and social standards that is applicable throughout the Group. Outside of our company, too, we support respect for human rights and the fight against corruption. We are a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. For more information on the Supplier Code of Conduct and supplier assessments, see page 90 onward For more information on human rights and labor and social standards, see basf.com/human_rights BASF Report 2018 141 About This Report 1 To Our Shareholders Saori Dubourg Degree: Chemistry, 48 years old, 20 years at BASF Responsibilities: Care Chemicals; Dispersions & Pigments; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; BASF New Business; Region South America First appointed: 2017, term expires: 2020 Degree: Business Administration, 47 years old, 22 years at BASF Responsibilities: Agricultural Solutions; Construction Chemicals; Bioscience Research; Region Europe Sanjeev Gandhi About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Supervisory Board 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Roland Strasser, Riedstadt, Germany*2 144 Regional Manager of the Rhineland-Palatinate/Saarland branch of IG BCE AbbVie Komplementär GmbH4 (member) V & B Fliesen GmbH4 (member since September 1, 2018) The following members left the Supervisory Board on May 4, 2018 Ralf-Gerd Bastian, Neuhofen, Germany*2 Member of the Works Council of BASF SE, Ludwigshafen Site (until March 16, 2018) Member of the Supervisory Board since: May 6, 2003 Michael Vassiliadis, Hannover, Germany*2 Chairman of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: August 1, 2004 Supervisory board memberships: Member of the Supervisory Board since: May 4, 2018 Supervisory board memberships: K+S Aktiengesellschaft³ (vice chairman until May 15, 2018) Steag GmbH (member) BASF Report 2018 3 Publicly listed BP plc³ (nonexecutive director since May 21, 2018) PACCAR Inc.³ (independent member of the Board of Directors) Coller Capital Ltd.4 (nonexecutive member of the Board of Directors) Broadwell Capital Limited 4 (nonexecutive member of the Board of Directors) Prof. Dr. François Diederich, Dietikon, Switzerland¹ Member of the Supervisory Board since: April 29, 2016 Anke Schäferkordt, Cologne, Germany*1 Member of the Executive Board of Bertelsmann SE & Co. KGaA (until December 31, 2018) Chief Executive Officer of Mediengruppe RTL Deutschland GmbH (until December 31, 2018) Member of the Supervisory Board since: December 17, 2010 Comparable German and non-German supervisory bodies: Professor at the Swiss Federal Institute of Technology, Zurich, Métropole Télévision S.A.³ (member of the Supervisory Board until Switzerland 4 Not publicly listed Member of the Supervisory Board since: May 19, 1998 Member of the Works Council of BASF SE, Ludwigshafen Site, and of the BASF Works Council Europe Member of the Supervisory Board since: May 4, 2018 December 31, 2018) Denise Schellemans, Brecht, Belgium*2 Full-time trade union delegate Member of the Supervisory Board since: January 14, 2008 Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 136 for the criteria used to determine independence) 1 Shareholder representative 2 Employee representative Tatjana Diether, Limburgerhof, Germany*2 RAG AG³ (vice chairman) RAG DSK AG4 (vice chairman) Henkel AG & Co. KGaA³ (member since April 9, 2018) This report meets the disclosure requirements of the German Com- mercial Code, supplemented by the additional requirements based on the German Act on the Disclosure of Management Board Remu- neration (VorstOG) as well as the German Act on the Appropriate- ness of Management Board Remuneration (VorstAG), and is aligned with the recommendations of the German Corporate Governance Code (GCGC) in the version dated February 7, 2017. Changes to the compensation system as of January 1, 2018 By way of a resolution of the Annual Shareholders' Meeting of May 4, 2018, the further development of the compensation system for the members of the Board of Executive Directors resolved by the Supervisory Board of BASF SE was approved with effect as of January 1, 2018. One significant change relates to the variable compensation, which was adapted in accordance with a recommendation of the German Corporate Governance Code (GCGC) in the version dated Febru- ary 7, 2017. The further developed compensation system has been a part of the contracts of the members of the Board of Executive Directors since January 1, 2018. The individual changes were as follows: - - From 2018 onward, the previously applicable annual variable compensation (bonus), which was based on the current and two preceding years, was replaced by a performance bonus with a multiple-year, forward-looking assessment basis. The payment of one part of the performance bonus only occurs after the end of the four-year performance period. - Until the end of 2017, the key performance indicator for the com- pany's success and variable compensation was the return on assets (ROA). From 2018 onward, it is replaced by the return on capital employed (ROCE), which serves as a consistent key per- formance indicator for determining variable compensation for all other employee groups as well. This report outlines the main principles of the compensation for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to members of the Board of Executive Directors, as well as information on the com- pensation of Supervisory Board members. A clawback clause was introduced for the variable compensation and applies in the event of substantial breaches of duty by a Board member. - An option was introduced in the Board Performance Pension enabling members of the Board of Executive Directors to choose between payment of their pension entitlements in the form of a lifelong pension or a lump sum (lump-sum option). Principles and structure The compensation of the Board of Executive Directors is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors as a whole. It is designed to promote sustainable corporate development and ensure a pronounced variability in relation to the performance of the Board of Executive Directors and the BASF Group's success. The external and internal appropriateness of the Board's compensation is reviewed by an independent external auditor on a regular basis. Globally operating companies based in Europe serve as an external reference. For internal comparison, compensation, especially for senior executives, is considered in total as well as over time. Based on a proposal by the Personnel Committee, the Supervisory Board determines the structure and amount of compensation of members of the Board of Executive Directors. In 2016, the Supervisory Board engaged an independent external compensation consultant with an appropriateness review. The results of the appropriateness review revealed that the compensa- tion granted to BASF's Board of Executive Directors at that time was below that of the peer group. On this basis, the Supervisory Board resolved in December 2016 to increase the compensation of the Board of Executive Directors with effect as of January 1, 2017. The amount of the increase was determined to position the compensa- tion granted to BASF's Board of Executive Directors competitively within the peer group. The introduction of the new compensation system for the Board of Executive Directors as of January 1, 2018, had no effect on target compensation or maximum compensation. For more information on the Supervisory Board and its committees, see page 144 and from page 162 onward BASF Report 2018 146 About This Report · The pensionable age for Board members (Board Performance Pension) was raised from 60 to 63 years for new members appointed to the Board of Executive Directors. Compensation Report 6 Overviews 5 Supplementary Information Oil and Gas Business Francesco Grioli, Ronnenberg, Germany*2 Member of the Executive Committee of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: May 2, 2014 Supervisory board memberships: Gerresheimer AG³ (vice chairman) Villeroy & Boch AG³ (member until March 23, 2018) Dr. Markus Kamieth Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 136 for the criteria used to determine independence) 1 Shareholder representative 2 Employee representative 3 Publicly listed 4 Not publicly listed BASF Report 2018 145 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements Land Securities Group plc³ (nonexecutive chairman of the Board of Directors until July 12, 2018) Siemens AG³ (member) Fresenius SE & Co. KGaA³ (vice chairman) Fresenius Management SE4 (member) Dr. Markus Kamieth Care Chemicals; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; Region South America Sanjeev Gandhi Construction Chemicals; Bioscience Intermediates; Petrochemicals; Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand Michael Heinz Engineering & Technical Expertise; Environmental Protection, Health & Safety; European Site & Verbund Management; Human Resources Engineering & Maintenance; Environmental Protection, Health & Safety; European Site & Verbund Management; Human Resources Dr. Kurt Bock Wayne T. Smith Catalysts; Coatings; Performance Materials; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Platforms North America Dr. Markus Kamieth Care Chemicals; Dispersions & Pigments; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; BASF New Business; Region South America Dr. Martin Brudermüller Petrochemicals; Monomers; Intermediates; Process Research & Chemical Engineering; Innovation Management; Digitalization in Research & Development; Corporate Technology & Operational Excellence; BASF New Business Saori Dubourg Division of responsibilities as of January 1, 2019 Legal, Taxes, Insurance & Intellectual Property; Corporate Develop- ment; Corporate Communications & Government Relations; Senior Executive Human Resources; Investor Relations; Compliance Michael Heinz Dispersions & Pigments; Greater China & Functions Asia Pacific; Agricultural Solutions; South & East Asia, ASEAN & Australia/New Zealand Research; Region Europe Saori Dubourg Wayne T. Smith Degrees: Chemical Engineering, Business Administration, 58 years old, 15 years at BASF Responsibilities: Catalysts; Coatings; Performance Materials; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Platforms North America; Process Research & Chemical Engineering First appointed: 2012, term expires: 2020 The following member left the Board of Executive Directors on May 4, 2018 Dr. Kurt Bock Chairman of the Board of Executive Directors Degree: Business Administration, 60 years old, 27 years at BASF First appointed: 2003, term expires: 2018 Supervisory board membership until date of retirement (excluding internal memberships): Fresenius Management SE (member) BASF Report 2018 142 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Board of Executive Directors Division of responsibilities until May 4, 2018 The Chairman of the Board of Executive Directors Dr. Kurt Bock retired from the Board of Executive Directors following the Annual Shareholders' Meeting on May 4, 2018. The Supervisory Board appointed Dr. Martin Brudermüller, previously Vice Chairman, as Chairman of the Board of Executive Directors and Dr. Hans-Ulrich Engel as Vice Chairman of the Board of Executive Directors as of this date. In the course of these changes, the number of Board members was reduced from eight to seven. Until May 4, 2018, the areas of responsibility within the Board of Executive Directors were allocated as follows: Sanjeev Gandhi Dr. Martin Brudermüller 1 To Our Shareholders Legal, Taxes, Insurance & Intellectual Property; Corporate Development; Corporate Communications & Government Rela- tions; Senior Executive Human Resources; Investor Relations; Innovation Management Franz Fehrenbach, Stuttgart, Germany*1 Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Supervisory board memberships: Robert Bosch GmbH4 (chairman) Stihl AG³ (vice chairman) Linde AG³ (second deputy chairman) Comparable German and non-German supervisory bodies: Stihl Holding AG & Co. KG4 (member of the Advisory Board) Linde plc (member of the Board of Directors since December 22, 2018) Waldemar Helber, Otterbach, Germany*2 Zürich Versicherungs-Gesellschaft AG4 (independent, nonexecutive Deputy Chairman of the Works Council of BASF SE, Ludwigshafen Site Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany*1 member of the Administrative Council) Chairman of the Supervisory Board of BASF SE Former Chairman of the Board of Executive Directors of BASF SE (until May 2011) Member of the Supervisory Board since: May 2, 2014 Comparable German and non-German supervisory bodies: Zurich Insurance Group AG³ (independent, nonexecutive member of the Administrative Council) Member of the Supervisory Board since: May 2, 2014 Fuchs Petrolub SE³ (chairman) Trumpf GmbH & Co. KG4 (chairman) Daimler AG³ (member) Michael Diekmann, Munich, Germany¹ Vice Chairman of the Supervisory Board of BASF SE Chairman of the Supervisory Board of Allianz SE Member of the Supervisory Board since: May 6, 2003 Supervisory board memberships: Allianz SE3 (chairman) Supervisory board memberships: Dame Alison Carnwath DBE, Exeter, England*1 Senior Advisor Evercore Partners Member of the Supervisory Board since: May 12, 2017 Vice Chairman of the Supervisory Board of BASF SE Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF's Joint Works Council and of the BASF Works Council Europe Wayne T. Smith Monomers; Performance Materials; Process Research & Chemical Engineering; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Plat- forms North America Dr. Hans-Ulrich Engel Finance; Oil & Gas; Procurement; Supply Chain Operations & Infor- mation Services; Corporate Controlling; Corporate Audit Dr. Hans-Ulrich Engel Catalysts; Coatings; Oil & Gas; Finance; Procurement & Supply Chain Services; Digitalization & Information Services; Corporate Controlling; Corporate Audit BASF Report 2018 143 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Supervisory Board 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Supervisory Board In accordance with the Statutes, the Supervisory Board of BASF SE comprises 12 members The term of office of the Supervisory Board commenced following the Annual Shareholders' Meeting on May 2, 2014, in which the shareholder representatives on the Supervisory Board were elected. It terminates upon conclusion of the Annual Shareholders' Meeting that resolves on the discharge of members of the Supervisory Board for the fourth complete business year after the term of office com- menced; this is the Annual Shareholders' Meeting on May 3, 2019. The Supervisory Board comprises the following members: Sinischa Horvat, Limburgerhof, Germany*2 Construction Chemicals; Crop Protection; Bioscience Research; Compliance; Corporate Technology & Operational Excellence; Region Europe First appointed: 2017, term expires: 2020 2 Management's Report 4 Consolidated Financial Statements +2 pp Performance factor 0 0.5 1.0 1.5 Values between these figures are interpolated Determination of the ROCE factor Target ROCE The ROCE of the particular financial year serves as the key perfor- mance indicator for the success of the company when determining the performance bonus. ROCE is the ratio of income from opera- tions (EBIT) of the segments in relation to the average operating assets of the segments, 1 plus the customer and supplier financing not included there. A ROCE factor is assigned to each relevant ROCE value. If the ROCE is two percentage points or more below the target ROCE, the ROCE factor will decline at a faster rate. The ROCE factor will increase at a slower rate if the ROCE is two percentage points or more above the target ROCE. The ROCE factor is 1.0 if the ROCE achieved in the financial year is one percentage point above the weighted cost of capital percentage (based on the weighted average cost of capital, WACC, in accor- dance with the Capital Asset Pricing Model) for that year, meaning an appropriate premium on the cost of capital was earned. In calcu- lating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (e.g., integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of plus or minus 1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. If the target ROCE is met and the target achievement is 100%, the performance bonus is double the fixed salary (target amount). 1 Corresponds to the income from operations (EBIT) of the operating divisions and the operating assets of the divisions as described in the Invitation to the 2018 Annual Shareholders' Meeting BASF Report 2018 149 About This Report 1 To Our Shareholders For more information on operating assets, see Value-Based Management on page 29 2 Management's Report -2 pp The Supervisory Board sets a maximum amount for the performance bonus (cap). The current total cap is €2,500,000 for an ordinary member of the Board of Executive Directors (performance bonus, part 1 and performance bonus, part 2). The maximum amount for the chairman of the Board of Executive Directors is 2 times the maximum value for an ordinary member, and 1.33 times this value for the vice chairman. 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Determination of performance factors An operational performance factor and a strategic performance factor, each with a value between 0 and 1.5, are determined on the basis of the target achievement ascertained by the Supervisory Board. A target achievement rate of 100% equates to a value of 1.0 for the performance factor. The maximum performance factor of 1.5 applies for a target achievement rate of 125% and over; a target achievement rate of 50% or less represents a performance factor of 0. Target achievement and performance factor Target achievement ROCE in % ≤ 50% 75% 100% ROCE factor ROCE factor 1.2 1.0 0.8 Above-average decrease Below-average increase ≥ 125% 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Target agreement and target achievement in 2018 €1,600,000 1.04 3. Long-term, share price-based incentive program (LTI program) LTI program - - - - Absolute performance threshold: BASF share price gains at least 30% compared with the base price for the LTI program concerned 2 Relative performance threshold: BASF shares outperform the MSCI World Chemicals Index and no share price loss com- pared with the base price on the option grant date Term: eight years Exercise first possible; four years after the grant date (vesting period) - Maximum exercise gain (cap): five times the individual invest- ment Degree: Business Administration, 54 years old, 35 years at BASF Responsibilities: Engineering & Maintenance; Environmental Protection, Health & Safety; European Site & Verbund Manage- ment; Human Resources Michael Heinz First appointed: 2014, term expires: 2023 Responsibilities: Intermediates; Monomers; Petrochemicals; Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand Degrees: Chemical Engineering, Business Administration, 52 years old, 25 years at BASF First appointed: 2011, term expires: 2024 Comparable German and non-German supervisory bodies: BASF Antwerpen N.V. (Chairman of the Administrative Council) 0.8 +0.9 (✗ 2 The performance bonus (gross) for 2018 was determined on the basis of target achievement as ascertained by the Supervisory Board and ROCE for the 2018 business year. Operational performance factor (OPF 2018): The comparison of operational targets (see page 122 of the BASF Report 2017) with target achievement resulted in an operational performance factor (OPF 2018) of 0.8: - Targets for sales and improving operational excellence were met. Investments did not fully reach the target values in 2018. EBIT before special items and EBIT after cost of capital were considerably below the target values. Including the discontinued oil and gas business, EBIT before special items would have been slightly below the target value. Strategic performance factor (SPF 2018): The strategic targets were almost reached in the first year, which resulted in a strategic performance factor (SPF 2018) of 0.9: - - The portfolio optimization and long-term investment targets were exceeded. Targets for digitalization and sustainability were met. Volumes growth and sales of innovative products were consider- ably below the target values. ROCE factor 2018: The BASF Group's ROCE, which is used to determine compensa- tion, was 11.4% in 2018. The target ROCE for 2018 was 11%, with the average cost of capital unchanged at 10%. Accordingly, the ROCE factor for 2018 was 1.04. Performance bonus (gross) for a full-year ordinary member of the Board of Executive Directors Target amount OPF 2018+ SPF 2018 2018 performance bonus (2018-2021): ROCE factor 2018: 2 Management's Report 1 To Our Shareholders About This Report 148 The amount of the performance bonus is based on the achievement of set operational targets and strategic medium- term objectives, as well as the BASF Group's ROCE. - 50% of the performance bonus calculated after the first year is deferred for another three years and only paid out at the end of the four-year performance period based on the achievement of strategic targets. - If the target ROCE is met and the target achievement is 100%, the performance bonus is double the fixed salary (target amount). The annual variable compensation in effect until the end of 2017 was replaced as of 2018 with a forward-looking performance bonus that is geared to sustainable corporate development and has a three-year deferral component. The performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. The target ROCE for the variable compensation is one percentage point above the cost of capital percentage for the financial year, which is determined using the weighted average cost of capital (WACC) 3. Long-term, share price-based incentive program The annual amount granted is dependent on the fair value of the options as of the grant date and the scope of the individual investment Сар Payment Four-year, forward-looking performance period €3,750,000¹.2 4. Fringe benefits 5. Company pension benefits The annual amount corresponds to the value of nonmonetary compensation The annual service cost is the accounting figure for the pension entitlements accrued in the relevant business year 1 Amounts apply to an ordinary member of the Board of Executive Directors. The amount for the chairman of the Board of Executive Directors is 2 times this value, and 1.33 times this value for the vice chairman. 2 To reach the cap, a Board member must make the maximum individual investment based on the maximum performance bonus and the set limit on the gain from exercising the options granted must be reached. BASF Report 2018 147 About This Report In a period of 4 to 8 years after the grant date, depending on individual exercise date Performance bonus Performance bonus, part 2: after the end of the four-year performance period Performance bonus, part 1: after the Annual Shareholders' Meeting for the past business year 5 Supplementary Information Oil and Gas Business 6 Overviews Individual compensation components 1. Fixed salary The fixed salary is a set amount of yearly compensation paid out in equal installments. It is regularly reviewed by the Supervisory Board and adjusted, when appropriate. The annual fixed salary for an ordinary member of the Board of Executive Directors is currently €800,000. The fixed salary for the chairman of the Board of Executive Directors is 2 times the value for an ordinary Board member, and 1.33 times this value for the vice chairman. 2. Performance bonus Overview of compensation components 1. Fixed salary 2. Performance bonus Annual amount Payment Annual target Cap Payment €800,000¹ In equal installments €1,600,0001 €2,500,000¹ 1 To Our Shareholders 3 Corporate Governance Compensation Report 2 Management's Report 4 Consolidated Financial Statements One-year operational targets, primarily earnings, financial, investment and operational excellence targets such as EBIT before special items, EBIT after cost of capital, investments and operational excellence Multiple-year strategic targets relating to the further development of BASF, primarily targets for growth, portfolio optimization, investment and R&D strategy, digitalization, sustainability and the BASF corporate values Schematic overview: performance bonus, part 2 Deferral component (50% of the performance bonus (gross)) (☑ SPF Year 1 - + SPF + SPF 4 Year 3 + SPF Year 4 (11) Performance bonus, part 2 The Board of Executive Directors' target agreement contains opera- tional and strategic objectives. The operational targets (primarily earnings, financial, investment and operational excellence targets) cover the company's short-term financial performance. The strate- gic targets relate to BASF's medium and long-term development on the basis of the corporate strategy. They comprise targets for growth, portfolio optimization, investment and R&D strategy, digitali- zation, sustainability and the BASF corporate values. The achievement of operational and strategic targets is evaluated separately. The amount of the performance bonus thus takes into account the Board of Executive Directors' performance for both the short-term and long-term success of the company. BASF Report 2018 Year 2 In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the Board of Executive Directors as a whole. The target agreement contains: Target agreement Target agreement and evaluation 5 Supplementary Information Oil and Gas Business 6 Overviews approach in accordance with the Capital Asset Pricing Model. This target reflects the strategic goal of achieving a ROCE considerably above the cost of capital percentage every year, even if the capital structure and interest rate level change over time. The target value is thus directly linked to the return expected by investors, which also serves as orientation for the BASF Group's value-based manage- ment. For more information on the determination of the cost of capital percentage, see Value-Based Management on page 29 Schematic overview: performance bonus, part 1 For each financial year, a member of the Board of Executive Direc- tors is entitled to a performance bonus with a four-year performance period. After the first year of this four-year performance period, the performance bonus (performance bonus (gross)) is determined based on the achievement of operational targets (operational perfor- mance factor, OPF) and strategic targets (strategic performance factor, SPF) as well as the ROCE (ROCE factor). 50% of the amount is paid out after the Annual Shareholders' Meeting in the following year (performance bonus, part 1). OPF Year 1+ SPF Year 1 Target bonus (x) ROCE factor (x) 2 (11) Performance bonus (gross) 50% Performance bonus, part 1 50% Deferral component The remaining 50% is deferred for another three years and is not immediately payable (deferral component). The final amount of the deferral component is determined depending on the degree to which the strategic targets were achieved within the four-year per- formance period (strategic performance factor, SPF) and is paid out after the Annual Shareholders' Meeting in the year following the end of this four-year performance period (performance bonus, part 2). 3 Corporate Governance Compensation Report V & B Fliesen GmbH4 (member until May 31, 2018) Continental AG³ (member since November 1, 2018) - Share ownership obligation: Mandatory individual investment in BASF shares with a holding obligation of 10% of the actual performance bonus (gross), plus up to an additional 20% of the actual performance bonus (gross) An LTI program exists for members of the Board of Executive Direc- tors. It is also offered to all other senior executives of BASF Group, with a small number of exceptions. To take part in the program, each participant must prove an individual investment in BASF shares and hold the shares for this purpose for a defined period of time (holding period). The individual investment can amount to a maxi- mum of 30% of the participant's performance bonus (gross). The members of the Board of Executive Directors are obligated to invest at least 10% of their individual performance bonus (gross) in the LTI Actual amount 2018 performance bonus (gross) (2018-2021): €1,414,400 program each year (share ownership obligation). This mandatory investment is subject to a holding period of four years. For any fur- ther additional voluntary investment of up to 20% of the performance bonus (gross), the general holding period of two years applies. Four options are granted for each BASF share brought into the LTI program as an individual investment. After a four-year vesting period, there is a four-year exercise period during which the mem- bers of the Board of Executive Directors can exercise these options if performance thresholds are met. During the exercise period, the exercising of options is prohibited during certain periods (closed periods). Each member of the Board of Executive Directors can individually decide on the timing and extent of the exercising of options. Once the options are exercised, the computed value of the options is paid out in cash (cash settlement). BASF Report 2018 150 8885 9555 800 507 800 1,600 800 5385 800 507 973 800 1,416 1,064 Fixed salary 2018 2017 2018 7615 557 LTI program 2009 (2009-2017) 46 1,110 Total 46 84 1656 716 41 27 Fringe benefits 34 1,6376,7 2,0796,7 58 37 112 59 136 2017 33 2018 2018 2018 Compensation allocated in accordance with the German Corporate Governance Code (GCGC) 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 155 BASF Report 2018 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 2,220 6,039 2,556 3,272 2,040 1,872 2,208 The "Compensation allocated in accordance with the German Corporate Governance Code (GCGC)" shown for 2017 and 2018 comprises the fixed and variable compensation components actually allocated, plus the service cost calculated for each member of the Board of Executive Directors in the reporting years even though this does not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) Thousand € Dr. Martin Brudermüller Chairman of the Board of Executive Directors (since May 4, 2018) 2017 1,552 2017 2018 2017 2018 2017 2018 2017 2017 Chairman of the Board of Executive Directors Dr. Kurt Bock Wayne T. Smith Dr. Markus Kamieth Member of the Board of Executive Directors (since May 12, 2017) Michael Heinz Sanjeev Gandhi Dr. Hans-Ulrich Engel Vice Chairman of the Board of Executive Directors (since May 4, 2018) Saori Dubourg Member of the Board of Executive Directors (since May 12, 2017) (until May 4, 2018) 859 2,617 544 LTI program 2012 (2012-2020) LTI program 2011 (2011-2019) 1,6314 1,4014 4,5043 4,0373 LTI program 2010 (2010-2018) 800 1,631 4,504 1,401 4,037 Multiple-year variable compensation (2018-2021), part 12 492 707 707 LTI program 2013 (2013-2021) Total 3,524 2,803 697 1,111 1,001 Service cost 2,726 9,817 1,760 2,841 707 1,548 1,541 2,648 3,105 4,432 1,565 1,700 3,346 6,711 1,690 1,085 707 860 1,156 860 1,815 1,251 2,414 One-year variable compensation 603 1,684 1,053 1,026 841 534 834 833 2,398 3,011 858 707 1,815 707 1,815 1,251 Performance bonus 2018 3,629 1,815 1,156 1,815 1,815 1,156 707 1,815 Actual annual variable compensation¹ 492 3,629 707 1,815 707 1,156 707 2,414 (325) (791) (1,023) (709) 800 1,250 0 800 50% of the 2018 performance bonus (2018-2021), deferral component 5,464 0 1,682 726 3,972 0 1,596 431 3,257 0 1,292 182 0 1,250 800 0 0 796 2,007 0 492 2,722 0 667 3,972 LTI program 2018 (2018-2026) 431 182 363 LTI program 2017 (2017-2025) 870 0 557 1,250 726 2,722 0 363 0 557 3,200 1,250 0 800 1,600 1,250 0 800 1,019 1,250 0 800 1,600 603 603 870 Annual variable target compensation 1,600 - Multiple-year variable compensation 870 0 557 1,250 0 800 1,250 1,467 0 1,250 0 800 50% of the 2018 performance bonus (2018-2021) 3,200 - 1,600 1,019 800 (1,142) 1,125 4,594 (1,600) (1,019) (1,600) Total compensation Plus allocated actual annual variable compensation Less service cost Less 50% of the granted 2018 performance bonus (2018-2021), (deferral component) Less 50% of the granted 2018 performance bonus (2018-2021), (one-year component) Less granted annual variable target compensation Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in connection with GAS 17 7,262 928 3,167 6,752 6,984 1,762 4,158 3,901 (3,200) (800) (800) (800) (844) 626 (661) (816) 492 3,629 707 1,815 6,371 707 707 1,815 (557) (800) (800) I (800) (557) 1,156 0 1,864 2,526 603 2,842 5,610 6,275 1,053 3,449 3,057 5,348 841 2,933 1,735 6,056 834 3,101 2,796 Service cost Total 6,937 816 661 661 6,717 1,495 3,762 3,612 Total compensation in accordance with GCGC 325 325 325 3,956 1,142 709 709 844 1,023 1,023 1,023 791 661 709 796 816 957 83.3 200.0 83.3 Francesco Grioli, Supervisory Board member until May 4, 2018 250.0 250.0 50.0 50.0 200.0 200.0 Franz Fehrenbach8 166.6 33.3 133.3 Tatjana Diether, Supervisory Board member since May 4, 20188 200.0 200.0 200.0 Waldemar Helber⁹ 200.0 200.0 200.0 200.0 133.3 133.3 Roland Strasser, Supervisory Board member since May 4, 2018 Michael Vassiliadis3,8,9 200.0 200.0 200.0 200.0 200.0 200.0 200.0 200.0 200.0 Anke Schäferkordt 200.0 208.3 8.3 Denise Schellemans 75.0 200.0 312.5 331.3 331.3 31.3 31.3 300.0 300.0 550.0 50.0 50.0 500.0 500.0 Robert Oswald, Vice Chairman until May 12, 20175 Michael Diekmann, Vice Chairman³,4 Dr. Jürgen Hambrecht, Chairman 1.2 2018 2017 2018 125.0 10.4 Sinischa Horvat, Vice Chairman since May 12, 20173,9 300.0 312.5 112.5 112.5 200.0 200.0 Dame Alison Carnwath DBE7.9 258.3 109.3 Prof. Dr. François Diederich 58.3 200.0 83.3 Ralf-Gerd Bastian, Supervisory Board member until May 4, 20186 216.7 325.0 16.7 25.0 200.0 26.0 2017 75.0 275.0 (973) (800) (800) (973) I I (1,416) Less 50% of the granted 2018 performance bonus (2018-2021), (deferral component) (1,416) Less 50% of the granted 2018 performance bonus (2018-2021), (one-year component) (1,600) (1,019) (1,600) (2,128) Less granted annual variable target compensation Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in connection with GAS 17 1,250 (800) (800) Plus allocated actual annual variable compensation 2,414 707 1,815 707 Less service cost (1,001) Total compensation 4,007 (1,111) 3,690 0 (697) (796) (1,029) (957) (789) 3,037 2,612 1,815 1,251 (626) 275.0 160 The expanded scope of the seed and crop protection businesses to be acquired from Bayer 9 Member of the Strategy Committee 8 Member of the Audit Committee 7 Chairman of the Audit Committee 6 Member of the Audit and Strategy Committees until May 4, 2018 4 Vice Chairman of the Strategy Committee 5 Member of the Personnel and Strategy Committees until May 4, 2018 Member of the Personnel Committee 3 2 Chairman of the Strategy Committee 1 Chairman of the Personnel Committee 3,329.2 3,344.6 404.2 411.4 2,925.0 2,933.2 Total BASF Report 2018 159 About This Report 1 To Our Shareholders The conclusion of the agreements to merge the oil and gas businesses of BASF and LetterOne in a joint venture, Wintershall DEA The Chairman of the Supervisory Board and the Chairman of the Board of Executive Directors were also in regular contact outside of Supervisory Board meetings. The Chairman of the Supervisory Board was always promptly informed of current develop- ments and significant individual issues. The Supervisory Board was involved at an early stage in decisions of major importance. The Supervisory Board passed resolu- tions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. In the 2018 business year, these included authorizing: In 2018, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for example, all of the major financial key performance indi- cators (KPIs) of the BASF Group and its segments, the economic situation in the main sales and procurement markets, and on deviations in business developments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, investment, sales volumes and personnel plan- ning, as well as measures for designing the future of research and development. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors The Supervisory Board addressed its tasks with a sense of responsibility. Its aim is to lay the best possible foundation for BASF's continued successful and sustainable growth. - Changes to the Board of Executive Directors and preparations for the Supervisory Board elections The further development of the global manufacturing footprint and the planned establishment of a new Verbund site in southern China - BASF Report 2018 - Portfolio measures, in particular the acquisition of the seed and non-selective herbicides businesses from Bayer, the merger of the oil and gas businesses of BASF and LetterOne and the transfer of the paper and water chemicals business to a joint venture with Solenis, with 49% held by BASF, as well as the repositioning of the construction chemicals business In an increasingly difficult political and economic environment, the Supervisory Board addressed the following focus areas at length in 2018: Dear Shareholder Report of the Supervisory Board Report of the Supervisory Board 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report The updated BASF corporate strategy 1,029 2018 committee memberships 14,076 25,484 Michael Heinz 4,692 25,484 Sanjeev Gandhi 2,040 12,600 Saori Dubourg (since May 12, 2017) 14,076 25,484 Dr. Hans-Ulrich Engel 18,724 33,892 Dr. Martin Brudermüller 2018 2017 Dr. Markus Kamieth (since May 12, 2017) 18,792 Wayne T. Smith 25,484 Thousand € The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The table below shows the defined benefit obligations for the pension entitlements accrued until the end of 2018 (as of December 31 in each case): The values for service cost incurred in 2018 contain service cost for BASF Pensionskasse WaG and Board Performance Pension. Ser- vice cost for the members of the Board of Executive Directors is shown individually in the tables "Compensation granted in accor- dance with the German Corporate Governance Code (GCGC)" and "Compensation allocated in accordance with the German Corporate Governance Code (GCGC)." Pension benefits For more information on the LTI program, see page 114 and from page 263 onward The income resulting from the accounting valuation of the option rights granted to Dr. Kurt Bock, the former Chairman of the Board of Executive Directors who retired in 2018, is included in the total compensation for former members of the Board of Executive Direc- tors and their surviving dependents. The outstanding option rights held by the members of the Board of Executive Directors resulted in the following income and expenses in 2018: Dr. Martin Brudermüller: income of €4,170 thousand (2017: income of €604 thousand); Dr. Hans-Ulrich Engel: income of €3,821 thousand (2017: income of €1,300 thousand); Saori Dubourg: expense of €12 thousand (2017: expense of €8 thou- sand); Sanjeev Gandhi: income of €185 thousand (2017: expense of €178 thousand); Michael Heinz: income of €2,636 thousand (2017: income of €226 thousand); Dr. Markus Kamieth: expense of €13 thousand (2017: expense of €26 thousand); Wayne T. Smith: income of €1,602 thousand (2017: income of €35 thousand). The expenses and income reported below are purely accounting figures that do not equate with the actual gains should options be exercised. Each member of the Board of Executive Directors may decide individually on the timing and scope of the exercise of options of the LTI programs, while taking into account the terms and condi- tions of the program. Number of options granted In 2018, some of the option rights granted resulted in an expense and some resulted in income. This expense or income refers to the total of all option rights from the LTI programs 2010 to 2018 and is calculated as the difference in the fair value of the option rights on December 31, 2018, compared with the fair value on December 31, 2017, considering the option rights exercised and granted in 2018. The fair value of the option rights is based primarily on the develop- ment of the BASF share price and its relative performance compared with the benchmark index, the MSCI World Chemicals Index. Accounting valuation of multiple-year 102,900 210,228 Total 28,156 43,008 Dr. Kurt Bock (until May 4, 2018) 7,060 14,076 variable compensation (LTI programs) 2018 The table below shows the options granted to the Board of Execu- tive Directors on July 1 of both reporting years. 5 Supplementary Information Oil and Gas Business 2,594 2,496 3,972 7,408 3,914 4,525 with GCGC Total compensation in accordance 325 1,142 709 844 1,023 791 661 603 789 5,389 3,894 3,464 2,202 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 156 BASF Report 2018 7 Fringe benefits include the payment of additional taxes and tax back payments for previous years arising in connection with transfers. 6 Overviews 6 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 3 At the end of the regular term of the LTI program 2009, exercise gains that were realized in 2013 were allocated to Dr. Hans-Ulrich Engel and Dr. Kurt Bock in 2017 in accordance with the special conditions of the U.S. LTI program. 1 The basis for the allocated actual annual variable compensation was the return on assets adjusted for special effects and the average performance factor for the current and two preceding years. This includes contributions made to the deferred compensation program. 2 The basis for the performance bonus, part 1, is the ROCE factor and the average of the operating performance factor (OPF) and the strategic performance factor (SPF) in the year the performance bonus was granted. This includes contributions made to the deferred compensation program. 50% of the actual performance bonus is paid out; the remaining 50% of the actual performance bonus is not paid out for another three years (deferral component). 3,051 10,959 2,469 3,685 2,571 2,481 4 In 2018, at the end of the regular term of the LTI program 2010, exercise gains that were realized in 2017 and 2018 were allocated to Dr. Hans-Ulrich Engel, and exercise gains that were realized in 2016 were allocated to Dr. Kurt Bock in accordance with the special conditions of the U.S. LTI program. 5 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. Total compensation 2017 19,993 Members of the Supervisory Board who are members of a commit- tee, except for the Nomination Committee, receive an additional fixed compensation of €12,500. The additional fixed compensation for members of the Audit Committee is €50,000. The amount of additional fixed compensation for the chairman of a committee is 2 times this value, and 1.5 times this value for the vice chairman. Each member of the Supervisory Board receives an annual fixed compensation of €200,000. The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordi- nary member. The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recom- mendations of the German Corporate Governance Code (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. 2 The amount for the chairman of a committee is 2 times this value, and 1.5 times this value for the vice chairman. 1 The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordinary member. - No additional compensation is paid for the Nomination Committee Compensation for committee memberships: €12,500²; Audit Committee: €50,000² Share purchase and share holding component: 25% of the fixed compensation must be used to purchase shares in BASF; these shares must be held for the duration of membership on the Supervisory Board Compensation of Supervisory Board members Fixed salary €200,000¹ Compensation of Supervisory Board members Pension provisions for previous Board members and their surviving dependents amounted to €159.5 million (2017: €144.3 million). Option rights that have not yet been exercised on retirement are to be continued under the conditions of the program including the associated holding period to emphasize that the compensation for the Board of Executive Directors is geared to sustainability. Total 5.7 (5.5) (4.4) (16.1) Each member of the Supervisory Board is required to use 25% of their fixed compensation to acquire shares in BASF SE, and to hold these shares for the duration of membership on the Supervisory Board. This does not apply to the amount of compensation that the member of the Supervisory Board transfers to a third party on a pro rata basis as a result of an obligation entered into before their appointment to the Supervisory Board. In this case, the utilization and holding obligation applies to 25% of the remaining compensa- tion after deducting the amount transferred. The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a com- mittee. The directors' and officers' liability insurance (D&O insurance) concluded by the company covers the duties performed by the members of the Supervisory Board. This policy provides for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC). Total compensation of the Supervisory Board in 2018 was around €3.3 million (2017: around €3.3 million). The compensation of the individual Supervisory Board members was as follows. BASF Report 2018 Fixed salary For more information on share ownership by members of the Supervisory Board, see page 139 In 2018, as in 2017, the company paid the Supervisory Board mem- ber Prof. Dr. François Diederich a total of CHF 38,400 (2018: approximately €33,200; 2017: approximately €34,500) for consult- ing work in the area of chemical research based on a consulting contract approved by the Supervisory Board. Beyond this, no other Supervisory Board members received any compensation in 2018 for services rendered personally, in particular, the rendering of advisory and agency services. Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Share- holders' Meeting, which takes delivery of the Consolidated Financial Statements for the business year. Accordingly, compensation relat- ing to the year 2018 will be paid following the Annual Shareholders' Meeting on May 3, 2019, taking into account and applying the share purchase obligation. 135.4 550.0 2017 Compensation for 10.1 Thousand € 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 158 Compensation of the Supervisory Board of BASF SE Dr. Martin Brudermüller 10.6 2017 24,952 Dr. Kurt Bock (until May 4, 2018) 4,165 5,098 2,739 4,049 Dr. Markus Kamieth Wayne T. Smith 11,411 12,735 3,598 4,586 3,665 5,067 11,811 11,985 Dr. Hans-Ulrich Engel Saori Dubourg Sanjeev Gandhi Michael Heinz 17,248 20,313 Total 88,465 74,950 2018 Million € Total compensation of former members of the Board of Executive Directors and their surviving dependents Total compensation for previous Board members and their surviving dependents amounted to minus €5.5 million in 2018 (2017: €5.7 mil- lion). This figure also contains payments that previous Board mem- bers have themselves financed through the deferred compensation program, as well as the income for 2018 relating to option rights that previous members of the Board still hold from the time of their active service period. The decline in total compensation was due to the fair value measurement of these option rights, which generated total income of €16.1 million in 2018 (2017: income of €4.4 million). Former members of the Board of Executive Directors There is a general limit on severance pay (severance payment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without serious cause, may not exceed the value of two years' compensa- tion, including fringe benefits, nor compensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total compensation for the past busi- ness year and, if appropriate, also the expected total compensation for the current business year. If the appointment to the Board of Executive Directors is prematurely terminated as the result of a change of control event, the payments may not exceed 150% of the severance compensation cap. gram. For the determination of the accrued pension benefits from the Board Performance Pension, the time up to the regular expiry of office is taken into consideration. 5 Supplementary Information Oil and Gas Business 6 Overviews Retirement and surviving dependents' pensions Income from the fair value measurement of option rights 4 Consolidated Financial Statements 2 Management's Report 1 To Our Shareholders About This Report 157 BASF Report 2018 The following applies to end of service due to a change of control event: A change of control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. If a Board member's appointment is revoked within one year of a change of control event, the Board member will receive the contractually agreed payments for the remaining contractual term of office as a one-off payment (fixed salary and annual variable target compensation). The Board mem- ber may also receive the fair value of the option rights acquired in connection with the LTI program within a period of three months or may continue to hold the existing rights under the terms of the pro- In the event that a member of the Board of Executive Directors appointed before 2017 retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension bene- fits if they have served on the Board for at least 10 years or if the period until they reach legal retirement age is less than 10 years. The company is entitled to offset compensation received for any other employment against pension benefits until the legal retirement age is reached. End-of-service benefits 3 Corporate Governance Compensation Report 1,684 1,053 1,053 1,416 1,416 800 973 973 973 507 800 800 1,416 800 7611 7611 7611 46 136 136 136 59 112 5381 1,064 One-year variable target compensation Total 2018 (max) 2018 2018 2018 2018 2018 2018 2017 2018 (min) (max) 2017 2018 (min) (max) 2017 2018 (min) (max) Fixed salary Fringe benefits 112 2018 (min) 112 58 800 0 1,250 2,617 1,600 2,398 800 2,398 2,398 0 1,250 1,019 Annual variable target compensation 1,600 1,019 1,600 50% of the 2018 performance bonus (2018-2021) 1,416 0 2,212 973 0 2,128 1,521 0 973 58 58 2,0792,3 1,6372,3 1,6372,3 1,6372,3 1,110 1,552 1,552 1,552 859 1,085 1,085 1,085 544 858 858 858 2,128 1,416 0 2,212 1,600 37 1,521 2018 Directors (since May 12, 2017) The variable component of the pension unit is the result of multiply- ing the fixed pension component with a performance factor based on the relevant ROCE in the reporting year concerned, as well as the performance factors relevant to the performance bonus (variable pension component). BASF Report 2018 151 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business As part of the pension benefits granted to the Board of Executive Directors (Board Performance Pension), company pension benefits are intended to accrue annual pension units, the amount of which depends on the company's success and the performance of the Board of Executive Directors as a whole in the business year con- cerned. The method used to determine the amount of the pension benefits generally corresponds to that used for all other senior executives of the BASF Group in Germany. The annual pension benefits accruing to Board members in a given reporting year (pen- sion unit) are composed of a fixed and a variable component. The fixed component is calculated by multiplying the annual fixed salary above the Social Security Contribution Ceiling by 32% (fixed pension component). 6 Overviews The sum of the pension units accumulated over the reporting years determines the respective Board member's pension benefit in the event of a claim. This is the amount that is payable on retirement, disability or death. Pension benefits fall due at the end of service on reaching the age of 60 (for members first appointed to the Board of Executive Directors after January 1, 2017: on reaching the age of 63), or on account of disability or death. Pension payments are reviewed on a regular basis and adjusted by at least 1% each year. Members of the Board of Executive Directors have the option to choose between payment of their pension entitlements in the form of a lifelong pension or a lump sum. The amount of the lump-sum payment is calculated by capitalizing the annual pension entitlement accrued as of the end of the service period as a member of the Board of Executive Directors. The pension units also include survivor benefits. Upon the death of an active or former member of the Board of Executive Directors, the surviving spouse receives a survivor pension amounting to 60% of the Board member's pension entitlement. The orphan pension amounts to 10% for each half-orphan, 33% for an orphan, 25% each for two orphans and 20% each for three or more orphans of the pension entitlement of the deceased (former) Board member. Total survivor benefits may not exceed 75% of the Board member's pension entitlement. If the survivor pensions exceed the upper limit, they will be proportionately reduced. Board members are members of the BASF Pensionskasse WaG, as are generally all employees of BASF SE. Contributions and benefits are determined by the Statutes of the BASF Pensionskasse VVaG and the General Conditions of Insurance. Withholding and clawback clause A withholding and clawback clause was introduced as of January 1, 2018, for the performance bonus and the LTI program for all mem- bers of the Board of Executive Directors. In the event that a Board member commits a serious infringement of the Code of Conduct of BASF Group or of the duty of care as a member of the management of the company, this provision allows for a reduction or cancellation of not yet paid variable compensation as well as the clawback of variable compensation paid out since January 1, 2018. 1,156 The tables on pages 154 to 156 show the granted and allocated compensation as well as service cost of each member of the Board of Executive Directors in accordance with section 4.2.5(3) of the German Corporate Governance Code (GCGC) in the version dated February 7, 2017. Due to the changes resolved to the compensation system for the Board of Executive Directors, this Compensation Report includes a comparison of the compensation granted and allocated under the two different systems. The compensation system for the Board of Executive Directors in effect until the end of 2017 is described in detail in the 2017 Compensation Report. The following comparison summarizes the changes. The amount resulting from the fixed and the variable pension com- ponent is converted into a pension unit (lifelong pension) using actu- arial factors (annuity conversion factor). The currently applied annu- ity conversion factor is based on an actuarial interest rate of 5%, the probability of death, invalidity and bereavement according to Heubeck Richttafeln, 2005G (modified) and an assumed pension increase (at least 1% each year). Pension benefits due: on reaching the retirement age of 60 (63 for members first appointed to the Board of Executive Directors since 2017) or on account of disability or death - Pension entitlement: retirement, disability and surviving dependents' pensions Accrual of annual pension units, the amount of which depend on the company's success and the performance of the Board of Executive Directors as a whole About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Each option consists of right A (absolute performance threshold) and right B (relative performance threshold), whose value is deter- mined by different performance targets. At least one of the two conditions must be met in order for the option to be exercised: - Performance threshold, right A: BASF share price increases at least 30% compared with the base price on the option grant date for the LTI program concerned. The value of right A is calculated as the difference between the market price of BASF shares on the exercise date and the base price on the option grant date. It is limited to 100% of the base price (cap). The base price for an LTI program is the volume-weighted average share price in Deutsche Börse AG's electronic trading system (Xetra) on the first trading day after the Annual Shareholders' Meeting of BASF SE in the year in which the LTI program is granted. The base price for the LTI program granted in 2018 was €85.45 (2017: €87.84). Performance threshold, right B: The cumulative percentage per- formance of the BASF share exceeds that of the MSCI World Chemicals Index (outperformance) and the price of the BASF share on the exercise date equals at least the base price. The value of right B is calculated as the base price of the option multi- plied by twice the outperformance of BASF shares on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. In total, the maximum exercise gain (cap) is limited to five times the individual investment and can amount to a maximum of €3,750,000 for an ordinary member of the Board of Executive Directors. The maximum amount for the chairman of the Board of Executive Direc- tors is 2 times the maximum value for an ordinary Board member, and 1.33 times this value for the vice chairman. Due to the multiple-year exercise period, it can occur that exercise gains from several LTI program years accumulate inside of one year; there can also be years without any exercise gains. For more information on share ownership by members of the Board of Executive Directors, see page 139 For more information on the LTI program, see page 114 and from page 263 onward 4. Nonmonetary compensation and other additional compensation (fringe benefits) Members of the Board of Executive Directors receive various fringe benefits in addition to the abovementioned cash compensation. Fringe benefits include delegation allowances, accident insurance premiums, transportation and benefits from the provision of security measures by the company. The fringe benefits granted by the com- pany are subject to specific provisions and thereby also limited in its amount. The members of the Board of Executive Directors are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company. This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 of the German Stock Corporation Act. 5. Company pension benefits - Board Performance Pension 152 2017 BASF Report 2018 1 To Our Shareholders Compensation granted in accordance with the German Corporate Governance Code (GCGC) The table "Compensation granted in accordance with the German Corporate Governance Code (GCGC)" shows: fixed salary, fringe benefits, annual variable target compensation/performance bonus, LTI program measured at fair value as of the grant date and service cost. The individual compensation components are supplemented by individually attainable minimum and maximum compensation. Furthermore, a reconciliation statement for total compensation to be reported is provided below the table "Compensation granted in accordance with the German Corporate Governance Code (GCGC)" due to the disclosures required by section 314(1) no. 6a of the German Commercial Code (HGB) in connection with the German Accounting Standard 17 (GAS 17). BASF Report 2018 153 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report Withholding and clawback clause for the performance bonus and the LTI program 4 Consolidated Financial Statements 6 Overviews Compensation granted in accordance with the German Corporate Governance Code (GCGC) Thousand € Dr. Martin Brudermüller Chairman of the Board of Executive Directors (since May 4, 2018) Dr. Hans-Ulrich Engel Vice Chairman of the Board of Executive Directors (since May 4, 2018) Saori Dubourg Member of the Board of Executive Sanjeev Gandhi 5 Supplementary Information Oil and Gas Business The pensionable age for Board members (Board Performance Pension) was raised from 60 to 63 years for new members appointed to the Board of Executive Directors after January 1, 2017 Option to choose between payment of pension entitlements in the form of a lifelong pension or a lump sum The variable component of the pension unit is the result of multiplying the fixed pension component with a factor based on the relevant ROCE in the reporting year concerned, as well as the performance factors relevant to the performance bonus Mandatory individual investment of 10% now based on the performance bonus (gross); up to an additional 20% of the performance bonus (gross) can be invested on a voluntary basis 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Performance bonus / annual variable compensation Long-term incentive program (LTI) Company pension benefits Withholding and clawback clause Compensation system for the Board of Executive Directors until the end of 2017 Annual variable compensation The key performance indicator for the company's success is the return on assets (ROA) - Relevant performance factor is the average of the performance factors in the current and two preceding business years Payment in full after the Annual Shareholders' Meeting for the business year Long-term, share price-based incentive program Mandatory individual investment of 10% of the actual annual variable compensation; up to an additional 20% of the actual annual variable compensation can be invested on a voluntary basis The variable component of the pension unit is the result of multiplying the fixed pension component with a factor based on the relevant return on assets in the reporting year concerned, as well as the performance factor used to determine the actual annual variable compensation None New compensation system for the Board of Executive Directors as of 2018 Performance bonus The key performance indicator for the company's success is the return on capital employed (ROCE) - Relevant performance factors are the operational performance factor (OPF) for the current business year and the strategic performance factors (SPF) for the current and the following three business years 50% paid out at the end of the current business year and 50% after the end of the four-year performance period No changes to the program About This Report 800 Amount of total compensation 1,250 (until May 4, 2018) 2018 2017 2018 (min) 2018 (max) 2018 2017 2018 Chairman of the Board of Executive Directors (min) 2018 2018 2018 2018 2017 2018 (min) (max) 2017 2018 (max) Member of the Board of Executive Directors (since May 12, 2017) Dr. Kurt Bock Wayne T. Smith 1,250 1,753 1,895 4,553 3,772 1 Payment was made partly in local currency abroad based on a theoretical net salary in Germany. 2 Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. 3 Fringe benefits include the payment of additional taxes for 2017 and/or 2018 and tax back payments for previous years arising in connection with transfers. BASF Report 2018 154 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Compensation granted in accordance with the German Corporate Governance Code (GCGC) Thousand € Michael Heinz Dr. Markus Kamieth 2018 (min) (max) Fixed salary 41 41 712 1652 1652 1652 84 46 46 46 833 834 834 834 534 841 841 841 1,026 1,053 0 41 0 27 34 Fringe benefits Total One-year variable target compensation 800 800 800 800 507 800 800 800 9551 8881 8881 8881 1,600 557 557 557 33 34 34 800 860 3,187 483 LTI program 2018 (2018-2026) Total Service cost Total compensation in accordance with GCGC 973 0 1,521 363 LTI program 2017 (2017-2025) 53 - 887 0 3,620 667 0 2,722 330 0 121 2,212 0 1,416 800 8,409 0 1,250 Multiple-year variable compensation 483 2,303 0 5,832 363 1,640 0 53 1,130 0 2,596 121 1,467 0 3,972 50% of the 2018 performance bonus (2018-2021), deferral component 1,346 667 4,243 2,722 1,029 1,029 1,029 957 789 789 789 4,722 6,382 2,663 10,707 3,519 4,324 7,475 2,412 3,817 1,887 5,733 0 5,454 5,295 796 626 1,711 626 1,552 626 3,721 9,596 2,822 1,085 6,849 1,616 2,788 858 3,698 5,271 1,111 4,704 1,001 7,620 1,111 697 4,665 4,338 2,398 1,111 261 Other Notes 29 Statement of cash flows and capital structure management 202 183 261 Notes 5 Earnings per share 4 Reporting by segment and region 2 Scope of consolidation. 1 Summary of accounting policies 3 BASF Group list of shares held pursuant to Policies and Scope of Consolidation 183 Notes to the Statement of Income 265 section 313(2) of the German Commercial Code 34 Declaration of Conformity with the German Statement of Equity 219 267 33 Services provided by the external auditor 218 265 32 Related party transactions 218 and Supervisory Board_ 31 Compensation of the Board of Executive Directors 211 263 and BASF incentive share program 211 30 Share price-based compensation program Statement of Cash Flows 19 Capital, reserves and retained earnings 259 177 Recognized in Equity 235 18 Receivables and miscellaneous assets Statement of Income and Expense 235 17 Inventories 234 equity method and other financial assets. 176 Statement of Income 16 Investments accounted for using the 232 228 219 238 179 20 Other comprehensive income_ 239 251 27 Supplementary information on financial instruments 28 Leases 183 .250 26 Risks from litigation and claims 249 25 Other financial obligations Balance Sheet 246 182 245 240 22 Provisions for pensions and similar obligations 23 Other provisions 181 239 21 Noncontrolling interests 24 Liabilities Corporate Governance Code Wayne T. Smith 220 Independent Auditor's Report¹ 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements Independent Auditor's Report 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 169 BASF Report 2018 228 Shuth Dr. Markus Kamieth 12.6 Michael Heinz Heinz TO BASF SE, Ludwigshafen am Rhein Sanjeev Gandhi Report on the Audit of the Consolidated Financial Statements and of the Group Management Report We have audited the Consolidated Financial Statements of BASF SE and its subsidiaries (the Group), which comprise the balance sheet as at December 31, 2018, statement of income, statement of income and expense recognized in equity, statement of cash flows, statement of equity for the financial year from January 1, 2018 to December 31, 2018 and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the Group Management Report of BASF SE for the financial year from January 1, 2018 to Decem- ber 31, 2018. In addition, we have been instructed to express an opinion as to whether the Consolidated Financial Statements comply with full IFRS. In accordance with the German legal requirements we have not audited the content of the non-financial statement and the corporate governance statement which are included in the Group Management Report and are identified as unaudited other information. This is a translation of the German original. Solely the original text in German language is authoritative. 1 Key assumptions by the Board of Executive Directors are the forecasts for future cash inflows in the detailed planning period, the assumed growth rate for subsequent periods, as well as the cost of capital. These assumptions have a material impact on the recoverability of goodwill. The growth forecasts of the Board of Executive Directors are associated with risks and can be revised in Intangible assets in the Consolidated Financial Statements of BASF SE include goodwill in the amount of €9,211 million. Goodwill must be tested for impairment annually and whenever there is an indication that goodwill may be impaired. The impairment test for the Pigments unit revealed that a change to the key assumptions, which is considered reasonably possible, could lead to the carrying amount exceeding the recoverable amount. Financial statement risk For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on pages 193 to 194 and 201. The underlying assumptions used in the calculation and the disclosures on the impairment test performed are included in Note 14 to the Consolidated Financial Statements from page 228 onward. We conducted our audit of the Consolidated Financial Statements and of the Group Management Report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report" section of our auditor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the Basis for the opinions Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance Recoverability of goodwill of the Consolidated Financial Statements and of the Group Management Report. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements for the financial year from January 1, 2018 to December 31, 2018. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. Key Audit Matters in the Audit of the Consolidated Financial Statements Consolidated Financial Statements and on the Group Management Report. - The accompanying Group Management Report as a whole provides an appropriate view of the Group's position. In all material respects, this Group Management Report is consistent with the Consolidated Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the Group Management Report does not cover the content of the non- financial statement and the corporate governance statement mentioned above. for the financial year from January 1, 2018 to December 31, 2018, and In our opinion, on the basis of the knowledge obtained in the audit, The accompanying Consolidated Financial Statements comply, in all material respects, with the IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code (HGB) and full IFRS, and in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2018, and of its financial performance Opinions Lumb Saori Dubourg Зивар 8 Other operating expenses 7 Other operating income 6 Functional costs .226 13 Personnel expenses and employees 226 12 Noncontrolling interests 223 11 Income taxes 222 10 Financial result 221 9 Income from companies accounted for using the equity method 268 35 Non-adjusting post-balance sheet date events About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Vice Chairman and Chief Financial Officer Dr. Hans-Ulrich Engel Мине Chairman and Chief Technology Officer Dr. Martin Brudermüller Prederieller Ludwigshafen am Rhein, February 20, 2019 268 To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. We have established effective internal control and steering systems in order to ensure that the BASF Group's Management's Report and Consolidated Financial Statements comply with applicable accounting rules and to ensure proper corporate reporting. The BASF Group Consolidated Financial Statements for 2018 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the International Accounting Standards Board (IASB), London, and have beenendorsed by the European Union. The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. and assurance pursuant to sections 297(2) and 315(1) of the German Commercial Code (HGB) Statement by the Board of Executive Directors 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Statement by the Board of Executive Directors The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal control and risk management system are continually audited throughout the Group by our internal audit department. 15 Property, plant and equipment The Supervisory Board wishes to thank all employees of the BASF Group worldwide and the management for their personal contribution in the 2018 business year. Independent Auditor's Report The Audit Committee is responsible for all the tasks listed in section 107(3) sentence 2 of the German Stock Corporation Act (AktG) and in section 5.3.2 of the German Corporate Governance Code in the version dated February 7, 2017. This also includes auditing the Nonfinancial Statements of BASF SE and the BASF Group. The Audit Committee met five times during the reporting period. Its core duties were to review BASF SE's Financial Statements and Consolidated Financial Statements, as well as to discuss the quarterly statements and the half-year financial report with the Board of The Personnel Committee met three times during the reporting period. With the exception of one meeting, which one committee member was unable to attend, all committee members attended the meetings. At its meeting on February 22, 2018, the Personnel Committee advised on the targets for the Board of Executive Directors for the 2018 business year. Key topics at the meeting on October 24, 2018, were the development of leadership at the top levels of management below the Board of Executive Directors, including long-term succession planning, potential alternate candidates for that Board of Executive Directors, the extension of Michael Heinz's appointment, as well as the review of the appropriateness of the compensation awarded to the Board of Executive Directors. The performance of the Board of Execu- tive Directors in the 2018 business year and the appointments of the members of the Board of Executive Directors were discussed at the meeting on December 13, 2018. For information on the composition of the committees and the tasks assigned to them by the Supervisory Board, see the Corporate Governance Report on pages 134 to 135 The Supervisory Board of BASF SE has four committees: 1. the committee for per- sonnel matters of the Board of Executive Directors and the granting of loans in accor- dance with section 89(4) of the German Stock Corporation Act (Personnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Commit- tee. Following each Committee meeting, the chairpersons of the Committees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. Committees For more information on the division of responsibilities within the Board of Executive Directors, see the Corporate Governance Report from page 142 onward proposed by the Board of Executive Directors was approved by the Supervisory Board in each case. The division of responsibilities within the Board of Executive Directors was reallocated following the change in chairman and the reduction in the number of Board members as of May 4, 2018, and due to the reorganization of the segment structure as of Jan- uary 1, 2019, as part of the updated corporate strategy. The division of responsibilities The Chairman of the Board of Executive Directors, Dr. Kurt Bock, retired from the Board of Executive Directors following the Annual Shareholders' Meeting on May 4, 2018, so that he can be elected to the Supervisory Board and appointed as its chair- man in 2020. He was succeeded as Chairman of the Board of Executive Directors by Dr. Martin Brudermüller, who previously served as Vice Chairman of the Board of Executive Directors. Also with effect from May 4, 2018, the Chief Financial Officer, Dr. Hans-Ulrich Engel, was additionally appointed Vice Chairman of the Board of Executive Directors. Michael Heinz's appointment to the Board of Executive Directors was extended to the end of the 2024 Annual Shareholders' Meeting. At the same time, the number of Board members was reduced from eight to seven following the Annual Shareholders' Meeting. After being approved by the Annual Shareholders' Meeting on May 4, 2018, an updated compensation system for the Board of Executive Directors was introduced with effect as of January 1, 2018. All members of the Board of Executive Directors agreed to the required change to their employment contracts. For more information on the compensation of the Board of Executive Directors, see the Compensation Report on pages 146 to 158 At its meeting on December 13, 2018, the Supervisory Board evaluated, based on the counsel of the Personnel Committee, the Board of Executive Directors' performance in 2018. In several meetings in the 2018 business year, the Supervisory Board conferred on, and passed resolutions on, personnel topics in the Board of Executive Directors as well as questions concerning the compensation of the Board of Executive Directors. Based on preparation conducted by the Personnel Committee, it determined the tar- gets for the Board of Executive Directors for the 2018 business year at its meeting on February 22, 2018. Composition and compensation of the Board of Executive Directors investment budget for 2019, and as usual authorized the Board of Executive Directors to procure the necessary financing in 2019. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements BASF Report 2018 3 Corporate Governance Report of the Supervisory Board 162 2 Management's Report 1 To Our Shareholders About This Report 163 For more information on the competence profiles, diversity concepts and composition goals, see page 133 and from page 135 onward The Supervisory Board places great value on ensuring good corporate governance: In 2018, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the recommendations and suggestions of the German Corporate Governance Code. In addition to the review of BASF's corporate governance culture, topics of discussion were the draft of a fundamentally revised German Corporate Governance Code and the proposal to translate the second E.U. Shareholder Rights Directive into German law and its not insignificant impact on the current corporate governance system. In addition, the competence profiles and diversity concepts adopted in 2017 for the Supervisory Board and the Board of Executive Directors were reviewed and confirmed. Corporate governance and Declaration of Conformity The Strategy Committee met once in 2018. The Committee was established to consult on strategic options for the further development of the BASF Group and has comprised six members of the Supervisory Board since May 2017. All committee members attend- ed the meeting. At the meeting, the committee primarily discussed the expanded scope of the acquisition of the seed and crop protection businesses from Bayer, the combina- tion of the paper and water chemicals business with Solenis' business and the status of negotiations with LetterOne on the merger of the oil and gas businesses. visory Board adopted by the Supervisory Board as well as the competence profile and diversity concept for the Supervisory Board resolved at the meeting on December 21, 2017. The Nomination Committee met three times in 2018. All committee members attended all meetings. The meetings addressed, on the one hand, a review of the competence profile and diversity concept resolved in 2017, as well as the preparation of the proposals for the election of Supervisory Board members at the 2019 Annual Shareholders' Meeting. Based on an analysis of the competencies required by the Supervisory Board as a whole and the competencies already covered, the Nomination Committee used a broad-based selection process to identify suitable candidates to be proposed for election as the successors for Prof. Dr. François Diederich and Michael Diekmann, who will not stand for reelection. The chairman of the committee regularly informed the Supervisory Board as a whole of the status of the selection process. The Nomination Committee presented the results of the selection process together with a nomination proposal for the shareholder representatives to the Super- visory Board for resolution at its meeting on December 13, 2018. The Nomination Committee is responsible for preparing candidate proposals for the Supervisory Board members to be elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objectives for the composition of the Super- BASF Report 2018 Other important activities included advising the Board of Executive Directors on accounting issues and the internal control system. The Audit Committee focused on the internal auditing system at the meeting on July 23, 2018, and compliance in the BASF Group on December 12, 2018. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. In all meetings, the Audit Committee also received information on the development of risks from litigation. At the meeting on July 23, 2018, the Audit Committee engaged KPMG AG Wirtschafts- prüfungsgesellschaft - the auditor elected by the Annual Shareholders' Meeting - with the audit for the 2018 reporting year and auditing fees were agreed upon. The focus areas for the annual audit were discussed and defined together with the auditor. The Audit Committee excluded in principle any service relationships between auditor and BASF Group companies outside of the audit of the annual financial statements, includ- ing beyond prevailing legal limitations. These services may only be performed upon approval by the Audit Committee. For certain nonaudit services beyond the scope of the audit of the financial reports, the Audit Committee either granted approval for individual cases or authorized the Board of Executive Directors to engage KPMG AG Wirtschafts- prüfungsgesellschaft for such services to a very limited extent. At the meeting on December 12, 2018, the auditors responsible reported on the status of the annual audit, as well as the focus areas of the audit and the most important individual items. At the meeting on February 20, 2019, the auditor reported in detail on its audits of BASF SE's Separate and Consolidated Financial Statements for the 2018 business year, including the corresponding management's reports, and discussed the results of its audit with the Audit Committee. The committee's audit also included the nonfinan- cial statements of BASF SE and the BASF Group. In preparation for the audit, the Audit Committee had, following a corresponding resolution by the Supervisory Board, additionally engaged KPMG to perform a substantive audit with limited assurance of the Nonfinancial Statements and to issue an assurance report on this. KPMG also reported in detail on the focus, the procedure and the key findings of this audit. Executive Directors prior to their publication. With the exception of one meeting, which one member did not attend, all committee members participated in the meetings. 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance Report of the Supervisory Board 1 To Our Shareholders 2 Management's Report 2 Management's Report About This Report The partial acquisition of the polyamide value chain from Solvay Consolidation in the areas of crop protection and seeds, and the acquisition and integration of the seed business from Bayer In all meetings, the Supervisory Board discussed the further development of the BASF Group's business activities through acquisitions, divestitures, transfers to joint ven- tures and investment projects. Discussions focused on: A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earnings development, as well as on opportunities and risks for business devel- opment, the status of important current and planned investment projects, operational excellence and sustainability, developments on the capital markets, significant mana- gerial measures taken by the Board of Executive Directors and innovation projects. An individual overview of attendance at meetings of the Supervisory Board and its committees will be made available on the company website at basf.com/supervisoryboard/meetings The Supervisory Board held five meetings in the 2018 business year. With the excep- tion of one two-day Supervisory Board meeting, which one member of the Superviso- ry Board was unable to attend on the first day, all members attended all Supervisory Board meetings in 2018. The members of the Supervisory Board elected by share- holders and those elected by the employees prepared for the meetings in separate preliminary discussions in each case, which were also attended by members of the Board of Executive Directors. All members of the Board of Executive Directors attend- ed the Supervisory Board meetings unless it was deemed appropriate that the Super- visory Board discuss individual topics - such as personnel matters relating to the Board of Executive Directors - without them being present. Supervisory Board meetings The assumption of a guarantee by BASF SE as part of in connection with the acquisition of a 10% share in a concession to produce natural gas and condensate in the Ghasha field in Abu Dhabi Report of the Supervisory Board 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report The merger of the oil and gas businesses of BASF and LetterOne in a joint venture, Wintershall DEA 1 To Our Shareholders The transfer of the paper and water chemicals business to a joint venture with Solenis, with 49% held by BASF The repositioning of the construction chemicals business, including a potential divestiture 161 BASF Report 2018 At its meeting on December 13, 2018, the Supervisory Board discussed and approved the Board of Executive Directors' operational and financial planning including the - Enhancing the company's organization with agile structures and streamlined decision-making processes - - Leveraging the power of innovation, including systematically harnessing the opportunities of digitalization - Sustainability as a basis of long-term business success, in particular CO2-neutral growth - Focusing on the customer in all activities - Operational excellence measures in production, including the digitalization of industrial processes - Strategic portfolio development At the strategy meeting on October 24/25, 2018, the Board of Executive Directors and the Supervisory Board discussed at length the further development of the "We create chemistry" strategy and agreed on a repositioning of key elements with the BASF corporate strategy, especially relating to customer focus, sustainability, innova- tion, digitalization and operations. Key consultation topics were: The main agenda items at the meeting on July 24, 2018, were the integration and further development of the seed business acquired from Bayer as well as the BASF Group's financial and tax strategy. At its meeting on February 22, 2018, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2017 business year as presented by the Board of Executive Directors. The Supervisory Board met prior to the Annual Shareholders' Meeting on May 4, 2018, primarily to prepare for the Annual Shareholders' Meeting. The expansion of the global manufacturing footprint with the establishment of a new Verbund site in southern China The progress of the Nord Stream 2 pipeline project and its project financing The expansion of the battery materials business by establishing production capacities in cooperation with Norilsk Nickel and Toda - 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Report of the Supervisory Board In accordance with the recommendations of the German Corporate Governance Code and the Guiding principles for the dialogue between investors and German supervisory boards, the Chairman of the Supervisory Board again sought dialog with investors where appropriate in 2018. The main topic ahead of the 2018 Annual Shareholders' Meeting was the changes to the compensation system for the Board of Executive Direc- tors. Another focus in the second half of the year was the preparations for the Supervi- sory Board elections at the upcoming 2019 Annual Shareholders' Meeting. At its meeting of December 13, 2018, the Supervisory Board approved the joint Declaration of Conformity by the Supervisory Board and the Board of Executive Directors in accordance with section 161 of the German Stock Corporation Act (AktG). BASF complies with the recommendations of the German Corporate Governance Code in the version dated February 7, 2017, without exception. The Corporate Governance Report provides extensive information on the BASF Group's corporate governance. 2 Management's Report 1 To Our Shareholders About This Report 166 BASF Report 2018 The Board of Executive Directors of BASF SE of BASF SE The Supervisory Board Ludwigshafen, December 2018 The recommendations of the Government Commission on the German Corporate Governance Code as amended on February 7, 2017, published by the Federal Ministry of Justice on April 24, 2017, in the official section of the electronic Federal Gazette are complied with and have been complied with since the submission of the last Declaration of Conformity in December 2017. The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to section 161 of the German Stock Corporation Act (AktG) Declaration of Conformity 2018 of the Board of Executive Directors and the Supervisory Board of BASF SE Conformity Pursuant to Section 161 AktG Declaration of 6 Overviews 3 Corporate Governance Declaration of Corporate Governance 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 6 Overviews 14 Intangible assets Notes to the Balance Sheet 169 Statement by the Board of Executive Directors Statements Consoli- dated Financial 4 Chapter 4 pages 168-268 167 BASF Report 2018 Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. The Declaration of Corporate Governance, pursuant to section 315d HGB in connection with section 289f HGB, comprises the subchapters Corporate Governance Report including the descrip- tion of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (except for the disclosures pursuant to section 315a(1) HGB), Compliance and Declaration of Conformity as per section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB Corporate Governance Declaration of 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Declaration of Conformity Pursuant to Section 161 AktG 2 Management's Report 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report 1 To Our Shareholders About This Report 164 BASF Report 2018 KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Share- holders' Meeting for the 2018 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, which were pre- pared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and the additional requirements that must be applied in accordance with section 315e(1) of the German Commercial Code (HGB), including the Management's Report and the accounting records from which they were pre- pared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. In particular, it had instituted an appropriate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. The results of the audit as well as the procedure and material findings of the audit of Separate and Consolidated Financial Statements Independent of the efficiency review of the Supervisory Board, the Audit Committee also conducted a self-assessment of its activities in 2018 based on individual discus- sions by the chairman of the Audit Committee with all of its members. Material topic areas were the organization and content of the meetings and the supply of information as the basis of the Committees' work. The Audit Committee discussed the results at its meeting on December 12, 2018, and resolved, in consultation with the Supervisory Board, to further intensify its risk management activities, especially in connection with investments, acquisitions and divestitures. a self-assessment. This was again conducted in 2018, with the Chairman of the Supervisory Board holding individual dialogs with each Supervisory Board member using a structured questionnaire. Topics centered in particular on Supervisory Board meeting agendas; cooperation with the Board of Executive Directors; information supply of the Supervisory Board; the composition and work of the committees, and cooperation between shareholder and employee representatives. The Supervisory Board does not see any need for external support of its self-assessment. The results of these individual meetings were presented and thoroughly discussed at the Super- visory Board meeting on December 13, 2018. Overall, its members rated the Super- visory Board's activity as efficient. An important aspect of good corporate governance is the independence of Supervi- sory Board members and their freedom from conflicts of interest. According to assessments of the Supervisory Board, 10 of its 12 members can be considered independent within the meaning of the German Corporate Governance Code and the additional criteria defined by the Supervisory Board for evaluating their independence. The criteria used for this evaluation can be found in the Corporate Governance Report on page 136. Two of the six shareholder representatives on the Supervisory Board have been members of the Supervisory Board for more than 15 years and are no longer considered independent due to this long period of Supervisory Board member- ship. Beyond this limitation, the Supervisory Board does not see any indications that the Supervisory Board role is not performed completely independently, including for these Supervisory Board members. Both Supervisory Board members will not stand for reelection at the 2019 Annual Shareholders' Meeting and will retire from the Super- visory Board. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has business relations, we see no impairment of their independence. The scope of these businesses is relatively marginal and furthermore takes place under conditions similar to those of a third party. The Supervisory Board reviews the efficiency of its activities every year in the form of Independence and efficiency review The full Declaration of Conformity is rendered on page 166 and is available to shareholders on the company website at basf.com/en/corporate governance the financial statements are presented in the Auditor's Report, the content of which has been significantly expanded since the 2017 Financial Statements. The Auditor's Report is rendered from page 170 onward. For more information on the auditor, see the Corporate Governance Report on page 139 Beyond the statutory audit of the Financial Statements, KPMG also conducted, on behalf of the Supervisory Board, a substantive audit with limited assurance of the Nonfinancial Statements (NFSs) for BASF SE and the BASF Group, which are integral parts of the respective management's reports. On the basis of its audit, KPMG did not raise any objections to the nonfinancial reporting and the satisfaction of the relevant statutory requirements. 1 To Our Shareholders About This Report 165 BASF Report 2018 Chairman of the Supervisory Board Jürgen Hambrecht Janzen Haunbreaks 170 Ludwigshafen, February 21, 2019 The Supervisory Board's term of office ends on conclusion of the 2019 Annual Share- holders' Meeting. At its meeting on December 13, 2018, the Supervisory Board resolved on candidate proposals for the election of the six shareholder representatives based on the recommendation of the Nomination Committee. According to the Supervisory Board's assessment, these meet the competence profile developed by the Supervisory Board and the objectives for its composition in full. The six employee representative were already elected by the BASF Works Council Europe on Novem- ber 21, 2018, in accordance with the Employee Participation Agreement. For more information on changes within the Supervisory Board, see the Corporate Governance Report on page 136 Employee representatives Ralf-Gerd Bastian and Francesco Grioli retired from the Supervisory Board on conclusion of the Annual Shareholders' Meeting on May 4, 2018. The Supervisory Board expresses its very sincere thanks to Ralf-Gerd Bastian and Francesco Grioli for their services to the Supervisory Board. They were succeeded by Tatjana Diether and Roland Strasser, who joined the Supervisory Board as the alternate members appointed by the BASF Works Council Europe on December 4, 2013, in accordance with the Employee Participation Agreement dated November 15, 2007. Composition of the Supervisory Board Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.20 per share. The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 20, 2019, including the reports prepared by the auditor and the key audit matters specified in the Auditor's Report, and discussed them in detail with the auditor. The chairman gave a detailed account of the preliminary review at the Supervisory Board meeting on February 21, 2019. On this basis, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2018, the proposal by the Board of Executive Directors for the appropriation of profit, and the Consolidated Financial Statements and Management's Report for 2018. The results of the preliminary review by the Audit Committee and the results of the Supervisory Board's own examination fully concur with those of the audit. The Super- visory Board sees no grounds for objection to the management and submitted reports At its accounts meeting on February 21, 2019, the Supervisory Board approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2018 Financial Statements final. The Supervisory Board concurs with the proposal of the Board of The auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 20, 2019, as well as the accounts meeting of the Supervisory Board on February 21, 2019, and reported on the procedure and material findings of its audit, including the key audit matters described in the Auditor's Report. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Supervisory Board. The assurance report issued by KPMG on the substantive audit of the NFS can be found at basf.com/nfs-audit-2018 Thanks About This Report BASF Report 2018 170 The underlying approach used to identify and measure the assets acquired and liabilities assumed is appropriate and consistent with the applicable accounting principles. For information on the accounting principles applied and on BASF's oil and gas price scenario, please refer to Note 1.4 to the Consoli- dated Financial Statements on pages 200 and 201. Information on the discontinued oil and gas business can be found in Note 2.5 to the Consolidated Financial Statements from page 209 onward. Financial statement risk On September 27, 2018, BASF and LetterOne signed an agreement on the merger of their oil and gas activities. BASF's oil and gas activities represent a separate, material business area of BASF and were accounted for as the Oil & Gas segment until signing of the agreement. BASF will hold a majority share in the newly created company, which will operate under the name Wintershall Dea. BASF will lose control over the oil and gas activities as a result of the agree- ments signed by the shareholders on the management of the newly created company, and therefore classified these activities as a dis- continued operation. Prerequisites for the classification and thus the presentation of the oil and gas activities as a discontinued operation in accordance with IFRS 5 include the loss of control over these activities. To assess this, the future management structure of Wintershall Dea must be analyzed using the criteria of IFRS 10 (concept of control); this analysis is complex. Properly accounting for the assets and liabilities allocated to the discontinued operation, including their subsequent measurement and the corresponding explanatory disclosures in the Notes to the Consolidated Financial Statements, are just as complex. There is a risk for the Consolidated Financial Statements that the prerequisites for classification as a discontinued operation are not met, and thus that its presentation as a discontinued operation in the Consolidated Financial Statements of the BASF Group is not correct. In addition, there is a risk that the assets and liabilities allocated to the discontinued operation are not recognized and measured properly, and that the corresponding disclosures in the Notes to the Consolidated Financial Statements are not complete and appropriate. Furthermore, the accounting figures for the discontinued operation must be tested for potential impairment on initial classification. A key factor in the recoverability of the assets of the oil and gas business, including the goodwill allocated to the Exploration & Production cash-generating unit, is BASF's oil and gas price projections. The oil and gas price projections underlying the calculation are based on an internal estimation process. It is difficult to forecast future price trends given the high volatility of oil and gas prices. The variety of assumptions underlying the estimation process are subject to significant judgment. This gives rise to the risk that the oil and gas price projections are not within an appropriate range and that the assets of the oil and gas business, including the goodwill allocated to the Exploration & Production cash-generating unit, were not measured properly on initial classification as a discontinued operation. There is also a risk that estimation uncertainties have not been sufficiently disclosed in the Notes to the Consolidated Financial Statements. BASF Report 2018 172 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Our observations In addition, we satisfied ourselves of the correct presentation of the acquisition in the Consolidated Financial Statements of BASF SE. In doing so, we also assessed whether the disclosures on the acquisition contained in the Notes to the Consolidated Financial Statements are complete and appropriate. In order to assess the accuracy of the measurement of the identifiable assets and liabilities, we reproduced selected calcula- tions taking into account risk-based considerations. The key assumptions and parameters underlying purchase price allocation are reasonable and the presentation of the acquisition in the Notes to the Consolidated Financial Statements is complete and appropriate. There is a risk for the Consolidated Financial Statements that the assets acquired and liabilities assumed have not been identified in full, or have not been measured correctly. In addition, there is a risk that the disclosures on the acquisition in the Notes to the Consolidated Financial statements are not complete and appropri- ate. Our audit approach We consulted our valuation specialists in order to assess the appropriateness of the identification and measurement approach, as well as the key assumptions used here, among other things. To start with, we spoke with members of the Board of Executive Directors and other BASF employees and assessed the relevant agreements to gain an understanding of the transaction. We compared the total purchase price with the underlying purchase agreement and the records of payment. In addition, we assessed the competence, abilities and objectivity of the independent expert engaged by BASF to identify and measure the identifiable assets and liabilities. We also evaluated whether the process used to identify the assets acquired and liabilities assumed meet the requirements of IFRS 3 based on our knowledge of BASF's business model. We assessed whether the assessment approaches used are consistent with the relevant accounting principles. BASF Report 2018 4 Consolidated Financial Statements Independent Auditor's Report 171 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Supplementary Information Oil and Gas Business 6 Overviews We discussed the projected development of sales and margins with the persons responsible for planning. In addition, we evaluated the consistency of the assumptions with external, industry-specific market assessments. We compared the licensing fees used in the measurement of intangible assets with reference values in relevant databases, taking into consideration the supplied profitability Accounting treatment of the oil and gas business analyses for the assets concerned. We evaluated the useful lives applied on the basis of discussions with the client's experts, taking into account any remaining patent terms and the underlying product life cycles. The useful lives of assets selected based on risk were checked for plausibility using existing reference assessments. Furthermore, we satisfied ourselves of the methodological appropri- ateness of the calculation and the appropriateness of the weighted cost of capital rates. To this end, we compared the assumptions and parameters underlying the cost of capital with our own assumptions and publicly available data. The audit team was supported by our company valuation specialists. About This Report businesses, the licensing fees used for measurements based on the relief from royalty method, the underlying useful lives of the identified assets and the cost of capital. 5 Supplementary Information Oil and Gas Business 6 Overviews We started by assessing whether the classification of the oil and gas business as a discontinued operation was performed in accordance with IFRS 5. In addition, we satisfied ourselves that BASF loses control over its oil and gas activities as a result of the agreements signed by the shareholders on the management of the newly created company. To this end, we evaluated the agreements concluded in connection with the merger on the management structure and spoke with members of the Board of Executive Directors and other BASF employees. Furthermore, we evaluated whether the assets and liabilities allocated to the discontinued operation were recognized and measured properly, and assessed whether the explanations on the discontinued operation in the Notes to the Consolidated Financial Statements are complete and appropriate. 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Supplementary Information Oil and Gas Business 6 Overviews Responsibilities of the Board of Executive Directors and the Supervisory Board for the Consolidated Financial State- ments and the Group Management Report Board of Executive Directors is responsible for the preparation of the Consolidated Financial Statements that comply, in all material respects, with IFRSS as adopted by the EU, the additional require- ments of German commercial law pursuant to Section 315e (1) HGB and full IFRS and that the Consolidated Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the O Group. In addition, the Board of Executive Directors is responsible for such internal control as they have determined necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Consolidated Financial Statements, the Board of Executive Directors is responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, the Board of Executive Directors is responsible for the preparation of the Group Management Report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the Consolidated Financial Statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Board of Executive Directors is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Group Management Report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Group Management Report. The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and of the Group Management Report. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management Report as a whole provides an appropriate view of the Group's position and, in all material respects, is consis- tent with the Consolidated Financial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the Consolidated Financial Statements and on the Group Management Report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements and this Group Management Report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the Consolidated Financial Statements and of the Group Management Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, mis- representations, or the override of internal control. _ About This Report 173 BASF Report 2018 In accordance with our engagement, we performed a separate review of the nonfinancial statement. For the type, scope and results of this review, please refer to our audit report dated, February 20, 2019. In addition, in order to assess its suitability as a basis for calculation, we had the company explain to us how the oil and gas price scenario was determined. Our audit procedures included, among others, an assessment of the completeness and balance of the assumptions used in the estimation process. We critically examined the assump- tions for the macroeconomic parameters, such as the development of demand for oil and gas, fiscal considerations of important crude oil and gas-producing countries, rising marginal production costs, as well as producers' investment behavior, and assessed whether these were appropriately reflected in BASF's oil and gas price scenario. Finally, we compared BASF's oil and gas price scenario with the published forecasts of industry associations, analysts, international institutions and other market participants. We satisfied ourselves of the suitability of the estimation process and the resulting forecasts for accounting purposes by comparing BASF's oil and gas price projections in the past ten years with the actual average annual prices. The explanations in the Notes to the Consolidated Financial Statements on the oil and gas price scenario assumed by BASF as a significant source of estimation uncertainties are sufficiently detailed and appropriate. We also analyzed, on the basis of alternative scenarios prepared by Other Information BASF, the effects of a variation in the oil and gas price scenario on the impairment test on initial classification of the discontinued operation. We satisfied ourselves of the appropriateness of the assumptions underlying the alternative scenarios. Furthermore, we assessed whether the disclosures in the Notes to the Consolidated Financial Statements on BASF's oil and gas price scenario and estimation uncertainties related to the scenario are sufficient and appropriate. Our observations The classification of the oil and gas business as a discontinued operation is appropriate and consistent with IFRS 5. The assets and liabilities allocated to the discontinued operation are recognized and measured properly, and the related explanations in the Notes to the Consolidated Financial Statements are complete and appropriate. Our audit approach Overall, the assumptions about oil and gas prices made by the Board of Executive Directors underlying the impairment test on initial classification of the discontinued operation are appropriate. The estimates and assumptions made in the preparation of the com- pany's internal forecasts are sufficiently documented and justified. Overall, BASF's oil and gas price forecasts therefore represent a reasonable basis for calculation. - the unaudited part of the Group Management Report described in section "Opinions", and the remaining parts of the BASF Report 2018, with the exception of the audited Consolidated Financial Statements and Group Management Report and our auditor's report. Our opinions on the Consolidated Financial Statements and on the Group Management Report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information - is materially inconsistent with the Consolidated Financial Statements, with the Group Management Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. The Board of Executive Directors is responsible for the other information. The other information comprises: - Identifying and measuring the assets acquired and liabilities assumed is complex and is based on discretionary assumptions by the Board of Executive Directors. The key assumptions are the projected development of sales and margins in the acquired On August 1, 2018, BASF SE acquired significant parts of the seed and non-selective herbicide business as well as assets of Bayer AG. An additional acquisition of the global vegetable seeds business followed on August 16, 2018. The total purchase price was €7,421 million. Taking into account the net assets acquired in the amount of €6,168 million, goodwill of €1,253 million arose. BASF Group Statement of Income and Expense Recognized in Equity 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Statement of Income and Expense Recognized in Equity 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 176 (0.01) 6.61 6.61 5.11 [5] (0.01) (0.01) Statement of comprehensive income¹ Million € Income after taxes Remeasurement of defined benefit plans² of BASF SE BASF Group 4,979 Shareholders 2018 4 For more information, see Note 27, "Supplementary information on financial instruments," from page 251 onward 3 FVOCI: fair value through other comprehensive income 2 For more information, see Note 22, "Provisions for pensions and similar obligations," from page 240 onward [5] 1 For more information on other comprehensive income, see Note 20 on page 239 Other comprehensive income after taxes Reclassifiable gains/losses after taxes from equity-accounted investments Reclassifiable gains/losses Deferred taxes on reclassifiable gains/losses Reclassification of realized gains/losses recognized in the statement of income Fair value changes in derivatives designated as cash flow hedges, net Unrealized gains/losses from currency translation Unrealized gains/losses from fair value changes in securities measured at FVOCI³ Reclassification of realized gains/losses recognized in the statement of income Fair value changes in securities measured at FVOCI,³ net4 Unrealized gains/losses in connection with cash flow hedges Nonreclassifiable gains/losses after taxes from equity-accounted investments Nonreclassifiable gains/losses Deferred taxes on nonreclassifiable gains/losses Comprehensive income The identifiable assets acquired and liabilities assumed are recognized at fair value on the date of acquisition in accordance with IFRS 3. BASF consulted an external expert on the identification and measurement of the identifiable assets acquired and liabilities assumed. 6.62 5.12 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Supplementary Information Oil and Gas Business 6 Overviews light of volatile raw materials prices and an instable macroeconomic environment. Deviations from the key assumptions, which the Board of Executive Directors considers reasonably possible, would lead to an impairment at the above unit. There is the risk for the financial statements that impairment has not been identified. In addition, there is also a risk that the Notes to the Consolidated Financial Statements do not contain the required disclosures on the key assumptions and sensitivities for this unit. Our audit approach parameters underlying the weighted cost of capital rates and compared these with the assumptions and parameters used. The audit team was supported by our company valuation specialists. Finally, we assessed the completeness of the disclosures on the key assumptions and the sensitivities. Our observations The assumptions underlying the calculations of the Board of Executive Directors are balanced overall. The disclosures in the Notes on the key assumptions and the sensitivities are complete. For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 200. Information on the acquisition can be found in Note 2.4 to the Consolidated Financial Statements from page 205 onward. Financial statement risk We examined the forecast for future cash inflows in the detailed planning period, in particular with respect to whether the expected development of the relevant sales markets were given appropriate Acquisition of agricultural solutions businesses from Bayer consideration and are consistent with the current budget adopted by the Board of Executive Directors and the Supervisory Board. We compared internal growth forecasts with industry expectations and those of significant competitors. We reviewed whether the assump- tions in the budget adopted by the Board of Executive Directors and the Supervisory Board about the future development of margins and the amount of investments are appropriate, focusing on the unit for which the Board of Executive Directors considered deviations from the key assumptions to be reasonably possible and where these deviations would lead to the carrying amount of the unit exceeding its recoverable amount. Our review of the appropriateness of the budget adopted by the Board of Executive Directors and the Supervisory Board also included a comparison of planning in past business years with the results actually achieved. For selected units, we examined whether reasons for not reaching planned values in the past were given appropriate consideration in current planning, to the extent that this was relevant. We assessed the appropriateness of the assumed growth rate for the period following the detailed planning period on the basis of industry and macroeconomic studies. We satisfied ourselves of the methodological appropriateness of the calculation and the appropriateness of the weighted cost of capital rates. To this end, we calculated our own expected values for the assumptions and About This Report 829 760 4,979 [5] 0.78 0.83 [5] 5.84 4.29 [5] 6.62 6,078 4,707 (274) (274) (272) [12] 6,352 6,352 6,078 _ 180 BASF Report 2018 1,569 1,815 [7] (1,888) (1,843) (2,028) [6] (1,412) (1,330) (1,426) [6] (8,262) (8,182) (8,588) [6] 1,916 [8] (2,365) (2,582) (42) (60) (57) (78) 31 27 36 20,546 8,522 6,033 [4] 571 323 269 [9] (2,949) 7,587 (30) 19,632 (43,929) Income after taxes from discontinued operations Income after taxes from continuing operations Income taxes Income before income taxes Financial result Other financial result Other financial expenses Other financial income Interest result Interest expenses Interest income Net income from shareholdings Income from other shareholdings Expenses from other shareholdings Income from operations Income from companies accounted for using the equity method Income after taxes Noncontrolling interests. Net income Earnings per share from continuing operations (€) (41,591) (44,319) [6] 2017 previous 64,475 61,223 62,675 [1], [4] 18,356 2017 restated¹ Explanations in Note BASF Report 2018 1 Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see Note 1.4 from page 192 onward Diluted earnings per share (€) Dilution effect (€) Earnings per share (€) Earnings per share from discontinued operations (€) 2018 174 177 (29) 226 KPMG AG Wirtschaftsprüfungsgesellschaft [Original German version signed by:] Sailer Wirtschaftsprüfer [German Public Auditor] Bock Wirtschaftsprüfer [German Public Auditor] BASF Report 2018 175 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Statement of Income Frankfurt am Main, February 20, 2019 The German Public Auditor responsible for the engagement is Alexander Bock. We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). German Public Auditor Responsible for the Engagement We were elected as group auditor by the annual general meeting on May 4, 2018. We were engaged by the Chairwoman of the audit committee on July 23, 2018. We have been the group auditor of BASF SE without interruption since the financial year 2006. 174 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Supplementary Information Oil and Gas Business 6 Overviews 6 Overviews Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS. Obtain sufficient appropriate audit evidence regarding the finan- cial information of the entities or business activities within the Group to express opinions on the Consolidated Financial Statements and on the Group Management Report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions. Evaluate the consistency of the Group Management Report with the Consolidated Financial Statements, its conformity with law, and the view of the Group's position it provides. Perform audit procedures on the prospective information presented by the Board of Executive Directors in the Group Management Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Board of Executive Directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards. From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. Other Legal and Regulatory Requirements Further Information pursuant to Article 10 of the EU Audit Regulation - Statement of Income BASF Group Statement of income [10] (359) (360) (337) (429) (399) (369) (745) 70 32 (334) (315) (366) (560) (492) (540) 39 4,707 (705) 5,288 Million € Sales revenue Cost of sales Gross profit on sales Selling expenses General administrative expenses Research and development expenses (722) [2] 4,150 (1,448) (1,290) (1,138) [11] 7,800 6,882 5,592 Obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures (systems) relevant to the audit of the Group Manage- ment Report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. Evaluate the appropriateness of accounting policies used by the Board of Executive Directors and the reasonableness of estimates made by the Board of Executive Directors and related disclosures. Conclude on the appropriateness of the Board of Executive Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the Consolidated Financial Statements and in the Group Management Report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. (977) 235 Total assets 31,145 43,221 14,607 6,495 2,300 [1] [2] 52 344 3,494 3,139 [18] 10,801 10,665 [18] 86,556 78,768 1 As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under the item other receivables and miscellaneous assets. The 2017 figures have been restated accordingly. For more information, see Note 18 from page 235 onward 2 For a reconciliation of the amounts in the statement of cash flows with the balance sheet item cash and cash equivalents, see page 181. BASF Report 2018 Equity attributable to shareholders of BASF SE Other comprehensive income Retained earnings Capital reserves Subscribed capital Million € Equity and liabilities 10,303 Balance Sheet 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 179 6 Overviews Noncontrolling interests 12,166 Current assets 25,258 20,780 [15] 13,594 16,554 [14] December 31, 2017 December 31, 2018 Explanations in Note Noncurrent assets Other receivables and miscellaneous assets Deferred tax assets Other financial assets Investments accounted for using the equity method Property, plant and equipment [16] 2,203 4,715 [16] Assets of disposal groups Cash and cash equivalents² Marketable securities Other receivables and miscellaneous assets¹ Accounts receivable, trade¹ Inventories 47,623 [17] 43,335 886 [18] 2,118 2,342 [11] 606 570 1,332 Intangible assets Equity Other provisions 5,122 29,132 Other operating income 27,118 1,095 705 [24] 15,535 15,332 [24] 2,731 1,787 [11] 3,478 1,860 4,971 NNN [23] 3,252 78,768 86,556 14,880 23,329 5,753 [2] 3,064 [23] 2,998 2,497 5,509 [24] 1,119 695 [11] 3,229 [24] Provisions for pensions and similar obligations 6,293 [22] December 31, 2017 December 31, 2018 Explanations in Note Total equity and liabilities Current liabilities Liabilities of disposal groups Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade Noncurrent liabilities Other liabilities Financial indebtedness Deferred tax liabilities [19] 1,176 1,176 [19] BASF Report 2018 34,756 36,109 919 1,055 [21] 33,837 7,434 35,054 (5,939) [20] 34,826 36,699 [19] 3,117 3,118 (5,282) Million € Assets BASF Group 159 (126) (126) (20) (20) 12 12 9 9 (87) (1,964) (2,051) 22 172 194 137 22 (2,108) (2,021) About This Report 177 BASF Report 2018 187 4,810 4,997 294 51 4,099 (87) (1,268) (1,355) 22 (608) (586) (87) 4,393 1 To Our Shareholders 51 (25) 1,064 1,064 Noncontrolling interests 6,078 6,352 272 Shareholders of BASF SE BASF Group 2017 1 (745) (745) (3) (3) 235 (320) (320) 9 9 99 99 (48) (48) (48) (48) 23 (25) 23 6 1 1 274 Noncontrolling interests 753 753 6 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Statement of Income and Expense Recognized in Equity (960) 68 8 (2,109) 1,073 (4,014) (149) 32 1,476 (5,373) Deferred taxes Changes As of January 1, 2017 (5,939) (113) (320) 28 (1) (15) Balance Sheet 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Balance Sheet 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 5 178 (5,282) (96) 39 (605) (4,620) As of December 31, 2017 (308) BASF Report 2018 (466) (5,365) As of December 31, 2018 (5,282) (96) 39 (605) (4,620) IFRS 9 transition effect As of December 31, 2017 (35) Total income and expense recognized in equity Measurement of securities at fair value Unrealized gains/losses from currency translation Remeasurement of defined benefit plans Other comprehensive income Million € Development of income and expense recognized in equity attributable to shareholders of BASF SE 6 Overviews Cash flow hedges (977) (14) As of January 1, 2018 244 11 (2) 235 Deferred taxes (852) (14) (49) 1 (980) Changes (5,331) (110) 4 (605) (4,620) 141 Other operating expenses Securities IAS 12 was amended to the extent that all income tax effects of dividend payments must be considered in the same way as the income on which the dividends are based. (174)³ 4,707 4,707 272 4,979 (608) (608) 22 For more information on leases, see Note 28 from page 259 onward Amendments to IFRS 9 - Financial Assets with a Prepay- ment Feature with Negative Compensation The amendments pertain to the relevant criteria for the classification of financial assets. Financial assets with a prepayment feature with negative compensation may be recognized under certain conditions at amortized cost or at fair value through other comprehensive income instead of at fair value through profit and loss. The amend- ments are effective as of January 1, 2019. They are not expected to have any material effect on BASF. IFRIC 23 - Uncertainty over Income Tax Treatments IFRIC 23 expands on the requirements in IAS 12 on how to account for uncertainties surrounding the income tax treatment of circum- stances and transactions with respect to both actual and deferred taxes. The interpretation is effective for reporting periods beginning on or after January 1, 2019. The amendments have no material effect on BASF. Amendments to IAS 28 - Long-Term Interests in Associates and Joint Ventures On October 12, 2017, the IASB published amendments to IAS 28 on long-term interests in associated companies and joint ventures. These amendments clarify that IFRS 9 is to be applied to long-term interests in associated companies or joint ventures that are not accounted for using the equity method. The amendments were adopted as E.U. legislation in the first quarter of 2019 and must be applied as of January 1, 2019. The effects are explained under IFRS 9 - Financial Instruments in this Note. BASF Report 2018 189 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes IFRSS and IFRICS not yet to be considered and not yet endorsed by the E.U. The IASB issued further amendments to standards and interpreta- tions whose application is not yet mandatory and is still subject to E.U. endorsement. These amendments are unlikely to have a mate- rial impact on the reporting of BASF. BASF does not plan on early adoption of these amendments. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and an associated company or Joint Venture The IASB issued amendments to IFRS 10 and IAS 28 on Septem- ber 11, 2014. The amendments address a known inconsistency between the requirements of IFRS 10 and IAS 28 (2011) in the case of the sale of an asset to an associated company or a joint venture or the contribution of an asset to an associated company or a joint venture. (2,847) (2,847) 34,726 917 Subscribed capital Capital reserves 918,478,694 1,176 3,117 Retained earnings 34,826 comprehensive income² Other Equity attributable to shareholders of BASF SE Noncontrolling interests Equity IASB has postponed the effective date of the changes indefinitely. (5,282) 919 34,756 21 (49) (28) (2) (30) 918,478,694 1,176 3,117 34,847 (5,331) 33,809 33,837 Number of shares outstanding Annual Improvements to IFRSS (2015-2017) In IFRS 3, it was clarified that when a party to a joint arrangement obtains control of a business that is a joint operation and had rights to the assets and obligations for the liabilities relating to that joint operation immediately before the acquisition date, the transaction is a business combination achieved in stages. The acquirer shall there- fore apply the requirements for a business combination achieved in stages, including remeasuring its previously held interest in the joint operation. IFRIC 22 addresses an application question for IAS 21 - The Effects of Changes in Foreign Exchange Rates. It clarifies the point in time for determining the exchange rate used to translate foreign currency transactions containing advance payments that have been made or received. The underlying asset, income or expense is translated using the relevant exchange rate on the date on which the asset or liability resulting from the prepayment was first recognized. The amendments have no material effect on BASF. Amendments to IFRIC 22 - Foreign Currency Transactions and Advance Consideration The amendments address a number of individual issues pertaining to the accounting of cash-settled share-based payment trans- actions. The amendments relate to the calculation of fair value of obligations arising from share-based payment transactions. Other requirements concern the effects of withholding tax obligations on the classification of compensation programs, as well as the presen- tation of option rights with respect to the type of compensation to be received or granted (cash or equity settlement). The amendments are to be applied to compensation granted or changed in fiscal years beginning on or after January 1, 2018. The amendments have no effect on BASF. Amendments to IFRS 2 - Classification and Measurement of Share-Based Payment Transactions In IAS 28, it was clarified that the option to measure an investment in an associated company or a joint venture held by an entity that is a venture capital organization or other qualifying entity, can be exercised on an investment-by-investment basis. The short-term exemptions in IFRS 1, Appendix E (IFRS 1.E3-E7) for first-time IFRS users were deleted. The amendments are not expected to have any material effect on BASF. Annual Improvements to IFRSS (2014-2016) Sales revenue for the 2018 fiscal year includes €135 million from performance obligations fulfilled in prior periods in connection with sales and usage-based licenses. BASF applied IFRS 15 as of January 1, 2018, using the modified retrospective method. As a result, comparative information for 2017 was not restated. In accordance with IFRS 15.C7, only contracts that had not yet been completed as of the date of initial application were transitioned to the new standard. Contract modifi- cations arising before initial application (IFRS 15.C7 A(b)) did not I have to be accounted for. Control can be transferred at a certain point in time or over a period of time. The performance obligations arising from contracts with BASF's customers are almost always satisfied at a point in time. In individual cases, in particular for licensing agreements, they are satisfied over a period of time. Step 5: Recognize revenue when the performance obligation is satisfied - Step 4: Allocate the transaction price to the performance obliga- Sales revenue of €62 million, that was included in contract liabilities tions as of January 1, 2018, was recognized in 2018. The main effect of initial application of the new standard was a change in presentation within "other liabilities." Deferred sales revenue of €204 million from licenses and long-term contracts with customers that was previously presented as deferred income was reclassified to contract liabilities. The adoption of the new standard did not lead to any changes in retained earnings. As part of the adoption of the new standard, the items "contract assets" and "contract liabilities" were added to the balance sheet. A contract liability is BASF's obligation to transfer goods or services to a customer, for which BASF has already received consideration from the customer. There were no contract assets at any point in time during 2018. - Step 3: Determine the transaction price - Step 2: Identify performance obligations contained in the con- tracts Step 1: Identify contracts with customers - - According to IFRS 15, sales revenue is measured at the amount the entity expects to recognize in exchange for goods and services when control of the agreed goods or services and the benefits obtainable from them are transferred to the customer. The standard provides the following five-step process for revenue recognition: IFRS 15 - Revenues from Contracts with Customers IFRS 15 - Revenues from Contracts with Customers was endorsed by the European Union in the third quarter of 2016 and applied by BASF for the first time as of January 1, 2018. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report ASCG Interpretation 4 (IFRS) – Accounting for Interest and Penalties Related to Income Taxes under IFRSS The interpretation addresses the accounting for interest and penalties related to taxes within the meaning of section 3(4) of the Fiscal Code of Germany (AO) that relate to current income taxes within the meaning of IAS 12.5 in financial statements presented in accordance to IFRS as recognized by the European Union. It prescribes the application of IAS 37 to interest and penalties related to taxes within the meaning of section 3(4) AO and the implications for the recognition, measurement and presentation of interest and penalties related to taxes. At BASF, interest income/expense related to income taxes in accordance with IAS 12.5 and tax penalties were BASF Report 2018 188 In IFRS 11, it was clarified that when an entity obtains joint control of a business that is a joint operation and had rights to the assets and obligations for the liabilities relating to that joint operation immedi- ately before the acquisition date, the previously held interest in that business is not to be remeasured. 190 BASF Report 2018 The amendments issued on October 22, 2018, clarify that a business is a set of activities and assets with at least one input and one substantive process that together significantly contribute to the ability to create outputs. Outputs are defined as the provision of goods and services to customers. The reference to cost reduction was removed. In addition, the new provisions also contain an optional concentration test designed to simplify identification of a business. Subject to adoption by E.U. legislation, the modified definition is to be applied to business combinations with an acquisition date on or after January 1, 2020. Amendments to IFRS 3 - Business Combinations The amendments update references to and quotes from the Conceptual Framework. The amendments are - subject to E.U. endorsement - to be applied for the first time in the reporting period beginning on or after January 1, 2020. Amendments to References to the Conceptual Framework in IFRS Standards The revised Conceptual Framework issued on March 29, 2018, replaces the previous Conceptual Framework from 2010. The main changes primarily relate to the definition, recognition and measurement of assets and liabilities, as well as the differentiation between income and expense and other comprehensive income. Subject to adoption by E.U. legislation, amendments are effective as of January 1, 2020. Conceptual Framework The amendments relate to the measurement of pension obligations based on updated assumptions if plan amendment, curtailment or settlement occurs. After such an event, the past service cost as well as any gains or losses on the basis of current actuarial assumptions and a comparison of the resulting pension benefits must be calculated before and after the change. The periods before and after the plan amendment, curtailment or settlement are treated separately in subsequent measurement. The amendments are - subject to E.U. endorsement - to be applied for the first time in the reporting period beginning on or after January 1, 2019. Improvements to IAS 19 - Plan Amendment, Curtailment or Settlement The amendments are - subject to E.U. endorsement - to be applied for the first time in the reporting period beginning on or after January 1, 2019. BASF introduced a new software program to manage and measure leases, in which the relevant leases were documented. The following statements on the effects of IFRS 16 are based on a simulation conducted on December 31, 2018, using the data available. Four IFRSS were amended in the Annual Improvements to IFRSS (2015-2017). - BASF has largely completed its analysis of the effects on the Consolidated Financial Statements and intends to exercise the exemption for lease agreements with a term of up to 12 months and low-value assets. Lease agreements that are already in place as of December 31, 2018, will not be re-assessed. The IASB published the new standard on leases, IFRS 16, on Janu- ary 13, 2016. The rules and definitions of IFRS 16 will supersede the content of IAS 17, IFRIC 4, SIC-15 and SIC-27. The standard requires an accounting model for a lessee that recognizes all right- of-use assets and liabilities from lease agreements in the balance sheet, unless the term is twelve months or less or the underlying asset is of low value. As for the lessor, the new standard substan- tially carries forward the accounting requirements of IAS 17 - Leases. This means that lessors will continue to classify leases as either finance or operating leases. The European Union endorsed the new standard on October 31, 2017. IFRS 16 must be applied for reporting periods beginning on or after January 1, 2019. IFRS 16 - Leases The effects on the BASF Group financial statements of the IFRSS and IFRICS not yet in force but already endorsed by the European Union in 2018 were reviewed and are explained below. IFRSS and IFRICS not yet to be considered but already endorsed by the E.U. therefore no longer reported under tax income/ expense for the first time in 2018; rather, these were shown under other financial result or other operating expenses. The change in presentation represents a change in accounting policy within the meaning of IAS 8. As the effects were not material, the prior-year figures were not restated in accordance with IAS 8. The interpretation is effective for the first time for reporting periods beginning on or after January 1, 2018. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report BASF will generally apply a threshold of €5,000 when identifying leases to be capitalized. However, in the future, a significant number of lease agreements that today represent operating leases will be reported in the balance sheet as right-of-use assets with the corresponding lease liabilities. As of the date of initial application of the new standard (January 1, 2019), BASF will measure - in accor- dance with the modified retrospective method lease liabilities arising from operating leases with a remaining term of more than 12 months at the present value of the remaining lease payments, taking into account current incremental borrowing rates. The right-of-use asset will be recognized at the same amount as the lease liability. Existing finance leases will not be affected. BASF Report 2018 4 Granting of BASF shares under BASF's "plus" share program 2 Details are provided in the Statement of Income and Expense Recognized in Equity on page 177. shareholders of BASF SE noncontrolling interests Cash flows from financing activities Net changes in cash and cash equivalents 2018 2017 4,707 6,078 3,750 4,213 (1,249) (915) (394) (870) 1,113 618 78 (227) (66) (112) 7,939 8,785 (3,894) (3,996) (1,210) (748) (7,362) (150) To Dividends paid Repayment of financial and similar liabilities. Additions to financial and similar liabilities Finally, in IAS 23, it was determined that when entities borrow funds in general for the acquisition of qualifying assets that those costs for borrowed capital specifically for the acquisition of qualifying assets should not be considered in the determination of the financing rate until their completion. As well as increasing BASF's total assets by around €1.1 billion, the presentation of expenses associated with operating leases will change. For 2019, BASF anticipates a depreciation charge for right- of-use assets of around €250 million and interest expenses on lease liabilities of around €20 million. Moreover, the additional liability items are expected to reduce BASF's equity ratio by 0.5%. BASF will present the interest component in lease payments in cash flows from operating activities and the repayment portion in cash flows from financing activities. Lease payments under short-term agreements, agreements with low-value assets or variable payments will be presented in cash flows from operating activities. About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Cash Flows 5 Supplementary Information Oil and Gas Business 6 Overviews Statement of Cash Flows BASF Group Statement of cash flows¹ 107 Million € Depreciation and amortization of intangible assets and property, plant and equipment Changes in inventories Changes in receivables Changes in operating liabilities and other provisions Changes in pension provisions, defined benefit assets and other items Gains (-)/losses (+) from the disposal of noncurrent assets and securities Cash flows from operating activities Payments made for property, plant and equipment and intangible assets Payments made for financial assets and securities Payments made for acquisitions Payments received for divestitures Payments received from the disposal of noncurrent assets and securities Cash flows from investing activities Capital increases/repayments and other equity transactions Net income 3 Including profit and loss transfers 177 759 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Equity 5 Supplementary Information Oil and Gas Business 6 Overviews Statement of Equity BASF Group Statement of equity¹ Million € As of December 31, 2017 IFRS 9 transition effect As of January 1, 2018 Effects of acquisitions achieved in stages Dividends paid Income after taxes Changes to income and expense recognized directly in equity Changes in scope of consolidation and other changes As of December 31, 2018 As of January 1, 2017 Effects of acquisitions achieved in stages Dividends paid Income after taxes Changes to income and expense recognized directly in equity Changes in scope of consolidation and other changes As of December 31, 2017 1 For more information on the items relating to equity, see Notes 19 and 20 from page 238 onward About This Report 181 BASF Report 2018 1 More information on the statement of cash flows can be found in the Management's Report (Financial Position) from page 55 onward. Other information on cash flows can be found in Note 29 from page 261 onward. 2 From the third quarter of 2018 onward, cash and cash equivalents presented in the statement of cash flows deviate from the figure in the balance sheet, as cash and cash equivalents of the oil and gas business in the balance sheet have been reclassified to the disposal group. (11,804) (3,958) 3 19 6,355 8,572 (3,389) (5,324) (2,847) (2,755) (174) (118) (52) 555 394 5,221 (59) (110) 9 6,495 1,375 2,519 6,495 Changes in cash and cash equivalents From foreign exchange rates changes in the scope of consolidation Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year² (3,917) 187 (3,021) First-time adoption effects of IFRS 9 on equity 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 184 BASF Report 2018 At BASF, the definition of a business model for financial asset port- folios has implications for the accounting treatment of securities, which were allocated to the "available for sale" category under IAS 39 and, according to IFRS 9, do not have to be measured at fair value because of the cash flow condition. If these securities are managed with the intention of collecting the contractual cash flows, they are subsequently measured at amortized cost in line with the requirements of IFRS 9. If, however, these securities classified as "available for sale” are also managed with the intention of generating cash flows from their sale, they are subsequently measured at fair value; fair value changes are recognized in other comprehensive income. The introduction of the cash flow condition at BASF mainly resulted in the reclassification of securities that were allocated to the "avail- able for sale" category under IAS 39 and subsequently measured at fair value in the balance sheet, with fair value changes recognized in other comprehensive income. Provided the contractual cash flows resulting from these securities are not solely payments of principal and interest, they continue to be measured at fair value in the balance sheet; however, fair value changes are recognized directly in income after taxes. The cash flow condition also leads to minor changes to the subsequent measurement of other receivables that were measured at amortized cost under IAS 39. These are now measured at fair value in the balance sheet, provided the resulting cash flows are not solely payments of principal and interest. Changes to the fair value of these other receivables are recognized in profit or loss as income after taxes. The first-time adoption of IFRS 9 at BASF follows the modified retro- spective method, which means that prior-period information is not restated; this continues to be presented in accordance with IAS 39. IFRS 9 also contains new requirements for the application of hedge accounting to better present an entity's risk management activities, in particular with respect to the management of nonfinancial risks. Notes 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 183 BASF Report 2018 Unlike in IAS 39, under IFRS 9 impairments of financial assets that are not measured at fair value through profit or loss are not just recognized when there is objective evidence of impairment. Rather, impairment allowances are also to be recognized for expected credit losses. These are determined based on the credit risk of a financial asset, as well as any changes to this credit risk: If the credit risk of a financial asset has increased significantly since initial recog- nition, expected credit losses are generally recognized over the life- time of the asset. If, however, the credit risk has not increased significantly in this period, impairments are generally only recognized for the 12-month expected credit losses. By contrast, under a sim- plified approach, impairments for receivables such as lease receiv- ables and trade accounts receivable always cover the lifetime expected credit losses of the receivable concerned. The classification and measurement of financial assets in accor- dance with IFRS 9 is based on the one hand on the cash flow con- dition (the "solely payments of principle and interest" criterion), that is, the contractual cash flow characteristics of an individual financial asset. On the other hand, it also depends on the business model used for managing financial asset portfolios. IFRS 9 contains, in particular, new requirements for the classification and measurement of financial assets, fundamental changes regard- ing the accounting treatment of impairments of certain financial assets, and a revised approach to hedge accounting. IFRS 9 retains "amortized cost" and "fair value" as measurement bases for financial instruments and continues to differentiate between changes in fair value recognized through profit or loss and through other compre- hensive income. IFRS 9 · Financial Instruments was endorsed by the European Union in the fourth quarter of 2016 and applied by BASF for the first time as of January 1, 2018. IFRS 9 - Financial Instruments Accounting policies applied for the first time in 2018 1.2 Changes in accounting principles In its meeting on February 18, 2019, the Board of Executive Directors prepared the Consolidated Financial Statements, sub- mitted them to the Supervisory Board for review and approval, and released them for publication. 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes LaR 11,190 Accounts receivable, trade AC 11,162 Accounts receivable, trade (28) AC 29 Receivables from finance leases n/a 29 FVTPL 482 Shareholdings AfS The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. The accounting policies applied are largely the same as those used in 2017, with the exception of any changes arising from the application of new or revised accounting standards. 482 Shareholdings Measure- ment category¹ Carrying amount ment para- meters measure- Measure- Changes in Carrying ment measurement amount category¹ categories Changes in IFRS 9 as of January 1, 2018 Changes due to IAS 39 as of December 31, 2017 Million € At BASF, the recognition of impairments for expected credit losses mainly impacts the carrying amounts of trade accounts receivable. It also affects the carrying amounts of other receivables that repre- sent financial instruments. The table below presents the effects of the transition from IAS 39 to IFRS 9 on the carrying amounts as of December 31, 2017, by category of financial instruments: Reconciliation of carrying amounts of financial assets Receivables from finance leases The Consolidated Financial Statements are presented in euros. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. The Consolidated Financial Statements of BASF SE as of Decem- ber 31, 2018, have been prepared in accordance with the Inter- national Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), and section 315a (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2018 fiscal year, all of the binding IFRSS and pronouncements of the Inter- national Financial Reporting Interpretations Committee (IFRIC) were applied. BASF SE (registered at the district trade register, or Amtsgericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. 6,078 6,078 (2,873) (118)³ (2,755) (2,755) 32,568 761 31,807 (4,014) 31,515 3,130 1,176 274 918,478,694 1,055 35,054 (5,939) 36,699 3,118 1,176 918,478,694 11 18 (7) (8) 14 (586) 36,109 Accounts receivable, trade 6,352 (1,268) 1.1 General information 1 Summary of accounting policies Policies and Scope of Consolidation Notes Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 182 BASF Report 2018 (1,268) 34,756 33,837 (5,282) 34,826 3,117 1,176 918,478,694 64 89 (25) (12) (13)4 (30) (87) 919 FVTPL (1,355) 340 35 466 35 466 Impairments as of January 1, 2018 (under IFRS 9) Changes in measurement parameters Changes in measurement categories Changes due to 431 431 Cumulative impairments as of December 31, 2017 (under IAS 39) Total impairments for financial assets Loans and receivables Held to maturity Available for sale Million € Reconciliation of impairments for financial assets risks for certain countries and staggered impairments based on overdue status are no longer recognized under IFRS 9. The effects of the changes to the valuation allowance model on the impairments recognized in accordance with IAS 39 as of Decem- ber 31, 2017, are presented in the table below. These mainly relate to valuation allowances for financial assets that were allocated to the "loans and receivables" category under IAS 39. Impairments were increased due to the recognition of expected credit losses. A countereffect arose from the fact that impairments to reflect transfer terparty defaults, and the amount at risk. In the case of receivables from banks, the expected credit losses are primarily calculated on the basis of the probabilities of default derived from credit default swaps for the counterparty concerned. BASF calculates the expected credit losses of a financial asset as the probability-weighted present value of each expected cash short- fall. As a general rule, three key parameters are used here: the probability of default of the counterparty, the loss ratio if the coun- At BASF, the credit risk of a financial asset is assessed using both internal estimates, which are prepared as part of credit manage- ment, and external rating information on the respective counter- party. A significant increase in the counterparty's credit risk is assumed if its rating is lowered by a certain number of notches. The significance of the increase in credit risk is not reviewed for financial assets subject to the simplified approach. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report BASF Report 2018 186 About This Report 1 To Our Shareholders (5,331) Derivatives no hedge accounting (14) (35) (5,282) 34,845 25 (7) (28) 34,826 Deferred taxes for first-time adoption effects Transfers to/from retained earnings, other Other comprehensive income after taxes, including noncontrolling interests (prior to application of IFRS 9) Transfers to/from retained earnings, changes to measurement categories 1 To Our Shareholders Effects on other comprehensive income Deferred taxes for first-time adoption effects Retained earnings as of December 31, 2017 (prior to application of IFRS 9) Changes to valuation allowances for trade accounts receivable Changes to valuation allowances for other financial instruments Transfers to/from other comprehensive income Effects on retained earnings Million € First-time adoption effects of IFRS 9 on equity The table below shows the first-time adoption effects of IFRS 9 on retained earnings and other comprehensive income: Transition effects from the first-time adoption of IFRS 9 were recog- nized cumulatively in equity as of the date of initial application. Overall, after allowing for deferred taxes, the first-time adoption of IFRS 9 reduced equity by €30 million, primarily as a result of the increase in valuation allowances for trade accounts receivable. By contrast, the reclassification of components of income that were presented in other comprehensive income under IAS 39 to retained earnings did not have any effect on equity. BASF exercises the option to apply the hedge accounting require- ments of IFRS 9 only prospectively from January 1, 2018. This option cannot be applied to changes to the time value component of options if only its intrinsic value is designated as a hedging instrument in a hedge accounting relationship. In this case, IFRS 9 stipulates that changes to the fair value of the time value component during the term of the hedging relationship must be recognized in other comprehensive income, and that the amounts accumulated there must be released as an adjustment to the cost of the underlying item or directly in profit or loss. By contrast, under IAS 39, changes to the fair value of these time value components were recognized immediately in profit or loss. Notes 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Retained earnings as of January 1, 2018 (following application of IFRS 9) About This Report Other comprehensive income after taxes, including noncontrolling interests (following application of IFRS 9) LaR: Loans and Receivables AfS 175 Securities - AfS FVTOCI 33 Securities (1) (141) FVTPL Other receivables and miscellaneous assets 0 0 LaR 1,508 13 Other receivables and miscellaneous assets Other receivables and miscellaneous assets 1,502 (6) 0 72 Derivatives - hedge accounting n/a 72 FVTPL Derivatives no hedge accounting 340 185 Derivatives hedge accounting aFVTPL AC 0 FVTOCI AC FVTOCI: at Fair Value through Other Comprehensive Income BASF Report 2018 13 Securities (a)FVTPL: (at) Fair Value through Profit or Loss HtM: Held to Maturity AC: Amortized Cost 1 AfS: Available for Sale 20,257 Total financial assets 0 AC 6,495 Cash and cash equivalents 0 20,292 LaR 6,495 (35) Cash and cash equivalents 128 FVTPL Total financial assets AC Securities - HtM 1 Securities HtM Securities FVTOCI FVTPL 1 128 Securities 2 Management's Report 3 Corporate Governance Supplier management Page 115 (goals, measures, results) Page 23 (goals) 1 To Our Shareholders About This Report 17 BASF Report 2018 Pages 140-141 (goals, measures, results) Page 23 (goals) Anti-corruption and bribery matters Pages 90-91 (goals, measures, results) Pages 90-91 (goals, measures, results) Page 115 (goals, measures, results) Page 23 (goals) Page 39 (goals, measures, results) Page 40 (goals, measures, results) 4 Consolidated Financial Statements Pages 90-91 (goals, measures, results) Compliance 5 Supplementary Information Oil and Gas Business 6 Overviews Our divisions bear operational responsibility and are organized according to sectors or products. They manage our 54 global and regional business units and develop strategies for the 86 strategic business units.1 The BASF Group - Monomers Page 115 (goals, measures, results) - Petrochemicals Chemicals 1 BASF structure until December 31, 2018¹ Percentage of total sales in 2018 since January 1, 2019 New organization success and that of our customers worldwide Seven functional units and eight corporate units support the BASF Group's business activities. The functional and corporate units pro- vide services in areas such as finance, human resources, engineer- ing and site management, environmental protection, health and Our regional units are responsible for optimizing local infrastructure, and contribute to tapping our market potential. For financial report- ing purposes, we organize the regional divisions into four regions: Europe; North America; Asia Pacific; South America, Africa, Middle East. Protection to Agricultural Solutions after the acquisition of significant businesses from Bayer was closed in August 2018, especially for seeds. Until December 31, 2018, our 12 divisions¹ were grouped into four segments based on their business models: Chemicals, Performance Products, Functional Materials & Solutions and Agricultural Solutions. On September 27, 2018, BASF and LetterOne signed a definitive agreement to merge their oil and gas businesses in a joint venture. The new joint venture will operate under the name Wintershall DEA. Since the agreement was signed, we have no longer reported on BASF's oil and gas business as a separate Oil & Gas segment. Until closing, its earnings will be presented as a separate item, income after taxes from discontinued operations. Closing of the transaction is expected in the first half of 2019, subject to the approvals of merger control and foreign investment authorities as well as mining authorities and the German Federal Network Agency. In the Agricultural Solutions segment, we renamed the division from Crop ■ Regional divisions, functional units and corporate and research units support our business ■ Twelve divisions grouped into four segments Organization of the BASF Group until December 31, 2018 employees contribute to our In 90+ countries Production, technology, market, digitalization Intelligent Verbund concept At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protection and social responsibility. The approximately 122,000 employ- ees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Until December 31, 2018, our portfolio was arranged into four segments: Chemicals, Performance Prod- ucts, Functional Materials & Solutions and Agricultural Solu- tions. Since January 1, 2019, BASF's activities have been grouped into six segments: Chemicals, Materials, Industrial Solutions, Surface Technologies, Nutrition & Care and Agri- cultural Solutions. The BASF Group Page 112 (goals, measures, results) Page 113 (goals, measures, results) Pages 113-114 (goals, measures, results) Page 114 (goals, measures, results) Pages 95 and 97-98 (goals, measures, results) Pages 95 and 98-99 (goals, measures, results) Page 111 (goals, measures, results) Page 24 (goals) 5 Page 24 (goals) Pages 18-21 Concepts and results Portfolio management Management of waste and contaminated sites. Water Emissions to air Energy and climate protection Transportation and storage Product stewardship Emergency response and corporate security Process safety The BASF Group Topics Respect for human rights Social matters Employee-related matters Environmental matters Pages 95 and 100-101 (goals, measures, results) Pages 95 and 102 (goals, measures, results) Page 24 (goals) Pages 95 and 103-106 (goals, measures, results) Pages 95 and 107 (goals, measures, results) Pages 95 and 107 (goals, measures, results) Pages 95 and 98 (goals, measures, results) Page 24 (goals) Pages 95 and 96-97 (goals, measures, results) Page 24 (goals) Pages 90-91 (goals, measures, results) Page 23 (goals) Pages 37-38 (goals, measures, results) Page 24 (goals) Responsibility for human rights Global labor and social standards Supplier management Page 111 (goals, measures, results) Page 23 (goals) Social commitment Competition for talent Learning and development Compensation and benefits Inclusion of diversity What we expect from our leaders Employee engagement Health protection Occupational safety Supplier management Pages 95 and 108-109 (goals, measures, results) Page 24 (goals) Dialog with employee representatives Global labor and social standards Supplier management 4 18 - Intermediates 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report The BASF Group 1 To Our Shareholders About This Report 19 BASF Report 2018 For more information on the new segment structure as of January 1, 2019, see the Notes to the Consolidated Financial Statements from page 211 onward - In addition to the new segment structure, the composition of a number of divisions will also change. The propylene oxide and pro- pylene glycol business will be transferred from the Petrochemicals division to the Monomers division. The superabsorbents business will be allocated to the Petrochemicals division rather than the Care Chemicals division in the future. The styrene, polystyrene and styrene-based foams business, which previously mainly fell under the Performance Materials division and a small part under Other, will be bundled in the Petrochemicals division. The Agricultural Solutions segment aims to further strengthen our market position as an integrated provider of crop protection products and seeds. Its portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. We also offer farmers digital solutions combined with practical advice. Our main focus is on innovation-driven organic growth, targeted portfolio expansion as well as leveraging synergies from the acquired businesses. cosmetics, detergent and cleaner industries. We aim to enhance and broaden our product and technology portfolio. Our goal is to drive organic growth by focusing on emerging markets, new busi- ness models and sustainability trends in consumer markets, sup- ported by targeted acquisitions. In the Nutrition & Care segment, we strive to expand our position as a leading provider of nutrition and care ingredients for consumer products in the area of nutrition, home and personal care. Custom- ers include food and feed producers as well as the pharmaceutical, The Surface Technologies segment comprises our businesses that offer chemical solutions on and for surfaces. Its portfolio includes coatings, rust protection products, catalysts and battery materials for the automotive and chemical industries. The aim is to drive organic growth by leveraging our portfolio of technologies and know-how, and to establish BASF as a leading and innovative provider of battery materials as well. The Industrial Solutions segment develops and markets ingredi- ents and additives for industrial applications such as polymer dis- persions, pigments, resins, electronic materials, antioxidants and admixtures. We aim to drive organic growth in key industries such as automotive, plastics or electronics and expand our position in value-enhancing ingredients and solutions by leveraging our com- prehensive industry expertise and application know-how. The Materials segment's portfolio comprises advanced materials and their precursors for new applications and systems. These include isocyanates and polyamides as well as inorganic basic products and specialties for the plastics and plastics processing industries. We aim to grow organically through differentiation via specific technological expertise, industry know-how and customer proximity to maximize value in the isocyanate and polyamide value chains. The Chemicals segment will remain the cornerstone of our Verbund structure. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal accounts, our customers include the chemical and plastics industries. We aim to increase our competi- tiveness through technological leadership and operational excel- lence. BASF's new segment structure will allow a more differentiated steer- ing of our businesses according to their market-specific competitive environment. It will increase transparency regarding the results of our segments and divisions and highlight the importance of the Verbund and value chains to our business success. BASF aims to clearly position its businesses against their relevant competitors and establish a high-performance organization to enable BASF to be successful in an increasingly competitive market environment. Sites and Verbund We are considering the possibility of merging our construction chemicals business with a strong partner, as well as the option of divesting this business. The outcome of this review is open. The Construction Chemicals division will be reported under the Surface Technologies segment until signing of a transaction agreement. ■ Six Verbund sites with intelligent plant networking ■ 355 additional production sites worldwide was originally established and continuously optimized before being implemented at additional sites. Business model 20 20 Nanjing Hong Kong Kuantan BASF Report 2018 São Paulo Geismar Florham Ludwigshafen Park Antwerp Freeport development sites Selected research and Verbund sites Selected sites Regional centers BASF sites We also make use of the intelligent Verbund principle for more than production, applying it for technologies, the market and digitalization as well. Expert knowledge is pooled in our global research platforms. For more information on the Verbund concept, see basf.com/en/verbund The Verbund system is one of BASF's great strengths. We add value by using our resources efficiently. The Production Verbund intelli- gently links production units and their energy supply so that, for example, the waste heat of one plant provides energy to others. Furthermore, one facility's by-products can serve as feedstock elsewhere. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and leverages synergies. BASF has companies in more than 90 countries. We operate six Verbund sites and 355 additional production sites worldwide. Our Verbund site in Ludwigshafen, Germany, is the world's largest chemical complex owned by a single company that was developed as an integrated network. This was where the Verbund principle Nutrition & Care: Care Chemicals and Nutrition & Health - Agricultural Solutions: Agricultural Solutions Surface Technologies: Catalysts, Coatings and Construction Chemicals Materials: Performance Materials and Monomers Industrial Solutions: Dispersions & Pigments and Performance Chemicals Agricultural Solutions 4 3 - Performance Materials - Coatings 34% Functional Materials & Solutions 3 - Construction Chemicals - Catalysts - Performance Chemicals. by embedding business-critical parts of the functional units into the divisions - Nutrition & Health 25% Performance Products 2 - Care Chemicals Closer to customers - Dispersions & Pigments - Agricultural Solutions 10% 1 Excluding the oil and gas activities presented as discontinued operations 5 Chemicals: Petrochemicals and Intermediates - - - As of January 1, 2019, we have twelve divisions grouped into six segments as follows: New organization of the BASF Group as of January 1, 2019 For more information on the effects of the agreement with LetterOne, see page 86 For more information on the products and services offered by the segments, see from pages 61, 68, 75 and 81 onward Business processes such as the procurement of raw materials and services, production and transport to customers are the shared responsibility of the divisions and the functional units. 26% safety, investor relations, and communications. Our global research units safeguard our innovative capacity and competitiveness. 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report The BASF Group 1 To Our Shareholders About This Report 2 5% BASF Report 2018 Other 5 Supplementary Information Oil and Gas Business 6 Overviews NFS disclosure In addition, BASF will embed business-critical parts of its functional units such as engineering services, procurement and logistics into the divisions to bring its employees closer to its customers and improve customer-specific agility. We will create leaner structures in our functional units, research and development and in governance functions. 6 Overviews 20% United States/Canada lion in assets and 115 major purchasing organizations with $3.3 tril- lion in purchasing power. After achieving a score of "A-" for several years, thus attaining "Leadership" status, BASF was included in CDP's "Climate Change A List" with the highest possible rating of "A" in 2018. Companies at this level are distinguished by the com- pleteness and transparency of their reporting, their approaches for managing the opportunities and risks associated with climate change, and clear corporate strategies to reduce emissions. BASF has also reported on water management to CDP since 2010 and I was again acknowledged as a global leader in sustainable water management in 2018. The organization awarded BASF an "A-" rat- ing in recognition of its actions to manage water more sustainably. BASF continued to be included in the MSCI ESG Ratings in 2018 with a score of "AA." The analysts highlighted BASF's Verbund sys- tem as a key competitive advantage for resource-efficient processes. BASF's emissions intensity for greenhouse gases and air pollutants - one of the lowest compared with competitors in the chemical industry was also assessed positively. - For more information on the key sustainability indexes, see basf.com/sustainabilityindexes For more information on energy and climate protection, see page 103 onward For more information on water, see page 108 onward In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2018, for example, 25,000 Analysts' recommendations employees (2017: 23,700) purchased employee shares worth €79 million (2017: €63 million). For more information on employee share purchase programs, see page 114 43% Germany BASF as a sustainable investment BASF has participated in CDP's program for reporting on data rele- vant to climate protection since 2004. CDP is an an international organization representing more than 650 investors with over $87 tril- Around 25 financial analysts regularly publish studies on BASF. The latest analyst recommendations for our shares as well as the aver- age target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. BASF Report 2018 13 About This Report 1 To Our Shareholders BASF on the Capital Market 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements ■ CDP includes BASF in its "Climate Change A List" ■ BASF continues to be rated "AA" by MSCI ESG Research 5 Supplementary Information Oil and Gas Business 6 Overviews 6% Not identified Broad base of international shareholders Proposed dividend of €3.20 per share At the Annual Shareholders' Meeting, the Board of Executive Direc- tors and the Supervisory Board will propose a dividend payment of €3.20 per share. We stand by our ambitious dividend policy of increasing our dividend each year and plan to pay out €2.9 billion to our shareholders. Based on the year-end share price for 2018, BASF shares offer a high dividend yield of around 5.3%. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 30. Dividend per share € per share 1.70 2.20 around 20% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 13%. Shareholders from the United Kingdom and Ireland hold 10% of BASF shares, while investors from the rest of Europe hold a further 17% of capital. Approximately 30% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. Shareholder structure With over 600,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the share- holder structure carried out at the end of 2018 showed that, at By region, rounded Rest of world 4% United Kingdom/Ireland 10% 2.80 2.70 2.60 2.90 3.00 3.10 3.20 Employees becoming shareholders 2.50 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Rest of Europe 17% additional BASF shares would have increased to €3,201 by the end of 2018. This represents an annual yield of 12.3%, placing BASF shares above the returns for the DAX 30 (8.2%), EURO STOXX 50 (5.2%) and MSCI World Chemicals (11.4%) indexes. Close dialog with the capital market ■ Informational events for private investors € 87.36 96.72 88.31 97.46 97.67 € 65.61 65.74 60.40 56.70 58.40 € 77.93 79.28 70.96 88.16 80.38 Further information on BASF share Securities code numbers 79.64 ■ Roadshows for institutional investors and talks with rating agencies 91.74 70.72 ■ Capital Markets Day on the corporate strategy Our corporate strategy aims to create long-term value. We support this strategy through regular and open communication with all capi- tal market participants. We engage with institutional investors and rating agencies in numerous one-on-one meetings, as well as at roadshows and conferences worldwide, and give private investors an insight into BASF at informational events. In November 2018, we informed analysts and investors about BASF Group's updated corporate strategy at our Capital Markets Day in Ludwigshafen, Germany. Key topics were our even stronger cus- tomer focus, the new financial and nonfinancial targets, and the segment structure going forward. In 2018, we once again offered special events aimed toward investors who base their investment decisions on sustainability cri- teria. We outlined in particular our measures for climate protection, energy efficiency, health and safety. In addition, we offered several creditor relations roadshows, where credit analysts and creditors could learn more about our business and financing strategy. For more information on our credit ratings, see the Financial Position on page 54 Analysts and investors have confirmed the quality of our financial market communications. We took first place in the "Best ESG communications" and "Best IR website" categories in the annual Key BASF share data Year-end price Year high Year low 88.31 Year average For more information about BASF stock, see basf.com/share Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com 2014 2015 2016 2017 2018 € 69.88 survey conducted by Britain's IR Magazine. Germany's Manager Magazin also recognized BASF at the presentation of its Investors' Darling awards with second place in the DAX category and first place in the digital communications category. In January 2019, Institutional Investor magazine awarded BASF first place in the "Best IR in Germany" category for its investor relations program. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance BASF on the Capital Market 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews BASF on the Capital Market In 2018, the stock markets were characterized by long periods of uncertainty as a result of geopolitical tensions and trade conflicts, especially between the United States and China. The BASF share price declined considerably over the course of the year. We stand by our ambitious dividend policy and will propose a dividend of €3.20 per share at the Annual Shareholders' Meeting an increase of 3.2% com- pared with the previous year. - BASF share performance 1 To Our Shareholders ■ BASF share declines 34.2% in 2018 The BASF share closed the 2018 stock market year with a closing price of €60.40, a decrease of 34.2% compared with the previous year's closing price. The considerable year-on-year decline in the BASF Group's earnings was primarily attributable to considerably lower earnings in the Chemicals segment, mainly as a result of lower margins for isocyanates and steam cracker products. The segment's earnings were also negatively impacted by the low water levels on the Rhine River in the second half of 2018. In addition, geopolitical tensions and trade conflicts, especially between the United States and China, led to a slowdown in economic growth over the course of the year particularly in Asia, and there mainly in China. The ensu- ing downturn in demand from significant customer industries, in particular the automotive industry, further weighed on BASF's share performance. Assuming that dividends were reinvested, BASF's share perfor- mance declined by 31.8% in 2018. The benchmark indexes of the German and European stock markets - the DAX 30 and the EURO STOXX 50 - lost 18.3% and 12.0% over the same period, respec- tively. The global industry index MSCI World Chemicals fell by 14.4%. Viewed over a 10-year period, the long-term performance of BASF shares still clearly surpasses the German, European and global benchmark indexes. The assets of an investor who invested €1,000 in BASF shares at the end of 2008 and reinvested the dividends in Long-term performance of BASF shares compared with indexes Average annual increase with dividends reinvested Change in value of an investment in BASF shares in 2018 With dividends reinvested; indexed 110 100 ■ Long-term performance continues to clearly exceed benchmark indexes 90 About This Report Vice Chairman of the Board of Executive Directors About This Report 1 To Our Shareholders 2 Management's Report The Board of Executive Directors of BASF SE 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews The Board of Executive Directors of BASF SE BAS 11 Dr. Martin Brudermüller Our Custom Saori Dubourg Michael Heinz Sanjeev Gandhi D-BAS BASF Report 2018 Dr. Markus Kamieth Wayne T. Smith Dr. Hans-Ulrich Engel Chairman of the Board of Executive Directors 90 80 70 12.3% 8.2% 5.2% 90 11.4% ■ BASF share ■ DAX 30 ■ EURO STOXX 50 ■MSCI World Chemicals 80 Weighting of BASF shares in important indexes as of December 31, 2018 2008-2018 70 EURO STOXX 50 MSCI World Chemicals. 6.3% 2.6% 7.0% 12 About This Report 1 To Our Shareholders BASF on the Capital Market 2 Management's Report DAX 30 100 4.9% 2.0% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec BASF share -31.8% DAX 30-18.3% EURO STOXX 50 -12.0% MSCI World Chemicals -14.4% BASF Report 2018 2013-2018 (1.5%) 2.0% 110 Germany United Kingdom Switzerland United States (CUSIP number) Agricultural Solutions Other Discontinued Oil and Gas Business Regional Results 31 2223 25 Forecast 25 Economic Environment in 2019 29 Outlook 2019 Functional Materials & Solutions Opportunities and Risks 43 53 58 60 74 80 85 86 172456 10 10 00 36 88 Performance Products Actual Development Compared with Outlook for 2018 Business Review by Segment The BASF Group 18 Environmental Protection, Health and Safety 95 22 Employees 110 23 Customer Orientation 116 Chemicals How We Create Value Our Strategy Corporate Strategy Value-Based Management Innovation Integration of Sustainability. The BASF Group's Business Year Material Investments and Portfolio Measures Economic Environment Results of Operations Net Assets Financial Position Goal Achievement in 2018 117 117 120 Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. Further information The following symbols indicate important information: You can find more information in this report. You can find more information online. The Compensation Report including the description of the principles ( ) The content of this section is not part of the statutory audit of of the compensation system in accordance with section 315a(2) HGB can be found in the Corporate Governance chapter from page 146 onward, and the disclosures in accordance with section 315a(1) HGB (takeover-related disclosures) from page 137 onward. They form part of the Management's Report, which is audited as part of the audit of the annual financial statements. Consolidated Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB The Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act The Consolidated Declaration of Corporate Governance in accor- dance with section 315d HGB in connection with section 289f HGB can be found in the Corporate Governance chapter from page 131 onward and is a component of the Management's Report. It com- prises: the annual financial statements but has undergone a separate audit with limited assurance by our auditor. The content of this section is voluntary, unaudited information, which was critically read by the auditor. BASF Report 2018 16 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Nonfinancial Statement Disclosures 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business The Corporate Governance Report including the description of the diversity concept for the composition of the Board of Execu- tive Directors and the Supervisory Board (excluding the disclo- sures required by takeover law in accordance with section 315a(1) HGB) Compliance reporting Compensation Report and disclosures in accordance with section 315a HGB Within the scope of the audit of the annual financial statements, the external auditor KPMG checked pursuant to section 317(2) sen- tence 4 HGB that the NFS was presented in accordance with the statutory requirements. KPMG also conducted a substantive audit with limited assurance of the NFS. A report on this substantive audit can be found online at basf.com/nfs-audit-2018 and is part of the BASF Report 2018. The audit was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant inter- national auditing standards for sustainability reporting. 123 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Overview Overview The Management's Report comprises the chapter of the same name on pages 15 to 130, as well as the disclosures required by takeover law, the Compensation Report and the Declaration of Corporate Governance, which are presented in the Corporate Governance chapter. The Nonfinancial Statement (NFS) is integrated into the Management's Report. Nonfinancial Statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) The NFS disclosures can be found in the relevant sections of the Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative Stan- dards ("Comprehensive" application option) and the reporting requirements of the U.N. Global Compact. The table on the following page shows the sections and subsections in which the individual disclosures can be found. In addition to a description of the business model, the NFS includes disclosures on the following matters, to the extent that they are required to under- stand the development and performance of the business, the Group's position and the impact of business development on the following matters: - - Environmental matters - Employee-related matters Social matters - Respect for human rights - Anti-corruption and bribery matters 92 Nonfinancial Statement (NFS) disclosures in the relevant chapters of the integrated report Raw Materials 90 918.5 918.5 0083142 Market capitalization December 31 billion € 64.2 65.0 81.1 84.3 918.5 55.5 055262505 Earnings per share DE000BASF111 Adjusted earnings per share Dividend per share Dividend yield² BAS BFA BAS 11450563 Price-earnings ratio (P/E ratio)² 918.5 million shares ISIN International Securities Identification Number International ticker symbols Deutsche Börse London Stock Exchange Swiss Exchange Daily trade in shares¹ million € 224.5 264.5 918.5 201.9 229.6 million shares 2.9 3.3 2.9 2.1 2.9 BASF11 Number of shares December 31 185.7 1 Average, Xetra trading € 5.61 68 47 63 12.5 16.3 20.0 13.9 11.8 2 Based on year-end share price 67 BASF Report 2018 Chapter 2 pages 15-130 2 Manage- ment's Report Overview 16 Nonfinancial Statement Disclosures 17 Responsible Conduct Along the Value Chain Supplier Management 14 50 % 5.30 4.34 4.42 6.62 5.12 € 5.44 5.00 4.83 6.44 5.87 € 2.80 2.90 3.00 3.10 3.20 % 4.01 4.10 3.40 3.38 90 Payout ratio 3 Corporate Governance The amendments issued on October 31, 2018, provide a uniform and more precise definition of the materiality of information provided in the financial statements, together with accompanying examples. In this connection, the definitions in the Conceptual Framework, IAS 1, IAS 8 and the IFRS Practice Statement 2 (Making Materiality Judgements) were harmonized. Subject to adoption by E.U. legislation, the amendments are effective as of January 1, 2020. For more information on the allocation of sales revenue, see Note 4 from page 211 onward and the Management's Report from page 46 onward If the consideration promised in a contract includes variable components, BASF estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods to the customer. Variable components are only recognized as revenue when it is highly unlikely that a reversal of sales revenue will occur. Expected rebates and other trade discounts are accrued in accordance with the principle of individual measurement to cover probable risks related to the return of goods, future warranty obligations and other claims. BASF Report 2018 192 About This Report 1 To Our Shareholders 2 Management's Report Services rendered to customers are invoiced according to work completed and recognized as revenue accordingly. 3 Corporate Governance 5 Supplementary Information Oil and Gas Business 6 Overviews Notes BASF grants customers rebates if the goods purchased by the customer exceed a contractually defined threshold within the period specified. Rebates are usually deducted from the amounts payable by the customer. Depending on the terms of the underlying contract, BASF uses either the expected value or the most likely amount to estimate the variable consideration for expected future rebates. The method that is the best predictor of variable consideration is primarily determined by the number of volume thresholds contained in the contract. All available historical, current and forecast information is taken into account when calculating rebates. Customers generally have a right of return if the supplied goods do not meet the agreed specifications. Furthermore, certain contracts grant the customer the right to return the goods within a defined period of time. BASF uses the expected value method to estimates the goods that will be returned, as this method is the best predictor of the amount of variable consideration to which BASF will be entitled. BASF applies the practical expedient in IFRS 15, which means that it does not adjust the promised amount of consideration for the effects of a significant financing component if, at contract inception, it is expected that the period between the transfer of the promised goods or services to a customer and payment for these goods or services by the customer will be one year or less. Pursuant to IFRS 15, no information on remaining performance obligations as of December 31, 2018 that have an expected original term of one year or less was reported. Assets 4 Consolidated Financial Statements Acquired intangible assets (excluding goodwill) with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Sales revenue from the sale of precious metals to industrial customers is recognized on delivery and the corresponding purchase prices are recorded as cost of sales. In the trading of precious metals and their derivatives with traders, where there is usually no physical delivery, revenues are netted against the associ- ated costs. BASF primarily generates income from the sale of goods. It is recognized as sales revenue at the point in time when control of the product is transferred from BASF to the customer; this is generally the case on delivery. If products are delivered to a consignment warehouse, BASF normally retains control. Revenue is recognized when the customer consumes the goods. Long-term supply agreements usually contain variable prices dependent on the development of raw materials prices and variable volumes. Switzerland (CHF) 1.13 1.17 1.15 1,277.93 1,279.61 1,299.07 Sales revenue from the sale or licensing of technologies or technical expertise are recognized according to the contractually agreed- upon transfer of the rights and obligations associated with these technologies. Recognition of revenue from granting licenses for technology and intellectual property depends on whether they are based on usage rights or access rights. Revenue from a usage-based rights is recognized at the point in time when the license is granted. Revenue from access-based rights is recognized over the term of the contract with the customer. Sales revenue from sales and usage-based licenses is recognized in accordance with the underly- ing settlement agreements. 1,276.52 1.20 1.18 1.13 South Korea (KRW) United States (USD) 1.4 Accounting policies Revenue recognition 1.11 1.15 Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Internally generated intangible assets primarily comprise internally developed software. Such software and other internally generated intangible assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangible assets also include an appropriate portion of overhead costs. 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully expensed in the year of acquisition. The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. 1 To Our Shareholders Expenditures related to the scheduled maintenance of large-scale plants are capitalized separately and depreciated using the straight- line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets if an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. Weighted average depreciation in years Buildings and structural installations Machinery and technical equipment Miscellaneous equipment and fixtures 2018 2017 22 21 11 Both movable and immovable fixed assets were, for the most part, depreciated using the straight-line method, with the exception of production licenses and plants in the oil and gas business, which has been classified as a discontinued operation since the end of September 2018. Until then, these were primarily depreciated based on use in accordance with the unit of production method. The estimated useful lives and depreciation methods of property, plant and equipment are based on historical values, plans and estimates. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The weighted average depreciation periods of continuing operations were as follows: About This Report 193 BASF Report 2018 The estimated useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. The weighted average amortization periods of intangible assets were as follows: Average amortization in years Distribution, supply and similar rights Product rights, licenses and trademarks Know-how, patents and production technologies Internally generated intangible assets Other rights and values 2018 2017 15 15 19 20 15 15 4 4 4 5 Emission rights: Emission rights certificates, which are granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other countries, are recognized in the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are sub- sequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. Goodwill is only written down in the case of an impairment. Impairment testing is performed once a year and whenever there is an indication of impairment. Goodwill impairments are not reversed. 65.92 74.04 69.39 79.72 1.3 Group accounting principles Amendments to IAS 1 Financial Statement Presentation and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. 1 To Our Shareholders 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported separately in equity under other comprehensive income (translation adjustments) and is recognized in income only upon the company's disposal. For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, financial statements prepared in the local currency are translated into the functional currency using the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. Selected exchange rates €1 equals Brazil (BRL) About This Report According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. "Control" of an investee assumes the simultaneous fulfillment of the following three criteria: - The parent company holds decision-making power over the relevant activities of the investee - The parent company has rights to variable returns from the investee 2 Management's Report 1 To Our Shareholders About This Report 191 BASF Report 2018 Foreign currency translation: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date the transaction is recognized. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement, and reported under other operating expenses or income, other financial result, and in the case of financial assets measured at fair value, in other comprehensive income. The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Finally, the acquisition cost is compared with the proportional share of the net assets acquired at fair value. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. Transactions between consolidated companies as well as intercompany profits resulting from trade between consolidated companies are eliminated in full; for joint operations, they are proportionally eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. Consolidation methods: Assets and liabilities of consolidated companies are uniformly recognized and measured in accordance with the principles described herein. For companies accounted for using the equity method, material deviations in measurement resulting from the application of other accounting principles are adjusted for. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities that are not subsidiaries, joint ventures or joint operations, and over whose operating and financial policies significant influence can be exercised. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Equity-accounted income is reported as part of income from operations (EBIT). In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a proportionally consolidated basis. Companies whose business is dormant or of low volume, and are of minor importance for the presentation of a true and fair view of the net assets, financial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at Group level. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations in accordance with IFRS 11. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations Based on corporate governance and any additional agreements, companies are analyzed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. The parent company can use its decision-making power to affect the variable returns China (CNY) 10 3.60 Average rates Malaysia (MYR) 4.73 4.85 4.76 4.85 Mexico (MXN) 22.49 126.68 23.66 21.32 Norway (NOK) 9.95 9.84 9.60 9.33 Russia (RUB) 22.71 130.40 135.01 125.85 Dec. 31, 2018 Dec. 31, 2017 2018 2017 4.44 3.97 4.31 7.88 7.80 7.81 7.63 United Kingdom (GBP) Japan (JPY) 0.89 0.89 0.88 0.88 Closing rates 7 Sales revenue from contracts with customers is recognized in the amount of the consideration BASF expects to receive in exchange for the goods or services when control of the goods or services is transferred to the customer. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. An impairment is recognized for the difference between the carrying amount and the recoverable amount. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset had an impair- ment not been recognized. Similar obligations, especially those arising from commitments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. Provisions for pensions and similar obligations: Provisions for pensions are calculated on an actuarial basis in accordance with the projected unit credit method using assumptions relating to the following valuation parameters, among others: future developments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. Obligations are discounted based on the market yields on high-quality corporate fixed-rate bonds rated between "AA-" to "AA+" by at least one of the following rating agencies: Fitch, Moody's or Standard & Poor's. Liabilities The expenses and income shown in other comprehensive income are divided into two categories: Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes translation adjustments, the measurement of securities at fair value, and changes in the fair value of derivatives held to hedge future cash flows and net investments in foreign operations. Items in other comprehensive income that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Other comprehensive income Derivative financial instruments could be embedded within other contracts. If IAS 39 required separation, the embedded derivative was accounted for separately from its host contract and measured at fair value. Cash and cash equivalents consisted primarily of cash on hand and bank balances with maturities of less than three months. Financial liabilities that were not derivatives were initially measured at fair value. This usually corresponded to the amount received. Subsequent measurement was at amortized cost using the effective interest method. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 198 BASF Report 2018 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Actuarial reports are used to calculate the amount of pension provisions. BASF applied IAS 39 in 2017. It required recognition of an impair- Iment loss if there was evidence of a permanent impairment of a financial instrument not measured at fair value through profit or loss. If the reason for the impairment of loans and receivables as well as held-to-maturity financial instruments ceased to exist, the impair- ment was reversed up to the amortized cost and recognized in the income statement. Impairments on financial instruments were recognized in separate accounts. - Financial assets and liabilities at fair value recognized in the income statement consisted of derivatives and other trading instruments. At BASF, this measurement category included derivatives only. Derivatives were reported in other receivables and miscellaneous assets or other liabilities. BASF did not make use of the fair value option under IAS 39. The calculation of fair values was based on market parameters or measurement models based on such parameters. In some exceptional cases, the fair value was calculated using parameters that are not observable on the market. Loans and receivables comprised financial assets with fixed or determinable payments, which were not quoted on an active market and were not derivatives or classified as available-for-sale. This measurement category included trade accounts receivable as well as other receivables and loans reported under other receivables and miscellaneous assets. Initial measurement was at fair value, which generally corresponded to the nominal value of the receivable or loan. Interest-free and low-interest long-term loans and receivables were recorded at present value. Subse- quent measurement recognized in income was generally at amortized cost using the effective interest method. If there was objective evidence for an impairment of a receivable or loan, an individual valuation allowance was made. When assessing the need for a valuation allowance, regional and sector-specific conditions were considered. In addition, BASF used internal and external ratings, as well as the assessments of debt collection - agencies and credit insurers, when available. A portion of receivables was covered by credit insurance. Bank guarantees and letters of credit were used to an immaterial extent. Valuation allowances were only recognized for those receivables not covered by insurance or other collateral. The valuation allowances for receivables whose insurance included a deductible were not recognized in excess of the amount of the deductible. Write- downs were based on historical values relating to customer solvency and the age, period overdue, insurance policies and customer-specific risks. In addition, a valuation allowance had to be recognized when the contractual conditions forming the basis for the receivable were changed through renegotiation in such a Iway that the present value of the future cash flows decreased. Furthermore, valuation allowances were recognized for receiv- ables based on transfer risks for certain countries. If, in a subsequent period, the amount of the impairment decreased, and the decrease could be objectively attributed to an event occurring after the valuation allowance was made, it was reversed in the income statement. Reversals of valuation allowances did not exceed amortized cost. Loans and receivables were derecog- nized when they were definitively found to be uncollectible. Held-to-maturity financial assets consisted of nonderivative financial assets with fixed or determinable payments and a fixed term, for which there was the intent and ability to hold until maturity, and which did not fall under other valuation categories. They were initially recognized at fair value, which corresponded to the nominal value in most cases. Subsequent measurement was at amortized cost using the effective interest method. BASF did not have any material financial assets that fell under this category. Available-for-sale financial assets comprised financial assets that were not derivatives and did not fall under any of the above valuation categories. This measurement category comprised shareholdings reported under the item other financial assets, which were not accounted for using the equity method, as well as short and long-term securities. Measurement was at fair value. Changes in fair value were recognized directly in equity (other comprehensive income) and were only recognized in the income statement when the assets had been disposed of or impaired. Subsequent reversals were recognized directly in equity (other comprehensive income). In the case of debt instruments only, reversals were recognized in the income statement up to the amount of the original impairment; reversals above this amount were recognized directly in equity. If the fair value of available-for- sale financial assets fell below acquisition costs, the assets were impaired if the decline in value was material and was considered permanent. The fair values were determined using market prices. Shareholdings whose fair value could not be reliably determined were carried at cost and written down in the case of impairment. Cost represented the best estimate of the fair value of these shareholdings. This category included investments in other share- holdings, provided that these shares were not publicly traded. There were no plans to sell significant shares in these sharehold- ings. Financial assets and liabilities were divided into the following mea- surement categories: About This Report Actuarial gains and losses from changes in estimates relating to the actuarial assumptions used to calculate defined benefit obligations, the difference between standardized and actual returns on plan assets, as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. Provisions for German trade income tax, German corporate income tax and similar income taxes are calculated and recognized based on the expected taxable income of the consolidated companies less any prepayments that have been made. Provisions are set up for interest accrued. Other taxes to be assessed are considered accordingly. 6 4 Consolidated Financial Statements 200 BASF Report 2018 Provisions for restoration obligations concern the filling of wells and the removal of production facilities upon the termination of production. When the obligation arises, the provision is measured at the present value of the future restoration costs. An asset of the same amount is capitalized as part of the carrying amount of the plant concerned and is depreciated along with the plant. The discount on the provision is unwound annually until the time of the planned restoration. Amortization and depreciation of intangible assets and property, plant and equipment of the discontinued oil and gas business were included in the earnings of the BASF Group through September 2018. Intangible assets in the discontinued oil and gas business relate primarily to exploration and production rights. During the exploration phase, these are not subject to amortization but are tested for impairment annually. When economic success is determined, the rights are amortized in accordance with the unit of production method. The intangible asset from the marketing contract for natural gas from the Yuzhno Russkoye natural gas field is amortized based on BASF's share of the produced and distributed volumes. The unit of production method at the field or reservoir level was used to depreciate assets from oil and gas production. Depreciation is generally calculated on the basis of production in the period in rela- tion to the proven, developed reserves. Exploration and development expenditures in the discontinued oil and gas business are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. For more information, see Note 2.5 from page 209 onward and Note 4 from page 211 onward Discontinued operations: These are classified as held for sale and are presented as discontinued operations in BASF's Consolidated Financial Statements in accordance with IFRS 5. Until closing, the income after taxes of discontinued operations will be shown in income after taxes of the BASF Group as a separate item (income after taxes from discontinued operations). The BASF Group's sales and earnings were retroactively adjusted for the consolidated figures for discontinued operations as of the beginning of the fiscal year. The prior-year figures were restated. In addition, the assets and liabilities of the discontinued operations were reclassified to a disposal group (assets or liabilities of disposal groups). Depreciation of noncurrent assets and the use of the equity method are suspended as of the date when the disposal group is initially presented. The statement of cash flows was not restated. The activities of discontinued operations are not allocated to any reportable segment in financial reporting. Groups of assets and liabilities held for sale (disposal groups): These comprise those assets and directly associated liabilities shown separately on the balance sheet whose sale in the context of a single transaction is highly probable. A transaction is assumed to be highly probable if there are no significant risks of completion of the transaction, which usually requires the conclusion of binding contracts. The assets and liabilities of disposal groups are recog- nized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets that do not fall under the valuation principles of IFRS 5. Depreciation of noncurrent assets and the use of the equity method are suspended. Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of acquisition, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. Measurement is largely based on projected cash flows. Actual cash flows can deviate significantly from those. Independent external appraisals are used for the purchase price allocation of material business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Other accounting policies The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate (2018: 1.5%; 2017: 2.0%) used for calculating noncurrent provisions. Financing costs related to unwinding the discount of provisions in subsequent periods are shown in other financial result. For more information, see Note 26 from page 250 onward Provisions are established for certain environmental protection measures and risks if there is a present legal or constructive obligation arising from a past event, and the expected cash outflow can be estimated with sufficient reliability. In addition, other provisions also cover expected costs for dismantling existing plants and buildings, rehabilitating contami- nated sites, recultivating landfills, removal of environmental contamination from existing production or storage sites and similar measures. If BASF is the only responsible party that can be identi- fied, the provision covers the entire expected claim. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected claim. The determination of the amount of the provision is based on the available technical information on the site, the technology used, legal regulations, and official obligations. Provisions are recognized for expected severance payments or similar personnel expenses as well as for demolition expenses and other charges related to restructuring measures that have been planned and publicly announced by management. Provisions for long-service and anniversary bonuses are predomi- nantly calculated based on actuarial principles. For contracts signed under phased retirement programs, approved supplemental payments are accrued in installments until the end of the exemption phase at the latest. Accounting and measurement follow the German Accounting Standards Committee's Implementation Guidance 1 (IFRS) dated December 2012. BASF Report 2018 199 Other provisions: Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Other provisions also cover risks resulting from legal disputes and proceedings, provided the criteria for recognizing a provision are fulfilled. In order to determine the amount of the provisions, the company takes into consideration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. Actual costs can deviate from these estimates. 1 To Our Shareholders 197 For more information on provisions for pensions and similar obligations, see Note 22 from page 240 onward When fair value hedge accounting is used, the asset or liability recognized is hedged against the risk of a change in fair value. The hedging instruments used, which often take the form of a derivative, are measured at fair value and changes in fair value are recognized in the statement of income. The carrying amounts of the assets or liabilities designated as the underlying transaction are also measured at fair value through the statement of income. About This Report 195 BASF Report 2018 Financial assets and financial liabilities are recognized in the consolidated balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when BASF no longer has a contractual right to the cash flows from the financial asset or when the financial asset is transferred together with all material risks and rewards of ownership and BASF does not have control of the financial asset after it has been transferred. For example, receivables are derecognized when they are definitively found to be uncollectible. Financial liabilities are derecognized when the contractual obligations expire, are discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metals trading, the day of trading is used. Financial instruments For more information, see Note 11 from page 223 onward Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions planned for the following year if these distributions lead to a reversal of temporary differences. Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income if the underlying transaction is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority and have the same maturities. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the probability of a reversal of the differences and the assessment of the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. The valuation of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Deferred taxes: Deferred taxes are recorded for temporary differences between the carrying amount of assets and liabilities in the financial statements and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. This also comprises temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. The exception made by IAS 2 for traders is applied to the measurement of precious metal inventories. Accordingly, inventories held exclusively for trading purposes are to be measured at fair value less costs to sell. All changes in value are recognized in the state- ment of income. Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. In addition to direct costs, cost of conversion includes an appropriate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Investments accounted for using the equity method: The carrying amounts of these companies are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a reduction in the value of an investment, an impairment is recognized in the income statement. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or acquisition cost less depreciation. BASF Report 2018 Leases: A lease is an agreement whereby the lessor conveys to the lessee the right to use an asset for an agreed period of time in return for a payment or series of payments. Lease contracts are classified as either finance or operating leases. Assets subject to operating leases are not capitalized. Lease payments are recognized in the income statement in the period they are incurred. A lease is classified as a finance lease if it transfers all material risks and rewards related to the leased asset. Assets subject to a finance lease are capitalized at the lower of the fair value of the leased assets or the present value of the minimum lease payments. A lease liability is recorded in the same amount. The periodic lease payments must be divided into principal and interest components. The principal component reduces the liability, while the interest component represents an interest expense. Depreciation is recognized over the shorter of the useful life of the asset or the period of the lease. Leases can be embedded within other contracts. If separation is required under IFRS, the embedded lease is recorded separately from its host contract and each component of the contract is carried and measured in accordance with the applicable regulations. 1 To Our Shareholders Borrowing costs: Borrowing costs directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the time period necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. The borrowing costs were calculated based on a rate of 1.5% (previous year: 2.0%) and adjusted on a country- specific basis, if necessary. All other borrowing costs are recognized as an expense in the period in which they are incurred. BASF Report 2018 194 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and released over the underlying period. 2 Management's Report Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or the fair value of the sales products, which are based on the net realiz- able values, is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. 5 Supplementary Information Oil and Gas Business 6 Overviews Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of a trans- action entered into with the holder of the guarantee. Financial guar- antees issued by BASF are measured at fair value upon initial recog- nition. In subsequent periods, these financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation as of the reporting date. 3 Corporate Governance Derivative financial instruments can be embedded within other contracts, creating a hybrid financial instrument. If IFRS requires separation, the embedded derivative is accounted for separately from its host contract and measured at fair value. If IFRS 9 does not provide for separation, the hybrid instrument is accounted for at fair value in its entirety. Financial liabilities recognized at fair value through profit or loss contain derivative financial liabilities. These are likewise mea- sured at the value of the consideration received as the fair value of the liability on the date of initial recognition. The latter also rep- resents the measurement basis for these liabilities in subsequent measurement. The option to subsequently measure financial lia- bilities at fair value is not exercised. Financial liabilities that are measured at amortized cost generally include all financial liabilities, provided these do not represent derivatives. They are generally measured at fair value at the time of initial recognition, which usually corresponds to the value of the consideration received. Subsequent measurement is recognized in profit or loss at amortized cost using the effective interest method. At BASF, for example, bonds and liabilities to banks reported under financial indebtedness are measured at amortized cost. Impairments on financial assets measured at fair value through other comprehensive income are calculated in the same way as impairments on financial assets measured at amortized cost and recognized in profit or loss. The following measurement categories are used for financial liabilities: Financial assets measured at fair value through other com- prehensive income include all assets with contractual terms that I give rise to cash flows on specified dates, which are solely payments of principal and interest on the principal amount out- standing in accordance with the cash flow condition in IFRS 9, to the extent that the asset is not just held with the intention of col- lecting the expected contractual cash flows over its term, but also generating cash flows from its sale. At BASF, certain securities that are classified as debt instruments are allocated to this cate- gory. BASF does not exercise the option to subsequently measure equity instruments through other comprehensive income. Assets measured at fair value through other comprehensive income are initially measured at fair value, which usually corre- sponds to the nominal value of the securities allocated to this category at the time of acquisition. Subsequent measurement is likewise at fair value. Changes in the time value are recognized in other comprehensive income and reclassified to the statement of income when the asset is disposed of. A decrease in valuation allowances due, for example, to a reduction in the credit risk of a counterparty or an objective event occurring after the valuation allowance is recorded in profit or loss. Reversals of valuation allowances may not exceed amortized cost, less any expected future credit losses. Notes 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders 196 BASF Report 2018 About This Report Regional and, in certain circumstances, industry-specific factors and expectations are taken into account when assessing the need for a valuation allowance as part of the calculation of expected credit losses and individual valuation allowances. In addition, BASF uses internal and external ratings and the assessments of debt collection agencies and credit insurers, when available. Individual valuation allowances are also based on experience relating to customer solvency and customer-specific risks. Factors such as credit insurance, which covers a portion of receivables measured at amortized cost, are likewise considered when calculating valuation allowances. Bank guarantees and letters of credit are used to an immaterial extent. Expected credit losses and individual valuation allowances are only calculated for those receivables that are not covered by insurance or other collateral. The valuation allowances for receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If pricing on an active market is available, for example in the form of share prices, these are used as the basis for the measurement. Otherwise, the measurement is based on internal measurement models using current market parameters or external measurements, for example, from banks. These internal measurements pre- dominantly use the net present value method and option pricing models. BASF began applying IFRS 9 as of January 1, 2018. Except for financial assets measured at fair value through profit or loss, this requires the recognition of impairments for expected credit losses, independent of the existence of any actual default events and individual valuation allowances if evidence of a permanent need for impairment exists. If this evidence no longer exists, the impairment is reversed in the statement of income up to the carrying amount of the asset had the default event not occurred. Valuation allowances are generally recognized in separate accounts. - Financial assets recognized at fair value through profit or loss include all financial assets whose cash flows are not solely payments of principal and interest in accordance with the cash flow condition established in IFRS 9. At BASF, derivatives are allo- cated to this measurement category, for example. BASF does not generally exercise the fair value option in IFRS 9, which permits the allocation of financial instruments not to be measured at fair value through profit or loss on the basis of the cash flow condition The classification and measurement of financial assets is based on the one hand on the cash flow condition (the "solely payments of principle and interest" criterion), that is, the contractual cash flow characteristics of an individual financial asset. On the other hand, it also depends on the business model used for managing financial asset portfolios. Based on these two criteria, BASF uses the follow- ing measurement categories for financial assets: Financial assets measured at amortized cost include all assets with contractual terms that give rise to cash flows on specific dates, provided that these cash flows are solely payments of principal and interest on the principal amount outstanding in accordance with the cash flow condition in IFRS 9, to the extent that the asset is held with the intention of collecting the expected contractual cash flows over its term. At BASF, this measurement category includes trade accounts receivable, as well as receivables reported under other receivables and miscellaneous assets and certain securities. Initial measurement of these assets is generally at fair value, which usually corresponds to the transaction price at the time of acquisi- tion. Subsequent measurement effects are recognized in income using the effective interest method. Impairments are recognized for expected credit losses in both initial and subsequent measurement, even before the occurrence of any default event. If the counterparty is considered as having defaulted, an individual valuation allowance is generally recog- nized for the financial assets measured at amortized cost. In addition, a valuation allowance must be recognized when the contractual conditions that form the basis for the receivable are changed through renegotiation in such a way that the present value of the future cash flows decreases. The extent of expected credit losses is determined based on the credit risk of a financial asset, as well as any changes to this credit risk: If the credit risk of a financial asset has increased significantly since initial recognition, expected credit losses are generally recognized over the lifetime of the asset. If, however, the credit risk has not increased significantly in this period, impair- ments are generally only recognized for the 12-month expected credit losses. By contrast, under the simplified approach for determining expected credit losses permitted by IFRS 9, impairments for receivables such as lease receivables and trade accounts receivable always cover the lifetime expected credit losses of the receivable concerned. At BASF, the credit risk of a financial asset is assessed using both internal information and external rating information on the respective counterparty. A significant increase in the counter- party's credit risk is assumed if its rating is lowered by a certain number of notches. The significance of the increase in the credit risk is not reviewed for trade accounts receivable or lease receivables. Furthermore, it is generally assumed that the credit risk for a counterparty with a high credit rating will not have increased significantly. or the business model criterion to the above category under certain circumstances. In cash flow hedges, future cash flows and the related income and expenses are hedged against the risk of changes in fair value. To this end, future underlying transactions and the corresponding hedging instruments are designated and the cost of hedging are a cash flow hedge accounting relationship for accounting purposes. The effective portion of the change in fair value of the hedging instru- ment, which often meets the definition of a derivative, and the cost of hedging are recognized directly in equity under other comprehen- sive income over the term of the hedge, taking deferred taxes into account. The ineffective portion is recognized immediately in the income statement. In the case of future transactions that lead to recognition of a nonfinancial asset or a nonfinancial liability, the cumulative fair value changes of the hedge in equity are generally charged against the acquisition costs of the hedged item on its initial recognition. For hedges based on financial assets, financial liabilities or future transactions, cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is determined based on the effective date of the future transaction. 2 Management's Report 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements Agreed transactions 5 Supplementary Information Oil and Gas Business 6 Overviews Notes (0.1) - - On September 18, 2017, BASF signed an agreement with the Solvay group on the acquisition of Solvay's global polyamide business, subject to the approval of the relevant antitrust authorities. The E.U. Commission approved the acquisition of the polyamide business, subject to certain conditions, on January 18, 2019. These conditions require the sale of parts of the original transaction volume to a third party. Specifically, this refers to Solvay's production plants and innovation competencies in the engineering plastics field in Europe. The sale process has already begun. The approval process is pending in China. The transaction is expected to close in the second half of 2019, as soon as all remaining conditions are met. This includes the divestiture of businesses and assets to a third party. BASF plans to integrate the polyamide business into the Performance Materials and Monomers divisions. Before being adjusted to reflect the antitrust-related changes to the scope of the transaction, the purchase price on a cash and debt-free basis and excluding other adjustments would have been €1.6 billion. If the transaction is not concluded, the agreement provides for, subject to certain conditions, a payment of €150 million from BASF to Solvay. On May 3, 2018, BASF and Solenis announced that they had signed an agreement on the combination of BASF's paper and water chemicals business with Solenis. The affected assets and liabilities were reclassified to a disposal group. BASF and Solenis closed the transaction on January 31, 2019. For more information, see Note 2.5 from page 209 onward and Note 35 on page 268 On September 27, 2018, BASF and the LetterOne group signed a definitive transaction agreement to merge their oil and gas businesses. The merger is intended to form an independent European exploration and production company with international operations. About This Report For more information, see Note 2.5 from page 209 onward - 208 0.1 177 2.5 Discontinued operations/disposal groups (60) 45 48 0.1 239 0.7 (1) (13) (4) 47 0.1 222 0.3 107 BASF Report 2018 Discontinued operations 935 For more information, see Note 1.4 from page 192 onward (68) (82) (26) (45) (248) (20) Income from companies accounted for using the equity method 99 248 EBIT 1,733 Financial result (19) 1 Proportional share in relation to the BASF Group (17) (80) As of the binding agreement between BASF and LetterOne to merge their respective activities on September 27, 2018, the oil and gas business is presented as a discontinued operation. (94) 2,070 The joint venture that will result from the merger will operate under the name Wintershall DEA. Although BASF will receive a majority stake in Wintershall DEA, the agreement stipulates joint control. With this transaction, the formation of a leading independent Euro- pean oil and gas company is being pursued. BASF expects to close the transaction in the first half of 2019. Until closing, Wintershall and DEA will continue to operate as independent companies. BASF's oil and gas activities are bundled in the Wintershall Group. Wintershall, headquartered in Kassel, Germany, focuses on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. Wintershall is also active in the transport of natural gas in Europe with BASF's Russian partner Gazprom. Impairments were not recorded for the discontinued oil and gas business on the date of reclassification to "held for sale" or at the end of the reporting period. The amounts in the following tables illustrate the consolidated contribution of discontinued operations. Earnings from discontinued operations are as follows: Statement of Income from discontinued operations Million € Sales revenue Cost of sales Gross profit on sales Selling expenses General administrative expenses Research and development expenses Other operating income and expenses 2018 2017 4,094 3,252 (2,024) (2,338) 914 Total equity and liabilities Payments received from divestitures 207 Current liabilities 66 1.2 281 Current liabilities of which financial indebtedness Notes Divestitures In 2018, BASF sold the following activities: - - Shares in the Aguada Pichana Este concession in Argentina were sold on January 23, 2018. The sale pertained to the discontinued oil and gas business. On January 31, 2018, BASF's production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria was sold to Synthomer Austria GmbH, a subsidiary of the British specialty chemicals manufacturer Synthomer plc. The styrene acrylic dispersions that were produced in Pischelsdorf were not included in the sale. They were bundled with the businesses in Ludwigshafen, Germany. The sale was made in connection with the concentration of paper dispersions production in Europe at the sites in Ludwigshafen and Hamina, Finland, which is designed to strengthen the Dispersions & Pigments division. In 2017, BASF sold the following activities: - - 0.4 - of which financial indebtedness Payments made for acquisitions Income before income taxes 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report BASF Report 2018 1 Proportional share in relation to the BASF Group 155 7,431 0.1 106 1.1 925 Total equity and liabilities On February 28, 2017, BASF sold its inorganic specialties business to Edgewater Capital Partners LP, Cleveland, Ohio. The transaction comprised the production site in Evans City, Pennsylvania, and the product lines for special alcoholates, boranes and alkali metals manufactured there in the Intermediates division. On July 17, 2017, BASF sold its bleaching clay and mineral absorbents businesses to EP Minerals LLC, based in Reno, Nevada. The divestiture affected one global business unit in the Catalysts division and comprises a production site as well as a bleaching clay mine in Mississippi and the mineral rights sublease for a mine in Arizona. 66 employees transferred to EP Minerals LLC. On September 29, 2017, BASF completed the combination of the global leather chemicals business in the Performance Chemicals division with the Stahl group. The transaction comprised the global leather chemicals business, as well as the leather chemi- cals production site in L'Hospitalet, Spain. Around 210 jobs were affected worldwide, 110 of which in Asia. Under the terms of the agreement, BASF received a 16% minority interest in the Stahl of which property, plant and equipment (15) (0.1) (50) (0.2) Current assets (39) (0.1) (48) (0.2) of which cash and cash equivalents Assets Equity Noncurrent liabilities of which financial indebtedness 0.2 93 (21) Noncurrent assets - group as well as a payment; this resulted in special income. Furthermore, in the medium to long term, BASF will supply Stahl with significant volumes of leather chemicals. - On September 30, 2017, BASF concluded the sale of its production site for electrolytes in Suzhou, China, to Shenzhen Capchem Technology Co. Ltd., based in Shenzhen, China. The site was allocated to the Catalysts division. Effects of divestitures Sales The following overview shows the effects of the divestitures conducted in 2018 and 2017 on the Consolidated Financial Statements. The sales line item shows the year-on-year decline resulting from divestitures. The impact on equity related mainly to gains and losses from divestitures. 2018 of which financial indebtedness 2017 %1 Million € %1 (157) (0.3) (460) (0.8) Million € 1,714 3 (885) 896 361 12,846 13,207 158 136 294 614 614 273 273 219 219 158 1,242 896 1,400 128 2 Paper and water chemicals business Oil and gas business Total 39 1,572 1,611 10 724 734 312 6,959 7,271 2,565 2,565 2 128 519 14,088 14,607 3 1,485 1,485 833 833 10 10 228 228 72 72 342 342 4,268 4,265 5,750 5,753 516 8,338 Provisions for pensions and similar obligations Other provisions 3 307 310 1,605 1,605 1,637 Net assets 1,637 499 217 217 0.1 210 BASF Report 2018 8,854 499 918 Liabilities of the disposal group Other liabilities Of other comprehensive income after taxes attributable to BASF SE shareholders totaling minus €608 million (2017: minus €1,268 mil- lion), minus €102 million (2017: minus €327 million) related to discontinued operations and minus €506 million (2017: minus €941 million) to continuing operations. BASF Report 2018 209 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Discontinued operations accounted for the following amounts in BASF's Statement of Cash Flows: Disposal groups as of December 31, 2018 Million € Cash flows from discontinued operations Million € (79) Cash flows from operating activities 1,024 of which impairments and reversals of impairments (until September 9, 2018) (158) 829 760 (61) (41) 768 719 € 0.83 0.78 Income taxes Income after income taxes of which attributable to noncontrolling interests Net income Earnings per share from discontinued operations Amortization of intangible assets and depreciation of property, plant and equipment (until September 30, 2018) 617 Cash flows from investing activities Cash flows from financing activities Total The values for the disposal groups are presented in the following table. Other comprehensive income included minus €1,174 million for the oil and gas disposal group as of December 31, 2018. The paper and water chemicals business disposal group did not contribute to other comprehensive income. Other receivables and miscellaneous assets Noncurrent assets Inventories Accounts receivable, trade Other receivables and miscellaneous assets Marketable securities Cash and cash equivalents Current assets Assets of the disposal group Deferred tax liabilities Financial indebtedness Other liabilities Noncurrent liabilities Accounts payable, trade Provisions Tax liabilities Financial indebtedness On May 3, 2018, BASF and Solenis announced that they had signed an agreement on the combination of BASF's paper and water chemicals business with Solenis. The relevant assets and liabilities were reclassified to a disposal group. No impairments were recog- nized for the disposal group for the paper and water chemicals business on the date of reclassification to "hold to sell" or at the end of the reporting period. The business was allocated to the Performance Chemicals division until the transaction closed on January 31, 2019. Groups of assets and liabilities held for sale (disposal groups) The carrrying amounts of the balance sheet items of the discontin- ued operations are presented in the following table "Disposal groups as of December 31, 2018." Deferred tax assets Balance sheet 2018 2017 Goodwill 1,554 1,835 Other intangible assets Current liabilities (1,011) Property, plant and equipment (346) (387) Investments accounted for using the equity method Other financial assets 197 528 (920) 40 Non-material joint ventures accounted for using the equity method (BASF interest) 634 (1) 0.0 1 0.0 8 0.0 (6) - 0.0 (17) 0.1 (6) 0.0 (6) 0.0 BASF Report 2018 203 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 2.2 Joint Operations 0.0 0.0 (6) 0.0 Total equity and liabilities Other financial obligations 2017 2018 Million € % Million € % 2 0.0 2 0.0 - 2 (7) 0.0 79 0.4 1 0.0 0.0 (8) 0.0 (1) 0.0 (6) 0.0 of which financial indebtedness Proportionally consolidated joint operations include, in particular: Ellba C.V., Rotterdam, Netherlands, which is jointly operated with Shell for the production of propylene oxide and styrene monomer AO Achimgaz, Novy Urengoy, Russia, which is jointly operated with Gazprom for the production of natural gas and condensate and is part of the discontinued oil and gas business BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is jointly operated with The Dow Chemical Company for the production of propylene oxide BASF holds a 50% share in each of these companies and controls them jointly with the respective partner. The companies sell their products directly to the partners. The partners ensure ongoing financing of the companies by purchasing the production. The companies were therefore classified as joint operations in accordance with IFRS 11. 2,042 2,162 1,691 1,756 29 124 28 122 322 282 92 30 2,042 2,162 2,764 2,761 206 207 5 5 9 6 112 159 343 231 201 908 932 A majority of the activities in the discontinued oil and gas business are conducted through joint activities and not in separate compa- nies. This primarily relates to activities in Germany, Norway and Argentina, which are reported as joint operations pursuant to IFRS 11. 2.3 Joint ventures and associated companies BASF has a shareholding in a material joint venture. BASF-YPC Company Ltd., Nanjing, China, is operated by BASF together with its partner, Sinopec, at the Verbund site in Nanjing. BASF's share equals 50%. Financial information on BASF-YPC Company Ltd., Nanjing, China (100%) Million € Balance sheet Noncurrent assets Current assets of which marketable securities, cash and cash equivalents Assets Equity Noncurrent liabilities of which financial indebtedness - Current liabilities Total equity and liabilities Statement of income Sales revenue Depreciation and amortization Interest income Interest expenses Income taxes Income after taxes 2018 2017 1,110 1,254 of which financial indebtedness 473 Current liabilities Noncurrent liabilities - 22 acquired companies with headquarters in Europe (11; one of those is in Germany), North America (two), South America, Africa, Middle East (six) and Asia Pacific (three) - three newly established companies with headquarters in Europe (two; none of which in Germany) and Asia Pacific (one) 17 companies that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements in Europe (five; two of those in Germany), North America (eight), South America, Africa, Middle East (two) and Asia Pacific (two) Of the 42 companies that were consolidated in the Consolidated Financial Statements for the first time in 2018, 35 companies were included for the first time due to the addition of significant parts of Bayer's seed and non-selective herbicide business (13) and its vegetable seed business (22) as acquired, new or initially consoli- dated entities. - Three companies with headquarters in Europe that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements Although BASF does not hold majority shares in ZAO Gazprom YRGM Trading, whose assets and liabilities are part of the disposal group, BASF is entitled to the earnings of the company due to profit distribution arrangements. As a result, the company is fully consoli- dated in the Group Consolidated Financial Statements. Scope of consolidation A list of the companies included in the Consolidated Financial Statements and a list of all companies in which BASF SE has a shareholding as required by section 313(2) of the German Commercial Code (HGB) is provided in the list of shares held. For more information, see Note 3 on page 211 For more information, see basf.com/en/corporate governance South America, Europe of which Germany North America Africa, Asia Pacific Middle East 2018 2017 As of January 1 153 56 43 71 First-time consolidations in 2018 comprised: In 2018, a total of 331 companies were included, either partly or wholly, in the scope of consolidation for the Consolidated Financial Statements (2017: 294). Of these, 42 companies were first-time consolidations (2017: 10). Since the beginning of 2018, a total of five companies (2017: 10) were deconsolidated due to divestiture, merger, liquidation or immateriality. 2.1 Changes in scope of consolidation 2 Scope of consolidation About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes The assumptions regarding the long-term development of oil and gas prices are significant for impairment tests in the discontinued oil and gas business. The internal company projections are based on an empirical analysis of global oil and gas supply and demand. Short-term estimates up to three years also consider the current prices on active markets or forward transactions. In long-term estimates, assumptions were made regarding factors such as inflation, production quantities and costs as well as energy efficiency and the substitution of energy sources. Using external sources and reports, the oil and gas price estimates were regularly checked for plausibility. A valuation model based on a field-related valuation approach is used for the Exploration & Production unit in the discontinued oil and gas business. This takes into account the expected cash flows as well as the tax payments in the individual countries. The period under consideration includes the planned license terms and the production profiles of the included oil and gas fields. Furthermore, instead of using a single weighted average cost of capital rate, the country risk and the specific tax rate is considered in each case; this leads to a more precise calculation of the recoverable amount. Allowing for these parameters, the cost of capital rate after taxes varied from 6.56% to 10.63% (2017: from 7.92% to 12.85%) and before taxes from 9.62% to 30.37% (2017: from 11.32% to 36.99%). Use of estimates and assumptions in preparing the Consoli- dated Financial Statements The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations reported in the Consolidated Financial Statements depends on the use of estimates, assumptions and use of discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections. They are based on the circumstances and estimates on the balance sheet date and thus affect the amounts of income and expenses shown for the reporting periods presented. These assumptions primarily relate to the determination of discounted cash flows in the context of impairment tests and purchase price allocations; the useful lives of property, plant and equipment and intangible assets; the carrying amount of shareholdings; and the measurement of provisions for items such as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. 27 For planning purposes in 2019, BASF assumes an oil price of $70/bbl (Brent) and for gas of approximately €19/MWh (roughly $7/mmBtu). For more information, see Note 14 from page 228 onward An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impaired asset (excluding goodwill) is written down by the amount of the difference between these amounts. The goodwill impairment test is based on cash-generating units. At BASF, these largely correspond to the business units, or in individual cases the divisions. If there is a need for a valuation allowance, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for a valuation allowance, this is allocated to the remaining assets of the cash-generating unit. Goodwill impair- ments are reported under other operating expenses. BASF Report 2018 201 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Impairment tests on assets are carried out whenever certain triggering events indicate potential impairment. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. Impairment tests are based on a comparison of the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on macroeconomic trends. The weighted average cost of capital (WACC) based on the capital asset pricing model plays an important role in impairment testing. It comprises a risk-free rate, the market risk premium and the spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. of which financial indebtedness 294 of which proportionally consolidated First-time consolidations 8 8 First-time consolidations in 2017 comprised: - Five acquired companies with headquarters in Europe and North America One newly established company with headquarters in Asia Pacific One newly established company with headquarters in South America, Africa, Middle East BASF Report 2018 202 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures) Sales Noncurrent assets of which property, plant and equipment Current assets of which cash and cash equivalents Assets 2.3 2 6 of which proportionally consolidated 294 6 2 - 8 8 18 3 10 6 8 42 10 294 of which proportionally consolidated Deconsolidations 1 2 1 5 10 of which proportionally consolidated As of December 31 170 59 52 75 34 331 - Carrying amount according to the equity method as of the beginning of the year Proportional income after taxes Equity 881 Notes - In 2017, BASF acquired the following activities: Effective January 1, 2017, BASF took over the western European Construction Chemicals business from the Henkel group with the trade names ThomsitⓇ and CeresitⓇ for floor and tile-laying systems as well as sealants for professional users. This strengthened BASF's portfolio in the construction chemicals business of the PCI Group, which belongs to the Construction Chemicals division. - On February 7, 2017, BASF acquired the formerly private company, Rolic AG, headquartered in Allschwil, Switzerland. The company develops and sells ready-to-use formulations and functional film products for the display and security documents as well as barrier materials and films. With the acquisition, BASF broadened its technology know-how and product portfolio of display materials. The largest part of the activities was integrated into the Dispersions & Pigments division and a smaller part into the Coatings division. On May 24, 2017, BASF acquired ZedX Inc., Bellefonte, Pennsylvania. The company develops agronomic weather, crop and pest models that can rapidly translate data into insights for more efficient agricultural production. The integration of the business into the Agricultural Solutions division strengthens BASF's activities in the area of digital agriculture. On September 4, 2017, BASF completed the acquisition of GRUPO Thermotek, a leading manufacturer of waterproofing systems in Mexico with headquarters in Monterrey, Mexico. The acquisition strengthened the Construction Chemicals division's sales channels and its product portfolio, especially in Mexico. The transaction includes trademarks such as ThermotekⓇ and Chovatek®. 5 Supplementary Information Oil and Gas Business 6 Overviews The purchase prices for businesses acquired in 2018 and the purchase price adjustments for acquisitions from 2017 totaled €7,600 million. Payments amounted to €7,431 million in 2018. The purchase price allocations were carried out in accordance with IFRS 3. Goodwill resulted in the amount of €1,261 million. Effects of acquisitions and changes in the preliminary purchase price allocations Goodwill Other intangible assets Property, plant and equipment Financial assets 2018 2017 Million € %1 The following overview shows the effects of acquisitions in 2018 and 2017 on the Consolidated Financial Statements. When acquisitions resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 9 636 18 58 5 57 138 774 The purchase price allocations consider all the facts and circum- stances prevailing as of the respective dates of acquisition that were known prior to the preparation of these Consolidated Financial Statements. In accordance with IFRS 3, should further facts and circumstances become known within the 12-month measurement period, the purchase price allocation will be adjusted accordingly. Goodwill of €1,253 million resulted in particular from sales synergies. The businesses acquired from Bayer contributed €586 million to sales and minus €256 million to income from operations in 2018. If Bayer's businesses and assets had been included in BASF's Consolidated Financial Statements for the first time as of January 1, 2018, sales revenue would have totaled €2,027 million and income from operations minus €129 million. This pro forma data serves the purpose of comparability; it does not necessarily provide the values that would have resulted had the transaction occurred as of Janu- ary 1, 2018. Furthermore, they are not a forecast of future develop- ments or results. The majority of total goodwill is tax deductible. Wintershall Middle East GmbH acquired a 10% stake in Abu Dhabi National Oil Company's (ADNOC) Ghasha concession in the United Arab Emirates (UAE) on November 25, 2018. The Hail, Ghasha, Dalma and other ultra-sour gas and condensate fields are located in the Al Dhafra region off the coast of the Golf Emirate. The acquisition in the discontinued oil and gas business marks Wintershall's entry into natural gas and condensate production in Abu Dhabi. Total purchase price 7,421 BASF Report 2018 206 About This Report 1 To Our Shareholders Million € %1 1,261 13.7 1,324 3.1 18 0.1 of which cash and cash equivalents 69 3.0 5 0.1 Assets 8,356 9.7 261 0.3 Other noncurrent assets Equity 10 Current assets 353 0.5 16.2 97 1.0 4,279 58.3 138 3.3 1,425 6.9 8 3 0.1 67 2.1 (3) (0.1) Noncurrent assets 7,032 243 879 240 8,195 2.4 Acquisitions and divestitures Acquisitions In 2018, BASF acquired the following activities: · On March 7, 2018, BASF closed the agreement to form BASF TODA America LLC (BTA), Iselin, New Jersey, for battery materials. BTA is a cooperative venture between BASF and TODA; BASF holds a majority share in and control over BTA. With the Battle Creek site in Michigan and the site contributed by BASF in Elyria, - Ohio, the new company took over production of high energy cathode active materials for e-mobility applications. The transac- tion strengthens the Catalysts division's battery materials busi- ness. 3 This item includes effects from discontinued operations in the amount of €87 million in 2018 (€178 million in 2017). 4 In 2018, the amount of €1,613 million was transferred to the assets of the oil and gas disposal group. On August 1, 2018, BASF closed the acquisition of a range of businesses and assets from Bayer to complement its own activities in crop protection, biotechnology and digital farming. At the same time, the transaction marked BASF's entry into the seeds, non-selective herbicides and nematicide seed treatments businesses. The assets acquired included Bayer's global glufosinate-ammonium business, commercialized under the Liberty, Basta® and Finale® trademarks, as well as its seed businesses for key field crops in selected markets. The transac- tion also covered Bayer's trait research and breeding capabilities for these crops. BASF acquired the manufacturing sites for glufosinate-ammonium production and formulation in Germany, the United States and Canada, seed breeding facilities in the Americas and Europe as well as trait research facilities in the United States and Europe. BASF also closed the acquisition of Bayer's global vegetable seeds business, which mainly operates under the trademark NunhemsⓇ, on August 16, 2018. The acquired vegetable seed business comprises 24 crops and about 2,600 varieties. It also includes R&D breeding systems with more than 100 breeding programs in over 15 cultures. This strengthens BASF's Agricultural Solutions division. The purchase price amounted to a total of €7.4 billion and may be subject to further purchase price adjustments. BASF Report 2018 205 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements The following table provides the preliminary fair values of the assets and liabilities acquired from Bayer. 2,327 (1) 803 Capital measures/dividends/changes in the scope of consolidation/other adjustments² Other adjustments to income and expenses³ (1,054) 528 Carrying amount according to the equity method Other adjustments to income and expenses¹ (24) (12) as of the end of the year Carrying amount according to the equity 553 1,509 method as of the end of the year 1 This item includes accumulated effects from the discontinued business in the amount of €12 million in 2018 (€70 million in 2017). 2 In 2018, the amount of €939 million was transferred to the assets of the oil and gas disposal group. The material associated company in 2017, Joint Stock Company Achim Trading, Moscow, Russia (BASF interest: 18.01%, economic share: 25.01%), was transferred to the assets of disposal groups. Non-material associated companies accounted for using the equity method include, in particular: 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Preliminary purchase price allocation for the acquisition of assets and liabilities from Bayer Million € Goodwill Provisions Tax liabilities Financial indebtedness Other liabilities Current liabilities Total liabilities Fair values as of date of acquisition 1,253 4,285 1,404 65 2 7,009 887 61 169 69 1,186 Accounts payable, trade 34 Noncurrent liabilities Financial indebtedness Other intangible assets. Property, plant and equipment Investments accounted for using the equity method Other financial assets Deferred taxes Other receivables and miscellaneous assets Noncurrent assets Inventories Accounts receivable, trade Other receivables and miscellaneous assets Marketable securities Cash and cash equivalents Current assets Total assets Provisions for pensions and similar obligations Other provisions Deferred taxes Other liabilities (735) (1,650) Carrying amount according to the equity method as of the beginning of the year BASF Huntsman Shanghai Isocyanate Investment B.V., Arnheim, Netherlands (BASF interest: 50%) Non-material associated companies accounted for using the equity method (BASF interest) 2018 2017 11 (31) 2018 2017 2,327 2,943 Carrying amount according to the equity method as of the beginning of the year Proportional income after taxes³ 115 151 1,509 823 Proportional income after taxes¹ Noncurrent liabilities Capital measures/dividends/changes in the scope of consolidation/other adjustments4 170 122 Total comprehensive income (27) ·Yara Freeport LLC, Wilmington, Delaware (BASF interest: 32%) · CIMO Compagnie industrielle de Monthey S.A., Monthey, Switzerland (BASF interest: 50%) 16 126 Total comprehensive income Proportional change of other comprehensive income Proportional change of other comprehensive income 197 106 120 Stahl Lux 2 S.A., Luxembourg (BASF interest: 16.6%) is classified as an associated company as BASF can exercise significant influence over the company due to the fact that its approval is required for certain relevant board resolutions Million € (179) 236 Proportional change of other comprehensive income (6) (59) 165 177 Total comprehensive income Capital measures/dividends/changes in the scope of consolidation/other adjustments (197) (179) (197) Million € of which dividends Other adjustments to income and expenses Carrying amount according to the equity method as of the end of the year 847 5 Supplementary Information Oil and Gas Business 6 Overviews - Heesung Catalysts Corporation, Seoul, South Korea, which is operated jointly with the partner Heesung (BASF interest: 50%) N.E. Chemcat Corporation, Tokyo, Japan, which is operated jointly with the partner Sumitomo Metal Mining Co. Ltd. (BASF interest: 50%) - Non-material joint ventures accounted for using the equity method include, in particular: W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany, (BASF interest: 50%), a material joint venture in 2017, was reclassified to assets of disposal groups. Notes 879 4 Consolidated Financial Statements 171 2 Management's Report 1 To Our Shareholders About This Report 204 BASF Report 2018 3 Corporate Governance of which Germany Europe North America Asia Pacific Africa, Middle East 14,646 26,546 6,965 16,143 South America, BASF Group Share 250 Location of customer Million € Regions 2018 Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 5,340 1 To Our Shareholders Sales 62,675 % 42.3 585 4,461 3,674 5,317 2,203 1,444 122 289 637 20,780 847 4,416 6,286 6,357 9,231 16,554 466 1,499 7,308 372 3,874 10,735 2,031 3,750 1 The sum of sales including interregional transfers for all the regions can differ from the sum of sales including intersegmental transfers for all the segments, as the segments are viewed globally, and therefore shipments and services between regions within the same segment are not classified as transfers. BASF Report 2018 216 About This Report 1 To Our Shareholders 2 Management's Report 990 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Regions 2017 1,180 Million € Location of customer Sales Share Location of company Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 479 7,281 5,339 13,886 16,659 18,113 28,502 Additions to intangible assets and property, plant and equipment (including acquisitions) investments accounted for using the equity method property, plant and equipment of which intangible assets Assets Income from operations Income from companies accounted for using the equity method Sales including interregional transfers1 Sales Location of company 100.0 8.5 23.4 25.8 11.1 3,628 86,556 62,675 24,083 13,576 22,079 23,739 45,562 6,033 201 1,820 802 1,140 3,210 269 233 0 10 36 73,844 4,006 14,872 19,161 35,805 3 Corporate Governance 35,243 Sales including interregional transfers1 6 Functional costs Under the cost of sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumulated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. For more information on other operating expenses, see Note 8 from page 220 onward 7 Other operating income Other operating income Million € Income from the adjustment and release of provisions recognized in other operating expenses Revenue from miscellaneous activities 2018 2017 86 73 158 168 Income from foreign currency and hedging transactions as well as from the measurement of LTI options Income from the translation of financial statements in foreign currencies 412 177 7 32 Selling expenses primarily include marketing and advertising costs, freight costs, packaging costs, distribution management costs, commissions and licensing costs. Selling expenses Cost of sales includes all production and purchase costs of the company's own products as well as merchandise that has been sold in the period, particularly plant, energy and personnel costs. Cost of sales 1,569 1,815 Notes 775 36 65 24 3 284 88 996 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 0.83 € from continuing and discontinued operations diluted diluted from discontinued operations € 0.78 4.28 4.29 € ww 5.84 918,479 918,479 5.83 General administrative expenses € 0.78 2 Management's Report 1 To Our Shareholders About This Report 218 BASF Report 2018 of the issue of "plus" shares amounted to €0.01 in 2018 (2017: €0.01). 0.83 share program. This applies regardless of the fact that the necessary shares are acquired on the market by third parties on behalf of BASF and that there are no plans to issue new shares. The dilutive effect 6.61 6.62 5.11 5.12 € € In accordance with IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares that will be granted in the future as part of BASF's "plus" 1.000 General and administrative expenses primarily include the costs of the central units, the costs of managing business units and divisions, and costs of general management, the Board of Executive Directors and the Supervisory Board. Research and development expenses include the costs resulting from research projects as well as the necessary license fees for research activities. 353 Amortization, depreciation and impairments of noncurrent assets Costs from miscellaneous revenue-generating activities Expenses from foreign-currency and hedging transactions as well as from the measurement of LTI options Losses from the translation of financial statements in foreign currencies Losses from divestitures and the disposal of noncurrent assets Expenses from the addition of valuation allowances for business-related receivables Expenses for derecognition of obsolete inventory Other Other operating expenses 72 221 151 155 166 130 40 49 36 Expenses arose from environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization pursuant to IFRS. Expenses for demolition, removal and project planning totaled €245 million in 2018 and €252 million in 2017. In both years, these mainly related to the Ludwigshafen site. Further expenses of €55 million in 2018 and €54 million in 2017 arose from the addition were incurred for restructuring measures in the Care Chemicals division in 2018 and €12 million in the previous year. Additionally, expenses were recognized in the amount of €17 million in connec- tion with global restructuring measures in the Coatings division in 2018. Expenses were recognized in the Catalysts division in the amount of €16 million due largely to the restructuring of the global emissions catalysts business and the restructuring of the licensed battery materials business. Restructuring expenses resulted from site closures in North America in the amount of €13 million and from outsourcing computer centers in the amount of €11 million in 2018. In the previous year, expenses of €15 million were incurred in the Construction Chemicals division for restructuring in Europe, and €27 million for the outsourcing of computer centers. Further expenses in the amount of €20 million Expenses from restructuring and integration measures in 2018 were mainly expenses in the amount of €99 million for the integration of significant parts of Bayer's seed and non-selective herbicide business as well as its vegetable seed business, which were acquired in August 2018. These expenses totaled €10 million in the previous year. In both years, expenses also arose in connection with the preparation of the acquisition of Solvay's global polyamide business and the acquisition of global surface technology provider, Chemetall, in 2016. 2,582 2,365 343 919 220 246 70 70 77 106 822 Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization 359 412 Reversals of impairment losses on noncurrent assets totaled €3 million in 2018 (2017: €24 million). Gains on divestitures and the disposal of noncurrent assets related in the amount of €21 million to the sale of the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria in 2018 and in the amount of €195 million to the transfer of the leather chemicals business to the Stahl group in 2017. Income of €14 million resulted from real estate divestitures in several countries (2017: €72 million). Income from the translation of financial statements in foreign currencies contained gains from the translation of companies whose local currency is different from the functional currency. provisions for the long-term incentive (LTI) program in the amount of €262 million (2017: income of €67 million). Income from foreign currency and hedging transactions as well as from the measurement of LTI options pertained to the foreign currency translation of receivables and payables as well as of currency derivatives and other hedging transactions. Of material significance in 2018 was income recorded from the release of Revenue from miscellaneous activities primarily included income from rentals, catering operations, cultural events and logistics services. BASF Report 2018 For more information, see Note 8 from page 220 onward Other operating income Other Income from the reversal of valuation allowances for business-related receivables Reversals of impairment losses on noncurrent assets Gains on divestitures and the disposal of noncurrent assets For more information on research and development expenses by segment, see Note 4 from page 211 onward Income from the adjustment and release of provisions recog- nized in other operating expenses was largely related to risks from lawsuits and damage claims, closures and restructuring measures, employee obligations, and various other individual items as part of the normal course of business. Provisions were reversed or adjusted if, based on the circumstances on the balance sheet date, utilization was no longer expected, or expected to a lesser extent. Research and development expenses 219 1 To Our Shareholders Restructuring and integration measures 2017 2018 Million € Other operating expenses 8 Other operating expenses About This Report Further income resulted from refunds and compensation payments in the amount of €569 million in 2018 and €447 million in 2017. In 2018, these mainly included insurance refunds for the damages caused by the fires at the citral plant in Ludwigshafen, Germany and at the North Harbor in Ludwigshafen, Germany, for which there were insurance refunds in 2017 as well. Moreover, income in both years was related to gains from precious metal trading, refunds of consumption taxes and a number of additional items. Income from the reversal of valuation allowances for busi- ness-related receivables resulted both from the reversal of valuation allowances for settled customer receivables for which a valuation allowance had been recorded previously as well as from adjusted expectations regarding default on individual customer receivables. Notes 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Other income included government grants and government assistance from several countries amounting to €43 million in 2018 and €26 million in 2017. These were primarily due to grants for research projects and regional business development in China. 6,078 4,707 million € 72,237 23 5 9 291 323 4,090 1,838 1,236 2,209 52 7,587 43,924 24,631 16,201 13,547 5,096 3,153 25,258 1,764 4,337 5,281 7,019 61,223 13,876 500 1,499 4,428 2,736 7,167 78,768 13,594 3,583 3,890 14,534 18,570 26,507 BASF Group Asia Pacific Africa, Middle East North America of which Germany Europe 7,159 South America, investments accounted for using the equity method property, plant and equipment of which intangible assets Assets Income from operations Income from companies accounted for using the equity method Additions to intangible assets and property, plant and equipment (including acquisitions) 989 15,357 5,016 24,452 About This Report 13,658 15,937 18,663 28,045 14,343 100.0 23.4 25.1 11.7 43.3 % 61,223 8.2 115 1,447 4,715 million € of which noncontrolling interests 760 829 million € 5,359 61 3,939 233 211 million € 5,592 4,150 million € million € Income after taxes from discontinued operations 41 million € 274 272 million € diluted from continuing operations Earnings per share Income after taxes and noncontrolling interests from discontinued operations Income after taxes Weighted average number of outstanding shares of which noncontrolling interests 6,352 4,979 million € 719 768 Income after taxes and noncontrolling interests Sales Income after taxes and noncontrolling interests from continuing operations Income after taxes from continuing operations 1 Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 4,202 276 516 1,011 The sum of sales including interregional transfers for all the regions can differ from the sum of sales including intersegmental transfers for all the segments, as the segments are viewed globally, and therefore shipments and services between regions within the same segment are not classified as transfers. 1,234 4,364 240 711 958 1,228 2,455 2,399 of which noncontrolling interests In the United States, sales to third parties in 2018 amounted to €14,775 million (2017: €13,909 million) according to location of companies and €14,062 million (2017: €13,127 million) according to location of customers. In the United States, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €12,958 million compared with €9,279 million in the previous year. BASF Report 2018 2017 2018 Earnings per share 5 Earnings per share Notes to the Statement of Income Notes In China, sales to third parties in 2018 amounted to €7,595 million (2017: €5,976 million) according to location of companies and €6,731 million (2017: €6,676 million) according to location of customers. In China, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €4,162 million compared with €4,206 million in the previous year. 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 217 5 Supplementary Information Oil and Gas Business 215 214 1 Other includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued oil and gas business. For more information, see Note 2.5 from page 209 onward. Additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued oil and gas business, also included in Other, amounted to €988 million in 2017. 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Income from operations (EBIT) of Other Million € 2017 Income from operations of Other increased by €200 million year on year from minus €691 million to minus €491 million. The costs for cross-divisional corporate research increased by €35 million to €414 million, and the costs of corporate headquarters were €25 million higher at €249 million. Income from other businesses fell by €43 million to €38 million. The line item foreign currency results, hedging and other measurement effects increased by €239 million to €327 million. This was due to an increase of €195 million to €262 million from the release of provisions for the LTI program. The line item miscellaneous income and expenses amounted to minus €193 million compared with minus €257 million in the previous year. Assets of Other Million € 2018 Costs for cross-divisional corporate research (414) (379) Costs of corporate headquarters (249) (224) Other businesses About This Report 38 213 1 Indications and sectors are given for the Agricultural Solutions segment, which comprises just one operating division. 7,706 21,435 20,745 2,287 2,357 2,436 2,371 670 663 463 305 300 Agricultural Solutions 6,156 5,696 Other 2,771 2,234 BASF Group 62,675 61,223 BASF Report 2018 81 Foreign currency results, hedging and other measurement effects 327 2,134 2,007 570 606 Deferred tax assets 2,342 2,118 Cash and cash equivalents/marketable securities Defined benefit assets 2,644 6,547 63 70 Other receivables/prepaid expenses 1,902 2,328 Operating assets of the former Oil & Gas segment (2017) and of the oil and gas business disposal group (2018)1 Other assets of the oil and gas business disposal group¹ Assets of Other 12,570 11,967 1,518 23,743 25,643 1 For more information, see Note 2.5 from page 209 onward Assets of businesses included in Other Financial assets 2017 Dec. 31, Dec. 31, 2018 88 Miscellaneous income and expenses Income from operations of Other (193) (491) (257) (691) Segments 2018 Million € Sales Intersegmental transfers 7,654 Sales including transfers Income from companies accounted for using the equity method Income from operations Assets of which goodwill Liabilities other intangible assets property, plant and equipment investments accounted for using the equity method Additions to intangible assets and property, plant and equipment (including acquisitions) Amortization and depreciation of intangible assets and property, plant and equipment of which impairments and reversals of impairments Research and development expenses Chemicals Performance Products Functional Materials & Solutions Agricultural Solutions 3,969 2,412 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Until the end of 2018, the Functional Materials & Solutions segment bundled industry and customer-specific system solutions, services and innovative products, especially for the automotive, electronics, chemical and construction sectors, as well as applica- tions for household, sports and leisure. An in-depth understanding of applications, the development of innovations in close cooperation with customers, and adaptation to different regional needs were key success factors. The segment was made up of the Catalysts, Construction Chemicals, Coatings, and Performance Materials divisions. The divisions of this segment were allocated to two new segments as of January 1, 2019: - The new Materials segment consists of the Performance Materials division and the Monomers division, formerly pertaining to the Chemicals segment. This segment offers advanced materials and their precursors for new applications and systems. Its product portfolio includes isocyanates and polyamides as well as inorganic basic products and specialties for plastics and plastics processing in various industries. The new Surface Technologies segment comprises the Catalysts, Coatings and Construction Chemicals divisions. It offers a platform for chemical surface solutions. Its product spectrum includes catalysts and battery materials for the automotive and chemical industries, surface treatments, colors and coatings as well as cement modifications and construction materials. The Agricultural Solutions segment comprises the Agricultural Solutions division, which was previously known as Crop Protection and was renamed after the acquisition of significant businesses from Bayer and the associated expansion of its portfolio. As an integrated provider of crop protection and seeds, Agricultural Solutions will continue to grow, primarily organically through innovation, and through targeted portfolio enhancement. Its portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. Further- more, Agricultural Solutions offers farmers innovative solutions, in- cluding those based on digital technologies, combined with practical advice. Activities that are not allocated to any of the continued operating divisions continue to be recorded under Other. These include other businesses such as commodity trading, engineering and other services, rental income and leases, steering the BASF Group by corporate headquarters, and cross-divisional corporate research. Cross-divisional corporate research, which includes plant biotechnology research, works on long-term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies, which are of central importance for the divisions. Earnings from currency translation that are not allocated to the segments are also reported under Other, as are earnings from the hedging of raw materials prices and foreign currency exchange risks. Furthermore, gains and losses from the long-term incentive (LTI) program are reported here. Discontinued operations and all remaining activities after divestiture not previously reported under Other are reported under Other as of January 1, 2019. The latter includes, for example, participating interests accounted for using the equity method or supply obliga- tions assumed in the context of divestitures. Reclassification affects the remaining activities for the leather and textile chemicals business, previously recorded in the Performance Products segment, and the remaining activities for the industrial coatings business, previously recorded in the Functional Materials & Solutions segment. Further- more, the following will also be reported here in the future: remanent fixed costs resulting from organizational changes or restructuring; function and region-related restructuring costs not allocated to a division; idle capacity costs from internal human resource platforms. Since the signing of the binding agreement between BASF and LetterOne to merge their oil and gas activities, the former Oil & Gas division has been reported as a discontinued oil and gas business. The segment of the same name was dissolved. The assets and liabilities of the oil and gas business were reclassified to a disposal group as of the end of the third quarter of 2018. Since then, they are included in Other. The oil and gas business focuses on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East. It benefits from strong partnerships and its technological expertise. In Europe, it is also active in the transport of natural gas together with its Russian partner Gazprom. For more information on the discontinued oil and gas business, see Note 2.5 from page 209 onward The same accounting rules are used for segment reporting as those used for the Group, which are presented in Note 1. Transfers between the segments are generally executed at adjusted market-based prices, taking into account the higher cost efficiency and lower risk of intragroup transactions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. Assets not used by the segments are reported under Other. BASF Report 2018 212 About This Report About This Report 1 To Our Shareholders 211 - The new Nutrition & Care segment combines the Care Chemi- cals and Nutrition & Health divisions. This segment produces ingredients for consumer products in the area of nutrition, clean- ers and personal care. Its customers include food and feed producers as well as the pharmaceutical, cosmetics, and the detergent and cleaner industries. BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 3 BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB) The list of consolidated companies and the complete list of all companies in which BASF SE holds shares as required by section 313(2) HGB and information on the exemption of subsidiaries from accounting and disclosure obligations are an integral component of the audited Consolidated Financial Statements submitted to the electronic Federal Gazette (Bundesanzeiger). The list of shares held is also published online. For more information, see basf.com/en/corporate governance 4 Reporting by segment and region In 2018, BASF's business was conducted by 13 divisions in five segments until a binding agreement between BASF and LetterOne was signed on September 27, 2018, to merge their oil and gas activities; from that date until the end of the year, business was conducted by 12 divisions in four segments. The divisions are allo- cated to the segments based on their business models. BASF adjusted its segment structure as part of its updated strategy. The changes effective as of January 1, 2019, affect all segments except the Agricultural Solutions segment. Since then, the 12 divi- sions are allocated to six segments. The composition of a number of divisions has changed as well. The propylene oxide and propylene glycol business will be transferred from the Petrochemicals division to the Monomers division. The superabsorbents business will be allocated to the Petrochemicals division rather than the Care Chem- icals division. The styrene, polystyrene and styrene-based foams business, which previously fell mainly under Performance Materials and a small part under Other, will be bundled in Petrochemicals. The new segment structure will enable an even more differentiated steering of the businesses, taking into account market-specific requirements and the competitive environment. It will further increase the transparency of the segments' results and highlight the impor- tance of the Verbund and value chains to business success. The aggregation of the segments based on business models reflects the divisions' focal points, their customer groups, the focus of their innovations, their investment relevance and sustainability aspects. The Chemicals segment comprises the classic chemicals business with basic chemicals and intermediates. It continues to form the core of BASF's Production Verbund and contributes to the organic growth of BASF's key value chains. Customers include the chemical and plastics industries as well as internal outlets. The segment's competitiveness will be augmented through technological leader- ship and operational excellence. The Chemicals segment was composed of the Petrochemicals, Monomers and Intermediates divisions until December 31, 2018. As of January 1, 2019, the Monomers division is allocated to the new Materials segment. The Performance Products segment consisted of the Disper- sions & Pigments, Care Chemicals, Nutrition & Health and Perfor- mance Chemicals divisions until the end of 2018. They focus on tailor-made solutions enabling customers to improve the application properties of their products and optimize production processes, for example. Close customer contact and meeting the demanding requirements of a wide range of industries were crucial to business success. The divisions in this segment were separated into two segments as of January 1, 2019. - The new Industrial Solutions segment comprises the Dispersions & Pigments division and the Performance Chemicals division. This segment develops and markets ingredients and additives for industrial applications such as polymer dispersions, pigments, resins, electronic materials, antioxidants and admix- tures. Its customers come from key industries such as automo- tive, plastics and electronics. BASF Report 2018 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 6,904 6,389 6,464 6,963 3,133 2,979 16,501 16,331 5,292 5,398 4,913 5,079 1,696 1,844 3,911 3,896 15,812 16,217 7,469 6.658 2,456 Seeds & Traits Functional Crop Care Insecticides Herbicides 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Sales by operating division¹ Million € 2018 2017 Petrochemicals Monomers Intermediates 3,856 Chemicals Care Chemicals Nutrition & Health Performance Chemicals Performance Products Catalysts Construction Chemicals Coatings Performance Materials Functional Materials & Solutions Fungicides Dispersions & Pigments BASF Report 2018 16,501 15,812 498 257 (1) 49 18 323 Income from operations 4,208 1,510 1,545 1,015 (691) 7,587 Assets 13,233 14,432 17,364 8,096 25,643 78,768 of which goodwill 56 Income from companies accounted for using the equity method 2,078 1,843 507 16,217 20,745 5,696 2,234 BASF Group 61,223 6,063 506 805 36 (3) 7,407 22,394 16,723 21,550 5,732 2,231 68,630 Research and development expenses 128 395 431 382 3,718 1,929 1,572 27,979 44,012 1,149 800 1,056 185 1,174 4,364 1,166 917 706 267 1,146 4,202 of which impairments and reversals of impairments 129 53 28 2 (72) 140 1,768 4,385 5,419 4,461 9,353 other intangible assets 103 1,048 2,045 208 837 4,241 property, plant and equipment investments accounted for using the equity method 16,331 7,497 4,163 1,366 7,232 25,258 369 393 2,927 4,715 Liabilities Additions to intangible assets and property, plant and equipment (including acquisitions) Amortization and depreciation of intangible assets and property, plant and equipment 5,000 6,105 Sales including transfers Sales 3,360 1,338 1,235 591 (491) 6,033 13,264 14,903 17,654 16,992 23,743 86,556 55 2,079 3,773 3,236 68 9,211 104 895 1,878 269 4,441 8 22 21,435 6,156 Other² 2,771 BASF Group 837 58 2 62,675 7,500 22,606 16,310 22,272 6,214 2,773 70,175 129 394 412 679 414 2,028 196 43 25 7,343 7,837 735 3,750 29 10 5 7 2 53 2 Other includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued oil and gas business. For more information, see Note 2.5 from page 209 onward. Until reclassification to the disposal group, additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued oil and gas business, also included in Other, amounted to €468 million in 2018. BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Segments 2017 Million € Chemicals Performance Products Functional Materials & Solutions Agricultural Solutions Other¹ 394 682 867 1,072 4,875 4,554 2,660 854 20,780 1,000 360 410 433 2,203 Intersegmental transfers 4,104 4,587 3,080 33,255 50,447 1,325 765 872 7,110 663 10,735 5,421 220 1,026 32 83 83 0 11 0 0 29 (40) Other 205 205 (53) 0 0 36 222 Tax loss carryforwards 105 738 633 (493) Deferred tax assets (liabilities) before netting Netting (613) 117 153 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 224 BASF Report 2018 1,787 2,342 555 1,185 6 (287) 117 (613) Deferred tax assets (liabilities) after netting (1,882) (1,882) 3,669 4,224 555 1,185 (287) 153 (1) 146 975 (976) 1.609 6 (1) (126) (2,464) 1,359 94 (1,265) 156 115 (272) 40 (1,184) Provisions for pensions Inventories and accounts receivable Financial assets Property, plant and equipment Intangible assets Deferred tax liabilities Deferred tax assets December 31, 2018, net (5) 4 Consolidated Financial Statements 1,091 52 Other provisions and liabilities 508 2,657 2,149 26 13 122 2 1,986 475 (39) 272 (70) (40) 38 (62) (69) 48 60 12 (1) 0 (203) 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 292 Noncontrolling interests in profits Noncontrolling interests in losses 2018 Million € Noncontrolling interests 12 Noncontrolling interests Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance (20) 2 Management's Report About This Report 225 BASF Report 2018 Tax obligations primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. Tax obligations amounted to €695 million as of Decem- ber 31, 2018 (December 31, 2017: €1,119 million). Tax liabilities Tax loss carryforwards exist in all regions, especially in South America, Asia and Europe. Tax losses in Germany may be carried forward indefinitely. In foreign countries, tax loss carryforwards are in some cases only possible for a limited period of time. The bulk of the tax loss carryforwards will expire in Europe by 2019 and in Asia by 2023. No deferred tax assets were recognized for tax loss carryfor- wards of €371 million in 2018 (2017: €804 million). Changes in valuation allowances on deferred tax assets amounted to €91 million in 2018, compared with €92 million in 2017. Of this figure, €23 million in 2018 (2017: €24 million) pertained to tax loss carryforwards. Undistributed earnings of subsidiaries resulted in temporary differences of €14,088 million in 2018 (2017: €10,490 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for an indefinite period of time. 2,731 2,118 1 To Our Shareholders Total Total 2017 8,471 8,470 Wages and salaries 2017 2018 2017 2018 Number of employees as of December 31 The number of employees in the BASF Group was distributed over the regions as follows: The increase in the number of employees is due primarily to the acquisition of significant businesses from Bayer in August 2018. As a result, the number of employees rose by more than 4,500 employees. 272 As of December 31, 2018, the number of employees rose to 122,404 employees compared with 115,490 employees as of December 31, 2017. That includes 2,017 employees in the disposal group for the oil and gas business as of December 31, 2018 (December 31, 2017: 1,985 employees). Personnel expenses Million € The BASF Group spent €10,659 million on wages and salaries, social security contributions and expenses for pensions and assistance in 2018 (2017: €10,610 million). This amount included personnel expenses from the disposal group for the oil and gas business in the amount of €276 million (2017: €268 million). The increase in personnel expenses is due primarily to the higher average number of employees resulting from the acquisition of significant parts of Bayer's business and to the higher level of wages and salaries. Particularly the year-on-year higher release of provisions for the long-term incentive (LTI) program as well as currency effects had a countereffect. Personnel expenses 13 Personnel expenses and employees For more information on noncontrolling interests in consolidated companies, see Note 21 on page 239 Following a negative earnings contribution in 2017, noncontrolling interests in profits were recorded for BASF TODA Battery Materials, LLC, Tokyo, Japan in 2018 after expansion of its production capacities. The company therefore contributed significantly to the decrease in noncontrolling interests in losses. The year-on-year decrease in noncontrolling interests in profits in 2018 was mainly due to lower TDI and MDI sales prices and margins at Shanghai BASF Polyurethane Company Ltd., Shanghai, China. 274 (25) 299 Number of employees Recognized in equity (2,501) Netting 2018 2017 2018 Deferred tax assets Tax loss carryforwards 49 10 Financial assets Million € 2,635 2017 171 Tax loss carryforwards 1,261 77 Intangible assets The regional distribution of tax loss carryforwards is as follows: Deferred tax liabilities Deferred tax assets Million € Tax loss carryforwards Deferred tax assets and liabilities 2017 Property, plant and equipment (2,501) Inventories and accounts receivable 432 82 42 Other 222 205 1,485 1,143 222 205 1,485 363 1,143 Total Tax loss carryforwards Foreign 156 1,131 Other provisions and liabilities Germany 617 2,603 Provisions for pensions 222 Europe Other January 1, 2018, Effects recognized Effects recognized net in income in equity (OCI) 1 To Our Shareholders About This Report 222 (705) (745) BASF Report 2018 Financial result (360) (337) (399) (369) (219) (209) (9) (5) Other financial result Other financial expenses Miscellaneous financial expenses Unwinding the discount on other noncurrent liabilities Net interest expense from other long-term personnel obligations (1) 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 1,072 Foreign income tax 414 386 Corporate income tax, solidarity surcharge and trade taxes (Germany) 1,506 1,255 2017 2018 Deferred tax expense (+)/income (-) (169) Taxes for prior years The BASF Group tax rate amounted to 21.5% in 2018 (2017: 18.7%). The tax rate reductions resulting primarily from the tax reform in Belgium led to deferred tax income of €17 million in 2018. The reduced tax rates resulting from the tax reforms in the United States, Belgium, France, Germany and Argentina led to deferred tax income of €426 million in 2017, of which €379 million in the United States. Changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in income of €1 million in 2018 and of €6 mil- lion in 2017. Other taxes included real estate taxes and other comparable taxes totaling €110 million in 2018 and €101 million in 2017. Tax expense In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon are levied on all distributed and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax that varies depending on the municipality in which the company is represented. Due to a constant rate of assessment for Ludwigshafen, Germany, in 2018, the weighted average trade tax rate was 14.1% (2017: 14.1%). The 30% rate used to calculate deferred taxes for German Group companies remained unchanged in 2018. The income of foreign Group companies are assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. Million € Tax expense Income taxes 11 Notes 6 Overviews Current tax expense (133) Net interest expense from underfunded pension plans and similar obligations (1) (492) 165 2017 Interest result Interest expenses Interest income Interest and dividend income from securities and loans Interest income from cash and cash equivalents Net income from shareholdings (30) (315) (42) (57) (78) (17) (24) Write-downs on/losses from the sale of shareholdings Expenses from loss transfer agreements (40) (54) Income from other shareholdings 27 Expenses from other shareholdings 1,173 2 The interest result fell by €51 million year on year, from minus €315 million to minus €366 million, as a result of higher interest expenses. The increase in interest expenses was mainly due to the higher financial debt, particularly commercial papers. (22) Write-downs on/losses from securities and loans 39 Other financial income Miscellaneous financial income Income from the capitalization of borrowing costs 37 30 2 N Net income from shareholdings decreased from minus €30 million to minus €42 million due primarily to higher expenses from loss transfer agreements. One factor was that BASF Digital Farming GmbH was included for the first time in 2018. Net interest income from overfunded pension plans and similar obligations (540) 177 174 14 160 The decline in other financial expenses was primarily attributable to interest on income taxes. is based on the discount rate and the defined benefit obligation at the beginning of the year. The net interest expense from underfunded pension plans and similar obligations decreased in comparison with the previous year as a result of the reduced net defined benefit liability as of Decem- ber 31, 2017. The net interest expense for the respective fiscal year Write-downs/losses from securities and loans increased due to higher valuation allowances on loans and to losses from fair value measurement of securities. In comparison with 2017, income from the capitalization of borrowing costs declined due to the startup of major investment projects in the United States. (366) (203) (81) (117) (18) Changes in the tax rate 0.0 (1) 0.1 5 Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests (1.2) (81) (3.8) (0.3) (203) (48) (0.7) (40) Income of companies accounted for using the equity method (Income after taxes) Taxes for prior years Nondeductible expenses 0.9 62 1.2 64 (0.3) (0.7) (19) (426) Other Deferred tax assets and liabilities 2018 Million € Deferred taxes tions between fair values and the values in the tax accounts. This primarily leads to deferred tax liabilities. Deferred taxes result from temporary differences between tax bal- ances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant devia- Notes 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders (6.2) About This Report BASF Report 2018 18.7 1,290 21.5 1,138 Income taxes/effective tax rate (0.5) (33) (0.4) (20) 223 Business combinations (0.5) 7.2 Income before income taxes Reconciliation of income taxes and the effective tax rate Other taxes as well as sales and consumption taxes Tax expense Income taxes From valuation allowances on deferred tax assets From changes in tax loss carryforwards/unused tax credits From changes in the tax rate From changes in temporary differences 1,520 1,370 230 Expected tax based on German corporate income tax rate (15%) Solidarity surcharge 232 1,138 5 (2) (426) (18) (34) (40) 239 (57) (216) 1,290 (24) German trade tax 2018 498 7.9 420 4.2 288 2.7 145 0.3 18 0.3 Foreign tax rate differential Tax-exempt income 15 1,032 15.0 794 6,882 5,288 % Million € % Million € 2017 15.0 36 75,188 Social security contributions and assistance. expenses December 31, 2018 16,554 9,211 298 58 3,529 1,463 1,995 Net carrying amount as of 3,814 0 255 94 1,046 376 2,043 As of December 31, 2018 4 1 9 4 1 Including licenses to such rights and values BASF Report 2018 229 About This Report As of January 1, 2017 Cost Million € Development of intangible assets 2017 In 2018, additions to accumulated amortization contained impairments of €4 million. This mainly pertained to impairments of non-strategic know-how, patents and production technologies in the Functional Materials & Solutions segment and, to a lesser extent, to the amortization of unused software licenses and discontinued IT projects. Reversals of impairments of €2 million included in additions to accumulated amortization had a countereffect. These related primarily to distribution rights in the Functional Materials & Solutions segment and to a higher valuation of emissions rights due to increased fair market values. Until September 30, 2018, they also included amortization of rights belonging to the Oil & Gas segment in the amount of €29 million, which were amortized in accordance with the unit of production method. Transfers to disposal groups related mainly to the reclassification of intangible assets from the oil and gas business as of Septem- ber 30, 2018 and, to a lesser extent, from the paper and water chemicals business to the disposal groups. Total Goodwill Other rights and values¹ Internally generated intangible assets 6 production technologies Product rights, licenses and trademarks Distribution, supply and similar rights Know-how, Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders patents and Currency effects (688) (128) 479 2,301 As of January 1, 2018 Accumulated amortization 9,211 553 152 4,575 1,839 4,038 954 As of December 31, 2018 5 52 21 (15) Currency effects (1,722) (35) (15) (413) (862) 201 Changes in the scope of consolidation Additions 81 124 (26) (13) (151) (370) Transfers to disposal groups (1) (1) 0 Transfers (26) 222 (1) (5) (173) Disposals 85 14 168 49 279 Additions Changes in the scope of consolidation (72) Additions from acquisitions Disposals Transfers Currency effects Transfers (178) 616 (72) (1) (53) (17) (35) Disposals As of December 31, 2017 72 166 70 298 Additions Changes in the scope of consolidation 3.927 141 229 72 882 10 435 Net carrying amount as of 1 Including licenses to such rights and values 230 13,594 9,353 189 35 925 671 2,421 4,161 124 December 31, 2017 222 954 479 2,301 (204) (17) (7) (41) (9) (130) BASF Report 2018 81 Transfers to disposal groups 2,168 Accumulated amortization 235 97 25 56 47 10 101 34 25 20 (40) 19 1 1 19,089 10,214 435 92 1,958 1,339 5,051 Currency effects 3 As of January 1, 2017 (20) (1) 17,755 9,477 411 116 1,879 1,150 4,722 As of December 31, 2017 (1,275) (806) (53) (17) (57) (317) (175) 13 (24) (178) 14 (221) (28) (79) (78) 71,653 21 1 2 Management's Report 1 To Our Shareholders About This Report BASF Report 2018 227 BASF Group's average number of employees for 2018 includes 2,021 employees from the disposal group for the oil and gas business (2017: 1,982 employees). Employees from joint operations are included in the average number of employees relative to BASF's share in the company. On average, these had a total of 492 employees (2017: 437 employees). 2,691 3,120 2,793 2,819 of which apprentices and trainees temporary staff 114,333 118,371 BASF Group 7,287 7,540 South America, Africa, Middle East 18,132 18,713 Asia Pacific 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Growth rate¹ Goodwill 2017 2018 0.74 percentage points (2017: by 0.04 percentage points) or if income from operations of the last detailed planning year - as the basis for the terminal value - were 14.39% lower (2017: 0.81% lower). 1 Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 2 Reclassification of goodwill from oil and gas business to the disposal group minus €1,572 million Goodwill as of December 31 Other cash-generating units Personal Care Ingredients in the Care Chemicals division Pigments in the Dispersions & Pigments division Surface Treatment in the Coatings division Exploration & Production² Catalysts division (excluding battery materials) Construction Chemicals division 17,871 Agricultural Solutions division Million € Goodwill of cash-generating units In 2018, the recoverable amount for Pigments exceeded the carry- ing amount by €192 million. The weighted average cost of capital rate after taxes used for impairment testing was 5.84% (2017: 6.05%). The recoverable amount would equal the unit's carrying amount if the weighted average cost of capital rate increased by After determining the recoverable amount for the cash-generating units, it was established that reasonable possible deviations from the key assumptions would not lead to the carrying amounts of 22 units exceeding their respective recoverable amounts. This is not the case for goodwill for the Pigments unit in the Dispersions & Pigments division. before taxes of between 7.0% and 8.5% (2017: between 7.13% and 11.31%). The required discounting of cash flows for impairment testing is calculated using the weighted average cost of capital rate after tax, which is determined using the capital asset pricing model. It comprises a risk-free rate, a market risk premium, and a spread for credit risk based on the respective industry-specific peer group. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash-generating unit. Impairment tests of the units were conducted assuming a weighted average cost of capital rate after taxes of between 5.83% and 6.90% (2017: between 5.69% and 8.2%). This corresponds to a weighted average cost of capital rate Annual impairment testing was performed in the fourth quarter on the basis of the cash-generating units. Recoverable amounts were determined in most cases using the value in use. This was based on plans approved by company management and their respective cash flows, generally for the next five years. For the period thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. Planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw materials prices and profit margins. Oil and gas prices are also among the main input parameters that provide the basis for the forecast of cash flows in the current financial plans. Market assumptions regarding, for example, economic develop- ment and market growth are included based on external macro- economic and industry-specific sources. BASF's goodwill is allocated to 23 cash-generating units (2017: 24), which are defined either on the basis of business units or at a higher level. 14 Intangible assets Notes to the Balance Sheet Cash-generating unit 19,051 North America 53,390 115,490 122,404 7,286 7,844 South America, Africa, Middle East BASF Group 10,610 10,659 Personnel expenses 18,256 19,303 of which apprentices and trainees Asia Pacific 730 Pension expenses 18,295 20,069 North America 1,434 1,459 54,020 55,839 of which Germany 705 Goodwill 3,174 temporary staff 54,749 of which Germany 71,043 73,067 Europe 2017 2018 Average number of employees The average number of employees was distributed over the regions as follows: Notes 3,103 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 226 Employees from joint operations are included in the number of employees as of the year-end relative to BASF's share in the company. These had a total of 526 employees (2017: 472 employ- ees). BASF Report 2018 2,550 3,226 5 Supplementary Information Oil and Gas Business Growth rate¹ 3,236 2.0% In addition to goodwill, intangible assets include acquired and internally generated intangible assets. Intangible assets include rights of the Oil & Gas segment, which are amortized using the unit of production method, until the date of reclassification to the disposal group. 24 (277) 595 4,161 20,368 264 (5) (3,047) (294) 155 Additions refer primarily to software licenses purchased or inter- nally developed software applications. Additions also include concessions for the search and production of oil and gas in Brazil. 17,755 9,477 411 116 1,879 1,150 4,722 Goodwill and values¹ Other rights intangible assets Total production technologies Additions from acquisitions amounted to €5,540 million in 2018. Key acquisitions, the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and vegetable seed busi- ness, as well as the acquisition of Toda America LLC's battery materials business led to a €1,257 million increase in goodwill. A further addition to goodwill amounting to €4 million arose from a retroactive purchase price payment for the acquisition in 2017 of GRUPO Thermotek based in Monterrey, Mexico. Further additions to intangible assets in connection with the key acquisitions mentioned above amounted to €4,279 million. These related predominantly to know-how, patents and production technologies in the amount of €2,725 million; product rights, licenses and trademarks in the amount of €1,054 million, as well as distribution, supply and similar rights in the amount of €364 million. Additions (29) 2 Transfers (6) (32) (1) (73) (8) (174) Disposals Disposals of intangible assets amounting to €294 million were largely attributable to the derecognition of fully amortized assets. The sale of shares in the Aguada Pichana Este concession in Argentina and the divestiture of the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria led to a €6 million disposal of goodwill. 5,540 136 2,725 1,054 364 Additions from acquisitions 47 36 36 35 1 1,261 21 trademarks generated 2.0% 1,490 2.0% 1,500 1.5% 389 1.5% 403 2.0% 499 1,504 2.0% 2.0% 732 2.0% 753 2.0% 1,285 2.0% 1,298 2.0% 1,929 518 licenses and 1,503 1,525 patents and Product rights, Distribution, supply and similar rights Internally Know-how, Changes in the scope of consolidation As of January 1, 2018 Cost Million € Development of intangible assets 2018 0.0-2.0% Notes 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 228 BASF Report 2018 9,353 9,211 0.0-2.0% 5 Supplementary Information Oil and Gas Business 6 Overviews 1 12 1 29 297 250 328 279 2017 2018 Associated companies of which Joint ventures Other adjustments to income and expenses Associated companies of which Joint ventures Proportional income after taxes Million € 31 Income from companies accounted for using the equity method In both years, expenses under Other included expenses for litiga- tion, for REACH, for Group management, for Corporate Citizenship, for the provision of services, and for activities related to the BASF 4.0 project. Expenses in the amount of €79 million were recognized for a product liability case in the Chemicals segment in 2017. Losses from divestitures and the disposal of noncurrent assets totaling €26 million in 2018 were related to the planned merger of the paper and water chemicals business with Solenis. Losses from portfolio measures in North America totaled €70 million last year. Further expenses of €19 million were incurred in 2017 in connection with the divestiture of the global industrial coatings business to the AkzoNobel Group in December 2016. Expenses from foreign currency and hedging transactions as well as from the measurement of LTI options related to foreign currency translation of receivables and payables as well as changes in the fair value of currency derivatives and other hedging transac- tions. In comparison with the previous year, the increase in currency translation losses was mainly due to the devaluation of the curren- cies in Argentina and Brazil. Costs from miscellaneous revenue-generating activities relate to the items presented in other operating income. For more information, see Note 7 from page 219 onward Amortization, depreciation and impairments of noncurrent assets amounted to €72 million in 2018. The impairments resulted primarily from discontinued investment projects. Impairments last year were related primarily to the Chemicals, Functional Materials & Solutions and Performance Products segments. to environmental provisions. In both years, these concerned several discontinued sites in North America. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 3 9 Income from companies accounted for using the equity method (10) For more information, see Note 7 from page 219 onward (9) Notes 10 Financial result Financial result Million € 2018 6 Overviews 22 Dividends and similar income Income from the disposal of shareholdings Income from profit transfer agreements Income from tax allocation to shareholdings 13 (5) 19 5 Supplementary Information Oil and Gas Business 4 3 Corporate Governance (4) 4 Consolidated Financial Statements (1) (1) Income from companies accounted for using the equity method 323 Income from companies accounted for using the equity method decreased by a total of €54 million in 2018 primarily due to lower earnings at BASF-YPC Company Ltd., Nanjing, China. 269 221 About This Report 1 To Our Shareholders 2 Management's Report BASF Report 2018 (1) (3) 53 2 (50) (1,154) (32) (266) (761) 931 3,586 (12) 335 Currency effects 2,878 385 Additions 14 14 (95) (194) 6,065 (310) BASF Report 2018 Changes in the scope of consolidation 233 Transfers 25,258 4,583 1,123 3,611 14,448 (1,626) 5,104 45,655 216 3,264 4,329 36,110 As of December 31, 2017 (1,956) (24) (112) Net carrying amount as of December 31, 2017 45,163 (280) 3,308 128 890 2,635 367 (1,272) (36) About This Report (17) (825) (2,945) (131) 1 7 4,020 2,285 272 450 1,292 171 15 8 231 185 (2,458) 3,711 35,655 5,969 As of January 1, 2017 Accumulated depreciation Disposals As of December 31, 2017 Currency effects Transfers (495) Disposals 4,799 4,387 7,940 50,558 11,169 (3,619) (495) (171) (563) 70,913 1 To Our Shareholders 55 3 Corporate Governance 18 Receivables and miscellaneous assets 17 Inventories Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 234 BASF Report 2018 Other shareholdings Long-term securities 606 570 Other financial assets 124 117 482 Inventories Other receivables and miscellaneous assets Million € Million € 8,507 Work in progress, finished goods and merchandise 245 782 271 224 Loans and interest receivables 3,255 3,541 453 Raw materials and factory supplies Noncurrent Current Noncurrent 2017 2018 December 31, 2017 December 31, 2018 Dec. 31, Dec. 31, Current 2017 2018 Dec. 31, As of January 1 Million € Investments accounted for using the equity method For a detailed overview of income from companies accounted for using the equity method, see Note 9 on page 221 In addition to the net income of investments accounted for using the equity method, dividend distributions and other comprehensive income of the companies, transfers included €2,552 million from the reclassification of investments accounted for using the equity method to assets of the disposal group for the oil and gas business. For one investment in the Chemicals segment accounted for using the equity method, the carrying amount was impaired by €7 million in 2018. Additions included capital increases amounting to €55 million in 2018. In 2017, additions were mainly attributable to the combination of the global leather chemicals business with the Stahl group. In this connection, BASF received a 16.6% share in Stahl Lux 2 S.A., Luxembourg. 16 Investments accounted for using the equity method and other financial assets Currency effects reduced property, plant and equipment by €1,663 million and arose mainly from the depreciation of the U.S. dollar against the euro. Transfers pertained mainly to the transfer of confirmed oil and gas deposits in the Maria field in Norway from intangible assets to machinery and technical equipment. Changes in the scope of consolidation Additions For more information on divestitures, see Note 2.4 from page 205 onward Depreciation also included impairments in the former Oil & Gas segment, which were more than offset by reversals of impairments in the same segment. These primarily concerned construction in progress. Overall, reversals of impairments in additions to accumu- lated depreciation amounted to €182 million. In 2017, impairments of €262 million were included in accumulated depreciation. These pertained largely to machinery and technical equipment and resulted primarily from the full impairment of a production plant in the Chemicals segment due to overcapacities. The recoverable amount equaled value in use, and the weighted average cost of capital rate before taxes was 10.27%. Acquisitions led to an increase in property, plant and equipment in the amount of €8 million, primarily from the acquisition of GRUPO Thermotek in Monterrey, Mexico. Government grants for funding investment measures reduced asset additions by €9 million. Additions to property, plant and equipment arising from investment projects amounted to €4,020 million in 2017. Material investments refer to the acetylene plant currently under construction as well as plants for the production of catalysts in Ludwigshafen, Germany. Additions also included the construction of an aroma ingredients complex in Kuantan, Malaysia, and the modification of production plants for plasticizers in Pasadena, Texas, which have already partly started up. Material investments were also made for the construc- tion of oil and gas facilities and wells in Europe and South America. Furthermore, investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Shanghai, China; Freeport, Texas; Geismar, Louisiana; and Port Arthur, Texas. Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements Disposals of property, plant and equipment were largely attribut- able to the sale of the bleaching clay and mineral absorbents businesses; the production site for electrolytes in Suzhou, China; the inorganic specialties business; and the leather chemicals business. 2 Management's Report Disposals Currency effects Dec. 31, Million € Other financial assets 1 This item includes effects from the discontinued oil and gas business in the amount of €99 million in 2018 (2017: €248 million). 4,715 2,203 (143) 14 120 Transfers¹ (2,571) (10) 223 1 (50) 4,647 4,715 2017 2018 Net carrying amount as of December 31 (82) 14 About This Report 71,576 1,425 77 64 634 650 Additions from acquisitions 3,615 2,528 216 Disposals 109 192 Additions 55 85 1 2 5 77 Changes in the scope of consolidation 679 70,913 (71) (171) 36 121 602 84 Currency effects (13,135) (1,883) (108) (8,170) (407) (10,899) Transfers to disposal groups (8) (1,657) 190 1,159 300 Transfers (701) (52) (245) 92 4,799 7,940 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 231 BASF Report 2018 In 2017, accumulated amortization included impairments of €67 million. This mainly pertained to impairments of non-strategic know-how, patents and production technologies in the Functional Materials & Solutions segment and exploration potential for oil and gas production in Norway. This was offset by reversals of impair- ments totaling €7 million. These related primarily to distribution rights in the Functional Materials & Solutions segment. Transfers largely concerned the confirmed oil and gas deposits in the Maria field in Norway to property, plant and equipment. Non-confirmed deposits in connection with acquired concessions are reported as intangible assets under product rights, licenses and trademarks. Disposals of intangible assets amounting to €221 million were largely attributable to the derecognition of fully amortized software as well as the sale of the production site for electrolytes in Suzhou, China, the sale of the bleaching clay and mineral adsorbents businesses, and the transfer of the global leather chemicals business to the Stahl group. Goodwill of €28 million was derecognized in connection with this. 4 Consolidated Financial Statements Concessions for oil and gas production included in product rights, licenses and trademarks had a net carrying amount of €234 mil- lion in 2017. These authorize the holder to search for and produce oil and gas in specific areas. At the end of the term of a concession, the rights are returned. Additions from acquisitions amounted to €235 million in 2017. Goodwill rose by €79 million as a result of the following key acquisitions: Rolic AG headquartered in Allschwil, Switzerland; GRUPO Thermotek headquartered in Monterrey, Mexico; Henkel group's western European construction chemicals business; and ZedX Inc. in Bellefonte, Pennsylvania. A further addition to goodwill amounting to €18 million arose primarily from a retroactive purchase price payment for the acquisition of Chemetall in the previous year. In addition to goodwill, acquired and internally generated intangible assets, intangible assets included rights belonging to the Oil & Gas segment in 2017, which were amortized in accordance with the unit of production method. As of December 31, 2017, their acquisition costs amounted to €962 million and accumulated amortization to €312 million; amortization in 2017 amounted to €41 million. Notes 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Further additions to intangible assets in connection with these transactions amounted to €138 million. These related predomi- nantly to product rights, licenses and trademarks as well as know- how, patents and production technologies. 4,387 5 Supplementary Information Oil and Gas Business Notes 50,558 11,169 As of January 1, 2018 Cost Total progress Construction in Miscellaneous equipment and fixtures the unit of pro- equipment duction method 6 Overviews technical buildings Machinery and Land, land rights and Million € production method. The following table presents the development of property, plant and equipment including these assets until the oil and gas business was transferred to the disposal group. Development of property, plant and equipment 2018 Machinery and technical equipment contained oil and gas deposits, including related wells, production facilities and further infrastructure, which were depreciated according to the unit of Property, plant and equipment 15 Of which depreciation according to Changes in the scope of consolidation Additions 814 12,156 Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders 6,979 232 BASF Report 2018 Additions to property, plant and equipment arising from investment projects amounted to €3,615 million in 2018. Investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Shanghai, China; Geismar, Louisiana; and Freeport, Texas. Material investments included the acetylene plant currently under construction as well as plants for the production of catalysts in Ludwigshafen, Germany. In addition, additions included renovations to the steam cracker and the construction of a new propane tank in Antwerp, Belgium. Other investments included the construction of oil and gas facilities and wells in Europe and South America. 20,780 1,216 9,851 5,814 Net carrying amount as of December 31, 2018 42,228 6 3,400 32,480 6,342 3,899 As of December 31, 2018 Government grants for funding investment measures reduced asset additions by €26 million. In 2018, impairments of €52 million and reversals of impairments of €1 million were included in accumulated depreciation. The impair- ments were primarily attributable to construction in progress result- ing from discontinued investment projects in North America. 5,989 4,437 7,180 49,893 11,257 Total progress equipment and Construction in fixtures Miscellaneous Acquisitions led to an increase in property, plant and equipment in the amount of €1,425 million, primarily from the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and its vegetable seed business. Of which depreciation according to technical the unit of pro- equipment duction method Land, land rights and buildings Currency effects raised property, plant and equipment by €277 mil- lion and resulted mainly from the appreciation of the U.S. dollar against the euro. Additions from acquisitions As of January 1, 2017 Cost Development of property, plant and equipment 2017 Million € Transfers related mainly to the reclassification of operation-ready assets from construction in progress to other asset categories. For more information on divestitures, see Note 2.4 from page 205 onward Disposals of property, plant and equipment included the sale of production plants for oleochemical surfactants in Mexico and the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria. Machinery and As of December 31, 2018 537 27 498 2,409 354 Additions 6 2 4 Changes in the scope of consolidation 45,655 358 216 4,329 36,110 6,065 As of January 1, 2018 Accumulated depreciation 63,008 3,905 4,616 42,331 3,264 4 34 Disposals 96 458 48 Currency effects (6,482) (196) (87) (4,923) (6,118) 3,155 (81) (10) (7) (3) Transfers (633) (52) (164) (372) (45) Transfers to disposal groups Derivatives with positive fair values 25 224 Authorization of share buybacks conversion or option rights. This authorization has not been exercised to date. In this connection, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase will only be carried out to the extent to which holders of convertible bonds, or warrants attached to bonds with warrants issued, exercise their By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized, with the approval of the Supervisory Board, to issue, on a one-off basis or in portions on more than one occasion, bearer or registered convertible bonds and/or bonds with warrants, or combinations of these instruments, with or without maturity limitations up to a nominal value of €10 billion until May 11, 2022. The notional interest in the share capital attributable to the BASF shares to be issued in connection with the debt instruments issued under this authoriza- tion may not exceed 10% of the share capital. Conditional capital The Annual Shareholders' Meeting of May 2, 2014, authorized the Board of Executive Directors, with the approval of the Supervisory Board, to increase subscribed capital by issuing new registered shares up to a total of €500 million against cash or contributions in kind until May 1, 2019. The Board of Executive Directors is authorized, with the approval of the Supervisory Board, to exclude shareholders' statutory subscription rights in the cases specified in the authorizing resolution. To date, this option has not been exercised and no new shares have been issued. BASF SE has only issued fully paid-up registered shares with no par value. There are no preferential voting rights or other restrictions. BASF SE does not hold any treasury shares. Authorized capital 19 Capital, reserves and retained earnings Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 237 BASF Report 2018 Prior to adoption of IFRS 9, impairments to trade accounts receivable were calculated using amounts past due, among other things. By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized to buy back shares until May 11, 2022, in accordance with section 71(1) no. 8 of the German Stock Corporation Act (AktG). The buyback cannot exceed 10% of the company's share capital at the time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public invitation to the shareholders to submit sales offers. This authorization has not been exercised to date. Reserves and retained earnings Capital reserves include effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. Reserves and retained earnings 1 To Our Shareholders About This Report 238 BASF Report 2018 In accordance with the resolution of the Annual Shareholders' Meeting on May 4, 2018, BASF SE paid a dividend of €3.10 per share from the retained profit of the 2017 fiscal year. With 918,478,694 qualifying shares, this represented total dividends of €2,847,283,951.40. The remaining €282,560,220.29 in retained profits was recorded under retained earnings. Payment of dividends The acquisition of shares in companies that BASF already controls or that are included in the Consolidated Financial Statements as a joint arrangement is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no transactions of this type in 2018, as in the previous year. Transfers from other retained earnings increased legal reserves by €81 million in 2018 (2017: €53 million). 34,826 The gross values for receivables from bank acceptance drafts as of December 31, 2017 were removed from the aging analysis of trade accounts receivable. 36,699 35,932 678 767 2017 December 31, December 31, 2018 Other retained earnings Retained earnings Legal reserves Million € 34,148 Payment terms are generally agreed upon individually with customers and, as a rule, are within 90 days. In 2018, valuation allowances of €128 million were recognized for trade accounts receivable, and of €117 million were reversed. In the previous year, valuation allowances of €92 million were recognized for trade accounts receivable, and of €113 million were reversed. At BASF, a comprehensive, global credit insurance program covers accounts receivable, trade. Under a global excess of loss policy, future bad debts are insured for essentially all BASF Group companies excluding joint ventures. The program has no impact on the calculation of impairments in accordance with IFRS 9. No com- pensation claims were incurred in either 2018 or 2017. 461 Additions not recognized in income Reversals Additions January 1, 2017 As of 307 448 Past due more than 90 days Million € Reversals not recognized in income 6 Past due between 30 and 89 days Valuation allowances for receivables 2017 1 522 Past due less than 30 days 35 10,065 Not yet due Valuation allowances 115 2 Management's Report 121 11,150 85 12 44 90 488 Total 112 10 6 Total 10 Other receivables 349 75 12 38 80 370 Accounts receivable, trade 349 118 Gross value 3 Corporate Governance 5 Supplementary Information Oil and Gas Business About This Report 239 BASF Report 2018 BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China Other 1 Partners' equity interest in W & G Transportation Holding GmbH and OPAL Gastransport GmbH & Co. KG: 50.03%; voting rights and share of earnings: 49.98% 919 1,055 Total 86 105 57 40.00 59 40.00 26 34.00 35 34.00 199 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 240 BASF Report 2018 Effective 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and Employees are granted benefits based on defined contribution plans. United States For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent plan, which is financed by employer and employee contributions as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensionskasse WaG. Some of the benefits financed via BASF Pensionskasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefit plan was closed for newly hired employees at German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensionstreuhand e.V.; at German Group companies, these benefits are financed primarily via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. Germany The typical plan structure in the individual countries is described in the following. Different arrangements may exist, in particular due to the assumption of plans as part of acquisitions; however, these do not have any material impact on the description of plans in the individual countries. Description of the defined benefit plans 30.00 In some countries, pension benefits were granted for which the employer has a subsidiary liability. Pension benefits in a number of countries include minimum interest guarantees to a limited extent. If the pension fund cannot generate the income needed to provide the minimum guarantee, this must be provided by the employer under the subsidiary liability. To the extent that recourse to the employer is unlikely based on the structure and execution of the pension benefits as well as the asset situation of the pension fund, these plans are treated as defined contribution plans. The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of discount rates on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees led to a reduction in risk with regard to future benefit levels. In some countries - especially in Germany, in the United States, in the United Kingdom and in Switzerland - there are pension obliga- tions subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements to cover pension obligations, which are based on actuarial assumptions that may differ from those pursuant to IAS 19. Furthermore, there are qualitative and quantitative restrictions on allocating plan assets to certain asset categories. This could result in annual fluctuations in employer contributions, financing requirements and the assumption of obligations in favor of the pension funds to comply with regulatory requirements. Economic and legal environment of the plans The Group Pension Committee monitors the risks of all pension plans of the Group. In this context, it issues guidelines regarding the governance and risk management of pension plans, particularly with regard to the financing of pension commitments and the portfolio structure of existing plan assets. The organization, responsibilities, strategy, implementation and reporting requirements are docu- mented for the units involved. In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. 22 Provisions for pensions and similar obligations Notes 6 Overviews 5 Supplementary Information Oil and Gas Business The strategy of the BASF Group with regard to financing pension commitments is aligned with country-specific supervisory and tax regulations. 178 30.00 243 free float Gazprom Germania GmbH, Berlin, Germany Partner BASF TOTAL Petrochemicals LLC, Port Arthur, Texas Shanghai BASF Polyurethane Company Ltd., Shanghai, China BASF PETRONAS Chemicals Sdn. Bhd., Shah Alam, Malaysia BASF India Ltd., Mumbai, India WIGA Transport Beteiligungs-GmbH & Co. KG, W & G Transport Holding GmbH', OPAL Gastransport GmbH & Co. KG1 Group company Noncontrolling interests PETRONAS Chemicals Group Berhad, Kuala Lumpur, Malaysia 21 Noncontrolling interests Other comprehensive income fell €980 million before taxes in 2018 and rose €1,073 million before taxes in 2017 due to changes in the value of plan assets. Remeasurement of defined benefit plans Hedging future cash flows at Nord Stream AG, Zug, Switzerland, which is accounted for using the equity method, led to a decrease of €11 million in 2018 and a decrease of €17 million in 2017. For more information on cash flow hedge accounting, see Note 27.4 from page 258 onward Cash flow hedges Translation adjustments decreased by €139 million year on year. The change arose primarily from the appreciation of the U.S. dollar relative to the euro. This was offset in particular by the development of the Russian ruble. Unrealized gains/losses from currency translation 20 Other comprehensive income Notes 6 Overviews For more information on the remeasurement of defined benefit plans, see Note 22 from page 240 onward 4 Consolidated Financial Statements December 31, 2018 December 31, 2017 Equity interest 40.00 302 40.00 Total Petrochemicals & Refining USA, Inc., Houston, Texas Shanghai Hua Yi (Group) Company, Shanghai, China, and SINOPEC Assets Management Corporation, Bejing, China TODA KOGYO CORP., Hiroshima, Japan. Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China 198 40.00 193 40.00 39 Equity interest 26.67 26.67 71 49.981 141 49.981 Million € % Million € % 42 December 31, 2017 As of December 31, 2017 (76) 3,494 1,332 3,139 886 2,165 323 2,212 275 Other receivables and assets that do not qualify as financial instruments Other receivables and miscellaneous assets 375 74 274 48 Miscellaneous 746 780 8 16 0 BASF Report 2018 235 380 1 To Our Shareholders Gross carrying amounts Equivalence to external rating¹ Creditworthiness as of December 31, 2018 Million € Accounts receivable, trade The following table presents the gross values and credit risks for trade accounts receivable as of December 31, 2018. Expected losses on trade accounts receivable at BASF are calculated on the basis of internal or external customer ratings and the associated probability of default since January 1, 2018. Precious metal trading items primarily comprise physical items and precious metal accounts as well as long positions in precious metals, which are largely hedged through sales or derivatives. The increase in current tax refund claims is largely attributable to the rise in open income tax receivables. 787 Prepaid expenses in 2018 mainly included prepayments of €22 million related to operating activities compared with €62 million in 2017, as well as €83 million in prepayments for insurance in 2018 compared with €50 million in 2017. Prepayments for license costs decreased from €42 million in 2017 to €38 million in 2018. Bank acceptance drafts are used as an alternative form of payment in China. They can be held until maturity, discounted by a bank and provided to suppliers as an endorsement in exchange for goods or services before maturity. Depending on the specific agreement, the major risks and opportunities either remain with BASF or are assumed by the counterparty. Only when the counterparty assumes the default risk is the receivable derecognized. If BASF discounts a bank acceptance draft with recourse, a liability toward the credit institution granting the discount is recognized in the amount of the payment received and held to maturity; if BASF endorses the bank As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under other operating receivables, since the remaining credit risks are toward the issuing bank and no longer the customer. Receivables from bank acceptance drafts fell by €226 million in 2018. They totaled €389 million in 2017. This amount was reclassified from trade accounts receivable to other receivables and miscellaneous assets in the Balance Sheet as of December 31, 2017. The increase in noncurrent derivatives with positive fair values primarily affected the market valuation of combined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attributable to the lower fair values of precious metal and foreign currency derivatives. The decrease in noncurrent loans and interest receivables was predominantly due to the reclassification of a loan in the amount of €325 million from Wintershall Nederland Transport and Trading B.V., Rijswijk, Netherlands, to Nord Stream 2 AG, and a loan in the amount of €140 million from W & G Transport Holding GmbH, Kassel, Germany, to W & G Infrastruktur Finanzierungs-GmbH, Kassel, Germany, to the assets of the disposal groups. In addition to the above loans, this item included, in particular, loans and interest receivables from BASF Ireland Ltd., Cork, Ireland, to finance the business expansion of Asian companies, and receivables in favor of BASF SE from BASF Pensionskasse WaG. Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report acceptance draft to a supplier with recourse, neither receivables from bank acceptance drafts nor trade payables are derecognized. Bank acceptance drafts were endorsed in the amount of €8 million and not derecognized as of December 31, 2018. 125 891 107 389 163 Receivables from bank acceptance drafts 41 0 0 0 Insurance compensation receivables 10,303 Work in progress, finished goods and merchandise are combined into one item due to production conditions in the chemical industry. Services in progress mainly relate to services not invoiced as of the balance sheet date. 12,166 4 2 23 Receivables from finance leases 69 118 Advance payments and services in progress 321 91 Inventories from AAA to BBB- Cost of sales included inventories recognized as an expense amounting to €31,285 million in 2018, and €29,941 million in 2017. Of total inventories, €1,120 million was measured at net realizable value in 2018 and €863 million in 2017. 70 63 Defined benefit assets 249 54 251 57 1,329 1,009 Write-downs on inventory was recognized in the amount of €73 mil- lion in 2018 and reversals of write-downs in the amount of €18 mil- lion in 2017. 927 Other receivables and assets that qualify as financial instruments Prepaid expenses 329 111 267 243 Miscellaneous Precious metal trading items Employee receivables Tax refund claims 611 6,553 About This Report High/medium credit rating (2) 0 0 4 3 6 of which stage 1 27 (63) 3 0 9 11 88 Other receivables 311 (10) (17) 3 73 0 83 from BB- to D 1 (21) (1) 126 139 465 Total 24 (61) 0 1 0 7 81 stage 3 Million € 0 0 0 0 2 3 325 stage 2 42 Aging analysis of accounts receivable, trade The addition and reversal of value allowances included impairments of €2 million due to a change in valuation parameters and €4 million due to foreign currency fluctuations. In 2018, valuation allowances of €11 million were recognized for other receivables representing financial instruments, and of €9 mil- lion were reversed. In the previous year, valuation allowances of €10 million were recognized for all other receivables, and of €6 mil- lion were reversed. Million € Valuation allowances for receivables (financial instruments) 2018 Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance As of 1 To Our Shareholders 236 BASF Report 2018 For more information in the effects of implementation of IFRS 9, see Note 1.2 from page 183 onward Because, pursuant to IAS 39, impairments were only recognized when objective indications for an impairment were present, initial application of IFRS 9 resulted in total additional impairments on trade accounts receivable, loan receivables and other receivables of of €34 million. BASF monitors the credit risk associated with counterparties with which receivables are held in the form of financial instruments. In accordance with IFRS 9, impairments for expected credit lossses on receivables are recognized based on this. 4,465 1 Standard & Poor's rating Low credit rating stage 3 About This Report Reclassification 2 Management's Report Additions January 1, 2018 (4) (4) 44 45 52 of which stage 2 353 (13) (21) (3) Reversals 117 128 377 Accounts receivable, trade 2018 As of December 31, Reclassification to assets of disposal groups between stages Translation effect (1) Collateral granted on behalf of third-party liabilities Initiated investment projects 49 50 Warranties 7 75 Guarantees 1 9 11 1 1,045 4,109 of which purchase commitments 1,249 for the purchase of intangible assets Payment and loan commitments and other financial obligations 19 16 68 19 249 7,094 Bills of exchange About This Report December 37 275 The figures listed below are stated at nominal value: 268 792 329 700 705 2,998 1,095 3,064 Other financial obligations 1 Advances received on orders were reported as other liabilities, which do not represent financial instruments, in the previous year. Million € Other liabilities The decrease in non-current loan and interest liabilities and in current miscellaneous liabilities resulted primarily from the reclas- sification to the disposal group for the oil and gas business. Advances received on orders increased due mainly to first-time incorporation of the seed business acquired from Bayer. Contract liabilities, which were reported for the first time with the adoption of IFRS 15 in 2018, include mainly customer payments entitling them to access to licenses over an agreed period of time. The majority of existing contracts have terms of six years. Of the contract liabilities reported as of December 31, 2018, €31 million are expected to be recognized as revenue in 2019. For more information on financial risks and derivative instruments, see Note 27 from page 251 onward For more information on liabilities arising from leasing contracts, see Note 28 from page 259 onward BASF Report 2018 December 31, 2018 31, 2017 1 To Our Shareholders variable 3 Corporate Governance 272 197 140 111 359 1,482 As of December 31, 2018, the companies allocated to the disposal group accounted for €144 million. 2024 and maturities beyond this year Total 8,393 5,412 4,424 3,937 5,023 30,080 As of December 31, 2018, the companies allocated to the disposal group accounted for €5,406 million. Further possible obligations arising from agreements existing as of December 31, 2018 are shown under Note 2.4, Acquisitions and divestitures. 26 Risks from litigation and claims BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) agreed to complete a remedial investigation/feasibility study (RI/FS) of the LPRSA. In 2016, the United States Environmental Protection Agency (USEPA) selected a final remedy for the lower eight miles of the LPRSA. In late 2018, USEPA indicated being amenable to the CPG's approach for remediation work in the upper portion of the LPRSA. Completion of the RI/FS and an agreement with USEPA on a targeted approach for the upper portion of the LPRSA may occur in late 2019. Between November 2014 and March 2015, a putative class action lawsuit and several additional lawsuits were filed in the United States District Court for the Southern District of New York against BASF Metals Limited (BML), based in the United Kingdom, along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. The lawsuits were consolidated, and a Second Consolidated Amended Class Action Complaint was eventually filed in July 2015. This Complaint also names as a defendant, among others, BASF Corporation. On September 21, 2015, the defendants filed a Joint Motion to Dismiss the Second Consolidated Amended Class Action Complaint, and BML and BASF Corporation filed individual motions to dismiss. On March 28, 2017, the Court dismissed the Second Consolidated Amended Class Action Complaint against BASF Corporation and BML on jurisdictional grounds. On May 15, 2017, the plaintiffs filed an amended Com- plaint that renews allegations against defendants and BML, while BASF Corporation is not named as a defendant. The defendants filed a renewed Joint Motion to Dismiss, and BML filed a renewed BASF Report 2018 250 345 403 2 Management's Report Total 2023 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes BASF provides unlimited guarantees, particularly to the Danish government as well as the state-owned company Nordsøfonden, as a precondition for the exploration for and production of hydro- carbons in the Danish concession area by the joint venture Wintershall Noordzee B.V., Rijswijk, Netherlands, which is allocated to the disposal group. BASF's 100% contingent liability under these guarantees is partially countered by the joint venture partner's 50% guarantees in favor of BASF. Drawing on these guarantees was not foreseeable as of December 31, 2018. Obligations arising from purchase contracts Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase obligations as of December 31, 2018, were as follows: Obligations arising from purchase contracts Million € 2019 Assets used under long-term leases 2020 2021 Assets used under long-term leases primarily concerned buildings, vehicles and transportation equipment. 2022 2023 For more information on liabilities arising from leasing contracts, see Note 28 from page 259 onward Obligations arising from long-term leases (excluding finance leases) Million € 2019 2020 2021 2022 2024 and maturities beyond this year 4 2,891 78 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 24 Liabilities Financial indebtedness Million € BASF SE Carrying amounts based on effective interest method 4 Consolidated Financial Statements Nominal value (million, currency of issue) Effective interest rate December 31, 2018 December 31, 2017 Commercial Paper USD 2,922 2,549 variable Currency Bond 2013/2018 3 Corporate Governance 1 To Our Shareholders 140 Other 1,312 243 1 (294) (160) (53) 1,049 2 Management's Report Total 3,054 24 (3,021) (613) (1,039) 5,112 BASF Report 2018 245 About This Report 6,707 EUR 300 variable 300 300 1.875% Bond 2013/2021 EUR 1,000 1.47% 1,008 1,007 variable 2.5% USD 500 2.65% 435 414 1.375% Bond 2018/2022 GBP 250 Bond 2017/2022 300 EUR Bond 2013/2020 300 1.5% Bond 2012/2018 EUR 1,000 1.51% 999 1.375% Bond 2014/2019 EUR 750 1.44% 750 750 variable Bond 2017/2019 EUR 1,250 1,252 1,261 variable (5) (12) (30) 84 98 143 119 1,049 222 1,312 310 5,112 3,252 Total 6,707 Provisions for employee obligations primarily include obligations for the granting of long-service bonuses and anniversary payments, variable compensation including associated social security contributions, as well as provisions for early and phased retirement programs. The decrease was due primarily to releases for the long-term incentive program. For more information on provisions for the long-term incentive program, see Note 30 from page 263 onward Provisions for obligations from sales and purchase contracts largely comprise obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liabilities, sales commissions and expected losses on contracts. The increase in provisions resulted from higher accruals for rebate programs. Provisions for restructuring measures include severance payments to departing employees as well as expected costs for site closures, including the costs for demolition and similar measures. Development of other provisions in 2018 Provisions for litigation, damage claims, warranties and similar obligations contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. Other largely includes noncurrent tax provisions. The following table shows the development of other provisions by category. Other changes include reclassifications to disposal groups, changes in the scope of consolidation, acquisitions, divestitures, currency effects and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. Restoration obligations pertain mainly to anticipated costs for dismantling existing plants and buildings. The decrease was due primarily to the reclassification of the oil and gas business to the disposal group. 3,229 Other obligations 48 112 remediation costs Employee obligations 1,817 1,467 2,173 1,553 Obligations from sales and 1,261 1,253 1,080 1,070 purchase contracts Restructuring measures 121 98 Litigation, damage claims, warranties and similar 140 85 103 Provisions for environmental protection and remediation costs cover expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. 1.52% Million € January 1, 1,509 (1,521) (319) (27) 1,817 Obligations from sales and purchase contracts Restructuring measures 1,080 1,055 (1,044) 2,173 (93) 1,261 143 35 (46) (15) 4 121 Litigation, damage claims, warranties and similar obligations 103 263 costs 638 17 2018 Additions Unwinding of discount December 31, Utilization Releases Other changes 2018 Restoration obligations 1,296 28 20 (17) (3) (1,238) 86 Environmental protection and remediation 600 100 1 (69) (11) Employee obligations 278 2% 0.925% Bond 2013/2033 EUR 200 3.09% 198 198 4% Bond 2018/2033 AUD 2.875% 160 96 1.625% Bond 2017/2037 EUR 750 1.73% 737 736 3.25% 4.24% 491 492 3.15% 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Continued from last page Financial indebtedness Million € Carrying amounts based on effective interest method Nominal value (million, Currency currency of issue) Effective interest rate December 31, 2018 December 31, 2017 3% Bond 2013/2033 EUR 500 Bond 2013/2043 About This Report EUR 3.27% 300 4.45% 261 250 BASF Finance Europe N.V. 0.0% Bond 2016/2020 EUR 1,000 USD 0.14% 996 3.625% Bond 2018/2025 USD 200 3.69% 174 0.75% Bond 2016/2026 997 U.S. private placement series C 2013/2034 4.43% 582 199 199 1.025% Bond 2018/2048 JPY 10,000 1.03% 79 3.89% U.S. private placement series A 2013/2025 USD 250 3.92% 218 208 4.09% U.S. private placement series B 2013/2028 USD 700 4.11% 610 200 600 246 Continued on next page 497 1.750% Bond 2017/2025 GBP 300 1.87% 333 335 0.875% 498 Bond 2018/2025 750 0.97% 745 3.675% Bond 2013/2025 NOK 1,450 3.70% 146 EUR 2.60% 500 EUR Bond 2012/2022 Bond 2017/2023 EUR 1,250 1.93% 1,254 1,254 USD 850 0.83% 25 Other financial obligations 664 0.875% Bond 2016/2023 GBP 250 1.06% 277 279 2.5% Bond 2014/2024 147 BASF Report 2018 0.875% EUR Bond 2016/2031 EUR 500 1.01% 492 492 2.37% Bond 2016/2031 HKD 0.875% 1,300 145 139 1.450% Bond 2017/2032 EUR 300 1.57% 296 296 2.37% 198 198 1.58% 1,000 1.04% 986 984 2.670% Bond 2017/2029 NOK 1,600 2.69% 161 162 1.5% Bond 2018/2030 EUR 500 1.625% 494 1.5% Bond 2016/2031 EUR 200 Bond 2017/2027 EUR 127 Environmental protection and (139) (5) Sensitivity analysis A change in the material actuarial assumptions would have the fol- lowing effects on the defined benefit obligation: Sensitivity of the defined benefit obligation as of December 31 Million € The interest on the net defined benefit liability is recognized in the financial result. This is the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the fiscal year are taken into account when determining net interest. Other changes Currency effects experience adjustments As of December 31, 2018, the weighted average duration of the defined benefit obligation amounted to 15.4 years (previous year: (374) 8 1 124 237 (828) Defined benefit obligation as of December 31 26,651 26,871 Effects from acquisitions and divestitures Increase by 0.5 percentage points 173 Expenses for pension benefits (recognized in the financial result) Employee contributions 553 568 (1,037) (1,048) 47 48 Net interest expense from underfunded pension plans and similar obligations Actuarial gains/losses 131 133 for adjustments relating to financial assumptions 239 1 Net interest income from overfunded pension plans (2) (2) adjustments relating to demographic assumptions (163) (2) 175 Decrease by 0.5 percentage points 15.5 years). 2018 Million € 2018 2017 Plan assets as of January 1 20,648 19,460 Special contributions were made in 2017 to improve the funding levels of the plans. These primarily related to BASF Pensionstreu- hand e.V. (€500 million), BASF Pensionskasse WaG (€317 million) and the U.S. plans ($143 million). Regional allocation of defined benefit plans as of December 31 Million € Development of plan assets Pension obligations Net defined benefit liability 2018 2017 2018 2017 2018 2017 Standardized return on plan assets 422 Plan assets Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 2017 2018 2017 Discount rate (1,880) (1,930) 2,140 2,200 Projected pension increase 1,190 1,240 (1,080) (1,130) Net interest expense of the respective fiscal year is based on the discount rate and the defined benefit obligation at the beginning of the year. An alternative valuation of the defined benefit obligation was performed to determine how changes in the underlying assumptions influence the amount of the defined benefit obligation. A linear extrapolation of these amounts based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. BASF Report 2018 242 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Benefits paid 705 730 Interest cost Discount rate Projected pension increase 1.70 1.90 4.10 3.60 0.90 0.50 2018 2017 2.90 2.60 1.50 1.50 3.10 3.10 Assumptions used to determine expenses for pension benefits in the respective business year Germany United States 2018 2017 2018 2017 2018 2017 Switzerland 2018 2017 2018 2017 2018 2017 2018 2017 Discount rate Projected pension increase 1.90 1.80 3.60 4.00 0.50 0.60 2.60 2.80 1.50 1.50 United Kingdom United Switzerland Kingdom United States Germany About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes benefits earned in the past were frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level are based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA requirements. Additional similar obligations arise from plans that assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans have been closed to new entrants since 2007. In addition, the amount of the benefits for such plans has been frozen. Switzerland The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on plan assets. The pension plans are accounted for as defined benefit plans, as the obligatory minimum pension guaranteed by law under the Swiss Pension Fund Act (BVG) is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligated to make contributions, so that the pension funds are able to grant the minimum benefits guaranteed by law. The pension funds are managed by boards, where employer and employees are equally represented, which steer and monitor the benefit plans and asset allocation. United Kingdom Employees are granted benefits based on a defined contribution plan. The BASF Group also maintains defined benefit plans in the United Kingdom, which have been closed for further increases based on future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. Other countries For subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Actuarial assumptions The valuation of the defined benefit obligation is based on the following key assumptions: Assumptions used to determine the defined benefit obligation as of December 31 3.10 3.10 393 The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. BASF Report 2018 Expenses for pension benefits (recognized in income from operations) 2018 2017 Defined benefit obligation as of January 1 26,871 27,603 Current service cost 384 Expenses for defined contribution plans 400 2017 Past service cost 32 2 416 402 Plan settlements 314 303 2018 Expenses for defined benefit plans Million € Composition of expenses for pension benefits 241 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes S1PxA (standard actuarial mortality tables for self- administered plans (SAPS)) The valuation of the defined benefit obligation is generally performed using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from the BASF Group population and were last updated in 2015 for the pension obligations in Germany and in 2018 for the pension obligations in the United States. Actuarial mortality tables (significant countries) as of December 31, 2018 Germany United States Switzerland United Kingdom Heubeck Richttafeln 2005G (modified) RP-2018 (modified) with MP-2018 generational projection BVG 2015 generational Explanation of the amounts in the statement of income and balance sheet Development of defined benefit obligation Million € A Group-wide, uniform procedure is used to determine the discount rates applied for valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an issue volume of more than 100 million units of the respective currency with a minimum rating of "AA-" to "AA+" from at least one of the following three rating agencies: Fitch, Moody's, or Standard & Poor's. Development of net defined benefit liability Germany 18,406 18,104 Equities 25 29 Debt instruments 53 52 of which for government debtors 16 16 2017 for other debtors 36 Real estate 4 3 Alternative investments 16 15 Cash and cash equivalents 2 37 2018 % Structure of plan assets 221 (7,371) (6,223) 63 70 provisions for pensions and similar obligations 7,434 (6,293) Explanations regarding plan assets The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is based on the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual assets is held. Liability-driven investment (LDI) techniques, such as hedging the risk of changes in interest rates and inflation, are used in some pension plans, especially for U.K. and U.S. plans. The expected employer contributions for 2019 amount to approxi- mately €600 million. BASF Report 2018 243 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 1 (66) Total 100 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 23 Other provisions 244 Other provisions of which current 17 December 31, 2018 December 31, 2017 of which current Restoration obligations 86 1,296 Million € BASF Report 2018 Contributions to government pension plans were €634 million in 2018 and €592 million in 2017. The contributions to defined contribution plans recognized in income from operations amounted to €314 million in 2018 and €303 million in 2017. exceptions, there is no active market for plan assets in real estate and alternative investments. Plan assets as of the balance sheet date contained securities issued by BASF Group companies with a market value of €9 million in 2018 and €15 million in 2017. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €112 million on December 31, 2018, and €111 million on December 31, 2017. Since 2010, there has been an agreement between BASF SE and BASF Pensionskasse WaG on the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pensionskasse WaG. In 2017, a number of special endowments were provided to improve the funding levels of the plans. Beyond this, there were no material transactions between the legally independent pension funds and BASF Group companies in 2018 or 2017. The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) as well as corporate and government bonds. Government bonds primarily relate to bonds from countries with the highest credit ratings, such as the United States, the United Kingdom, Germany and Switzerland. Corporate bonds mainly comprise bonds from creditworthy debtors, although particular The funding of the plans was as follows: high-yield bonds are also held to a limited extent. In connection with the ongoing monitoring of default risk based on a given risk budget and on the observation of the development of the creditworthiness of issuers, the plan asset allocation may be adjusted in the case of a revised market assessment. Alternative investments largely comprise investments in private equity, absolute return funds and senior secured loans. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe) acquired through private placements with a market value in the amount of €394 million as of December 31, 2018, and €575 million as of December 31, 2017. For such securities, especially those held by domestic pension plans, there is no active market. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. With only a few Current funding situation of the pension plans as of December 31 Million € 2018 2017 Defined benefit obligation Plan assets Defined benefit obligation Plan assets Unfunded pension plans Funded pension plans 2,575 2,814 24,076 26,651 19,280 19,280 24,057 26,871 20,648 20,648 Total Defined contribution plans and government pensions 100 638 (18) (10) (8,143) Employee contributions 47 48 United Kingdom 1,741 1,884 1,733 1,880 (6,223) (8) Current service cost (384) (400) Benefits paid (913) (919) Other 806 760 (4) Net defined benefit liability as of January 1 (181) (115) 12,621 13,576 (5,785) (4,528) Deviation between actual and standardized return on plan assets (1,043) 1,067 Million € United States 3,745 4,053 2,448 2,687 (1,297) (1,366) 2018 2017 Employer contributions 175 1,102 Switzerland 1,953 2,070 1,838 1,889 640 (136) 616 (144) (607) Actuarial gains/losses of the defined benefit obligation 63 6 Plan assets as of December 31 19,280 20,648 Benefits paid by unfunded plans 124 171 129 BASF SE disbursed pension payments that are covered by assets of BASF Pensionstreuhand e.V. Reimbursement of these pension payments by BASF Pensionstreuhand e.V. in 2018 is included in other changes in plan assets and relates to the previous year in the amount of €134 million. Employer contributions Effects from acquisitions and divestitures Other changes Currency effects Net defined benefit liability as of December 31 of which defined benefit assets 175 1,102 282 The standardized return on plan assets is calculated by multiplying plan assets at the beginning of the year with the discount rate used for existing defined benefit obligations at the beginning of the year, taking into account benefit and contribution payments to be made during the year. 1,067 (1,043) Deviation between actual and standardized return on plan assets Past service cost (32) (2) Effects from acquisitions and divestitures (92) (2) Total 26,651 26,871 19,280 20,648 (7,371) (6,223) Interest cost (553) (568) Past service cost Standardized return on plan assets 422 393 Plan settlements Other changes Currency effects (135) 106 (166) 500 703 495 Employee liabilities 77 67 85 58 Liabilities related to social security 2,364 766 2,206 437 28 Other liabilities that qualify as financial instruments 94 565 41 Miscellaneous liabilities 564 903 Advances received on orders¹ 197 190 Secured liabilities 1,289 262 28 253 43 Kazakhstani tenge 42 37 Other currencies 62 0.88% 99 197 35 23 Other liabilities Other liabilities that do not qualify as financial instruments Miscellaneous liabilities Deferred income 31 155 Contract liabilities 17 34 Liabilities from precious metal trading positions registered land charges. Other liabilities include collateral for derivative instruments with negative fair values. As in the previous year, there were no secured contingent liabilities in 2018. Liabilities to credit institutions were secured primarily with 212 43 283 75 December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 Noncurrent Current Noncurrent Current Liabilities to credit institutions 18 Million € 22 Liabilities from finance leases 230 308 290 274 Accounts payable, trade 6 6 91 43 Derivatives with negative fair values Secured liabilities Million € Other liabilities Loan and interest liabilities 169 166 Other liabilities 42 Total 20,841 18,032 Other bonds consist primarily of industrial revenue and pollution control bonds issued by the BASF Corporation group that were used to finance investments in the United States. Both the weighted average interest rate of these bonds and their weighted effective interest rate amounted to 3.0% in 2018 and 3.1% in 2017. The average residual term amounted to 168 months as of December 31, 2018 (December 31, 2017: 183 months). Liabilities to credit institutions Liabilities to credit institutions stayed at the previous year's level. The weighted average interest rate on loans amounted to 5.6% in 2018 compared with 4.1% in 2017. Unused credit lines BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million both as of December 31, 2018, and as of December 31, 2017. BASF Report 2018 248 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 387 Indonesian rupiah 25 44 2,052 1,335 Following year 2 2,922 6,160 U.S. dollar Pound sterling 2,497 Following year 1 13,326 12,358 Euro 31, 2017 December 5,509 888 614 Following year 3 Hong Kong dollar 1,781 1,155 Following year 5 127 163 Chinese renminbi 1,140 2,105 Following year 4 309 306 Norwegian krone 1,845 1,178 December 31, 2018 145 December 31, 2017 December Liabilities to credit institutions Bonds and other liabilities to the capital market 15,653 18,444 Other bonds 547 Financial indebtedness 588 4.88% 477 EUR Ciba Specialty Chemicals Finance Luxembourg S.A. 4.875% Bond 2003/2018 494 474 2,397 2,379 20,841 Million € Maturities of financial indebtedness Million € Breakdown of financial indebtedness by currency Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 247 BASF Report 2018 18,032 31, 2018 139 Following year 6 and maturities beyond this year 9,559 Brazilian real 54 137 54 53 Indian rupee 24 Argentinian peso 73 74 63 99 89 Other bonds 48 South African rand Japanese yen 99 8,717 58 20,841 Total Turkish lira 127 65 Australian dollar Ukrainian hryvnia 18,032 139 The table "Offsetting of financial assets and financial liabilities" shows the extent to which financial assets and financial liabilities were offset in the balance sheet, as well as potential effects from the offsetting of instruments subject to a legally enforceable global netting agreement (primarily in the form of an ISDA agreement) or similar agreement. For positive fair values of combined interest rate and currency swaps, the respective counterparties provided cash collaterals in an amount comparable to the outstanding fair values. 1 To Our Shareholders Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receivables and other liabilities at the end of 2018 and 2017 arose from derivatives not subject to any netting agreements as well as from embedded derivatives and are therefore not included in the table above. Net gains and losses from financial instruments comprise the results of valuations, the amortization of discounts, the recognition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only gains and losses from instruments that are not designated as hedging instruments in acordance with IFRS 9. 256 About This Report 6 Overviews 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Notes Net gains and losses from financial instruments 2018 Million € Financial assets measured at amortized cost (606) 2 Management's Report (139) Net amount (412) Relating to financial collateral Potential net amount (20) 244 (20) 463 (163) (163) (48) 33 (150) 150 Amounts that cannot be offset Offset amounts Due to global netting agree- Amount offset ments Relating to financial collateral Potential net amount (39) (39) 337 (55) (10) 272 (55) BASF Report 2018 (104) 1 To Our Shareholders 372 90 Securities 439 569 311 179 Loans Variable interest rate Fixed interest rate interest rate interest rate Variable Fixed December 31, 2017 December 31, 2018 Million € Carrying amount of nonderivative interest-bearing financial instruments Notes 88 87 Financial indebtedness 15,597 (7) 300 (13) 600 (7) 300 Fair value value Fair Nominal value 5 Supplementary Information Oil and Gas Business 6 Overviews Nominal value of which fixed rate Combined interest rate and currency swaps of which payer swaps Interest rate swaps Million € Nominal and fair values of interest rate swaps and combined interest rate and currency swaps 3,329 14,703 5,244 December 31, 2018 December 31, 2017 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report December 31, 2018 Total Other USD Million € Exposure and sensitivity by currency The sensitivity analysis is conducted by simulating a 10% appreciation of the respective functional currency against the other currencies. The effect on BASF's income before income taxes would have been minus €373 million as of December 31, 2018, and minus €252 million as of December 31, 2017. The effect from the items designated under hedge accounting would have increased shareholders' equity before income taxes by €33 million as of December 31, 2018 (2017: increase of €46 million). This only refers to transactions in U.S. dollars. The foreign currency risk exposure amounted to €3,185 million as of December 31, 2018, and €1,976 million as of December 31, 2017. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the derivative financial instruments that are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. Foreign currency risks: Changes in exchange rates could lead to losses in the value of financial instruments and adverse changes in future cash flows from planned transactions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in various currencies are used to hedge foreign exchange risks from nonderivative financial instruments and planned transactions. December 31, 2017 Market risks 27 Supplementary information on financial instruments Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational and/or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. Motion to Dismiss. In 2018, no further developments in this proceeding occurred. A pro se complaint filed in September 2015 was dismissed by the U.S. District Court on October 19, 2017. The plaintiff filed an appeal to the U.S. Court of Appeals on Novem- ber 19, 2017. An oral argument took place on October 18, 2018, and the Court's decision is still outstanding. Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 27.1 Financial risks About This Report Exposure Exposure 1 To Our Shareholders About This Report 251 BASF Report 2018 The variable interest risk exposure, which also includes fixed rate bonds maturing in the following year, amounted to minus €4.802 mil- lion as of December 31, 2018 (2017: minus €986 million). An increase in all relevant interest rates by one percentage point would have lowered income before income taxes by €43 million as of December 31, 2018, and raised income before income taxes by €4 million as of December 31, 2017. The effect from the items designated under hedge accounting would have increased shareholders' equity before income taxes by €5 million as of December 31, 2018 (2017: increase of €9 million). Interest rate risks: Interest rate risks arise from changes in prevailing market interest rates, which can lead to changes in the fair value of fixed-rate instruments and in interest payments for variable-rate instruments. Interest rate swaps and combined interest rate and currency derivatives are used to hedge these risks. These risks are relevant to BASF's financing activities but are not of material significance for BASF's operating activities. Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. (206) 1,976 Sensitivity (340) (63) 566 of which interest result 1,066 (143) 1,410 (236) 2,119 Sensitivity 3,185 Financial assets at fair value through profit or loss Cash flow hedge accounting Financial assets at fair value through other comprehensive income Minimum lease payments Interest portion Leasing liability 47 4 43 32 27 28 3 25 37 5 32 24 3 21 22 4 18 17 2 15 19 3 Leasing liability Interest portion Minimum lease payments December 31, 2017 Total 329 170 253 96 Land, land rights and buildings The increase in leased assets is due primarily from the additions related to the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and its vegetable seed business. 259 BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report 16 3 Corporate Governance 5 Supplementary Information Oil and Gas Business 6 Overviews Notes Liabilities from finance leases Million € Following year 1 Following year 2 Following year 3 Following year 4 Following year 5 More than 5 years Total December 31, 2018 4 Consolidated Financial Statements 8 1 7 320 1,482 1,410 Future minimum payments from operating lease contracts included €144 million for companies in the oil and gas disposal group as of December 31, 2018. Future minimum lease payments from subleasing contracts based on existing agreements amounted to €10 million in 2018 (2017: €10 million). In 2018, minimum lease payments of €494 million (2017: €407 mil- lion) were included in income from operations. In 2018, conditional lease payments of €1 million (2017: €1 million) were also included in income from operations. Furthermore, sublease payments of €4 mil- lion (2017: €3 million) were included in income from operations in 2018. BASF as lessor BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €25 million in 2018 (2017: €29 million). In 2018, claims arising from operating leases amounted to €166 mil- lion (2017: €93 million). Future minimum lease payments to BASF from operating lease contracts Million € Less than 1 year 1-5 years More than 5 years Total 359 Nominal value of future minimum Dec. 31, 2018 Dec. 31, 2017 30 19 75 50 61 24 166 93 BASF Report 2018 260 lease payments 44 728 362 12 2 10 28 5 23 26 5 21 152 18 134 720 148 124 In the current business year and in the previous year, no additional lease payments exceeding minimum lease payments were recognized in the income statement due to contractual conditions for finance leases. In 2018 and in the previous year, leasing liabilities were not offset by any future minimum lease payments from subleases. In addition, BASF is a lessee under operating lease contracts. The resulting lease commitments totaled €1,482 million in 2018 (2017: €1,410 million) and will become due in the following years: Future minimum payments from operating lease contracts Million € Less than 1 year 1-5 years More than 5 years Total Nominal value of future minimum lease payments Dec. 31, 2018 Dec. 31, 2017 403 24 of which interest result 113 111 The gains and losses from the valuation of securities recognized in equity are shown in development of income and expense recognized in equity attributable to shareholders of BASF SE on page 177 257 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Notes 27.4 Derivative instruments and hedge accounting Fair value of derivative instruments Million € The use of derivative instruments BASF is exposed to foreign currency, interest rate and commodity price risks during the normal course of business. These risks are hedged using derivative instruments as necessary in accordance with a centrally determined strategy. Hedging is only employed for existing items from the product business, cash investments and financing as well as for planned sales, raw material purchases and capital measures. The risks from the hedged items and the derivatives are constantly monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. To ensure effective risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. The fair values of derivative financial instruments are calculated using valuation models that use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. Foreign currency forward contracts Foreign currency options Foreign currency derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest rate swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Combined interest rate and currency swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest derivatives Commodity derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Derivative financial instruments 600 BASF is exposed to price risks in the context of procuring naphtha. Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. The main contractual elements of these options correspond to the characteristics of the hedged item. These hedges are not presented using cash flow hedge accounting in BASF's 2018 or 2017 financial statements. BASF Report 2018 (396) (359) 249 of which interest result Financial liabilities measured at amortized cost of which interest result Net gains and losses from financial instruments 2017 Million € Total 33 58 (45) 40 57 (4) 4 Cash flow hedge accounting continues to be used to a minor extent for natural gas purchases exposed to commodity price risks, meaning that gains and losses from hedging instruments are initially recognized in equity. Commodity price-based options serve as hedging instruments, for which contract terms are adjusted to reflect the risks of the hedged item. Gains and losses from hedging instruments are included in cost of sales in the fiscal year in which the hedged item is recognized in profit or loss. (599) Total (311) Loans and receivables of which interest result Available-for-sale financial assets of which interest result Financial liabilities measured at amortized cost of which interest result Financial instruments at fair value through profit or loss 90 (24) 2 (450) December 31, 2018 (57) December 31, 2017 65 6 Overviews Notes BASF is exposed to foreign currency risks due to planned sales in U.S. dollars. To some extent, cash flow hedge accounting is applied using currency options. The hedging rate is $1.1563 per euro. The impact on earnings from the hedged transactions will occur in 2019. In 2018, the effective change in the values of the hedges was €8 mil- lion (2017: €71 million), which was recognized in the equity of the shareholders of BASF SE. A total of €31 million (2017: €44 million) was derecognized accordingly from the equity attributable to share- holders of BASF SE and was recognized in income from foreign currency and hedging transactions. The hedges were entirely effec- tive. The decrease in the options' time value component arising in the amount of €33 million in 2018 was recognized separately in equity as the cost of hedging and resulted in a reduction in equity. The reclassification of the accumulated changes in the time value of options to profit or loss due to the maturity of hedged items had a countering effect in the amount of €36 million. The interest rate risk of the variable-rate bonds issued by BASF SE in 2013 was hedged using interest rate swaps, which converted the bonds into fixed-interest rate bonds with a rate of 1.45%. The key terms of the interest rate swap contracts used as hedging instru- ments largely correspond to the contractual elements of the hedged item. The bond and the interest rate swaps were designated in a hedging relationship. The effective changes in the fair value recog- nized in BASF SE shareholders' equity amounted to €4 million in 2018 (2017: €6 million). Ineffective parts required to be accounted for did not arise. Leased assets Property, plant and equipment include assets that are considered to be economically owned through a finance lease. They primarily concern the following items: Furthermore, BASF SE's fixed-rate U.S. private placement of 28 Leases $1.25 billion, issued in 2013, was converted to euros using cross-currency swaps, because the private placement exposes BASF to a currency risk. The hedging interest rate was 4.13%; and the hedging foreign exchange rate was $1.3589 per euro. This hedge was designated as a cash flow hedge. Recognition of ineffec- tive portions in profit or loss was not required. In 2018, changes in fair value of €42 million were recognized in shareholders' equity (2017: minus €125 million). In 2018, €49 million was derecognized from other comprehensive income and recorded as income in the financial result (2017: expense of €144 million in financial result). Leased assets Million € December 31, 2018 December 31, 2017 Acquisi- Net Acquisi- tion carrying 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Net tion carrying amount cost amount 91 74 22 9 Machinery and technical equipment Miscellaneous equipment and fixtures 127 50 118 43 cost 46 3 Corporate Governance 1 To Our Shareholders 13 37 (44) 102 11 34 (7) (13) (7) (13) (103) (175) 2 Management's Report 80 (110) (188) (39) (66) 1 1 (193) (152) The planned transactions and their effect on earnings occur in the year following the balance sheet date. In 2018, effective changes in the fair value of hedging instruments of €5 million (2017: €200,000) were recognized in the equity of the shareholders of BASF SE. In 2018, effective changes in the fair value of hedging instruments of €4 million were derecognized from the equity attributable to shareholders of BASF SE and recognized in other operating income (2017: €300,000). Ineffective parts required to be accounted for did not arise. In 2017, minus €100,000 was recognized as the ineffec- tive part of value changes of the hedging instruments in other operating expenses. The change in the options' time value is sepa- rately recognized in equity and recognized in profit or loss in the year during which the hedged items matured. In 2018, a decrease in fair value of minus €2 million was recognized in equity attributable to shareholders of BASF SE, and €1 million was derecognized, increasing equity. BASF Report 2018 258 About This Report 38 (13) - In the Agricultural Solutions division, the sales prices of products are sometimes pegged to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. (103) 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 254 BASF Report 2018 6 Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observ- able on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. 5 Fair value was determined based on parameters for which there was no observable market data. 4 Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. 2 AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 1.2 from page 183 onward. 3 Fair value was determined based on quoted, unadjusted prices on active markets. 1 In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost. Fair value level 1 is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. 16,883 6 29,062 1,971 AC 1,971 28,606 29,666 Total liabilities 3,031 Other liabilities 7 Notes Carrying amounts and fair values of financial instruments as of December 31, 2017 Million € Total carrying amount within 340 340 Derivatives no hedge accounting 11,190 LaR 11,190 11,190 29 n/a 29 29 Afs 525 482 Accounts receivable, trade Receivables from finance leases Shareholdings¹ of which fair value level 35 of which which fair value level 24 of which which fair value level 13 Fair Value Valuation category in accordance with IAS 39² application of IFRS 7 amount Carrying scope of 482 7 n/a 7 15,895 15,895 Bonds 440 2,773 14,999 15,418 17,905 Total assets 2,237 2,237 AC AC 2,237 Cash and cash equivalents 63 63 FVTPL 63 63 Cash equivalents 445 445 FVTPL 445 445 2,237 aFVtPL 16,351 Commercial papers 7 Derivatives hedge accounting 531 FVTPL 531 531 Derivatives no hedge accounting 5,122 AC 5,122 5,122 Accounts payable, trade 16,351 134 134 4,183 Liabilities from finance leases 2,397 AC 2,397 2,397 Liabilities to credit institutions 2,549 AC 2,549 2,549 n/a Securities 340 326 5 Fair value was determined based on parameters for which there was no observable market data. 4 Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. 3 Fair value was determined based on quoted, unadjusted prices on active markets. onward. 1 The difference between carrying amount and fair value results from shareholdings measured at cost, for which the fair value could not be reliably determined (2017: €482 million). 2 Afs: available for sale; LaR: loans and receivables; aFVtPL: at fair value through profit or loss; AmC: amortized cost; Htm: held to maturity; a more detailed description of the categories can be found in Note 1.2 from page 183 16,934 36 26,886 26,133 27,162 Total liabilities 2,442 AmC 2,442 3,471 Other liabilities 13 13 n/a 13 13 Derivatives hedge accounting 515 36 551 6 Not including separately shown derivatives as well as receivables and liabilities from finance leases. Payments received for orders were reported as other liabilities that do not represent financial instruments in the BASF 2017 report. These liabilities were then added to financial instruments. BASF Report 2018 255 About This Report ments Net amount Amount offset Due to global netting agree- Amounts that cannot be offset Offset amounts (373) 376 Gross amount Derivatives with negative fair values Derivatives with positive fair values Offsetting of financial assets and financial liabilities as of December 31, 2017 Million € aFVtPL 483 Gross amount Derivatives with negative fair values Derivatives with positive fair values Million € Offsetting of financial assets and financial liabilities as of December 31, 2018 Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders 264 551 551 Derivatives no hedge accounting 6,495 LaR 6,495 6,495 Cash and cash equivalents Htm 1 1 Securities 175 175 Afs 6,495 175 Securities 1,508 LaR 1,508 3,996 Other receivables and miscellaneous assets 72 72 n/a 72 72 Derivatives hedge accounting 175 14 Total assets 20,292 4,971 AmC 4,971 4,971 Accounts payable, trade 124 n/a 124 124 Liabilities from finance leases 2,379 AmC 22,780 2,379 Liabilities to credit institutions AmC Commercial papers 16,406 16,406 AmC 15,653 15,653 Bonds 398 6,684 19,809 2,379 4 134 FVTOCI 1,557 6,569 669 138 902 4,860 Total Miscellaneous liabilities Liabilities resulting from derivative financial instruments 4 Liabilities to credit Bonds and other liabilities to the capital market Total 2024 and thereafter 2023 2022 2021 2020 2019 Million € Maturities of contractual cash flows from financial liabilities as of December 31, 2018 Trade accounts payable are generally interest-free and due within one year. As a result, the carrying amount of trade accounts payable equals the sum of future cash flows. Derivatives are included using their net cash flows, provided they have negative fair values and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not taken into account. The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presentation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. 27.2 Maturity analysis 18 22 50 1,647 Maturities of contractual cash flows from financial liabilities as of December 31, 2017 24,613 830 399 2,394 20,990 11,045 33 111 979 9,922 1,470 BASF promptly recognizes any risks from cash flow fluctuations as part of liquidity planning. BASF has ready access to sufficient liquid funds from the ongoing commercial paper program and confirmed lines of credit from banks. 23 175 1,207 2,400 25 41 139 2,195 1,482 30 22 181 1,249 65 Million € Liquidity risks financial obligations stemming from contingent liabilities not to be recognized represents the maximum default risk for BASF. 90 8 (12) Precious metals Crude oil, oil products and natural gas December 31, 2017 Exposure Value at Risk December 31, 2018 Exposure Value at Risk Exposure to commodity derivatives Million € BASF uses value at risk in conjunction with other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. calculation for precious metals is based on a confidence interval of 99%. BASF uses the variance-covariance approach. BASF performs value-at-risk analyses for all commodity derivatives and precious metals trading positions. Using the value-at-risk analysis, we continually quantify market risk and forecast the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. The value-at-risk By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valuation of commodity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. In connection with carbon emissions trading, various types of carbon certificates are purchased and sold using forward contracts. The goal of these transactions is to benefit from market price differences. These deals are settled by physical delivery. There were no deals outstanding as of December 31, 2018, or as of Decem- ber 31, 2017. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. · The Catalysts division enters into both short-term and long-term purchase contracts with precious metal producers. It also buys precious metals on spot markets from various business partners. The price risk from precious metals purchased to be sold on to third parties, or for use in the production of catalysts, is hedged using derivative instruments. This is mainly performed using forward contracts, which are settled by either entering into offsetting contracts or by delivering the precious metals. - risks. - In the discontinued business, margin risks arise in volatile markets when purchase and sales contracts are priced differently. Corresponding oil and gas derivatives are used to hedge these BASF uses commodity derivatives to hedge risks from the volatil- ity of raw materials prices. These are primarily options and swaps on crude oil, oil products and natural gas. Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw materials prices. These result primarily from raw materials (for example naphtha, propylene, benzene, lauric oils, cyclohexane, methanol, natural gas, butadiene, LPG condensate and ammonia) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: (175) (103) 3,337 4,183 (175) 3,337 1 112 1 36 Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 252 BASF Report 2018 Default and credit risks arise when customers and debtors do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of the counterparties and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of Default and credit risk For more information on financial risks and BASF's risk management, see the Report on Opportunities and Risks in the Management's Report from page 123 onward For more information on credit risks, see Note 18 from page 235 onward The exposure corresponds to the net amount of all long and short positions of the respective commodity category. 126 10 150 55 0 0 1 50 Total Agricultural commodities Emission certificates 2 3 2018 institutions 2020 10,665 AC 10,665 10,665 25 n/a 25 25 12 22 34 FVTPL 252 453 of which fair value level 35 of which fair value level 24 of which fair value level 13 Fair value category in accordance with IFRS 92 application of IFRS 7 Carrying amount scope of Valuation Accounts receivable, trade Accounts receivable, trade Derivatives no hedge accounting Derivatives hedge accounting Receivables from finance leases Shareholdings¹ 453 Total carrying amount within 252 252 4 4 Securities 13 AC 13 13 Securities 85 85 FVTPL 55 FVTPL FVTPL 85 Other receivables and miscellaneous assets 2019 AC 1,083 3,570 Other receivables and miscellaneous assets 92 93 n/a 93 93 251 85 Million € 1,083 The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carrying amounts and fair values results primarily from changes in market interest rates. 1,219 2,158 82 8 541 1,527 2,421 80 70 34 2,237 4,553 1,578 180 698 2,097 Total Liabilities resulting from derivative financial instruments Liabilities to credit institutions Bonds and other liabilities to the capital market Total 2023 and thereafter 2022 2021 Carrying amounts and fair values of financial instruments as of December 31, 2018 132 46 Miscellaneous liabilities 1,865 For trade accounts receivable, other receivables and miscellaneous assets, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. 1,397 27.3 Classes and categories of financial instruments Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 253 BASF Report 2018 23,193 4 Consolidated Financial Statements 2,102 113 38 2,066 50 861 225 9,234 10,598 18,179 2,379 533 278 In 2017, BASF SE transferred securities in the amount of €500 mil- lion to BASF Pensionstreuhand e.V., Ludwigshafen am Rhein, Germany. This transfer was not cash effective and therefore had no effect on the statement of cash flows. 1 Contributions as of December 31, 2018 include contributions reclassified to the disposal group and therefore deviate from balance sheet values. 2 Includes additions from leasing contracts In 2018, interest payments comprised interest payments received of €162 million (2017: €161 million) and interest paid of €555 million (2017: €570 million). Total 134 352 1 9 8 124 Liabilities from finance leases 541 498 7 150 376 Other financing-related liabilities Loan liabilities (35) 1,058 Assets/liabilities from hedging transactions 115 131 427 2,966 19,472 65 303 (120) (118) (281) 22,915 58 131 3,086 19,590 Financial and similar liabilities 889 4 (7) 50 21,351 the oil and gas business disposal group (€219 million). As in the previous year, cash and cash equivalents were not subject to any utilization restrictions. 56 Statement of cash flows For more information on the contribution of discontinued operations on BASF's Statement of Cash Flows, see Note 2.5 from page 209 onward For more information on cash flows from acquisitions and divestitures, see Note 2.4 from page 205 onward Cash and cash equivalents in the amount of €2,519 million reported in the statement of cash flows as of December 31, 2018 consist of the balance sheet value (€2,300 million) and the value reclassified to Payments made for intangible assets and property, plant and equip- ment amounted to €3,894 million, €102 million lower than in the previous year. Cash flows from operating activities contained the following payments: Statement of cash flows 29 Statement of cash flows and capital structure management Reconciliation according to IAS 7 Million € Other Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 58 Notes Dec. 31, 2017 Non-cash-effective changes Dec. 31, 2018¹ 3,252 18,032 Financial indebtedness 409 393 Dividends received Interest payments fair value Changes in Other effects Currency effects Acquisitions/ cash flows divestitures/ from financing changes in scope of activities consolidation 2,147 1,981 Income tax payments Cash effective in 2017 2018 Million € 11 50 3 Corporate Governance 22,980 306 284 180 December 31, 2018 190 December 31, 2017 172 247 December 31, 2018 Other liabilities Other receivables December 31, 2017 29 42 71 78 75 75 69 91 77 432 101 734 73 1 To Our Shareholders About This Report 266 BASF Report 2018 For more information on the members of the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 142 onward For more information about defined benefit plants, the division of risk between Group companies, see Provisions for pensions and similar obligations, from page 240 onward For more information on other financial obligations in favor of joint ventures, see Note 25 from page 249 onward For more information on subsidiaries, joint ventures and associated companies, see the BASF Group list of shares held on page 211 There were no reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2018. As of December 31, 2018, the present value of the outstanding minimum rental payments for an office building including a parking area payable by BASF SE to BASF Pensionskasse WaG for the nonterminable basic rental period to 2029 amounted to €52 million. Obligations arising from purchase contracts with joint ventures amounted to €3 million as of December 31, 2018 and €3 million as of December 31, 2017. There were obligations from guarantees and other financial obligations at BASF in favor of nonconsolidated subsidiaries in the amount of €6 million as of December 31, 2018 (December 31, 2017: €5 million), and in favor of associated companies in the amount of €17 million as of December 31, 2018 (December 31, 2017: €23 million). The balance of valuation allowances for trade accounts receivable from associated companies decreased from €9 million as of Decem- ber 31, 2017 to €8 million as of December 31, 2018. The balance of valuation allowances for other receivables from nonconsolidated subsidiaries increased from €74 million as of December 31, 2017 to €76 million as of December 31, 2018. Of this amount, €2 million was recognized as an expense in 2018 (2017: €1 million). The outstanding balances toward related parties were generally not secured and settled in cash. Both the increase in other receivables from nonconsolidated subsidiaries and the decrease in other liabilities to joint ventures in 2018 were due mainly to other finance-related receivables and/or liabilities. Other receivables and liabilities primarily arose from financing activities, from accounts used for cash pooling, outstanding dividend payments, profit and loss transfer agreements, and other finance- related and operating activities and transactions. 236 271 70 136 175 December 31, 2017 Sales to related parties Notes 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 265 BASF Report 2018 Sales from joint ventures with BASF Group companies amounted to €543 million in 2018, and €598 million in 2017. Sales from asso- ciated companies with companies in the BASF Group amounted to €626 million in 2018, and €481 million in 2017. Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating businesses. Since the transfer of the leather chemicals business to the Stahl group as of September 29, 2017, BASF holds a minority interest in the parent company of the Stahl group, over which it can exercise significant influence. Sales, trade accounts receivable and other liabilities resulting from transactions with the Stahl group since then are included in the tables below in the values for associated companies for 2018 and 2017. The following tables show the volume of business with related parties that are included in the Consolidated Financial Statements at amortized cost or accounted for using the equity method. The values include sales, receivables, other receivables, liabilities and other liabilities with respect to the disposal groups and/or discontin- ued operations. A related party is a natural person or legal entity that can exert influence on the BASF Group or over which the BASF Group exercises control, joint control or a significant influence. In particular, related parties include nonconsolidated subsidiaries, joint ventures and associated companies. 32 Related party transactions For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 142 onward For more information on the compensation of members of the Board of Executive Directors, see the Compensation Report from page 146 onward The members of the Board of Executive Directors were granted 210,228 option rights under the long-term incentive (LTI) program in 2018. The market valuation of the option rights of active and former members of the Board of Executive Directors resulted in income totaling €28.5 million in 2018 (2017: €5.8 million). Million € Nonconsolidated subsidiaries Joint ventures Associated companies Accounts payable, trade December 31, 2018 December 31, 2017 Accounts receivable, trade December 31, 2018 307 380 379 583 530 2017 2 Management's Report 2018 Associated companies Joint ventures Nonconsolidated subsidiaries Million € Other receivables from/liabilities to related parties Associated companies Joint ventures Nonconsolidated subsidiaries Trade accounts receivable from/trade accounts payable to related parties Million € 413 Until December 31, 2017, performance-related compensation of the Board of Executive Directors was based on the return on assets adjusted for special effects, as well as the performance of the Board of Executive Directors as a whole. Return on assets corresponds to income before income taxes plus interest expenses as a percentage of average assets. 3 Corporate Governance 5 Supplementary Information Oil and Gas Business Supplementary Information on the 5 Supplementary Information Oil and Gas Business 6 Overviews Supplementary Information on the Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 270 Supplementary Information on the Oil and Gas Business Business Oil and Gas Supple- mentary Information 5 Chapter 5 pages 269-278 BASF Report 2018 On January 31, 2019, BASF and Solenis concluded the transfer of BASF's paper and water chemicals business to Solenis that had been announced in May 2018. BASF gained a share of 49% in Solenis as of February 1, 2019. 51% of the shares will be held by funds managed by Clayton, Dubilier & Rice and senior management. The transaction covered production facilities and plants pertaining to BASF's paper and water chemicals business in Bradford and Grimsby, United Kingdom, Suffolk, Virginia, Altamira, Mexico, Ankleshwar, India and Kwinana, Australia. The BASF Paper and Water Chemicals business unit's production plants that are tightly integrated in the Verbund in Ludwigshafen, Germany, and in Nanjing, China, will remain with BASF, supplying the joint company with products and raw materials based on medium and long-term supply agreements. BASF's paper coating chemicals portfolio was not part of the transaction. As of the closing of the transaction, BASF's share of Solenis' income after taxes will be accounted for using the equity method due to BASF's significant influence, and included in EBIT of the BASF Group, presented in Other. 35 Non-adjusting post-balance sheet date events For more information, see basf.com/en/corporate governance The annual Declaration of Conformity with the German Corporate Governance Code according to section 161 AktG was signed by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2018 and is published online. Oil and Gas Business (Unaudited) Declaration pursuant to section 161 of the German Stock Corporation Act (AktG) values presented should not be interpreted as a prediction of future cash flows, nor in their sum as the current value of the company. According to the requirements in Topic 932, regions with more than a 15% share of total reserves must be shown separately. Therefore, the regions in the supplementary information differ from those pre- sented in the Consolidated Financial Statements. Aside from the countries Germany and Russia, this includes the regions: Rest of Europe; North Africa/Middle East; as well as South America. 303 270 BASF Report 2018 The tables on the following pages show the company's estimated proven and proven developed reserves as of December 31, 2017, and 2018, as well as changes attributable to production or other factors. Proven oil and gas reserves are the volumes of crude oil, natural gas and condensate that, according to the geological, engineering and economic conditions prevailing at the balance sheet date, can be produced in future years. Accordingly, reserve estimates based on this data could be materially different from the volumes that are ulti- mately recovered. To reduce uncertainties, BASF works together with independent, internationally recognized reserve auditors to perform recurring reserves audits of its major crude oil and natural gas fields. Oil and gas reserves Brazil Argentina Abu Dhabi Libya Exploration United Kingdom, the Netherlands, Norway, Denmark Exploration & Production South America North Africa/Middle East Rest of Europe Region According to Topic 932, the current economic conditions were con- sidered in the determination of oil and gas reserves as well as the standardized calculation of discounted net cash flows. The prices used are valued at the average price calculated from the prices on the first day of the month for the past 12 months. Expected proven reserves and the resulting future net cash flows can vary significantly from the current estimates. Furthermore, the realized prices and costs and the actual cash flows resulting therefrom may differ from the estimate in amount and distribution over time. Therefore, the The following provides supplementary information on the Exploration & Production business of the discontinued oil and gas business. In the absence of detailed disclosure rules in this area under the Inter- national Financial Reporting Standards (IFRS), the presentation is based on the FASB standard Extractive Activities - Oil and Gas (Topic 932), which is a further development of SFAS 69. In the follow- ing sections, the determination of the amounts complies with the metrics set out by IFRS that underlie the BASF Group Consolidated Financial Statements: Operating income from oil and gas-producing The regions include the following countries with operating activities: activities; Period expenditures for acquisition, exploration and devel- opment of oil and gas deposits; Capitalized costs relating to oil and gas producing activities; and Capitalized exploration drilling: sus- pended well costs. Despite its presentation as a discontinued oper- ation, the main accounting and consolidation methods for the oil and gas business are unchanged compared with the previous year. The definition of companies accounted for using the equity method also follows the approach of the Consolidated Financial Statements. The cash flow from the Yuzhno Russkoye project is shown in the fully consolidated company responsible for marketing the gas. Furthermore, different prices, costs and volume estimates are used for operational decisions as well as for the preparation of the Consol- idated Financial Statements. Therefore, the reserves and net cash flows shown are not comparable with statements and values in the Consolidated Financial Statements. 34 Declaration of Conformity with the German Corporate Governance Code Notes 6 Overviews 2018 The line item annual audit relates to expenses for the audit of the Consolidated Financial Statements of the BASF Group, the legally required financial statements of BASF SE and of the subsidiaries and joint operations included in the Consolidated Financial Statements as well as the voluntary audit of subgroups and combined financial statements. Tax consultation services refer primarily to fees for completion of unfinished tax returns. Fees for other services primarily include project-related audits in connection with regulatory demands as well as other confirmation services. The services provided by the external auditor mainly include services for the annual audit, and to a lesser extent, confirmation services, tax consultation services and other services. of which domestic Total Other services of which domestic Tax consultation services. of which domestic Audit-related services of which domestic Annual audit Million € Services provided by the external auditor BASF Group companies used the following services from KPMG: Services provided by the external auditor 33 Notes 6 Overviews 2017 21.1 18.6 8.2 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 267 BASF Report 2018 22.1 4 Consolidated Financial Statements 19.3 0.1 0.1 0.2 0.3 0.1 0.5 0.4 0.7 6.4 0.1 The annual variable compensation in effect until the end of 2017 was replaced as of 2018 with a forward-looking performance bonus that is geared to sustainable corporate development and has a three-year deferral component. The performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. Subject to certain conditions, ROCE is adjusted for special items from acquisi- tions and divestitures. The conditions for the adjustment of ROCE were not met in 2018. 268 144.3 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 262 BASF Report 2018 For more information on BASF's financing policy, see the Management's Report from page 54 onward BASF strives to maintain a solid "A" rating, which ensures unrestricted access to financial and capital markets. stable S-1 A stable A-1 A stable P-1 A1 Outlook Current financial indebtedness 4 Consolidated Financial Statements cial indebtedness 5 Supplementary Information Oil and Gas Business Notes 6.25 10.5 € 2017 2018 LTI program of the year Correlation BASF share price: MSCI Chemicals Risk-free interest rate Volatility BASF share Volatility MSCI Chemicals Dividend yield Fair value Fair value of options and parameters used as of December 31, 2018 The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. The 2011 to 2017 programs were structured in a similar way to the 2018 LTI program. price on the date of exercise less the nominal value of the BASF share. From the 2013 LTI program onward, right B may only be exercised if the price of the BASF share equals at least the base price. The options of the 2018 LTI program were granted as of July 1, 2018, and may be exercised following a two-year vesting period, between July 1, 2020, and June 30, 2026. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the thresholds must be exceeded. If the other threshold is not exceeded and the option is exercised, the other option right lapses. A participant's maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maximum gain from exercising an option is limited to 10 times the original individual investment for programs from previous years. Option rights are nontransferable and are forfeited if the option holders no longer work for the BASF Group or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared with the conditions applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI program with at least 10% of their actual annual variable compensation. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exercise their options four years after they have been granted at the earliest (vesting period). The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price on the option grant date (absolute threshold). The value of right A is the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. If the cumulative percentage performance of BASF shares exceeds the percentage performance of the MSCI World Chemicals Index SM (MSCI Chemicals), right B may be exercised (relative threshold). The value of right B is the base price of the option multiplied by twice the percentage by which the BASF share outperforms the MSCI Chemicals Index on the exercise date. It is limited to the closing Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price for BASF shares on the first trading day after the Annual Shareholders' Meeting, which was €85.45 on May 7, 2018. The BASF Group continued its share price-based compen- sation program (the long-term incentive (LTI) program) in 2018. The program has been in place since 1999 and approximately 1,200 people, in particular the Board of Executive Directors and senior executives, are currently eligible to participate. It provides for the granting of virtual options, which are settled in cash when exercised. Share price-based compensation program 30 Share price-based compensation program and BASF incentive share program 6 Overviews Noncurrent finan- Scope Standard & Poor's For more information on receivables and miscellaneous assets, see Note 18 from page 235 onward For more information on liabilities, see Note 24 from page 246 onward The assets/liabilities from hedging transactions form part of the balance sheet item derivatives with positive or negative fair values and include only those transactions which hedge risks arising from financial indebtedness and financing-related liabilities secured by micro hedges. Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 261 BASF Report 2018 Other financing-related liabilities primarily comprise liabilities from accounts used for cash pooling with BASF companies not included in the Consolidated Financial Statements. They are reported in miscellaneous liabilities within the balance sheet item other liabilities that qualify as financial instruments. Loan liabilities do not contain any interest components. The reconciliation breaks down the changes in financial and similar liabilities and their hedging transactions into cash-effective and non-cash-effective changes. The cash-effective changes presented above correspond to the figures in cash flows from financing activities. Payments of €107 million were received for divestitures in 2018 (2017: €177 million). Cash flows from investing activities included €7,362 million in pay- ments made for acquisitions (2017: €150 million). 1 Total compensation of former members of the Board of Executive Directors includes compensation for Dr. Kurt Bock before pension benefits in the amount of approximately €1.1 million. 2 Compensation for Dr. Harald Schwager and Margret Suckale for their active membership on the Board of Executive Directors in 2017 is included under total compensation of former members of the Board of Executive Directors in the amount of approximately €1.0 million each. In 2018, the amount of €134 million was taken from plan assets of BASF Pensionstreuhand e.V., Ludwigshafen am Rhein, Germany, for the reimbursement of pension benefits paid pertaining to 2017. For more information on the Statement of Cash Flows, see the Management's Report from page 55 onward Ratings as of December 31, 2018 Capital structure management The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the company's financing policy are to ensure solvency, limit financial risks and optimize the cost of capital. Moody's Ratings as of December 31, 2017 stable S-1 A stable A-1 A stable % P-1 Outlook Current financial indebtedness Noncurrent finan- cial indebtedness Scope Standard & Poor's Moody's BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize our debt capital financing conditions. The equity of the BASF Group as reported in the balance sheet amounted to €36,109 million as of December 31, 2018 (Decem- ber 31, 2017: €34,756 million); the equity ratio was 41.7% on December 31, 2018 (December 31, 2017: 44.1%). Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to the capital market and a solid "A" rating. The capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. A1 5.3 BASF currently has the following ratings, which were were most recently confirmed by Moody's on February 15, 2019, by Standard & Poor's on January 11, 2019, and by Scope Ratings on Decem- ber 11, 2018. % Compensation of the Board of Executive Directors and Supervisory Board 31 Notes 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 2 Management's Report 1 To Our Shareholders About This Report 264 BASF Report 2018 Personnel expenses of €32 million were recorded in 2018 for BASF's "plus" incentive share program (2017: €28 million). The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital reserves over the term of the program. The free shares to be provided by the company are measured at the fair value on the grant date. Fair value is determined on the basis of the BASF share price, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €85.45 for the 2018 program, and €86.02 for the 2017 program. 2,811.447 2,927.843 (129,630) (99,334) (479,111) Compensation of the Board of Executive Directors and Supervisory Board (477,395) Million € 2018 7.6 5.3 159.5 (4.4) 3.3 3.3 27.5 Total compensation of former members of the Board of Executive Directors and their surviving dependents¹.2 Pension provisions for former members of the Board of Executive Directors and their surviving dependents. Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board Compensation of the Supervisory Board Service costs for members of the Board of Executive Directors Total compensation of the Board of Executive Directors Fair value of options granted to the Board of Executive Directors in the fiscal year as of grant date 6.3 18.8 2.7 4.5 14.3 Non-performance-related and performance-related cash compensation of the Board of Executive Directors 2017 24.8 570,465 7.0 2,849,723 1 To Our Shareholders About This Report 263 BASF Report 2018 As a result of a resolution by the Board of Executive Directors in 2002 to settle option rights in cash, all outstanding option rights under the 2011 to 2018 LTI programs were valued at fair value as of December 31, 2018. A proportionate provision is recognized for programs in the vesting period. The LTI provision decreased from €347 million as of December 31, 2017, to €56 million as of Decem- ber 31, 2018, due to lower fair values of the outstanding option rights. The utilization of provisions amounted to €22 million in 2018 (2017: €49 million). Income arising from the release of provisions amounted to €268 million in 2018 (2017: €68 million). Of this The number of options granted amounted to 2,010,720 in 2018 (2017: 1,461,113). Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. determined/used. The stated fair values and the valuation parameters relate to the 2018 and 2017 LTI programs. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preceding years, corresponding fair values and valuation parameters were 2 Management's Report 75.24 14.14 15.97 % 23.22 25.32 0.00 693,125 % (0.12) 78.27 3 Corporate Governance % 5 Supplementary Information Oil and Gas Business 2017 As of December 31 Lapsed entitlements Bonus shares issued 2018 Newly acquired entitlements As of January 1 2,811,447 Shares The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for a Group company or one year after retirement. The number of free shares to be granted has developed as follows: Number of free shares to be granted Employees who participate in BASF's "plus" incentive share program acquire shares in BASF from their variable compensation. For every 10 BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and ten years of holding these shares. As a rule, the first and second block of ten shares entitles the participant to receive one BASF share at no extra cost in each of the next 10 years. The "plus" incentive share program was introduced in 1999 and is currently available to employees in Germany, other European countries and Mexico. Simultaneous participation in both the "plus" program and the LTI program is not permitted. BASF incentive share program The exercisable options had no intrinsic value as of December 31, 2018; their total intrinsic value as of December 31, 2017 was €145 million. amount, €6 million was attributable to the disposal group for the discontinued oil and gas business in 2018 (2017: €1 million). Notes 6 Overviews 4 Consolidated Financial Statements Exploration and technology expenditures Acquisition expenditures Fully consolidated companies For unproven reserves For proven reserves Total Group Rest of Europe Russia North Africa/ Middle East South America 134 1 135 Germany Million € For proven reserves Total expenditures for equity-accounted companies 4 Consolidated Financial Statements 3 Corporate Governance 5 Supplementary Information Oil and Gas Business 6 Overviews Supplementary Information on the Oil and Gas Business 1 2 Management's Report Period expenditures for acquisition, exploration and development of oil and gas deposits Period expenditures include all amounts incurred in connection with the acquisition, exploration or development of oil and gas deposits, regardless of whether these were capitalized or expensed. 2018 Million € Fully consolidated companies Acquisition expenditures For unproven reserves Exploration and technology expenditures Development expenditures Total expenditures 2017 1 1,146 134 16 126 Germany Rest of Europe Russia North Africa/ Middle East South America Total Group 49 12 33 1 To Our Shareholders 31 131 Development expenditures 68 134 42 149 11 83 9 10 78 191 120 490 64 5 141 820 131 573 73 220 About This Report 24 BASF Report 2018 Production costs 118 231 33 10 158 2,201 550 6 82 15 22 149 Depreciation, amortization and impairments Exploration expenses and technology 439 50 50 67 Sales natural gas 57 298 263 438 1,066 Local duties (royalties, export, etc.) 47 79 126 Net revenue (less duties) 269 1,064 379 101 587 20 10 18 94 236 Operating income after taxes 32 101 222 (18) 172 509 Net income of equity-accounted companies 79 49 4 132 64 273 47 Income taxes 154 872 Other (1) 16 25 8 (163) (115) Operating income before taxes 45 148 286 266 745 13 645 1,530 3 132 412 879 Equipment and miscellaneous 888 6 301 894 1,951 6,173 1,530 272 2,169 12,095 Total gross assets 34 Unproven oil and gas reserves Total Group 10,322 97 1,538 2017 Million € Fully consolidated companies Proven oil and gas reserves Germany Rest of Europe Russia North Africa/ Middle East South America 1,029 5,866 140 1,757 Accumulated depreciation, amortization and impairments (1,436) (2,487) (391) 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business 6 Overviews Capitalized exploration drilling: suspended well costs Exploratory drilling costs are capitalized until the drilling of the well is complete. If hydrocarbon resources are found whose commercial development is possible, the costs continue to be capitalized as construction in progress, subject to further appraisal activity that may include the drilling of further wells. Management evaluates all such capitalized costs at least once a year from both a technical and economic perspective to confirm the continued intent to develop or otherwise extract value from the discovery. If this is no longer the case, the relevant costs are written off. If proven reserves of oil or natural gas are determined and development is sanctioned, how- ever, the relevant expenses are transferred within property, plant and equipment to machinery and technical equipment. Impairments for unsuccessful exploration wells are recognized in exploration expenses. The following table indicates the changes in capitalized exploration drilling. The last row shows the year-end value for equity-accounted compa- nies. Capitalized exploration drilling Million € Fully consolidated companies 1,261 As of January 1 About This Report 1,144 275 1,534 (195) (1,193) (5,702) Total net assets 515 3,686 1,139 77 976 6,393 Investments in equity-accounted companies 307 1,130 97 40 BASF Report 2018 75 297 6,308 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Supplementary Information on the Oil and Gas Business Capitalized costs relating to oil and gas producing activities Capitalized costs represent total expenditures on proven and unproven oil and gas deposits including the related accumulated depreciation and amortization. 2018 2 Management's Report Million € Proven oil and gas reserves. Germany Rest of Europe Russia North Africa/ Middle East South America Fully consolidated companies 1 To Our Shareholders About This Report 274 134 914 Total expenditures 63 694 87 36 165 1,045 Total expenditures for equity-accounted companies 21 18 (5) 34 BASF Report 2018 Total Group 1,050 6,783 2,250 13,086 Accumulated depreciation, amortization and impairments (1,505) (3,313) (388) (209) (1,363) (6,778) Total net assets 543 3,685 982 211 887 420 Investments in equity-accounted companies 1,370 2,048 1,370 151 1,892 11,246 Unproven oil and gas reserves 55 211 269 358 893 Equipment and miscellaneous 943 4 947 Total gross assets 6,998 80 82 116 of which equity-accounted companies Gas 2017 6 20 15 7 Proven developed reserves as of December 31 2 8 34 136 218 82 8 50 of which equity-accounted companies Proven reserves as of December 31 Production 184 86 7 440 89 4 29 49 3 3 88 1 Revisions and other changes Extensions and discoveries Purchase/sale of reserves 478 82 2 4 Total Group Of which at equity Developed and undeveloped gas reserves as of January 1, in million barrels of oil equivalent (MMBOE) 23 111 885 9 154 1,182 520 Revisions and other changes (1) 21 97 (1) South America 127 North Africa/ Middle East Rest of Europe 76 82 Additions to exploration drilling of the year Capitalized exploration drilling charged to expense Reclassification of successful exploration drilling 33 111 72 8 390 72 4 68 72 72 Consolidated and equity-accounted companies Germany Russia 10 36 Of which at equity 8 8 3 125 125 125 138 3 77 24 117 57 17 119 13 179 8 (1) Russia North Africa/ Middle East South America Total Group Of which at equity 19 124 907 8 140 1,198 466 1 171 1,126 7 124 1,393 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Oil 2017 5 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business 6 Overviews Consolidated and equity-accounted companies Germany Rest of Europe Russia North Africa/ Middle East South America Total Group 271 Proven developed and undeveloped oil reserves as of January 1, in million barrels (MMbbl) 221 6 675 7 661 7 675 675 17 103 536 6 104 766 221 5 210 221 50 126 4 18 4 56 50 129 166 687 966 Other (9) 17 8 (24) (4) 4 91 7 7 306 1,409 512 89 489 2,805 113 256 30 8 118 525 Exploration expenses and technology Depreciation, amortization and impairments 7 58 Operating income before taxes 91 417 440 32 25 25 2017 Million € Fully consolidated companies Sales crude oil (including condensate and LPG) Germany Rest of Europe Russia North Africa/ Middle East South America Total Group 249 766 (7) 143 686 10 62 179 1,189 Income taxes 26 266 95 52 64 503 Operating income after taxes Net income of equity-accounted companies 65 151 345 115 3 89 1,326 140 1,198 466 7 451 8 8 466 19 55 622 8 114 818 466 907 124 19 4 Extensions and discoveries Purchase/sale of reserves Production Proven reserves as of December 31 of which equity-accounted companies Proven developed reserves as of December 31 of which equity-accounted companies BASF Report 2018 3 12 75 24 114 57 305 16 291 8 Russia North Africa/ Middle East South America Total Group 289 1,025 121 89 98 1,622 71 384 391 480 Rest of Europe 54 Germany Local duties (royalties, export, etc.) Net revenue (less duties) 305 305 272 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Supplementary Information on the Oil and Gas Business Operating income from oil and gas-producing activities Operating income represents only those revenues and expenses directly associated with oil, condensate and gas production. This partly results in significant differences to the figures shown for the discontinued oil and gas business. Significant deviations exist in sales revenues that do not include sales from merchandise and services as well as the financing and corporate overhead costs not included there. The depreciation and amortization that was suspended in BASF's Consolidated Financial Statements from the date of classification as a discontinued operation is also taken into account. Income taxes were computed using currently applicable local income tax rates. 2018 Million € Fully consolidated companies Sales crude oil (including condensate and LPG) Sales natural gas Production costs 2018 134 303 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Ten-Year Summary About This Report Million € 2009 2010 2011 2012² 20133 2014 6 Overviews Ten-Year Summary 285 Glossary Overviews 1,024 5,438 134 (27) 26 135 134 134 278 Chapter 6 pages 279-289 Ten-Year Summary 280 Trademarks 284 6 2015 2016 2017 2018 7,626 6,248 6,275 7,5871 6,033 3,079 7,373 8,970 5,977 6,600 7,203 5,548 5,395 6,8821 5,288 7,160 176 6,742 7,761 Sales and earnings Sales Income from operations (EBIT) Income before income taxes 50,693 63,873 73,497 72,129 73,973 74,326 70,449 57,550 61,2231 62,675 3,677 8,586 Income after taxes from continuing operations 2,260 170 1,147 4,470 82 (151) (868) (488) 104 (104) (1,893) (94) 242 1,410 474 205 (282) 2,131 1,020 68 180 1 65 114 180 180 Germany Rest of Europe North Africa/ Russia Middle East South America Total Group Of which at equity (74) 2,257 143 46 (61) (1,779) (145) (227) 41 (2,171) (163) 115 239 135 140 629 131 (1) (1) (44) 1,808 (247) (27) 973 248 90 105 1,462 72 67 652 79 134 932 7 (41) 286 (278) (187) 5,752 5,592 Income after taxes from discontinued operations 2,594 2,631 2,770 3,600 3,691 3,586 2,618 3,155 At year-end Annual average Personnel expenses 104,779 103,612 109,140 111,141 Number of employees 2,667 2,614 3,750 6,369 5,742 4,377 4,028 5,040 Depreciation and amortization of property, plant and equipment and intangible assets of which property, plant and equipment 3,711 3,370 3,407 3,267 3,272 3,417 4,401 4,251 4,202 110,782 104,043 110,403 109,969 10,659 1,849 1,884 1,953 1,863 1,843¹ 2,028 Research and development expenses 1,398 1,492 1,605 1,732 1 Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see the Consolidated Financial Statements from page 200 onward. 2 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 3 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. BASF Report 2018 280 10,610 6,428 10,165 9,224 112,206 111,844 113,292 112,435 112,644 113,249 113,830 111,975 115,490 122,404 114,333 118,371 7,107 8,228 8,576 8,963 9,285 9,982 4,150 4,084 3,294 5,155 3,987 4,056 6,078 4,707 Income from operations before depreciation and amortization (EBITDA) 4,792 7,388 11,993 10,009 10,432 11,043 10,649 10,526 11,131 4,819 6,188 4,557 760 829 Income after taxes 1,655 5,074 6,603 5,067 5,113 5,492 4,301 4,255 6,352 4,979 Net income 1,410 10,765¹ 9,166 EBIT before special items 4,852 825 Capital expenditures, depreciation and amortization Additions to property, plant and equipment and intangible assets 5,972 5,304 3,646 5,263 7,726 7,285 6,013 7,258 4,364 10,735 of which property, plant and equipment 4,126 2,9021 3,199 1,136 1,368 8,138 8,447 6,647 7,077 7,357 6,739 6,309 7,645¹ 6,353 EBIT after cost of capital (226) 3,500 2,551 1,164 1,768 194 914 253 2,859 393 1,196 9,036 767 (36) 297 5,460 2,601 282 3,284 587 286 1,440 2,859 140 1,737 250 3,014 27,419 5,890 1,540 4,683 3,278 921 1,055 11,477 2,109 28 1,823 1,459 3,285 311 6,906 253 914 5,752 180 1,538 9,543 6,556 3,476 3,362 24,475 3,561 1,486 4,767 1,786 1,173 1,562 10,774 1,426 (22) Future income taxes 2,562 Future production/development costs Of which at equity 65 114 180 180 Million € Consolidated and equity-accounted companies Rest of Germany Russia Europe North Africa/ Middle East South Total America Group Future revenues 2,589 4,599 8,243 2018 2017 Wells for which drilling is not complete 10 4 Wells capitalized less than one year Fully consolidated companies 32 Wells capitalized more than one year 269 264 Total 311 303 35 Capitalized exploration drilling Million € The following table provides an overview of the capitalization period, amounts capitalized for exploration drilling, and the number of sus- pended exploration wells. As of December 31 411 46 32 (25) (34) (20) (75) 7 (31) 311 303 Equity-accounted companies as of December 31 123 164 Translation effect Number of exploration wells in construction in progress 29 29 31 10% discount rate Standardized measure of discounted future net cash flows of which equity-accounted companies Standardized measure of discounted future net cash flows 2017 5 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business 6 Overviews Germany Rest of Europe Russia North Africa/ Middle East South America Total Group Of which at equity 1,818 Future net cash flows, not discounted 10,197 Future income taxes Future revenues Number of exploration wells in construction in progress at equity-accounted companies as of December 31 20 23 BASF Report 2018 Standardized measure of discounted future net cash flows relating to proven oil and gas reserves The following information was determined based on the provisions of the standard Extractive Activities - Oil and Gas (Topic 932) pub- lished by FASB. Based on this, a standardized measure of dis- counted future net cash flows with the relevant revenues, costs and income tax rates is to be made. The proven reserves are valued at the average price calculated from the prices on the first day of the month for the past business year. The values thus determined are discounted at a 10% annual discount rate. 276 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Standardized measure of discounted future net cash flows 2018 Million € Consolidated and equity-accounted companies Future production/development costs 966 2,089 491 239 846 775 811 (123) 2,548 (110) 619 12 21 62 (694) 191 122 12 (2,526) (374) (159) North Africa/ Middle East South America Total Group Of which at equity 170 1,808 2,260 176 1,024 5,438 134 (192) (1,211) (590) (2) (321) 22 59 (871) 97 (700) (703) 12 340 265 154 122 893 144 (1) (1) 286 1,440 (146) Russia 254 34 525 94 13 140 831 48 (30) (439) (24) 7 30 (456) (29) 34 34 (34) Rest of Europe Germany 6 Overviews 170 1,808 2,260 176 1,024 5,438 134 of which equity-accounted companies (27) 26 135 134 Rest of Europe BASF Report 2018 277 Standardized measure of discounted future net cash flows About This Report (1) 285 6,113 2,002 Future net cash flows, not discounted 74 2,187 3,804 214 1,309 7,588 133 10% discount rate (96) 379 1,544 38 2,150 2017 1 To Our Shareholders 3 Corporate Governance As of January 1 Sales of oil and gas produced, net of production costs in the current period Net changes in prices and production costs at balance sheet date Net changes from extensions, discoveries and improved recovery, less related costs Revisions of previous reserves estimates Investments in the period Changes in estimated investments in future periods Purchase/sale of reserves Net change in income taxes Accretion of discount Other Standardized measure of discounted future net cash flows as of December 31 of which equity-accounted companies BASF Report 2018 5 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business Consolidated and equity-accounted companies 2 Management's Report Summary of changes in standardized measure of discounted future net cash flows 2017 Million € Standardized measure of discounted future net cash flows as of December 31 4 Consolidated Financial Statements Summary of changes in standardized measure of discounted future net cash flows 2018 Million € Consolidated and equity-accounted companies As of January 1 Sales of oil and gas produced, net of production costs in the current period Net changes in prices and production costs at balance sheet date Net changes from extensions, discoveries and improved recovery, less related costs Revisions of previous reserves estimates Investments in the period Changes in estimated investments in future periods Purchase/sale of reserves Net change in income taxes Accretion of discount Other of which equity-accounted companies BASF Report 2018 166 Proven developed reserves as of December 31 North Africa/ Middle East South America Total Group Of which at equity 34 136 218 82 Russia 8 82 6 (43) 10 3 5 (19) (3) 478 10 Rest of Europe 5 Supplementary Information Oil and Gas Business Supplementary Information on the Oil and Gas Business of which equity-accounted companies About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Consolidated and equity-accounted companies Germany 6 Overviews Proven developed and undeveloped oil reserves as of January 1, in million barrels (MMbbl) Extensions and discoveries Purchase/sale of reserves Production Proven reserves as of December 31 of which equity-accounted companies Proven developed reserves as of December 31 of which equity-accounted companies Gas 2018 Revisions and other changes 10 Oil 2018 63 161 68 10 326 61 6 55 61 58 61 Germany Developed and undeveloped gas reserves as of January 1, in million barrels of oil equivalent (MMBOE) Revisions and other changes Extensions and discoveries of which equity-accounted companies Production Proven reserves as of December 31 63 Consolidated and equity-accounted companies 29 Purchase/sale of reserves 132 132 6 15 10 2 54 10 34 21 276 62 82 69 1 63 478 11 75 132 Joint Operation A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Joint Arrangement J ISO 50001 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that determines the general requirements for an energy management system for volun- tary certification. ISO 50001 ISO 19011 ISO 14001 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that determines the general requirements for an environmental management system for voluntary certification. ISO 14001 ISO 9001 The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. ILO Core Labor Standards The International Financial Reporting Standards (until 2001: Interna- tional Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, England. The "IAS Regulation" made the application of IFRSS mandatory for listed companies headquartered in the European Union starting in 2005. A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. ISO 19011 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that also serves as a ISO 9001 is an international standard developed by the International Organization for Standardization (ISO) that determines minimum requirements for a quality management system for voluntary certifi- cation. MDI A joint venture is a joint arrangement in which the parties that have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial State- ments. 287 BASF Report 2018 The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. MSCI World Chemicals Index Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and interna- tionally recognized labor standards. Monitoring system The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content of gas. One mmBtu (million British ther- mal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Million British thermal unit (mmBtu) MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of polyurethane. This plastic is used for applications ranging from the soles of high- tech running shoes and shock absorbers for vehicle engines to insulation for refrigerators and buildings. BASF uses the materiality analysis to determine the significance of sustainability topics based on internal analyses and the expectations of external stakeholders. Materiality analysis/material aspects M The long-term incentive program is a share price-based compensa- tion program primarily for senior executives of the BASF Group and Long-term incentive program (LTI) L Joint Venture IAS stands for International Accounting Standards (see also IFRS). The Global Product Strategy aims to establish global product stewardship standards and practices for companies. The program, initiated by the International Council of Chemical Associations, strives to ensure the safe handling of chemicals by reducing existing differences in risk assessment. members of the Board of Executive Directors. The program aims to tie a portion of the participants' annual variable compensation to the long-term, absolute and relative performance of BASF shares by making an individual investment in the company's stock. Global Compact Free cash flow is cash provided by operating activities less pay- ments made for property, plant and equipment and intangible assets. Free cash flow Formulation describes the combination of one or more active sub- stances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effectiveness of various products, such as cosmetics, pharmaceuticals, agricul- tural chemicals, paints and coatings. Formulation Field development is the term for the installation of production facili- ties and the drilling of production wells for the commercial exploita- tion of oil and natural gas deposits. Field development F Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. Exploration European Water Stewardship (EWS) Standard The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are water abstraction volumes, water quality, conservation of biodiversity and water governance. The Europe-wide standard came into force at the end of 2011 and I was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. Equity method We define the emerging markets as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh; Central and South America; eastern Europe; the Middle East, Turkey and Africa. About This Report In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. Global Product Strategy (GPS) Global Reporting Initiative (GRI) The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their econom- ic, environmental and social activities. The GRI Guidelines became global GRI Standards in 2016. guide for auditing management systems, for example for occupa- tional health and safety, energy, quality and environmental manage- ment. ment. It comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. 6 Overviews Glossary 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report IAS 1 To Our Shareholders 286 BASF Report 2018 The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health manage- Health Performance Index (HPI) H The Greenhouse Gas Protocol, used by many companies in different sectors as well as nongovernmental organizations and govern- ments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recom- mendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Insti- tute and the World Business Council for Sustainable Development. Greenhouse Gas Protocol (GHG Protocol) About This Report 1 To Our Shareholders About This Report 3 Corporate Governance TDI T We use Sustainable Solution Steering to review and guide our port- folio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our prod- ucts and solutions already comply with sustainability requirements and how we can increase their contribution. Sustainable Solution Steering A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. Steam cracker A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. Spot market (cash market) 6 Overviews Glossary 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders Emerging markets 288 TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furni- ture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). Tier 1 suppliers "Tier" is used in combination with a number (Tier 1, Tier 2, etc.) and indicates a supplier's position in the supply chain. Tier 1 suppliers are suppliers that deliver directly to producing companies. Suppliers usually work together with other suppliers, which are categorized as Tier 2, Tier 3, etc. based on their role in the value chain. Traits Quarterly Statement, Q1 2019 / Annual Shareholders' Meeting 2019 289 BASF Report 2018 We previously defined water stress areas as areas in which water represents a scarce resource, and where people use 60% or more of the water available. The most important factors leading to water scarcity are: low precipitation, high temperatures, low air humidity, unfavorable soil properties and high water abstraction rates. From 2019 onward, we will expand our definition of water stress areas and report on regions in which 40% or more of available water is used by industry, household and agriculture. - - Water stress areas BASF Report 2018 W Verbund A value chain describes the successive steps in a production pro- cess: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Value chain V TUIS is a German transport accident information and emergency response system jointly operated by around 130 company fire departments within the chemical industry and specialists. The mem- ber companies can be reached by the public authorities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. TUIS Traits are commercial plant characteristics, such as an inherent resistance to certain herbicides or an inherent defense against certain insects. In the BASF Verbund, production facilities and technologies are intelligently networked, with high-output chemical processes that use energy and resources efficiently. The by-products of one plant serve as feedstock elsewhere, creating efficient value chains - from basic chemicals to high value-added solutions such as coatings or crop protection products. Our Verbund concept realized in production, technologies, the market and digitalization enables innovative solutions for a sustainable future. 2 Management's Report Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. SEEbalanceⓇ is the SocioEcoEfficiency analysis developed by BASF. It can be used to evaluate and compare the environmental impact, costs and social aspects of products and manufacturing processes. SEEbalanceⓇ makes sustainable development measurable and manageable for companies by combining the three dimensions of sustainability - economy, environment and society - in an integrated product assessment tool. The peak sales potential of the Agricultural Solutions pipeline describes the total peak sales generated for individual products in the research and development pipeline. Peak sales are the highest sales value to be expected from one year. The pipeline comprises Peak sales potential P The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a framework for an occupational safety management system. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. OHSAS 18001 VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. NMVOC (Nonmethane Volatile Organic Compounds) Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. Naphtha The International Organization for Standardization defines nanoma- terials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nanoscale. For regulatory purposes, there are additional definitions for nanomaterials worldwide. Nanomaterials N 6 Overviews Glossary 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements innovative products that have been on the market since 2018 or will be launched on the market by 2028. Process safety incidents (PSI) Process safety incidents (PSI) is a worldwide harmonized industry metric used to report events involving the release of a substance or energy where this exceeds defined thresholds. BASF has used the criteria and reporting thresholds developed by the International Council of Chemical Associations (ICCA) since 2018. Propylene oxide (PO) SEEbalance® S Return on capital employed (ROCE) is a measure of the profitability of our operations. This is calculated as the EBIT generated by the segments as a percentage of the average cost of capital basis. The average cost of capital basis corresponds to the operating assets of the segments plus the customer and supplier financing not included there and is calculated using the month-end figures. ROCE Return on assets describes the return we make on the average assets employed during the year and reflects this return indepen- dent of the capital structure. It is calculated as income before taxes and noncontrolling interests plus interest expenses as a percentage of average assets. Return on assets Profits generated can be used in two ways: distribution to share- holders or retention within the company. Special items Retention Responsible CareⓇ The term renewable resources refers to components from biomass used for industrial purposes that originate from different sources, for example, plants and microorganisms. Among other applications, renewable resources are used as feedstock for manufacturing numerous products. Renewable resources REACH is a European Union regulatory framework for the registra- tion, evaluation, authorization and restriction of chemicals, and was implemented gradually by 2018. Companies are obligated to collect data on the properties and uses of produced and imported sub- stances and to assess any risks. REACH R Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. Responsible Care® refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. Enhanced oil recovery (EOR) methods, also called tertiary recovery or tertiary production methods, are used to increase the recovery factor from oil reservoirs. Different technologies are employed depending on reservoir conditions; a distinction is generally made between thermal and chemical EOR and miscible gas flooding, which makes use of gases such as carbon dioxide. Barrel of oil equivalent (BOE) The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profitability and environmental compatibility. НЕРАХАТМ FSC® FLO RITE® FINALE® FIBERMAX® F 500® EuperlanⓇ OP White ENGENIA® CREDENZⓇ COPEO® CLEARFIELD® CHOVATEK® CERESIT® CELLASTO® BastaⓇ ILEVO® INITIUM® INSCALISⓇ INTEGRAL® TERMIDOR® REVYSOL® SEEBALANCE® SERIFEL® STONEVILLEⓇ SYSTIVAⓇ LUCANTIN® NXT LUPRANATⓇ LUPRO-GRAIN® LUPROSIL® LUXIMOⓇ NAFTOSEAL® NEALTA® NODULATOR® NUNHEMS® PolyTHF® PONCHOⓇ Responsible Care® LIMUS® reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Henkel AG reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group _reg. trademark of BASF Group reg. trademark of Forest Stewardship Council trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group _reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group 6 Overviews Trademarks 1 Trademarks are not registered in all countries. AUROOM® LIBERTY LINK® KIXOR® KEROJET® Aquarius. KAURITⓇ KAURANAT® IRGANOX® INVIGOR® INTERCEPTOR® LIBERTY® THERMOTEK® THOMSIT® TIREXOR® AgCelenceⓇ Trademarks¹ 15,317 14,236 15,893 14,339 16,710 16,477 15,568 11,680 5,753 1,993 87 195 2,998 3,064 2,850 14,880 23,329 51,268 59,393 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 283 BASF Report 2018 acForm® 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group 78,768 76,496 70,836 71,359 64,204 62,726 61,175 86,556 Enhanced Oil Recovery (EOR) ULTRAFORMⓇ ULTRASIMⓇ ULTRASON® VELONDISⓇ VIZURA® reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group Dodd-Frank Act D Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. Compliance BASF's Competency Model is derived from our corporate strategy and our values, and translates these into specific day-to-day behavioral standards. It is applicable worldwide, creating a common framework for the conduct of all BASF employees and leaders to enable us to reach our shared goals. The eight competencies are: Drive Innovation, Collaborate for Achievement, Embrace Diversity, Communicate Effectively, Drive Sustainable Solutions, Develop Self and Others, Act with Entrepreneurial Drive, Demonstrate Customer Focus. Competency Model The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be deter- mined individually. This requires a good rating. Commercial paper program CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. CO2 equivalents The international nonprofit organization CDP (formerly the Carbon Disclosure Project) analyzes environmental data of companies. The CDP's indexes serve as assessment tools for investors. CDP We define capex as additions to property, plant and equipment excluding additions from acquisitions, IT investments, capitalized exploration, restoration obligations and right-of-use assets arising from leases. Capital expenditures (capex) C The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of the Congo or its bordering countries. The companies must prove that the materials they use do not come from mines in these conflict areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their deriva- tives: Columbitetantalite (coltan), cassiterite, wolframite and gold. E EBIT Earnings before interest and taxes (EBIT): At BASF, EBIT corre- sponds to income from operations. Eco-Efficiency Analysis The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization as a per- centage of EBITDA. It is calculated as income from operations before depreciation, amortization and valuation allowances as a percentage of sales. EBITDA margin 6 Overviews Glossary 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Breakthrough innovations are radically new products, applications, processes, services or business models that have a significant potential competitive advantage and a disruptive effect on the mar- ket. They can also be achieved by combining individual innovations and existing technologies to create a new, complex system. Break- through innovations open up new high-tech fields, markets or indus- tries, generating value added and benefits for society. 2 Management's Report About This Report 285 BASF Report 2018 Earnings before interest, taxes, depreciation and amortization (EBITDA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and reversals of impairments). EBITDA EBIT after cost of capital is calculated by deducting the cost of capital from the EBIT of the segments. The cost of capital thereby reflects the shareholders' expectations regarding return (in the form of dividends or share price increases) and interest payable to credi- tors. If the EBIT after cost of capital has a positive value, we have earned a premium on our cost of capital. EBIT after cost of capital 1 To Our Shareholders reg. trademark of BASF Group Breakthrough innovations Biotechnology reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of Conseil Européen de l'Industrie Chimique reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group VAULTⓇ HP reg. trademark of BASF Group reg. trademark of BASF Group reg. trademark of BASF Group VOTIVO® XARVIO® XEMIUM® reg. trademark of BASF Group A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. May 3, 2019 B Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Associated companies A Glossary Biotechnology includes all processes and products that make use of living organisms, such as bacteria and yeasts, or their cellular con- stituents. 6 Overviews Glossary 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 284 BASF Report 2018 5 Supplementary Information Oil and Gas Business Half-Year Financial Report 2019 2014 Quarterly Statement, Q3 2019 25,258 26,413 25,260 23,496 19,229 16,610 17,966 17,241 16,285 Property, plant and equipment 16,554 13,594 15,162 12,537 12,967 20,780 Investments accounted for using the equity method 1,340 1,328 526 540 643 613 848 1,953 1,619 12,324 Other financial assets 4,715 4,647 4,436 3,245 4,174 3,459 1,852 2,203 605 12,193 12,245 281 BASF Report 2018 4 Calculated in accordance with German GAAP 1 Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see the Consolidated Financial Statements from page 200 onward. 2 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 3 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 918.5 918.5 918.5 918.5 million Number of shares as of December 31 918.5 918.5 918.5 918.5 918.5 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 10,449 Intangible assets 2018 2017 2016 2015 2014 11,919 2013² 2011 2010 2009 Million € Balance sheet (IFRS) 6 Overviews Ten-Year Summary 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 20121 918.5 606 Deferred taxes 10,665 10,8013 10,952 9,516 10,385 10,233 9,506 10,886 10,167 7,738 Accounts receivable, trade 12,166 10,303 10,005 9,693 Other receivables and miscellaneous current assets 3,223 3,883 3,781 536 21 19 17 14 19 16 11,266 15 3,139 3,4943 3,078 3,095 4,032 3,714 3,455 Marketable securities 570 10,160 10,059 911 561 653 946 Other receivables and miscellaneous noncurrent assets 2,342 2,118 2,513 1,791 2,193 1,006 1,473 941 1,112 1,042 877 1,498 1,720 1,210 8,688 6,776 Inventories 43,335 47,623 50,550 46,270 9,581 43,939 35,259 34,087 34,532 31,681 Noncurrent assets 886 1,332 38,253 July 25, 2019 3.20 3.00 4.34 5.61 5.22 5.25 6.74 4.96 1.54 € Earnings per share 2018 2017 2016 2015 2,520 20133 4.42 6.62 5.12 Adjusted earnings per share 6,602 7,105 6,460 5,693 Cash flows from operating activities 5.87 6.44 2012² 4.83 5.44 5.31 5.64 6.26 5.73 3.01 € 5.00 8,100 2011 2009 Thorsten Pinkepank, phone: +49 621 60-41976 Sustainability Relations Jens Fey, phone: +49 621 60-99123 Media Relations Phone: +49 621 60-0, email: global.info@basf.com General inquiries Contact You can find this and other BASF publications online at basf.com Published on February 26, 2019 Further information April 30, 2020 Quarterly Statement, Q1 2020/ Annual Shareholders' Meeting 2020 February 28, 2020 BASF Report 2019 October 24, 2019 Investor Relations Dr. Stefanie Wettberg, phone: +49 621 60-48002 Internet basf.com Key data Million € 6 Overviews Ten-Year Summary 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 2010 1 To Our Shareholders COMC 1902 E Papler aus verantwor- tungsvollen Quellen FSC® C021366 MIX FSC www.fsc.org BASF supports the chemical industry's global Responsible Care initiative. OUR COMMITMENT TO SUSTAINABILITY Responsible Care® About This Report 3.10 6,958 7,717 2,808 2,158 5,853 2,826 2,880 3,506 3,737 2,176 Dividend per share Dividend Net income of BASF SE4 Appropriation of profits 11.4 15.4 % 3,130 2,982 1,561 2,021 2.90 2.80 2.70 2.60 2.50 2.20 1.70 Return on capital employed (ROCE) € 2,847 2,755 2,664 2,572 2,480 2,388 2,296 2,939 9,446 14.1 13.3 Return on assets 14.6 17.61 18.3 15.1 14.9 14.1 13.9 16.3 17.4 14.6 % EBITDA margin 7,939 8,785 % 7.5 14.7 16.1 14.4 19.7 19.2 19.9 27.5 24.6 8.9 18.9 % 7.1 9.51 8.2 8.7 11.7 11.5 11.0 Return on equity after tax 3,564 IFRS 2,623 12,916 3,118 3,117 3,130 3,141 3,143 3,165 3,188 3,203 3,216 3,229 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 2018 2017 2016 2015 2014 20132 15,817 2012¹ 19,446 26,102 22,657 18,609 1,055 919 761 629 581 630 1,010 1,246 1,253 1,132 (5,939) (5,282) (4,014) (3,521) (5,482) (3,400) (3,461) 314 1,195 156 36,699 34,826 31,515 30,120 28,777 23,708 25,385 2011 2009 25,946 24,566 27,420 25,951 14,607 3,264 27,467 27,088 24,861 19,587 Current assets 295 614 2,300 6,495 1,375 2,241 1,718 1,827 1,647 2,048 1,493 1,835 Assets of disposal groups Cash and cash equivalents 344 52 2,292 31,145 2010 43,221 51,268 Equity Noncontrolling interests Other comprehensive income Retained earnings Capital reserves Million € Balance sheet (IFRS) 6 Overviews Ten-Year Summary 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 282 BASF Report 2018 3 As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under the item other receivables and other assets. The 2017 figures have been restated accordingly. 1 We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. 2 Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group 86,556 78,768 76,496 70,836 71,359 64,204 62,726 61,175 59,393 Total assets 25,621 Subscribed capital 28,195 3,324 3,276 5,122 4,971 4,610 4,020 4,861 5,153 4,502 5,121 4,738 2,786 Total equity and liabilities Current liabilities Liabilities of disposal groups Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade 27,118 29,132 28,611 25,055 27,271 22,192 20,395 3,210 19,313 2,628 2,540 3,036 27,673 2,802 2,240 5,509 2,497 3,767 4,074 3,545 3,256 4,094 3,985 3,369 2,375 695 1,119 1,288 1,082 1,079 968 870 1,038 1,140 1,003 3,252 3,229 2,802 2,670 21,168 2,844 705 2,093 Deferred taxes 1,860 3,478 3,667 3,369 3,502 3,226 2,925 3,335 3,352 3,289 7,434 2,467 6,293 6,313 7,313 3,727 5,421 3,189 2,778 2,255 Provisions for pensions and similar obligations 36,109 34,756 20,979 32,568 31,545 8,209 2,628 Other provisions 2,894 873 869 2,234 1,197 1,194 1,111 1,142 901 15,332 15,535 12,545 11,123 11,839 11,151 898 8,704 3,420 3,381 3,317 2,731 1,787 Financial indebtedness 1,095 Noncurrent liabilities 12,444 11,670 9,019 Other liabilities For more information, see pages 90 to 91 HEALTH AND METHOD DECENT WORK AND OECONOMIC GROWTH W DECENT WORK AND 12 RESPONSIBLE 12 RESPONSE CLIMATE 13 AND PREDUCTION ECONOMIC GROWTH Cover 90% of our relevant spend³ with sustainability evaluations by 2025, and have 80% of our suppliers improve their sustainability performance upon re-evaluation For more information, see pages 37 to 38 12 Q Increase EBITDA before special items by 3% to 5% per year For more information, see pages 103 to 106 DECENT WORK AND 16 PEACE JUSTICE AND STRENE QUSTRY AND INFRASTRUCTURE ECOND GROWTH DECENT WORK AND Achieve €22 billion in Accelerator sales² by 2025 NOUSTRY VA 9AND STRUCTURE 8ETWORK AND ECONOMIC GROWTH QNOLSTRY POIN AND INFRASTRUCTURE Nonfinancial targets Grow CO2-neutrally until 2030 Achieve a return on capital employed (ROCE)¹ considerably above the cost of capital percentage every year 17 PARTNERSHIPS NOUSTRY POW Existing nonfinancial targets 1 Return on capital employed (ROCE) is a measure of the profitability of our operations. We calculate this indicator as the EBIT generated by the segments as a percentage of the average cost of capital basis. 2 Accelerator products are products that make a substantial sustainability contribution in the value chain. 3 We understand relevant spend as procurement volumes with suppliers defined as relevant. For more information, see page 90. Increase the dividend per share every year based on a strong free cash flow More than 80% of our employees feel that at BASF, they can thrive and perform at their best ON LAND Increase the proportion of women in leadership positions with disciplinary responsibility to 22-24% by 2021 M For more information, see pages 110 to 115 For more information, see pages 110 to 115 DECENT WORK AND Grow sales volumes faster than global chemical production every year 4 EDUCATION DECENT WORK AND FOR THE GOALS 15 AND WELL-BEING Reduce the worldwide lost-time injury rate per 200,000 working hours to ≤0.1 by 2025 For more information, see pages 96 to 97 DECENT WORK AND Reduce worldwide process safety incidents per 200,000 working hours to ≤0.1 by 2025 For more information, see pages 97 to 98 RESPONSIBLE O AND SANEATON AND PRODUCTION 3 GOOD HEALTH 12 3 AND WELL-ENG Introduce sustainable water management at all production sites in water stress areas and at all Verbund sites by 2030 For more information, see pages 108 to 109 CLEAN WATER 12 RESPONSIBLE 14 LOW WATER 3D HEALTH 15 LAND Financial targets Introduction of sustainable water management at all We want to grow faster than the market and thus be economically successful and profitable. Further- more, we want to provide answers to the most pressing challenges of our time. To combat climate change and global warming, we have committed ourselves to growing production volumes without adding further CO2 emissions until 2030. This means we will decouple greenhouse gas emissions from organic growth. We have also defined targets for a sustainable product portfolio, responsible procure- ment and engaged employees. Safety for people and the environment, inclusion of diversity and water management will remain a top priority. At BASF, we are passionate about chemistry and our cus- tomers. Thanks to our expertise, our innovative and entrepre- neurial spirit, and the power of our Verbund integration, our innovations have decisively contributed to changing the world we live in for the better for more than 150 years. To be the world's leading chemical company for our customers, we will grow profitably and add value to society. This is how we create chemistry for a sustainable future. [Corporate Strategy] Our Strategy 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 2 Management's Report Corporate Strategy 1 To Our Shareholders About This Report 24 24 BASF Report 2018 3 Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam Compared with 2017, sales at our companies located in emerging markets rose by 2% to €17,144 mil- lion, largely as a result of higher sales prices and volumes. Measured by location of customer, we increased sales in the emerging markets by 1% to €21,799 million. This brought sales to customers in emerging markets to around 35% of total sales in 2018. Overall, growth in the emerging markets declined slightly in 2018. We define the emerging markets as Greater China, the ASEAN countries,³ India, Pakistan and Bangladesh; Central and South America; eastern Europe; the Middle East, Turkey and Africa. Momentum eased slightly in eastern Europe. The eastern E.U. countries continued to post dynamic growth, albeit slower than in the previous year. Russia's output rose faster than in the previous year, buoyed by the comparatively high oil price and strong growth in the construction sector. In the emerging markets of Asia, which account for over 60% of the gross domestic product (GDP) of all emerging economies, growth declined slightly. The Chinese economy noticeably cooled, while India and Thailand saw stronger increases in economic output com- pared with the previous year. In South America, the economy darkened significantly as Argentina fell back into recession. Brazil continued its moderate recovery despite political uncertainty ahead of the presidential elections and production outages caused by strikes in the spring. Although growth slowed significantly in Turkey, the Middle East as a whole only recorded a slight decline. The oil-producing states benefited from rising oil prices. Growth remained more or less stable in Africa, too. The weaker trend in South Africa was offset by a marked upturn in Nigeria. Page 108 50.0% More on 5 More on SDGs SDG 7, 12, 13, Page 105 14, 15 Reduction of greenhouse gas emissions per metric ton of sales product (excluding the oil and gas business, baseline 2002) (40%) (34.2%) Today, the world is changing more rapidly than ever before, driven by demographic change and new digital technologies. Our cus- tomers in different industries and regions face diverse social and environmental challenges due to limited natural resources and increasing consumer demands. Chemistry is key to solving many of these challenges. By combining our unique expertise with our cus- tomers' competence, we will jointly develop profitable, innovative and responsible solutions for these global trends. SDG 12, 13, 14, 15 1 The selection of relevant sites is determined by the amount of primary energy used and local energy prices; figures relate to BASF operations including the discontinued oil and gas business. [Water] production sites in water stress areas and at all Verbund sites (excluding the oil and gas business) 2025 goal 100% Status at end of 2018 SDGs Page 104 Our purpose reflects what we do and why we do it: We create chemistry for a sustainable future. We pursue this purpose with our corporate strategy, which was updated in 2018. We want to con- tribute to a world that provides a viable future with enhanced quality of life for everyone. This is why we offer products and solutions that make the best use of available resources. Corporate purpose We create chemistry for a sustainable future -70% by 2050 +300% Sources: U.N., IEA, UBS Foresight, BASF As part of our aspiration to be the world's leading chemical company for our customers, we want to strengthen our passion for customers throughout the entire organization. We want to grow profitably and create value for society. To achieve this, we have set ourselves ambitious financial and nonfinancial targets. BASF Report 2018 zettabytes by 2020 25 1 To Our Shareholders 2 Management's Report Corporate Strategy 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews New targets from 2019 onward Business success tomorrow means creating value for the environment, society and business. We have set ourselves new financial and nonfinancial targets so that our customers, investors, employees and other stakeholders can track our progress. About This Report The new targets will apply from 2019 onward and will replace our previous goals. In this way, we want to steer our business into a sustainable future and, at the same time, contribute to the implementation of the United Nations' Sustainable Development Goals (SDGs). 50 Required reduction of greenhouse gas emissions to achieve the 2°C goal Global trends provide opportunities for growth in the chemical industry Demographic change: Share of population aged 60 and over by 2050 Population growth: Driven by the emerging markets by 2050 Electromobility: Growing demand for battery materials by 2025 China the largest market: Share of global chemical market by 2030 +32% ~50% Our aspiration is to be the world's leading chemical company. With our updated corporate strategy, which was announced in Novem- ber 2018, we are targeting profitable growth. We aim to grow organ- ically and thus will strengthen our customer focus. The Asian market plays an important role in our growth strategy. With a share of more than 40%, China is already the largest chemical market and drives the growth of global chemical production. By 2030, China's share will increase to nearly 50%, and we want to participate in this growth. To drive forward our growth in this dynamic market, we plan to build an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. We also want to expand our exist- ing joint venture with Sinopec in Nanjing. Digitalization: Rapid growth in volume of data Climate change: +130% 10 AND STRONG 1 To Our Shareholders BASF Report 2018 ment with variable compensation and pension systems, and our shareholders' objectives. Calculating EBIT after cost of capital and ROCE To calculate EBIT after cost of capital, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other - not allocated to the divisions - and subtract the cost of capital of the BASF Group from the resulting figure. Cost of capital is determined by applying the cost of capital percentage before taxes to the value of the cost of capital basis at each month-end. Monthly cost of capital is then added up over the course of the year. The cost of capital percentage is determined using the weighted cost of capital from equity and borrowing costs (weighted average cost of capital, WACC). To calculate a pre-tax figure similar to EBIT, it is adjusted using the projected tax rate for the BASF Group for the business year. In addition, the projected net expense of Other is already provided for by an adjustment to the cost of capital percent- age. The cost of equity is ascertained using the capital asset pricing model. Borrowing costs are determined based on the financing costs of the BASF Group. As in 2017 and 2018, we anticipate a cost of capital percentage of 10% in 2019. The cost of capital basis consists of the operating assets of the segments and is calculated using the month-end figures. Operating assets comprise the current and noncurrent asset items of the segments. These include tangible and intangible fixed assets, investments accounted for using the equity method, inventories, trade accounts receivable, other receivables and other assets gen- erated by core business activities and, where appropriate, the assets of disposal groups. The cost of capital basis also includes customer and supplier financing. ROCE is calculated as the EBIT of the segments as a percentage of the average cost of capital basis at each month-end. The change to ROCE means that the same logic and data will be used for internal management, external communication with the capital markets and variable compensation. This improves the consistency of the indicators used for BASF's value-based manage- Value-based management throughout the company Until the end of the 2018 business year, the most important key performance indicators for measuring economic success as well as for steering the BASF Group and its operating units were EBIT after cost of capital, EBIT and EBIT before special items. From 2019 onward, we will use ROCE as the most important key performance indicator for steering the BASF Group. EBIT before special items and capex (capital expenditure) are key performance indicators for BASF that have a direct impact on ROCE and as such, support its management. EBIT before special items is used to steer profitability at Group and segment level. As in the past, this is calculated by adjusting the EBIT reported in the Consolidated Financial Statements for special items, making it especially suitable for assessing economic development over time. Special items arise from the integration of acquired businesses, restructuring measures, certain impair- ments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Capital expenditures (capex) comprises additions to property, plant and equipment excluding additions from acquisitions, IT investments, capitalized exploration, restoration obligations and right-of-use assets arising from leases. It is used to manage cap- ital employed in the BASF Group. Capex is not just relevant to ROCE management, but also supports our long-term goal to increase our dividend each year based on a strong free cash flow. BASF Report 2018 29 An important part of our value management is the target agreement process, which aligns individual employee targets with BASF's targets. Until the end of the 2018 business year, the most important financial performance indicator in the operating units was EBIT after cost of capital. This will be replaced by ROCE from 2019 onward. By contrast, the functional units' contribution to value is assessed according to effectiveness and efficiency on the basis of quality and cost targets. 29 From the 2019 business year onward, EBIT after cost of capital will be replaced by the return on capital employed (ROCE). This is calcu- lated as the EBIT generated by the segments as a percentage of the average cost of capital basis. As stated in our strategic goals, we aim to achieve a ROCE considerably above the cost of capital per- centage every year. The BASF Group's steering concept great strengths. Our Verbund concept - realized in production, technologies, the market and digitalization enables innovative solutions for a sustainable future. The claim that "We create chemistry," as stated in the BASF logo, helps us embed this solution-oriented strategy in the public perception. Our brand creates value by helping communicate its benefits for our stake- holders as well as our values. Wherever our stakeholders encounter our brand, we want to con- vince them that BASF stands for connectedness, intelligent solu- tions, value-adding partnerships, an attractive working environment and sustainability. This contributes to our customers' confidence and to our company value. We are constantly developing our brand image. We regularly mea- sure awareness of and trust in our brand, and therefore in our company. A global study conducted by an independent market research institution every two years again showed in 2018 that, in terms of awareness and trust, BASF is above the industry average in numerous countries. Our goal is to continue increasing awareness of BASF in all of our relevant markets. BASF Report 2018 28 28 We follow a value-oriented steering concept with our financial tar- gets. We previously used income from operations (EBIT) after cost of capital for operational steering as a key target and management indicator for the BASF Group, its operating divisions and business units. This figure combines the company's economic performance as summarized in EBIT with the costs for the capital made available to us by shareholders and creditors. When EBIT exceeds cost of capital, we earn a premium on our cost of capital and exceed the return expected by our shareholders. About This Report 2 Management's Report Value-Based Management 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Value-Based Management A company can only create value in the long term if it gener- ates earnings that exceed the cost of the capital employed. This is why we encourage and support all employees in think- ing and acting entrepreneurially in line with our value-based management concept. From the 2019 business year onward, the return on capital employed (ROCE) will replace EBIT after cost of capital as the most important key performance indi- cator for steering the BASF Group. ROCE already replaced the return on assets as the metric for variable compensation in 2018. 1 To Our Shareholders BASF's success as an integrated global chemical company relies on having a strong brand. Our brand and mission are manifested in our strategy and our corporate purpose - "We create chemistry for a sustainable future" - as well as our values. "Connected" describes the essence of the BASF brand. Connectedness is one of BASF's About This Report 2 Management's Report Value-Based Management Location of customer South America, Africa, Middle East 9% Asia Pacific 23% €62,675 million Procurement and sales markets BASF sales by industry 2018 BASF sales by region 2018 Direct customers >20% Chemicals and plastics 10-20% Consumer goods | Transportation 5-10% <5% 42% Europe 1 To Our Shareholders 5 Supplementary Information Oil and Gas Business 6 Overviews 3 Corporate Governance 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Furthermore, we will continue to comment on and forecast sales at Group and segment level in our financial reporting as a significant driver for EBIT before special items and thus ROCE. BASF's nonfinancial targets are focused more on the long term. As part of the implementation of our strategy, we are investigating the possibility of establishing short-term steering mechanisms for our nonfinancial targets as well. 4 Consolidated Financial Statements For more information on the development of these indicators, see Results of Operations from page 46 onward 30 30 ■ Over 90,000 customers; broad customer portfolio About This Report 73.0% 2 Management's Report The BASF Group BASF Report 2018 INSTITIONS The BASF brand For more information on supplier standards, see page 90 onward We want to make digitalization an integral part of BASF's business. This will create additional value for our customers, grow our busi- ness and improve efficiency. By promoting comprehensive digital skills among our future leaders and our entire workforce, we will ensure that the necessary resources are available. For more information on digitalization, see pages 33 and 111 Portfolio We will sharpen our portfolio and focus our capital allocation more towards growing business areas. We will focus primarily on organic growth through capital expenditures and innovation, but also make targeted acquisitions where this makes strategic sense and creates value. The new segment structure will create a higher transparency regarding the steering of our businesses, the importance of value chains and the role of our Verbund. The physical, technological, market and digital integration of the Verbund continues to be at the core of our portfolio and our unique strength. For more information on our organization and the Verbund, see page 18 onward Innovation Digitalization Our ambition is to be the most attractive partner for our customers whenever they are confronted with challenges that can be approached with chemistry. Our research and development compe- tences are unique in the chemical industry. We aim to build on and leverage our position as a leading innovator to jointly develop inno- vations for our customers. We will design our innovation chain to be as seamless as possible so that we can bring products to the market more quickly. This means fostering a higher level of excellence throughout the entire innovation process, starting from the lab all the Iway to the customer. Sustainability We are successful in the long term when our products, solutions and technologies add value to the environment, society and the economy. We want to be a thought leader in sustainability and increase the relevance of sustainability in our decision-making pro- cesses and business models. This secures the long-term success of our company, creates business opportunities and establishes us as a key partner supporting our customers. For more information on the integration of sustainability, see page 36 onward Operations We are committed to running our production safely, efficiently and reliably so that we can deliver products to our customers on spec and on time. We aim to further improve the reliability and availability of our plants, as well as our agility. Above and beyond this, continu- ous process improvements and effective debottlenecking of our existing asset base are paramount to ensure our competitiveness. For more information on operations, see page 96 onward For more information on innovation, see page 31 onward Employees Our Customers Digitalization 26 About This Report 1 To Our Shareholders 2 Management's Report Corporate Strategy 3 Corporate Governance 4 Consolidated Financial Statements People 5 Supplementary Information Oil and Gas Business 6 Overviews To reach our goals and be the leading company in the chemical industry for our customers, we want to strengthen our performance in innovation and in operations as the leading chemical producer and plant operator, leverage digital ways of working across the entire company, and integrate sustainability more deeply into our business decisions. We want to strengthen our passion for our customers in all employees. We aim to strengthen our portfolio and further develop our organization to better meet customer needs using the power of our Verbund integration. We have defined six strategic action areas through which we will sharpen our customer focus.1 Action areas sharpen customer focus Sustainability Innovation Operations Portfolio Our strategic action areas For more information on corporate governance and compliance, see page 132 onward We aim to clearly position each business against its relevant com- petitors and establish a high-performance organization to enable us to be successful in an increasingly competitive market environment. We will adapt our business models and organizational structures so that each business unit can optimally serve its market segment. Our people are what will make the implementation of our updated strategy successful. We rely on the engagement of our employees and give them the tools and skills necessary to be able to offer our customers differentiated and customized products and services. 1 We defined six strategic action areas in our updated corporate strategy, which was announced in November 2018. They build on the four strategic principles of the "We create chemistry" strategy - we add value as one company; we innovate to make our customers more successful; we drive sustainable solutions; we form the best team - according to global trends and challenges as well as their implications for BASF. ■ We act according to our values and internationally recognized standards of conduct and review our performance with audits Our standards fulfill or exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: - The 10 principles of the U.N. Global Compact - The Universal Declaration of Human Rights and the two U.N. Human Rights Covenants · The core labor standards of the ILO and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) Global standards The OECD Guidelines for Multinational Enterprises - The German Corporate Governance Code We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with volun- tary commitments and monitor our performance in terms of environ- mental protection, health and safety using our Responsible Care Management System. In terms of labor and social standards, this takes place using three elements: the Compliance Program (including the compliance hotlines, which can be used for internal and external questions or complaints), close dialog with our stake- holders (such as with employee representatives or international organizations), and the global management process to respect international labor norms. Our business partners are expected to comply with prevailing laws and regulations and to align their actions with internationally recog- nized principles. We have established appropriate monitoring sys- tems to ensure this. For more information on labor and social standards, see page 115 For more information on the Responsible Care Management System, see page 95 - The Responsible Care® Global Charter For more information on employees, see page 110 onward Entrepreneurial: We focus on our customers, as individuals and as a company. We seize opportunities and think ahead. We take ownership and embrace personal accountability. Open: We value diversity, in people, opinions and experience. This is why we foster feedback based on honesty, respect and mutual trust. We learn from our setbacks. BASF Report 2018 27 27 About This Report 1 To Our Shareholders 2 Management's Report Corporate Strategy Responsible: We value the health and safety of people above all else. We make sustainability part of every decision. We are commit- ted to strict compliance and environmental standards. 3 Corporate Governance 5 Supplementary Information Oil and Gas Business 6 Overviews Corporate values guide our conduct and actions How we act is critical for the successful implementation of our strategy: This is what our values represent. They guide our actions and define how we want to work together - as a team, with our customers and our partners. Our updated strategy affirms our four core values creative, open, responsible, entrepreneurial - and adjusts the descriptions slightly. - Creative: We make great products and solutions for our customers. This is why we embrace bold ideas and give them space to grow. We act with optimism and inspire one another. 4 Consolidated Financial Statements 90% SDG 3, 6, 12, 14, 15 2020 goal Partnerships Financial Innovation countries 06 90 in more than BASF Group companies units strategic business 86 BASF Report 2018 sites worldwide additional production 355 Intelligent Verbund system 1 The figures in this graphic have been audited within the scope of the relevant sections of the Management's Report in which they appear. Verbund sites 6 raw material supplier sites audited on sustainability standards 100 >50 external compliance hotlines employees Development opportunities for all apprentices ■ More than 70,000 suppliers BASF supplies products and services to over 90,000 customers' from various sectors in almost every country in the world. Our cus- tomer portfolio ranges from major global customers and medium- sized businesses to end consumers. We work with over 70,000 Tier 1 suppliers from different sectors worldwide. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of ser- vices. Some of our most important raw materials are naphtha, natu- ral gas, methanol, ammonia and benzene. For more information on customers, see page 116; for more information on suppliers, see page 90 onward Employees Agriculture | Construction | Energy and resources Health and nutrition | Electronics Operations €62.7 billion in sales 2 Management's Report Goal Achievement in 2018 1 To Our Shareholders About This Report 22 22 bundle partnerships with university research groups 8 Academic Research Alliances since 2000 Involved in U.N. Global Compact 1.3% Early turnover rate of 21.7% Proportion of women in leadership positions transportation incidents with significant impact on the environment Number of lost-time injuries per 200,000 working hours: 0.3 sustainability for aspects of product applications assessed and rated 60,000+ energy efficiency 6.3 million metric tons of CO2 saved by 31.6 million MWh energy saved by the Verbund and combined heat and power generation Around 900 patents filed worldwide Around 3,000 projects in research pipeline €9 billion from innovations that we have launched in the past five years Sales of around in income taxes €4.7 billion €1.1 billion Net income of Environment 3 Corporate Governance Business and competitive environment Global economic environment 11,000 employees in research and development We create chemistry for a sustainable future Research and development expenses of €2.0 billion We offer our Status at end of 2018 90,000+ customers innovative solutions for a sustainable future 6 action areas help us to sharpen our customer focus 15.1 million MWh of electricity demand 39.4 million MWh of steam demand €277 million invested in environmental protection 4 segments €10.7 billion invested in property, plant and equipment and intangible assets 148 safety, security, health and environmental protection audits Over 12 70,000 suppliers operating divisions ர்த் 122,404 employees worldwide, of which 3,174 More than BASF's global presence means that it operates in the context of local, regional and global developments and is bound by various conditions. These include: in equity €36.1 billion - Legal and political requirements (such as European Union regula- tions) - International trade agreements - Industry standards Environmental agreements (such as the E.U. Emissions Trading System) · Social aspects (such as the U.N. Universal Declaration of Human Rights) BASF holds one of the top three market positions in around 75% of the business areas in which it is active. Our most important global competitors include Arkema, Clariant, Covestro, DowDuPont, DSM, Evonik, Formosa Plastics, Huntsman, Lanxess, SABIC, Sinopec, Solvay, Wanhua and many hundreds of local and regional competi- tors. We expect competitors from Asia and the Middle East in par- ticular to gain increasing significance in the years ahead. Corporate legal structure As the publicly traded parent company, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also the largest operating company. The majority of Group companies cover a broad spec- trum of our business. In the BASF Group Consolidated Financial Statements, 323 companies including BASF SE are fully consoli- dated. We consolidate eight joint operations on a proportional basis, and account for 35 companies using the equity method. For more information, see the Notes to the Consolidated Financial Statements from page 202 onward 1 BASF Report 2018 The method used to calculate customers in the previous year has been adjusted to "sold-to" parties of our consolidated companies. The updated figure for 2017 is over 80,000 customers. 21 24 Innovation Financial Partnerships Employees Operations Environment About This Report 1 To Our Shareholders 2 Management's Report How We Create Value 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews How We Create Value The overview provides examples of how we create value for our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC).1 Our inputs Our business model Our outputs Total assets of €86.6 billion 4 Consolidated Financial Statements 26% North America Goal Achievement in 2018 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 23 23 BASF Report 2018 5 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. Page 112 Page 112 85.4% Proportion of senior executives with international experience over 80% SDG 3, 8 – Page 98 Sales² in emerging markets 2018 Status at 2020 goal end of 2018 SDGs More on 2008 >99% 91% SDG 3, 12 – Page 100 Safety in production] 35% Products and solutions Status at end of 2018 5 Supplementary Information Oil and Gas Business 6 Overviews 0.96 >0.9 Business expansion in emerging markets Annual goal quantities of more than one metric ton per year worldwide Risk assessment of products that we sell in Product stewardship Health Performance Index Page 97 SDG 3, 12, 15 0.3 ≤0.1 Reduction of worldwide process safety incidents per 200,000 working hours Page 37 SDG 3, 8, 9, 12, 13 More on SDGs Status at end of 2018 27.7% 2020 goal 28% Increase the proportion of sales generated by products that make a substantial contribution to sustainable development (Accelerator products) per 200,000 working hours. – Page 96 SDG 3, 8 0.3 ≤0.1 Reduction of worldwide lost-time injury rate More on SDGs 2025 goal 29% Goal Achievement in 2018 2 Percentage of BASF Group sales by location of customer 2020 goal €4.0 billion €0.8 billion €0.10 €3.10 3.8% (14.9%) €9.2 billion 3.3% 2.4% €62.7 billion Average change since 20154 2018 Premium on cost of capital Dividends per share paid out EBITDA3 Sales3 Goal areas along the value chain We carry out our corporate purpose, “We create chemistry for a sustainable future,” by pursuing ambi- tious goals along our entire value chain. In this way, we aim to achieve profitable growth and take on social and environmental responsibility. This also helps to achieve the United Nations' Sustainable Development Goals (SDGs). We are focusing on issues where we as a company can make a significant contribution, such as sustainable consumption and production, climate protection or fighting hunger. ■Emerging markets Industrialized countries SUPPLIERS Procurement [Procurement] Status at end of 2018 Growth and profitability For more information on our results of operations in 2018, see pages 46 to 50 For more information on our financial position in 2018, see pages 53 to 56 For a definition of "slight" and "considerable," see Actual Development Compared with Outlook for 2018 on page 57 BASF CUSTOMERS Growth and profitability; employees; safety in production; product stewardship; energy and climate protection; water Products and solutions As determined in 2015, our aim was, on average, to grow sales slightly faster and EBITDA considerably faster than global chemical production (excluding pharmaceuticals; 2018: 2.7%; average change since 2015: 3.3%), and to earn a significant premium on our cost of capital. Another goal was to achieve a high level of free cash flow each year, either raising or at least maintaining the dividend at the prior-year level. SDGs Change since 2017 More on 65% 71% Coverage of our primary energy demand by certified energy management systems (ISO 50001) at all relevant sites¹ 40.4% Long-term goals Increase in proportion of non-German senior executives (baseline 2003: 30%) Senior executives with international experience International representation among senior executives5 For more information on the SDGs, see sustainabledevelopment.un.org 1 Sustainable Development Goals (SDGs): SDG 1 - No poverty, SDG 2 - Zero hunger, SDG 3 - Good health and well-being, SDG 4 - Quality education, SDG 5 - Gender equality, SDG 6 - Clean water and sanitation, SDG 7 - Affordable and clean energy, SDG 8 - Decent work and economic growth, SDG 9 - Industry, innovation and infrastructure, SDG 10 - Reduced inequalities, SDG 11 - Sustainable cities and communities, SDG 12 - Responsible consumption and production, SDG 13 - Climate action, SDG 14 - Life below water, SDG 15 - Life on land, SDG 16 - Peace, justice and strong institutions, SDG 17 - Partnerships for the goals Page 112 SDG 5, 16 21.7% 22-24% More on Energy and climate protection] 70% SDGs 60% SDG 8, 12, 16, 17 Page 90 Free cash flow Assessment of sustainability performance of relevant suppliers²; development of action plans where improvement is necessary 4 Baseline 2015: excluding the gas trading and storage business transferred to Gazprom 3 The average change was calculated using the changes in the non-adjusted figures from 2015 to 2017 and the change in the adjusted figures from 2018 to 2017. This gives an approximate average change on a comparable basis in each case. However, the figures does not take into account the structural decline in sales and EBITDA due to the classification of the oil and gas business as a discontinued operation. [Employees Proportion of women in leadership positions with disciplinary responsibility 2021 goal Status at end of 2018 2 Our suppliers are evaluated based on risk due to the size and scale of our supplier portfolio. We define relevant suppliers as Tier 1 suppliers showing an elevated sustainability risk potential as identified by our risk matrices and our purchasers' assessments. We also use further sources of information to identify relevant suppliers such as evaluations from Together for Sustainability (TFS), a joint initiative of chemical companies for sustainable supply chains. 1 Not included in the portfolio are primarily the sales reported under Other (see page 85 for more information on the composition of Other) or not allocated to the operating business (such as licenses). BASF Report 2018 37 For more information on Sustainable Solution Steering, see basf.com/en/sustainable-solution-steering We largely achieved our previous goal of increasing the proportion of sales from Accelerator products to 28% by 2020 at the end of 2018 (proportion of sales in 2018: 27.7%). рәбиәјречо Accelerator products make a substantial sustainability contribution in the value chain. This is why we will pursue a new, ambitious goal from 2019 onward: We aim to make sustainability an even greater part of our innovation power and achieve €22 billion in Accelerator sales by 2025. By the end of the 2018 business year, BASF had conducted sus- tainability assessments and ratings for 96.5% of its entire relevant portfolio¹ of more than 60,000 specific product applications - which account for €56.2 billion in sales. These consider the products' application in various markets and industries. Because of increasing sustainability requirements on the market, we regularly conduct reassessments of existing product categories as well as of the relevant portfolio. A significant steering tool for our product portfolio, based on the sustainability performance of our products, is the Sustainable Solu- tion Steering method (see box on page 38). ■ New goal to manage our product portfolio with the Sustainable Solution Steering method from 2019 onward ■ As of 2018, Challenged products will be phased out within five years of initial classification 37 For more information on our sustainability instruments, see basf.com/en/measurement-methods For more information on this method and the results of Value to Society, see basf.com/en/value-to-society To achieve this goal, we will deeply integrate Sustainable Solution Steering into the research and development pipeline, in business strategies as well as in merger and acquisition projects. Portfolio management based on sustainability performance 5 Supplementary Information Oil and Gas Business 6 Overviews 1 To Our Shareholders 5.3% 0.1% We contribute our approach and expertise to current debates on the monetary value of the economic, environmental and social impact of business decisions. We share our experiences in networks and initiatives such as the Impact Valuation Roundtable or the Embank- ment Project for Inclusive Capitalism. As part of this project to pro- mote sustainable governance, financial market participants, compa- nies and other stakeholders developed metrics and methods to measure the long-term value created by companies more compre- hensively. A reporting framework was published in late 2018. We are also involved in the corresponding standardization processes within the International Organization for Standardization (ISO). Performer Transitioner Sustainable Solution Steering Accelerator About This Report 66.9% (2017: 67.8%¹) 27.7% Portfolio management: increase Accelerator sales and phase out Challenged products Substantial sustainability contribution in the value chain 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Integration of Sustainability (2017: 27.7%) We also evaluate the usefulness of this method as a basis for strate- gic assessments and decisions in various projects, for example, by analyzing the impacts of alternative sites, business units, plants or forecasts. The results of these assessments are also helpful in our discussions with stakeholders. ■ Ensuring business success tomorrow by creating value for the environment, society and business BASF has also developed a method with external experts to perform a monetary assessment of the economic, ecological, and social impacts of its business activities along the value chain - the Value to Business success tomorrow means creating value for the environ- ment and society, not just making a profit. This is why, in addition to our new financial targets, we have also set ourselves new nonfinan- Ocial targets on climate protection, a sustainable product portfolio, responsible procurement and engaged employees to steer our business into a sustainable future. We identify relevant topics and trends as well as potential opportu- nities and risks along our value chain through dialog with stakehold- ers, supported by continuous, worldwide big data analysis. In 2018, we also co-published a study identifying long-term sustainability trends between now and 2030, based on an analysis of more than 900 studies from academia, think tanks and market analyses. Relevant topics resulting from these commitments - such as energy and climate protection, portfolio management, supply chain respon- sibility, employee engagement, resource efficiency, responsible production and water - form the focal points of our reporting. We integrate these topics into our long-term steering processes to increase societal acceptance and take advantage of business opportunities. Here, we consider three dimensions of materiality: The relevance of sustainability topics to our business, the impacts of our business activities along the value chain on sustainability topics, and how important these topics are to our stakeholders. We value people and treat them with respect - We drive sustainable products and solutions - We produce safely for people and the environment We produce efficiently We source responsibly The Corporate Sustainability Board is BASF's central steering com- mittee for sustainable development. It is composed of the heads of our business, corporate and functional units, and regions. A mem- ber of the Board of Executive Directors serves as chair. We have also established an external, independent Stakeholder Advisory Council. Here, international experts from academia and society contribute their perspectives to discussions with BASF's Board of Executive Directors, helping us expand our strengths and identify potential for improvement. We have defined sustainability focus areas in our corporate strategy to position ourselves in the market and at the same time, meet the growing challenges along the value chain: We achieve long-term business success by creating value for the economy, the environment and society. Sustainability is at the core of what we do, a driver for growth as well as an element of our risk management. That is why sustainability is firmly anchored into the organization, governance and our business models. We support our customers in being more sustainable and create new business opportunities that grow our customer relationships. Conducting our business in a responsible, safe, efficient and respectful way pro- motes societal acceptance of our business activities. ■ Taking advantage of business opportunities and minimizing risks Strategy (2017: 4.4%) (2017: 0.1%) Business success tomorrow means creating value for the environment, society and business. This is why sustainability has been reinforced as a cornerstone of our updated corpo- rate strategy. Using the various tools of our sustainability management, we carry out our company purpose: "We create chemistry for a sustainable future." We systematically incor- porate sustainability into our business. We understand future sustainability trends and derive appropriate measures for our business to seize business opportunities and minimize risks along the value chain. [Integration of Sustainability Our products, solutions and technologies contribute to achieving the United Nations' Sustainable Development Goals (SDGs), for example, on sustainable consumption and production, climate action or fighting hunger. In this way, we want to make a lasting contribution to a viable future. Society approach. It enables a direct comparison between financial and nonfinancial effects of our business activities on society and illustrates interdependencies. Our sustainability management helps to minimize risks and opens up new opportunities to market more sustainable products. We reduce potential risks in the areas of environmental protection, safety and security, health protection, product stewardship, compli- ance, and labor and social standards by setting ourselves globally uniform requirements. These often go beyond local legal require- ments. Internal monitoring systems and grievance mechanisms enable us to check compliance with these standards: they include, for example, global surveys, audits and compliance hotlines. All employees, managers and Board members are required to adhere to our global Code of Conduct, which defines a binding framework for our business activities. For more information on our study on long-term sustainability trends, see basf.com/sustainability-trends To achieve this, we need to even better understand how our actions impact society and the environment. We already have many years of experience of this from evaluating our products and processes using methods such as Eco-Efficiency Analysis, the Sustainable Solution Steering portfolio analysis, or BASF's corporate carbon footprint. We have completely revised our SEEbalanceⓇ method with respect to how social aspects are assessed. In a new, qualitative assess- ment, we analyze and evaluate relevant social issues along the value chain. Our assessment is guided by standards such as those issued by the World Business Council for Sustainable Development (WBCSD) or the Roundtable for Product Social Metrics. We want to measure the value proposition of our actions along the entire value chain, aware that our business activities are connected to both positive and negative impacts on the environment and society. We strive to increase our positive contribution to society and minimize the negative impacts of our business activities. We take advantage of business opportunities by offering our custom- ers innovative products and solutions that contribute to sustainable development. We ensure that sustainability criteria are automatically integrated into our business units' development and implementation of strategies, research projects and innovation processes. For example, we analyze sustainability-related market trends in customer industries to systematically seize new business opportunities. ■ Value to Society: Method for assessing economic, environmental and social impact of business activities along the value chain Measuring value added by sustainability and harnessing business opportunities 5 Supplementary Information Oil and Gas Business 6 Overviews We systematically evaluate sustainability criteria as an integral part of our assessment processes when deciding whether to acquire or invest in property, plant and equipment or financial assets. These assess the economic implications and potential impacts on areas such as the environment, human rights or local communities. For more information on our financial and sustainability targets, see pages 23 to 24 and 26 For more information on our materiality analysis, see basf.com/materiality 4 Consolidated Financial Statements 2 Management's Report Integration of Sustainability 1 To Our Shareholders About This Report 36 BASF Report 2018 For more information on the organization of our sustainability management, see basf.com/sustainabilitymanagement 3 Corporate Governance Evaluating and transparently classifying our products enables us to systematically improve these in cooperation with our custom- ers and at the same time, steer our product portfolio. Our aim is to increase sales from Accelerator products to €22 billion in 2025. We have identified substantial sustainability concerns for our Challenged products and are developing action plans. These action plans include research projects, reformulations or even replacing one product with an alternative product. At the end of 13.8% Social projects Specific sustainability issues which are being actively addressed As a responsible neighbor, BASF strives to create a livable commu- nity for our sites' neighbors, employees and their families. In Ger- many, we support regional focus areas in Ludwigshafen and the Rhine-Neckar metropolitan region such as strengthening participa- tion and integration among disadvantaged groups or promoting research and discovery. Examples include the Gemeinsam Neues schaffen program to foster cooperation between nonprofit organiza- tions, a new approach to promoting cultural events called Tor 4, with which BASF aims to promote discourse on relevant social issues through cultural projects, or a pilot program to integrate people with immigrant or migrant backgrounds. We promote social, educational, cultural, academic and sports projects as part of our social engagement strategy. We focus on projects that will have a lasting impact on specific target groups and offer learning opportunities for participating cooperation partners and BASF. Projects are developed, and impact-related targets defined together with partners from civil society. We support the implementation of the United Nations' Sustainable Development Goals with our social commitment around the world. ■ BASF as a responsible neighbor Social commitment 5 Supplementary Information Oil and Gas Business 6 Overviews We also foster social integration, particularly of young low achievers and refugees. Programs in the Rhine-Neckar metropolitan region include Start in den Beruf, Anlauf zur Ausbildung and Start Integra- tion. In 2018, 241 young people in the BASF Training Verbund par- ticipated in these programs in cooperation with partner companies. The goal is to prepare participants for a subsequent apprenticeship within one year, and ultimately secure the long-term supply of quali- fied employees for BASF and in the region as a whole. Since being launched at the end of 2015, BASF's Start Integration program has supported around 350 refugees with a high probability of being granted the right to remain in Germany, helping to integrate them 4 Consolidated Financial Statements 2 Management's Report Integration of Sustainability 1 To Our Shareholders About This Report 39 BASF Report 2018 For more information on labor and social standards, see page 115 onward For more information on our production standards, see page 96 onward For more information on standards in our supply chain, see page 90 onward For more information on compliance, see page 140 onward 3 Corporate Governance For more information on our fundamental principles, see our human rights position at basf.com/humanrights into the labor market. We spent around €5.6 million on the BASF Training Verbund in 2018. We also aim to create long-term value for BASF and society with new business models and cross-industry partnerships. Our company- wide Starting Ventures program helps people with precarious liveli- hoods to improve their income-earning opportunities and their quality of life. At the same time, the program provides access to new markets and strengthens our contribution to reaching the U.N. Sustainable Development Goals. One project in Egypt, for example, helps tomato smallholders to increase their tomato crop yields. A digital early warning system developed by BASF sends an alert via SMS or voice message to inform them of any outbreaks of plant diseases. 40 40 BASF Report 2018 For more information on Starting Ventures, see basf.com/en/starting-ventures For more information on social commitment at our sites, see ludwigshafen.basf.de/commitment 1 Figure relates to all consolidated companies with employees including joint operations, but excluding the vegetable seeds business acquired from Bayer (NunhemsⓇ) 41.9% Education In North America, BASF supported various charitable organizations to provide relief for the damage caused by hurricanes Michael and Florence in states such as Florida, North Carolina and Virginia in the fall of 2018. 5 Supplementary Information Oil and Gas Business 6 Overviews Science 6.0% Sports 7.1% Other 15.6% BASF Group donations, sponsorship and own projects in 2018¹ The BASF Group spent a total of €38.4 million supporting projects in 2018; we donated 39% of this amount (2017: €56.0 million, of which 57% were donations). In the area of international development work, we support the BASF Stiftung, an independent nonprofit organization, through donations to its projects with various U.N. organizations. In 2018, BASF sup- ported a project spearheaded by the U.N. Children's Fund (UNICEF) to promote inclusive education in Peru with its annual year-end donation campaign to the BASF Stiftung. BASF doubled all dona- tions by employees of participating German and South American Group companies, bringing the total amount benefiting the children in Peru to €567,926.64. Culture 15.6% Meets basic sustainability standards on the market BASF has been actively involved in the U.N. Global Compact's Action Platform on Decent Work in Global Supply Chains since 2018. This cross-industry working group aims to improve working conditions in global supply chains as these relate to labor and human rights. The companies involved have developed a voluntary commitment to more effectively implement the main international standards the ILO core labor standards, the 10 principles of the U.N. Global Compact and the U.N. Guiding Principles on Business and Human Rights - in their respective supply chains through speci- fic measures such as supplier training, collaboration with partners or greater transparency. BASF was one of the first companies world- wide to adopt this voluntary commitment in late 2018. Employees and third parties can report potential violations of laws or company guidelines to our complaint hotlines. 231 human rights- related complaints were received by the hotline as well as by post and e-mail in 2018. All complaints received are reviewed and forwarded to the relevant departments for in-depth investigation. If justified, suitable measures are taken to address the issue. 2 Management's Report Integration of Sustainability 1 To Our Shareholders About This Report 38 BASF Report 2018 1 Figures for 2017 have been restated due to the agreement between BASF and LetterOne to merge their oil and gas businesses. 3 Corporate Governance That is why we are active in worldwide initiatives with various stake- holder groups. We have been a member of the U.N. Global Compact since 2000. As a recognized LEAD company, we also support the implementation of the Agenda 2030 and its Sustainable Development Goals. We are involved in projects such as the U.N. Global Compact's Action Platforms on Decent Work in Global Supply Chains (SDG 8) and on Good Health and Well-being (SDG 3), and are a member of the U.N. Global Compact Expert Network. BASF is also active in 14 local Global Compact networks, including – for the first time - the United States and Tanzania since 2018. Our stakeholders include customers, employees, suppliers and shareholders, as well as representatives from academia, industry, politics and society. Parts of our business activities, such as the use of new technologies, are often viewed by some stakeholders with a critical eye. In order to increase societal acceptance for our business activities, we address our stakeholders' questions, assess our busi- ness activities in terms of sustainability aspects, and communicate transparently. Such dialogs help us to even better understand what society expects of us and which measures we need to pursue in order to establish and maintain trust and build partnerships. ■ Circular economy: chemical recycling of plastic waste ■ Continuous dialog with our stakeholders Stakeholder dialog 2018, action plans had been created for 100% of Challenged products. To systematically align our portfolio with contributions to sustainability, as of 2018 we will phase out all Challenged products within five years of initial classification as such at the latest. We strive to offer products that make a greater contribu- tion to sustainability in their area of application to live up to our own commitments and meet our customers' demands. Significant sustainability concern identified and action plan in development We use a custom model to identify key stakeholders and involve them more effectively. When selecting our stakeholders, we assess factors such as their topic-specific expertise and willingness to engage in constructive dialog, for instance. We draw on the compe- tence of global initiatives and networks, and contribute our own expertise. BASF is part of the Global Business Initiative on Human Rights (GBI). This group of globally operating companies from various sectors aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. In 2018, we again consulted with representatives of civil society at an international and national level on an ongoing basis, which provided valuable input for our measures. 4 Consolidated Financial Statements Recognized in 2018 as an Criteria for monitoring and complying with human rights standards are integrated into processes at our Group companies around the world: in supplier evaluation processes, in evaluating investment, acquisition and divestiture projects, in product assessments along the product lifecycle, in training for security personnel at our sites, for example, on response appropriateness, as well as in systems to monitor labor and social standards. BASF acknowledges its responsibility to respect human rights. We have embedded this into our Code of Conduct and our human rights position. In our own business activities, our aim is to prevent human rights abuses. As a participant in numerous global value chains, we are dependent on partners and demand that they like- wise respect human rights and the associated standards. We offer to help our partners in their efforts to meet their human rights responsibilities. ■ Human rights criteria integrated into existing due diligence processes Responsibility for human rights For more information on the ChemCycling project, see pages 34 and 92 For more information on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication 5 Supplementary Information Oil and Gas Business 6 Overviews For more information on the Stakeholder Advisory Council, see basf.com/en/stakeholder-advisory-council sible Care Management System, which was further expanded in the regions in 2018. We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we promote open exchange between citizens and our site management and strengthen trust in our activities. Our globally binding require- ments for community advisory panels at our sites are based on the grievance mechanism standards in the United Nations' Guiding Principles on Business and Human Rights. We keep track of their implementation through the existing global databank of the Respon- Our lobbying and political communications are conducted in accor- dance with transparent guidelines and our publicly stated positions. BASF does not financially support political parties. In the United States, employees at BASF Corporation have exercised their right to establish a Political Action Committee (PAC). The BASF Corporation Employee PAC is a voluntary, federally registered employee associ- ation founded in 1998. It collects donations for political purposes and independently decides how these are used, in accordance with U.S. law. We once again met with the Stakeholder Advisory Council in 2018 to discuss important aspects of sustainability. The main topics were strengthening sustainability in the corporate strategy, such as the discussion on the new sustainability goals. We received and imple- mented recommendations for our thematic focus areas. For exam- ple, the Stakeholder Advisory Council encouraged us to push for- ward with the circular economy as a strategic focus, where BASF developed a chemical recycling method for plastic waste. As part of the ChemCycling pilot project, the first pyrolysis oil derived from plastic waste by our partners was fed into the BASF Verbund in 2018. for innovative solutions and initiatives driving sustainable water and climate action SDG Pioneer For more information on stakeholder dialog, see basf.com/en/dialog 4 Consolidated Financial Statements 33 2 Management's Report Integration of Sustainability Technical University of Berlin Berlin, Germany UniCat BASF JointLab BasCat Battery and Electrochemistry Laboratory Karlsruhe Institute of Technology (KIT) Karlsruhe, Germany BELLA Catalysis Research Laboratory Heidelberg University Heidelberg, Germany CaRLa iL Seoul, South Korea Kyoto, Japan Kyoto University Tokyo, Japan Sichuan University Chengdu, China Zhejiang University Hangzhou, China Fudan University Shanghai, China Dalian Institute of Chemical Physics Dalian, China Seoul National University Innovation Lab Karlsruhe Institute of Technology (KIT). Karlsruhe, Germany Heidelberg University ■ Research units closer aligned with business and customer needs Strategic focus Our eight academic research alliances are complemented by coop- erations with around 300 universities and research institutes] as well as collaborations with a large number of companies. These academic research alliances and bilateral cooperations have been integrated into our excellence program, UNIQUE The BASF Academic Partnership Program. We are working on innovative components and materials for electro- chemical energy storage with the Karlsruhe Institute of Technology (KIT) at the Battery and Electrochemistry Laboratory (BELLA). At the joint Catalysis Research Laboratory (CaRLa), BASF is researching homogeneous catalysis in cooperation with the University of Heidel- berg. BasCat is a joint laboratory operated by the UniCat cluster of excellence and BASF at the Technical University of Berlin, where new heterogenous catalysis concepts are being explored together with the Fritz Haber Institute of the Max Planck Society. The iL (Inno- vation Lab) in Heidelberg, Germany, focuses on functional printing, printed sensors and loT (internet of things) applications. The Northeast Research Alliance (NORA, previously the North American Center for Research on Advanced Materials) and the California Research Alliance (CARA) are located in the United States. NORA focuses on materials science and biosciences, catalysis research, digitalization and cooperation with startups, while the interdisciplinary CARA research center works on new functional materials and in the area of biosciences. The Joint Research Net- work on Advanced Materials and Systems (JONAS) research center is active in Europe. Research here concentrates on supramolecular chemistry as well as nanotechnology and polymer chemistry. At the Network for Asian Open Research (NAO) in the Asia Pacific region, research focuses on polymer and colloid chemistry, catalysis and machine learning. strengthen our portfolio with creative new projects and in this way, reach our long-term growth goals. Our eight academic research alli- ances bundle partnerships with several research groups in a geo- graphic region or with a specific research focus. Innovation 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 34 31 BASF Report 2018 Heidelberg, Germany Beijing Institute of Technology Beijing, China ■ Further development of our innovation strategies Beijing, China Changchun, China Innovation has made BASF the leading chemical company world- wide. This has always been the key to BASF's success, especially in a challenging market environment. Our innovative strength is based on a global team of highly qualified employees with various speciali- zations. We had more than 11,000 employees involved in research and development in 2018. Our team grew by around 1,600 research and development employees at 17 sites around the world in 2018 as a result of the acquisition of a range of businesses and assets from Bayer. The businesses acquired include research and develop- ment activities for soybean, cotton, canola and vegetable seeds, which optimally complement our crop protection and biotechnology activities. Our three global research divisions are run from our key regions Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany), Advanced Materi- als & Systems Research (Shanghai, China) and Bioscience Research (Research Triangle Park, North Carolina). Together with the develop- ment units in our operating divisions, they form the core of our global Know-How Verbund. BASF New Business GmbH and BASF Venture Capital GmbH supplement this network with the task of using new technologies to tap into attractive markets and new business models for BASF. [In 2018, we generated sales of around €9 billion with products launched on the market in the past five years that stemmed from research and development activities. ] In the long term, we aim to continue significantly increasing sales and earnings with new and improved products. Global network: eight Academic Research Alliances CARA California Research Alliance A growing need for food, energy and clean water for a boom- ing world population, limited resources and protecting the climate-reconciling all these factors is the greatest challenge of our time. Innovations based on chemistry play a key role here, as they contribute decisively to new solutions. Effective and efficient research and development is a prerequisite for innovation as well as an important growth engine for BASF. We develop innovative processes, technologies and products for a sustainable future and drive forward digitalization in research worldwide. This is how we ensure our long-term business success with chemistry-based solutions for our customers in almost all industry sectors. UC Davis UC Berkeley Berkeley, California Stanford University Stanford, California UC Santa Barbara Santa Barbara, California Caltech Pasadena, California UC Riverside Riverside, California UC San Diego San Diego, California NORA Northeast Research Alliance Davis, California Innovation 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements Changchun Institute of Applied Chemistry Network for Asian Open Research NAO Zurich, Switzerland ETH Zürich University of Freiburg Freiburg, Germany Joint Research Network on Advanced Materials and Systems I.S.I.S-University of Strasbourg Strasbourg, France Our global network of outstanding universities, research institutes and companies forms an important part of our Know-How Verbund. It gives us direct access to external scientific expertise, talented minds from various disciplines as well as new technologies, and helps us to quickly and efficiently develop marketable innovations, ■ Academic Research Alliances bundle partnerships by topic and region ■ Close cooperation with universities, research institutes and companies Global network JONAS Harvard University Cambridge, Massachusetts Massachusetts Institute of Technology Cambridge, Massachusetts University of Massachusetts Amherst, Massachusetts About This Report 1 To Our Shareholders 2 Management's Report Innovation 3 Corporate Governance Tsinghua University [In 2018, our research pipeline comprised around 3,000 projects.] Expenses for research and development amounted to €2,028 mil- lion, above the prior-year level (€1,888 million). The increase was primarily attributable to the acquisition of the seed business from Bayer in August 2018. The operating divisions accounted for 80% of total research and development expenses in 2018. The remaining 20% related to cross-divisional corporate research focusing on long-term topics of strategic importance to the BASF Group. In the coming year, we anticipate significantly higher research and develop- ment expenses due to the acquisition of the research-intensive seed business. We will continue to focus on developing attractive innovations for our customers. Under our updated strategy, research and develop- ment will be more closely connected organizationally in the future and thus more focused on customer needs. Our aim is to shorten the time to market and accelerate the company's organic growth. Creativity, efficiency and collaboration with external partners are among the most important success factors here. In order to bring promising ideas to market as quickly as possible, we regularly assess our research projects using a multistep process and align our focus areas accordingly. The aim of our innovation approach is to increase our company's power of innovation and to secure our long-term competitiveness. We aim to achieve this by concentrating our research focus on topics that are strategically relevant for our business, strengthening our existing scientific processes as well as increasingly using new scientific methods and digital tools, as well as optimizing our organi- zational structures. About This Report === 34 BASF Report 2018 Functional Materials & Solutions: 04-115 Quattro is a new sulfuric acid catalyst from BASF with a unique quattro-shaped geometry - a combination of four strands. It was developed digitally using fluid dynamics and strength simulations. The catalyst not only offers excel- lent mechanical properties, but also provides a 30% greater active surface area than previous catalysts based on its geometry. For sulfuric acid producers, this translates into increased capacity and improved performance in plants with limited catalyst volumes. SO2 off-gas emis- sions are also reduced, resulting in a significant decrease in SO2 emissions per metric ton of sulfuric acid produced and providing our customers with a comparative advantage in a very competitive market. The water that accumulates in aircraft fuel tanks leads to high costs for airlines, who have to regularly extract this water and address the potential dangers of ice formation and corrosion in wing tanks. The performance additive Kerojet® Aquarius disperses the water con- tained in jet fuel, removing it during the normal combustion process in the turbine. In this way, BASF's water scavenger makes a signifi- cant contribution to improving safety and maintenance parameters by reducing the frequency of cost-intensive water extraction mea- sures and inhibiting ice formation in wing tanks. BASF launched Lucantin® NXT, the next generation of carotenoid formulations, which are nature-identical color pigments used as feed additives. The new formulations provide markedly improved product stability to meet various requirements for feed production, along with excellent bioavailability, enabling the carotenoids to be efficiently absorbed by the animal. Extensive trials have shown that LucantinⓇ NXT delivers high homogeneity and a long shelf life while maintaining egg yolk and broiler skin coloring efficacy. The new formulations replace the previously used stabilizer ethoxyquin (EQ) with antioxidants such as propyl gallate, butylhydroxytoluene or tocopherol. Lucantin® NXT complies with the latest E.U. regulation, which requires the suspension of EQ as a feed additive. 1 To Our Shareholders EuperlanⓇ OP White is a wax-based opacifier that gives personal care products such as shampoos or shower gels a creamy milky- white appearance. It is readily biodegradable and cold processable. These unique properties make EuperlanⓇ OP White particularly suitable for eco-label conforming skin and hair cleansing formula- tions. As an alternative to conventional opacifiers, the product meets the growing demand for environmentally friendly ingredients. We constantly renew our specialty chemicals portfolio, also for the pharmaceutical industry. Based on its own technology, BASF has developed optically active key components that are used by our customers in advanced active ingredients. Optically active sub- stances comprise mirror-image molecules with different physiological properties and thus different effects. Thanks to our expertise, we can selectively produce either the "left-handed" or "right-handed" forms of these molecules. By isolating these chemical building blocks for our customers, we help them to significantly improve the quality of life of people living with HIV, for example, with innovative medications that reduce the number of HIV viruses in the body and keep this at a low level. binder system starts to cure in the press at lower temperatures than usual. This increases production speed by up to 20%, saving pro- cess energy and significantly increasing total production capacity. In 2016, we consolidated marketing activities for our established binders for the woodworking industry amino resins (such as KauritⓇ) and isocyanates (such as LupranatⓇ). With KauranatⓇ MS 1001, a modified isocyanate, BASF has now developed a new product that enables the optimal combination of both binder types. When Kauranat® MS 1001 is used in a hybrid binder system together with an amino resin to produce chipboard, for example, the - For more information on our ChemCycling project, see Raw Materials on page 92 Chemicals: BASF's ChemCycling project focuses on reusing plastic waste in chemical production rather than disposing of it. Thermochemical processes are used to transform plastic waste into new raw materials, which are then fed into the BASF Verbund instead. of fossil resources. In October 2018, the first pyrolysis oil derived from plastic waste by our partners was used in Ludwigshafen, Ger- many. The new chemical products manufactured from this pyrolysis oil have the same quality as products made from fossil feedstock. The Eco-Efficiency Analysis developed by BASF ensures that the innovative approach also creates value for the environment. Many of our customers already aim to increase the proportion of recycled materials in their products. We are currently working with customers to produce the first prototypes for customer products with chemically recycled material. & Solutions Performance Products: Designers in the furniture industry now have access to innovative wood fiberboards based on BASF's new binder technology, acFormⓇ. Unlike standard wood fiberboards, those novel panels can be 3D-molded and their surfaces can be structured on standard furniture molding equipment. This opens up new, cost-efficient design options for large-scale production. Since acFormⓇ works without formaldehyde, this technology also enables the woodworking industry to set new standards in workplace health and safety. 2 Management's Report Innovation 3 Corporate Governance 4 Consolidated Financial Statements 1 To Our Shareholders About This Report 35 35 BASF Report 2018 Digital innovation will also contribute to the profitable growth of the Agricultural Solutions segment. The digital farming activities and asso- ciated pipeline developments under the xarvioⓇ brand complement our existing portfolio with additional products and functionalities as well as access to the latest technologies. This additional expertise to optimize yields, including scientific data, predictive modeling for seasonal plan- ning and needs-based recommendations on the application of crop inputs, will accelerate our digital plans and improve our overall digital offer. This enables us to offer our customers even better agronomic support and assistance in optimizing the cultivation of their crops. business, mainly marketed under the Nunhems® brand, develops vegetable and hybrid varieties adapted to different growing conditions and that meet the needs of consumers and the global food value chain for novel vegetable varieties. 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 288. 2 GT27™ traits are developed and marketed in cooperation with MS Technologies LLC, West Point, Iowa. For seeds and traits, the acquired businesses open up new opportu- nities that contribute to our innovation pipeline. The market launch of the new herbicide-tolerant soybean seed with the LibertyLink® GT27™ trait platform² is planned for 2020. This new soybean technol- ogy will be available to growers under the CredenzⓇ brand as well as licensee's brands, and will allow farmers to apply LibertyⓇ herbicide and two other herbicide active ingredients. Registration for one of these active ingredients is expected for the 2020 growing season. New cotton technology with herbicide tolerance will also be launched under our FibermaxⓇ and Stoneville® brands with a new mode of action. We want to expand the acquired InVigorⓇ canola seed busi- ness with yellow seed canola, which can be grown under more chal- lenging conditions such as arid environments. Our vegetable seeds Our well-stocked innovation pipeline comprises products with a launch date between 2018 and 2028. With a peak sales potential of more than €6 billion, the pipeline includes innovations from all busi- ness areas. This positive development is the result of continual invest- ment and early consideration of sustainability criteria as part of our research and development strategy. The first market launches of RevysolⓇ, our new fungicide, are scheduled for the 2019 growing season following registration with the relevant authorities. LuximoⓇ and TirexorⓇ, our new herbicides to manage a broad range of difficult-to-control grasses and broadleaf weeds, are expected to enter the market from 2020 onward. We launched the new insecticide InscalisⓇ in 2018. Another new insecticide, Broflanilide, to help farmers protect specialty and field crops from insects such as potato beetles and caterpillars, is planned to be on the market from 2020. In 2018, the Functional Crop Care business launched VelondisⓇ, for example, a biological fungicide for seed treatment. To achieve this, we invest continually in developing our pipeline in order to expand our portfolio in conventional crop protection, seeds, traits and beyond such as in biological solutions. In 2018, we invested €679 million in research and development in the Agricultural Solutions division, representing around 11% of sales for the segment. - Agricultural Solutions: We are working with farmers around the globe to improve the quality and yield of their agricultural production while taking societal expectations and requirements into consideration. BASF's UltrasimⓇ simulation tool has long been used to determine the direction of fibers in injection-molded plastics components after manufacturing (anisotropic mechanical behavior). The new UltrasimⓇ thermomechanics module also enables thermal deformation to be detected at an early stage of development of components like these. It takes into account the complex thermomechanical material behavior, the impact of the anisotropic fiber orientation as well as temperature distribution and temperature changes in the compo- nent. The tool can be used to simulate the typical temperature load from minus 40°C to 150°C for various applications. This saves our customers time and money in the development process as they are able to identify and avoid component faults at an early stage before going into serial production. This is crucial for electrical and elec- tronic equipment used in the automotive industry. BASF created the AuroomⓇ online platform to visualize automotive paints virtually. The colors available in the database can be mapped onto any 3D surface online, showing the characteristics and effects of the automotive coating in photographic quality. Painted samples are photographed from different angles and under different lighting, and processed using a special mathematical model. Digitalization speeds up the design process for original equipment manufacturers (OEMs), as they no longer have to wait for all samples to be painted and shipped. The effect of the color on the entire car body can be simu- lated in real time and projected onto manufacturers' own models. MasterTop TC 941 is a non-solvent-based, UV-stable topcoat with low emissions that offers exceptional cleanability and scratch resis- tance properties for resin floor systems. Targeted for use in retail and light industry spaces, MasterTop TC 941 has excellent aesthetic dura- bility, which reduces cleaning and maintenance bills and leads to a lower cost of ownership for the customer over the life of the floor. 5 Supplementary Information Oil and Gas Business 6 Overviews 20% Functional Materials €2,028 million 20% Performance Products 6% Chemicals Research focus areas - examples For a multiyear overview of research and development expenditures, see the Ten-Year Summary on page 280 The number and quality of our patents also attest to our power of innovation and long-term competitiveness. We filed around 900 new patents worldwide in 2018. In 2018, we once again ranked among the leading companies in the Patent Asset Index, a method that compares patent portfolios industry-wide. Our global research and development presence is vital to our success. We want to continue advancing our research and develop- ment activities, particularly in Asia as well as in North America, and are adapting this to growth in regional markets. A stronger presence outside Europe creates new opportunities for developing and expanding customer relationships and scientific collaborations as well as for gaining access to talented employees. This strengthens our Research and Development Verbund and makes BASF an even more attractive partner and employer. We continued to work on harnessing the enormous opportunities of digitalization for research and development in 2018. In the years ahead, we will continue to consistently expand our expertise in fields like scientific modeling and simulation and to develop new digital applications. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders About This Report 32 32 BASF Report 2018 We believe that the businesses acquired from Bayer offer tremen- dous innovation potential. The research and breeding capabilities of the new seed businesses, for instance, provide the opportunity to further develop and market high-yielding wheat hybrids. In addition, a breeding project improving the oil quality of Brassica juncea (Indian mustard) to canola grade and certain non-selective herbicide and nematicide research projects perfectly complement our existing R&D activities. We are fine-tuning our innovation strategies in all of our business areas to ensure a balanced portfolio of incremental and breakthrough innovation, as well as of process, product and business model inno- vation. One of the steps taken in 2018 to further promote break- through innovation was the establishment of BASF-Inkubator Chemovator GmbH, based in Mannheim, Germany. This actively nurtures promising business ideas with the help of external experts, who act as consultants, coaches, mentors or intermediaries, and quickly bring these to market readiness. We have also identified addi- tional, far-sighted topics that go above and beyond the current focus areas of our divisions. The aim is to use these to exploit new business opportunities within the next few years. Above and beyond this, we are working on overarching projects with a high technological, social or regulatory relevance. For instance, one global research and development program is focusing on the energy-intensive underlying production processes for basic chemicals. These basic chemicals account for more than half of the CO2 emissions produced by the European chemical industry. The program covers topics such as the development of new catalysts for methane pyrolysis and the direct conversion of syngas, as well as research into materials and safety for the electrification of steam cracker heating. Our cross-divisional corporate research will remain closely aligned with the requirements of our operating divisions and allows space to quickly review creative research approaches. We strengthen existing and continually develop new key technologies that are of central significance for our operating divisions, such as polymer technolo- gies, catalyst processes or biotechnological methods. ■ Increased use of digital technologies 3 Corporate Governance ■ Innovative battery materials for electromobility Expansion of business activities in 3D printing - Quality of life Agricultural Solutions 34% Corporate research, 20% Other Research and development expenses by segment 2018 Innovations in the segments - examples 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders About This Report BASF Report 2018 BASF is developing new, innovative materials for 3D printing. In the chemical industry, BASF already has a broad portfolio with materials, system solutions, components and services. Focus areas in new materials development are polyamide-based polymers, thermoplastic polyurethanes and polypropylene, as well as new photopolymers and filaments with custom attri- butes. At our laboratories - in Heidelberg and Ludwigshafen, Germany; Basel, Switzerland; Shanghai, China; and Wyan- dotte, Michigan - we refine and enhance products such as our thermoplastic and light-curing plastics, optimize processes and develop customer applications. In 2018, BASF New Business GmbH acquired shares in Advanc3D Materials GmbH, Ham- burg, Germany, and in Setup Performance SAS, Lyon, France, to continue the targeted expansion of the business. 3D printing ㅁ by 2025. In 2018, the focus was on creating pilot-scale customer models as well as research into materials with a nickel content of over 80%, which is needed to reach our range and cost targets. For more information on research and development, see basf.com/innovations Around the world, experts in the research area Process Research & Chemical Engineering are working on innovative cathode materials for lithium-ion batteries to meet the growing demand for powerful, reliable and low-cost electric vehicles. They aim to create the highest-density cathode materials on the market by making selec- tive changes to the chemical composition, structure and the manu- facturing process. The ultimate goal is to double the on-road range of a mid-size vehicle from 300 to 600 kilometers on a single battery charge, halve battery size and reduce charging time to 15 minutes Our supercomputer Quriosity in Ludwigshafen, Germany, was started up in the fall of 2017. It is mainly used in product development and enables us to calculate much more complex models with significant- ly greater variation in parameters. Previously unknown correlations can also be identified and used to advance new research approaches. In 2018, for example, we simulated detergent formula- tions to determine how existing and potential new BASF products work at a molecular level. Such simulations enable us to better identify and exploit correlations in formulations. Another application is a large database calculated by Quriosity with over 8,000 molecu- lar properties such as solubility or compatibility with metal surfaces. Machine learning can be used to establish the link between these properties and the mode of action of BASF products. This enables us to identify promising molecules for innovative, customer-centric products. Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: - Resources, environment and climate Food and nutrition Tokyo Institute of Technology 42 Additions to property, plant and equipment2 by segment in 2018 Adjusted income after taxes 5,664 6,192 EBITDA margin % 14.6 17.6 - Adjusted noncontrolling interests 273 277 1 Excluding depreciation, amortization and valuation allowances attributable to the discontinued oil and gas business Adjusted net income 5,391 61,223 5,915 918,479 918,479 € 5.87 6.44 Compared with earnings per share, adjusted earnings per share has firstly been adjusted for special items. Secondly, amortization and valuation allowances (impairments and reversals of impairments) on intangible assets were eliminated. Amortization of intangible assets primarily results from the purchase price allocation following acquisitions and is therefore of a temporary nature. The effects of these adjustments on income taxes and on noncontrolling interests are also considered. This makes adjusted earnings per share a suitable measure for making comparisons over time and predicting future profitability. In 2018, adjusted earnings per share amounted to €5.87 compared with €6.44 in the previous year. For information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 218 49 49 BASF Report 2018 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations Weighted average number of outstanding shares (in thousands) Adjusted earnings per share 3 Corporate Governance 62,675 (34) 3,080 2,959 - Special items (320) (58) + Valuation allowances on intangible assets and property, plant and equipment¹ + Amortization and valuation allowances on intangible assets 563 539 53 219 Depreciation, amortization and valuation - Amortization and valuation allowances on intangible assets contained in special items 188 1 32 allowances on intangible assets and 3,133 3,178 property, plant and equipment EBITDA Sales revenue - Adjustments to income taxes 231 537 9,166 10,765 - Adjustments to income after taxes from discontinued operations 32 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews 9,481 2,995 2,645 2,190 1,336 9,166 732 739 795 3,133 9,166 10,765 (14.9%) Income from operations (EBIT) 1,496 2,263 1,395 469 6,033 EBITDA margin % 14.6 17.6 Special items (18) (66) (75) (161) (320) 1,906 2,263 2,709 3,013 Sales and earnings Million € Sales and earnings by quarter in 2018² Million € 2018 2017 +/- Q1 Q2 Q3 Q4 Full year Sales 62,675 61,223 2.4% Sales 15,700 15,783 15,606 15,586 62,675 Income from operations before depreciation, 9,481 10,738 amortization and special items (11.7%) Income from operations before depreciation and amortization (EBITDA) Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization¹ + Depreciation and amortization¹ Depreciation and amortization¹ 6,352 Income after taxes (691) 8,278 15.4 Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are indicators that describe operational performance independent of age-related depreciation and amortization of assets and extraordi- nary valuation allowances (impairments or reversals of impairments). Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items is also highly useful in making comparisons over time. The EBITDA margin is a relative indicator and is calculated as the ratio of EBITDA to sales revenue, enabling operational performance to be compared independent of the size of the underlying business. EBITDA before special items declined by €1,257 million year on year to €9,481 million in 2018. At €9,166 million, EBITDA was down €1,599 million from the prior-year figure. The EBITDA margin was 14.6% in 2018, compared with 17.6% in the previous year. 2018 2017 Intangible assets 13,375 11,666 + Property, plant and equipment 18,519 18,128 7,587 + Investments accounted for using the equity method 1,685 + Inventories 10,951 9,896 EBITDA before special items + Accounts receivable, trade 10,320 10,660 Million € + Current and noncurrent other receivables and other assets4 2018 2017 1,749 1,800 1,715 2017 % BASF Report 2018 47 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Additional indicators for results of operations ■ ROCE declines from 15.4% to 11.4%, adjusted earnings per share from €6.44 to €5.87 ■ EBITDA before special items and EBITDA considerably below previous year We also use alternative performance measures (APMs) to steer the BASF Group. Investors, analysts and rating agencies use them to assess our performance. These are not defined by IFRS. As such, the methods of calculation can differ from those used by other companies. Alternative performance measures for the results of operations are EBIT before special items, EBIT after cost of capital, EBITDA before special items, EBITDA, the EBITDA margin, ROCE¹ and adjusted earnings per share. Other APMs are net debt, 2 free cash flow² and capital expenditure (capex).³ We have used the indicator return on capital employed (ROCE) since the 2018 business year. It measures the profitability of the capital employed by the segments. ROCE was 11.4%, after 15.4% in the previous year. 11.4 For more information on the determination of ROCE, see page 29 Million € EBIT of BASF Group - EBIT of Other EBIT of segments Cost of capital basis of segments, average of month-end figures ROCE Capital employed Million € 2018 6,033 (491) 6,524 56,990 53,750 ROCE EBIT 6,033 7,587 9,481 10,738 4 Including customer/supplier financing and other adjustments 5 Excluding depreciation, amortization and valuation allowances attributable to the discontinued oil and gas business 1 The financial return on assets reported in the previous year was the starting point for determining the return on assets, adjusted for special items from acquisitions and divestitures, which was used as a compensation parameter. The return on assets is no longer reported on, as this was replaced by ROCE as the compensation-relevant indicator from 2018 onward. 2 For more information on these indicators, see the Financial Position from page 53 onward 3 For more information on capex, see Value-Based Management on page 30 and Material Investments and Portfolio Measures on page 41 BASF Report 2018 48 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations EBITDA before special items 3 Corporate Governance 5 Supplementary Information Oil and Gas Business 6 Overviews EBITDA Million € Adjusted earnings per share Million € 2018 2017 2018 2017 EBIT 6,033 7,587 4 Consolidated Financial Statements 78,768 86,556 Assets of the BASF Group as of December 31 + Assets of disposal groups 276 - Special items (320) (58) Cost of capital basis of segments, 56,990 53,750 average of month-end figures EBIT before special items 6,353 7.645 + Deviation from cost of capital basis at closing rates as of December 31 + Depreciation and amortization 3,080 2,959 5,823 (625) + Assets not included in cost of capital 23,743 25,643 + Valuation allowances on intangible assets and property, plant and equipment 48 134 of which disposal group for the oil and gas business 14,088 Depreciation, amortization and valuation allowances on intangible assets and property, plant and equipment 3,128 3,093 4,979 For more information on the results of operations of discontinued operations, see page 86 onward 3,133 EBIT before special items. 6,078 Earnings per share 1.86 1.63 1.45 1.68 6.62 Adjusted earnings per share. € 1.97 1.78 1.40 1.29 1,537 6.44 BASF Report 2018 50 50 For more information on this transaction, see Note 2.5 to the Consolidated Financial Statements from page 209 onward On September 27, 2018, we signed a definitive agreement with the LetterOne group to merge our respective oil and gas businesses. The merger aims to create the leading independent company in the European oil and gas sector. To effect the merger, LetterOne will contribute all its shares in DEA Deutsche Erdöl AG to Wintershall Holding GmbH against the issuance of new shares of the company to LetterOne. The company will then be renamed Wintershall DEA. BASF will initially hold 67% and LetterOne 33% of Wintershall DEA's ordinary shares, reflecting the value of the respective exploration and production businesses of Wintershall and DEA. To reflect the value of Wintershall's gas transportation business, BASF will receive additional preference shares. No later than 36 months after closing but in all cases before an IPO, these preference shares will be con- verted into ordinary shares of the company Wintershall DEA. This will increase BASF's share in Wintershall DEA. Closing of the trans- action is expected in the first half of 2019, subject to the approvals of merger control and foreign investment authorities as well as mining authorities and the German Federal Network Agency. Until closing, Wintershall and DEA will continue to operate as indepen- dent companies. For more information, see Events after the reporting period on page 122 On May 3, 2018, BASF and Solenis announced that they had signed an agreement on the combination of BASF's paper and water chemicals business with Solenis. BASF and Solenis closed the transaction on January 31, 2019. changes to the scope of the transaction, the purchase price on a cash and debt-free basis and excluding other adjustments would have been €1.6 billion. On September 18, 2017, we signed an agreement with the Solvay group on the acquisition of Solvay's global polyamide business, subject to the approval of the relevant antitrust authorities. The E.U. Commission granted conditional clearance for BASF to acquire the polyamide business on January 18, 2019. They require divesting parts of the original transaction scope to a third-party buyer, namely manufacturing assets and innovation capabilities of Solvay for engi- neering plastics in Europe. The divestment process has started. By complementing the engineering plastics portfolio, enhancing the access to key growth markets in Asia and South America as well as strengthening the value chain through backward integration into key raw materials, BASF will still achieve its key strategic objectives. The review procedure in China is ongoing. Closing is expected in the second half of 2019, as soon as all remaining closing conditions have been fulfilled, including the sale of the businesses and assets to be divested to a third party. We plan to integrate the polyamide business into the Performance Materials and Monomers divisions. Before being adjusted to reflect the necessary antitrust-related Agreed transactions On January 31, 2018, our production site for styrene butadi- ene-based paper dispersions in Pischelsdorf, Austria, was sold to Synthomer Austria GmbH, a subsidiary of the British specialty chemicals manufacturer Synthomer plc. The styrene acrylic disper- sions that were produced in Pischelsdorf were not included in the sale. They were bundled with the businesses in Ludwigshafen, Germany. The sale was made in connection with the concentration of paper dispersions production in Europe at the sites in Ludwigs- hafen, Germany, and Hamina, Finland, which is designed to strengthen the Dispersions & Pigments division. Divestitures For more information on acquisitions, see page 81 onward 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) excluding depreciation and amortization attributable to the discontinued oil and gas business 2 Quarterly results not audited On August 1, 2018, we closed the acquisition of a range of busi- nesses and assets from Bayer to complement our activities in crop protection, biotechnology and digital farming. At the same time, the transaction marked our entry into the seeds, non-selective herbi- cides and nematicide seed treatments businesses. The assets acquired included Bayer's global glufosinate-ammonium business, commercialized under the LibertyⓇ, BastaⓇ and FinaleⓇ trademarks, as well as its seed businesses for key field crops in selected mar- kets. The transaction also covered Bayer's trait research and breed- ing capabilities for these crops. We also closed the acquisition of Bayer's global vegetable seeds business, which mainly operates under the trademark NunhemsⓇ, on August 16, 2018. This strength- ens the Agricultural Solutions division. The all-cash purchase price amounted to a total of €7.4 billion and may be subject to purchase price adjustments. 1,336 1,709 (58) 2,298 2,120 1,702 1,525 7,645 (149) (162) (184) (210) (705) 2,143 1,888 1,496 1,640 6,882 1,626 1,433 1,260 1,273 5,592 Income after taxes from discontinued operations 146 131 149 334 760 Net income 1,211 On March 7, 2018, we closed the agreement to form BASF Toda America LLC (BTA), Iselin, New Jersey, for battery materials. BTA is a cooperative venture between BASF and Toda; BASF holds a majority share in and control over BTA. With the acquisition of the Battle Creek site in Michigan and the site contributed by BASF in Elyria, Ohio, the new company took over production of high energy cathode active materials for e-mobility applications. The transaction strengthens the Catalysts division's battery materials business. For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 205 onward We added €1,425 million worth of property, plant and equipment through acquisitions in 2018. Additions to intangible assets includ- ing goodwill amounted to €5,540 million. 6,965 3,770 Total 5,040 1,425 3,615 1,261 1,261 of which goodwill Property, plant and equipment² 5,695 5,540 155 Acquisi- tions 10,735 Invest- ments Investments and acquisitions 2018 Million € Investments and acquisitions alike are prepared by interdisciplinary teams and assessed using various criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. For more information on our investments from 2019 onward, see page 122 By investing in our plants, we create the conditions for our desired growth while constantly improving the efficiency of our production processes. For the period from 2019 to 2023, we have planned capital expenditures (capex)1 totaling €21.3 billion worldwide. In addition to innovations, investments make a decisive con- tribution toward achieving our ambitious growth goals. We use targeted acquisitions to supplement our organic growth. Material Investments and Portfolio Measures The BASF Group's Business Year 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 2 Management's Report 3 Corporate Governance Material Investments and Portfolio Measures 1 To Our Shareholders About This Report BASF Report 2018 Intangible assets Investments In North America, we constructed and started operation of an ammonia production plant in Freeport, Texas, together with Yara International ASA, headquartered in Oslo, Norway. We started con- struction of a new MDI synthesis unit in Geismar, Louisiana. Startup is scheduled for 2020. Total Acquisitions 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 2 Management's Report 3 Corporate Governance Material Investments and Portfolio Measures 1 To Our Shareholders About This Report 44 41 North America 24% €3,615 million BASF Report 2018 3 Including investments in connection with our oil and gas activities until September 2018 2 Including capitalized exploration, restoration obligations and IT investments 1 Additions to property, plant and equipment excluding acquisitions, capitalized exploration, restoration obligations, IT investments and right-of-use assets arising from leases 56% Europe³ South America, Africa, Middle East³ 5% Asia Pacific 15% Additions to property, plant and equipment2 by region in 2018 20% Performance Products 36% Chemicals & Solutions Functional Materials 23% €3,615 million Others³ 15% (infrastructure, R&D) Agricultural Solutions 6% In Europe, we will strengthen the Verbund by replacing our acetylene plant in Ludwigshafen, Germany, which plays a central role for many products and value chains, with a modern, highly efficient plant by the end of 2019. We are also constructing another production plant for special zeolites in Ludwigshafen, Germany. Special zeolites are used to produce state-of-the-art exhaust catalysts for commercial vehicles and passenger cars with diesel engines. Production startup is scheduled for 2019. In the first quarter of 2018, we started construction of another production plant for vitamin A, which is scheduled for startup in 2020. We invested €3,615 million³ in property, plant and equipment in 2018 (previous year: €4,020 million). Capex¹ accounted for €3,498 million of this amount (previous year: €3,735 million). Our investments in 2018 focused on the Chemicals, Functional Materials & Solutions and Performance Products segments. We will also refine our portfolio through acquisitions that promise above-average profitable growth as part of the BASF Verbund and help to reach a relevant market position. We also take into account whether they are innovation-driven or offer a technological differen- tiation, and make new, sustainable business models possible. With a world market share of more than 40%, China is today the largest chemical market and drives the growth of global chemical production. We expect China's share to increase to around 50% by 2030. To continue to participate in this growth in Asia in the future, we are investigating the possibility of building an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong and expanding the site we operate together with our partner Sinopec in Nanjing, China. For more information on investments within the segments, see page 58 onward In Asia, we started production at the new aroma ingredients com- plex in 2018, which was built together with our partner PETRONAS Chemicals Group Berhad, Kuala Lumpur, Malaysia, and at the Ultra- formⓇ plant in Gimcheon, South Korea, build together with our partner Kolon Plastics Inc., headquartered in Gimcheon, South Korea. We are constructing a plant for plastic additives in Shanghai, China, with startup planned for 2019. These investments strengthen our presence in Asia. (104) 3,178 (1.4%) 122 (6) (16.9%) Income after taxes from discontinued operations 177 162 235 255 829 Financial result (745) (705) (5.7%) Net income 1,679 1,480 7,645 1,200 4,707 Income before income taxes 5,288 6,882 (23.2%) Earnings per share € 1.83 1.61 1.31 0.37 5.12 Income after taxes from continuing Adjusted earnings per share 348 € 6,353 4,150 2,281 1,972 1,470 630 6,353 Income from operations (EBIT) Financial result 6,033 7,587 (20.5%) (181) (192) (138) (234) EBIT before special items (745) 2,082 1,714 1,257 235 5,288 Special items (320) (58) Income after taxes from continuing operations 1,581 1,361 1,032 176 Income before income taxes 1.93 1.77 1.51 61,223 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization¹ 3,035 2,872 2,517 2,314 10,738 3,030 2,814 2,655 2,266 10,765 738 15,231 764 845 3,178 Special items Income from operations (EBIT) EBIT before special items Financial result Income before income taxes Income after taxes from continuing operations 2,292 2,050 1,824 1,421 7,587 831 14,516 15,449 16,027 0.66 5.87 4,150 operations 5,592 (25.8%) Income after taxes from 829 760 9.1% discontinued operations. Sales and earnings by quarter in 2017² Net income 4,707 6,078 (22.6%) Million € Earnings per share 5.12 6.62 (22.7%) Q1 Q2 Q3 Q4 Full year Adjusted earnings per share 5.87 6.44 (8.9%) Sales (70) For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 223 onward 867 At €272 million, noncontrolling interests were on a level with the previous year. Net income amounted to €4,707 million, consider- ably below the prior-year figure of €6,078 million. Earnings per share were €5.12, compared with €6.62 in 2017. Important raw material price developments ■ Higher prices for crude oil and naphtha ■ Year-on-year increase in gas prices, but with wide regional variance The average monthly price for the chemical raw material naphtha ranged over the course of 2018 between $463 per metric ton in December and $676 per metric ton in September. At $602 per metric ton, the annualized average price of naphtha in 2018 was higher than in 2017 ($485 per metric ton). The average price of gas in the United States was $3.16 per mmBtu, above the level of the previous year ($2.97 per mmBtu). In Europe, the average price of gas at the Title Transfer Facility (TTF) was significantly higher than in 2017, at $7.90 per mmBtu (2017: $5.71 per mmBtu). Gas prices in China averaged around $6.38 per mmBtu nationally (2017: $6.24 per mmBtu), while the average price in the coastal provinces of Shanghai, Jiangsu, Zhejiang, Shandong and Guangdong was $7.59 per mmBtu (2017: $7.43 per mmBtu). Price trends for crude oil (Brent blend) and naphtha $/barrel, $/metric ton Chemical production (excluding pharmaceuticals) The global chemical industry (excluding pharmaceuticals) grew by 2.7%, below our expectations at the beginning of 2018 (+3.6%) and below 2017 (+3.7%). Chemical production in the E.U. declined slightly overall after the strong prior year (2018: -0.9%, 2017: +3.2%), but fell sharply at the end of 2018 in particular. Contributing factors included capacity bottlenecks, lower export demand and weaker demand from the automotive industry in the second half of the year. In Asia, growth slowed overall to 3.4% after 4.5% in the previous year. At 3.6%, growth in the world's largest chemical market, China, was lower than in the prior year (+4.0%) and signifi- cantly lower than forecast at the beginning of the year (+5.0%). Stagnant demand from the automotive industry and slower momen- tum in other customer industries had a dampening effect. In Japan, too, growth fell significantly to 0.9% (2017: +7.1%) due to softer export demand. By contrast, growth picked up in the United States on the back of the economic upturn there and new production capacity (2018: +3.7%; 2017: +2.6%). Real change compared with previous year United States 2018 2.7% 2017 3.7% 2018 (0.9%) European Union 2017 3.2% 2018 3.7% World 2017 2.6% ■ Global growth weaker than in prior year and below expectations 6 Overviews 2017 8.5% 2018 4.0% Health and nutrition 2017 4.4% 2018 1.9% 2017 3.3% Electronics Trends in the chemical industry Agriculture 44 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business BASF Report 2018 2018 3.6% Emerging markets of Asia 2017 © 2017: $485/t © 2017: $54/bbl 700 90 Averaging around $71 per barrel in 2018, the oil price for Brent crude rose by about 30% compared with the previous year ($54 per barrel). The average monthly oil price fluctuated over the course of the year between $81 per barrel in October and $56 per barrel in December. 600 80 100 500 400 60 300 50 200 40 100 70 800 2018: $71/bbl 110 4.3% 2018 0.9% 2017 7.1% 2018 South America 2017 (0.1%) 0.0% Japan $/t $/bbl 1,100 130 1,000 120 900 Naphtha 2018: $602/t Crude oil 2018 7.2% 30 2017 3.4% 2017 3.1% European Union 2017 2.5% 2018 2.9% 2017 2.2% 2018 6.2% Emerging markets of Asia. 2018 1.9% 2017 6.4% 2017 1.9% 2018 1.0% South America 2017 1.6% United States Japan 2018 0.7% Economic trends by region 3.3% 2018 3.2% For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 218 onward 42 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 2017 5 Supplementary Information Oil and Gas Business 6 Overviews Overall, global economic growth in 2018 was as strong as we expected at the beginning of the year. However, momentum slowed considerably over the course of the year. Economic output in the advanced economies rose at roughly the same rate as in 2017, while growth in the emerging markets soft- ened slightly overall. Growth in the European Union (E.U.) declined significantly. By contrast, gross domestic product (GDP) in the United States increased faster than expected. The Chinese economy cooled in the second half of the year. Global GDP grew by 3.2% overall, only slightly slower than in 2017 (+3.3%). The global chemical industry (excluding pharmaceuticals) expanded by 2.7%, below the 2017 figure (+3.7%). The average price for a barrel of Brent blend crude oil rose to $71 per barrel (2017: $54 per barrel). For the outlook on the economic environment in 2019, see page 117 onward Trends in the global economy in 2018 The global economy continued its growth trajectory in 2018. How- ever, economic momentum slowed significantly over the course of the year. Regional trends were also more disparate than in 2017 and growth in global trade weakened. The escalation of the trade conflict between the United States and China, as well as fears that the United States would introduce additional tariffs on automotive imports increasingly weighed on the economic climate. In addition, financing conditions for a number of emerging markets deteriorated following interest rate hikes by the Federal Reserve. This led to capital outflows into the dollar zone and corresponding currency devaluations. By contrast, monetary policy in the eurozone and in Japan remained expansionary. World Gross domestic product Real change compared with previous year Economic Environment ■ Weaker economic growth in the E.U. ■ Acceleration of growth in the United States ■ Economic cooldown in China ■ Delayed recovery in South America As we had forecast, GDP growth in the E.U. slowed to just under 2% in 2018 (2017: +2.5%). Besides capacity bottlenecks, the decline in economic momentum was primarily attributable to weaker export demand. In addition, the rising oil price led to higher import values and energy prices drove up inflation, which dampened growth in consumer purchasing power. Growth in France (+1.5%), Italy (+0.8%), Spain (+2.5%) and the United Kingdom (+1.4%) was in line with our expectations, while Germany turned in a disappoint- ing performance (+1.5%). This was attributable to a large extent to China. There was a noticeable decline in production in South America as a whole, primarily as a result of heavy production losses in Argentina. By contrast, the strong upward trend in agricultural production continued in Asia, although here too, growth was lower than in the previous year. Growth in key customer industries Real change compared with previous year Industry total Transportation of which: automotive industry Energy and resources Construction The chemical industry's key customer sectors saw very mixed trends: Global automotive production contracted by 0.8% in 2018, a much weaker performance than in the previous year (+2.3%). Production fell by 1.3% in the E.U. Difficulties in the intro- duction of the new WLTP emission standard contributed significant- ly here. Automotive production declined slightly in North America. In China and South Korea, it decreased by 3.8% and 2%, respectively, and was largely flat in Japan (-0.2%). Production growth in the remaining emerging markets of Asia was slightly stronger than in 2017. India was a particularly large contributor here, with growth of 6.6%. In South America and Russia, automotive production rose significantly from a low baseline, but not as strongly as in the pre- vious year. At 3.1%, growth in the construction industry was at the prior-year level (+3.1%). The E.U. saw much slower growth in con- struction activity after the exceptionally strong prior year. Moderating effects came from residential and commercial construction, while the infrastructure segment saw stronger year-on-year growth. Growth in the U.S. construction industry remained modest. Only investment in infrastructure saw significant gains here. In Asia, by contrast, growth in the construction industry remained at a compara- tively high level. Agricultural production expanded at a much slower pace in 2018 compared with the previous year (2018: +1.9%; 2017: 3.3%), as cereal and soybean yields in Europe, North and South America as well as in South Africa were negatively impacted by the unusually long dry period. Agricultural output was flat overall in western Europe and fell significantly in eastern Europe. Substan- tial losses were also recorded in North America. Alongside weather-related influences, the trade conflict with China also played a key role here, which negatively impacted U.S. soybean exports to 2018 3.2% 2018 (0.3%) 2017 2.0% 2018 (0.8%) 2017 2.3% 2018 3.0% 2017 1.7% 2018 3.1% 2017 3.4% America, too, industrial production again declined slightly (2018: -0.3%; 2017: -0.8%). In the emerging markets of Asia, growth in industrial production was roughly on a level with the previous year, at 5.5% (2017: +5.6%). By contrast, growth in North America accelerated again markedly (2018: +3.1%; 2017: +1.8%). The downturn was most pronounced in the E.U. (2018: +1.4%; 2017: +3.1%) and in Japan (2018: +0.9%; 2017: +2.7%). In South Global industrial production grew by 3.2% in 2018, roughly in line with our expectations at the beginning of 2018 but down from the previous year (2017: +3.4%). Growth slowed in both the advanced economies (2018: +2.1%; 2017: +2.4%) and the emerging markets (2018: +4.2%; 2017: +4.4%). difficulties in the introduction of the new Worldwide Harmonized Light-Duty Vehicles Test Procedure (WLTP) emission standard in the automotive industry, which also affected its supplier industries and led to a slight overall decrease in GDP in the third quarter of 2018. At 4.2%, GDP growth in the eastern E.U. countries remained high but was lower than in the previous year (+4.6%). According to official estimates, Russian GDP rose faster than in the previous year, at 2.3% (2017: +1.6%). The economy was supported by the rising oil price and strong growth in the construction sector, while the weak ruble and sanctions imposed by the E.U. and the United States had an offsetting effect. Consumer confidence also declined signifi- cantly, among other factors due to higher inflation rates and the increase in the retirement age. In the United States, the expansionary tax policy led to stronger-than-expected growth of 2.9% (2017: +2.2%). Rising employment figures and income tax cuts boosted private consump- tion; investment was stimulated by the corporate tax reform. By contrast, headwinds came from foreign trade in the second half of the year. Exports slowed as a result of China's new import tariffs, which were introduced in response to higher U.S. duties. Average annual growth in the emerging markets of Asia declined only slightly (2018: +6.2%; 2017: +6.4%). However, economic momentum in China slowed significantly over the course of the year. Overall, China saw growth of 6.6% in 2018, slower than in 2017 (+6.8%). The trade conflict with the United States in particular unset- tled consumers and investors. Growth in Chinese industrial produc- tion declined over the course of the year. Automotive production declined by 3.8% after tax incentives expired in the previous year. Momentum slowed somewhat in the electronics industry and weakened significantly in the textile industry. Growth picked up in the construction sector. Economic output in the remaining emerging markets of Asia rose at the same rate as in 2017 (+5.6%). 1 All information relating to past years in this section can deviate from the previous year's report due to statistic revisions. In addition, the baseline for calculating real growth rates for GDP, customer industry and chemical production figures has been adjusted from 2010 to 2015. This changes the market share of individual countries and slightly increases global growth rates overall. BASF Report 2018 43 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews In Japan, growth declined again in 2018 after the exceptionally strong increase in the previous year (2018: +0.7%; 2017: +1.9%). Although private sector investment in production facilities continued to grow dynamically as a result of low interest rates and high capacity utilization, private consumption only rose moderately and export growth declined significantly. The trade conflict between the United States and China also increasingly made itself felt. In addi- tion, extreme weather conditions and a severe earthquake led to a decline in GDP in the third quarter of 2018. South America continued the recovery that started in 2017, albeit only at a moderate pace (2018: +1.0%; 2017: +1.6%). The truck drivers' strikes and the political uncertainty ahead of the presidential elections in the fall prevented a stronger economic recovery in Brazil (2018: +1.3%; 2017: +1.0%). Argentina suffered a loss of confi- dence among external investors, succumbed to a severe currency crisis and fell back into recession (2018: -2.4%; 2017: +2.9%). The crisis in Venezuela further intensified (2018: -15.0%; 2017: -9.1%), while the other countries in the region saw stronger growth overall (2018: +3.0%; 2017: +2.0%). Trends in key customer industries ■ Growth in global industrial production lower than in 2017 ■ Mixed trends in key customer sectors 2018 2.3% 2013 Consumer goods 2015 (174) (52) -Cost of capital² 5,699 5,376 Divestitures (2) Integration costs 137 825 2,902 Other charges and income (42) (12) Total special items in EBIT (320) EBIT after cost of capital 2 In 2017 and 2018, the cost of capital percentage was 10%. (691) - EBIT of Other 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Special items Million € EBIT after cost of capital Million € 2018 (491) 2017 2017 EBIT of BASF Group 6,033 7,587 Restructuring measures (102) (131) 2018 At €6,033 million, EBIT for the BASF Group in 2018 was consider- ably below the previous year's level (2017: €7,587 million). Included in this figure is income from companies accounted for using the equity method, which declined from €323 million to €269 million. EBIT after cost of capital³ Million € 825 2,902 1,136 194 1,368 3 EBIT after cost of capital for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2014 to 2016 have not been restated. Financial result and income after taxes 2014 ■ Financial result slightly, net income considerably below previous year The financial result declined to minus €745 million in 2018, com- pared with minus €705 million in the previous year. Net income from shareholdings decreased from minus €30 million in 2017 to minus €42 million, mainly as a result of higher expenses from loss transfer agreements. The interest result declined from minus €315 million in 2017 to minus €366 million, mainly due to the increase in interest expenses from the higher level of financial indebtedness. The other financial result amounted to minus €337 million, compared with minus €360 million in the previous year. This was largely attributable to the decrease in other financial expenses, primarily due to the lower net interest expense from pension plans. Income before income taxes declined from €6,882 million in the previous year to €5,288 million in 2018. Income taxes decreased from €1,290 million in the previous year to €1,138 million in 2018. At 21.5%, the tax rate was above the prior-year level (18.7%), which included one-off deferred tax income in the total amount of €426 million from tax reforms, of which €379 million in the United States. 2014 Income after taxes from continuing operations declined from €5,592 million to €4,150 million. Income after taxes from discon- tinued operations rose from €760 million to €829 million. This was mainly due to higher oil and gas prices as well as volumes growth in Norway and Russia. Overall, income after taxes declined from €6,352 million to €4,979 million. ■ Earnings per share decline from €6.62 to €5.12 2015 2016 2017 EBIT1 Million € 2018 2017 2016 2015 2014 6,033 7,587 6,275 6,248 7,626 1 EBIT for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2014 to 2016 have not been restated. We once again earned a significant premium on our cost of capital in 2018. EBIT after cost of capital amounted to €825 million, compared with €2,902 million in the previous year. The cost of cap- ital rose by €323 million year on year. This increase was mainly attributable to the assets acquired from Bayer in August 2018. By contrast, the classification of the oil and gas activities as discon- tinued operations meant that the related assets were retroactively no longer included in the cost of capital basis. For an explanation of the indicator EBIT after cost of capital, see page 29 The calculation of EBIT as part of our statement of income is shown in the Consolidated Financial Statements on page 176 2018 3 Corporate Governance 2 Management's Report Results of Operations (58) EBIT before special items declined slightly in the Performance Prod- ucts segment, primarily due to lower sales volumes and negative currency effects. Change in % For an explanation of the indicator EBIT before special items, see pages 29 to 30 442 1 2,715 4 EBIT before special items³ Change in million € (2,183) Million € 629 2018 (157) 0 2017 Changes in scope of consolidation Total change in sales (4) Factors influencing sales of the BASF Group Acquisitions Divestitures Currencies 2016 2017 1 To Our Shareholders 2018 BASF Report 2018 45 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Results of Operations The world economy saw slightly weaker growth in 2018 than in 2017, with momentum increasingly slowing over the course of the year. Growth in global industrial production was also down slightly year on year, while the global chemical industry (excluding pharmaceuticals) saw a stronger decrease. In this market environment, BASF did not perform as well as we expected. Although we increased sales slightly, earnings declined considerably. All segments were affected by the earnings decrease. Earnings rose in the discontinued oil and gas business. Business reviews by segment can be found from page 58 onward Volumes Prices 6 0 1 Income from operations 61,223 57,550 70,449 74,326 2 Sales for 2017 were reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2014 to 2016 have not been restated. 2016 ■ Considerable decline in EBIT before special items, EBIT and EBIT after cost of capital ■ Significant premium on cost of capital again earned Income from operations (EBIT) before special items decreased by €1,292 million to €6,353 million as a result of lower contributions from all segments. The Chemicals segment in particular recorded considerably lower earnings, mainly due to lower margins for isocya- nates and steam cracker products. The BASF Group's earnings were also negatively impacted by the low water levels on the Rhine River in the second half of 2018. BASF's business with the auto- motive industry also slowed in the second half of the year. In the Functional Materials & Solutions segment, EBIT before special items was considerably below the prior-year figure, primarily due to softer margins as a result of the increase in raw materials prices and higher fixed costs. The considerable decline in earnings in the Agricultural Solutions segment was attributable to negative currency effects in all regions as well as the strongly negative contribution from the businesses acquired from Bayer as a result of the late, intra- year timing of the transaction, the seasonality of the businesses and costs for integrating the businesses into the BASF Group. 1 Our chemicals business comprises the Chemicals, Performance Products and Functional Materials & Solutions segments. 3 EBIT before special items for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2014 to 2016 have not been restated. Special items in EBIT totaled minus €320 million in 2018, com- pared with minus €58 million in the previous year. Various restructur- ing measures led to special items of minus €102 million, after minus €131 million in 2017. At €174 million, integration costs in connection with business acquisitions were higher than the prior-year level (2017: €52 million), largely from the integration of the businesses acquired from Bayer in the Agricultural Solutions segment. Divesti- tures in 2018 accounted for an earnings contribution of minus €2 million. The prior-year figure included special income totaling €137 million, mainly in the Performance Products segment from the transfer of BASF's leather chemicals business to the Stahl group. The special items recognized in other charges and income amounted to minus €42 million in 2018, compared with minus €12 million in the previous year. For the definition of special items, see pages 29 to 30 BASF Report 2018 46 64 About This Report 2014 2015 62,675 7,357 2015 2014 1,452 6,353 7,645 2016 6,309 6,739 2 Sales ■ Sales growth of 2% to €62,675 million Sales rose by €1,452 million to €62,675 million in 2018. This was primarily attributable to higher sales prices in all segments, particu- larly in the chemicals business. 1 Sales were also positively impacted by the acquisition of significant businesses and assets from Bayer in the Agricultural Solutions segment, which was closed in August 2018, and higher volumes, especially in the Functional Materials & Solutions segment. This was partly offset by negative currency effects in all segments. Sales² Million € 2018 2017 (6.9) (5,282) 919 36,109 1.2 (5,939) 1,055 44.2 % 42.4 36,699 5.4 4,293 5.0 Million € 4,294 41.7 34,826 34,756 Noncurrent assets decreased by €4,288 million to €43,335 million. This is primarily attributable to the reclassification of noncurrent assets to the disposal groups, mainly for the oil and gas business and to a minor extent for the paper and water chemicals business. More information on the above transactions and disposal groups can be found on page 42 of this Management's Report and in Notes 2.4 and 2.5 to the Consolidated Financial Statements from page 205 onward 7,434 17.7 15,332 % Financial indebtedness 3.5 2,731 2.1 1,787 Deferred tax liabilities 4.4 3,478 2.1 1,860 Other provisions 8.0 6,293 8.6 Provisions for pensions and similar obligations Million € The €2,960 million increase in intangible assets was largely attributable to acquisition-related additions, which amounted to €5,540 million as of the year-end, including €1,261 million in good- will. The main offsetting effects were reclassifications to the disposal groups and depreciation and amortization.² December 31, 2018 Current assets rose by €12,076 million to €43,221 million. This was primarily attributable to reclassifications from noncurrent assets to the disposal groups. The assets of disposal groups totaled €14,607 million as of the year-end, of which €14,088 million was attributable to the discontinued oil and gas business. At €570 million, other financial assets were down €36 million from the prior-year level. Deferred tax assets increased by €224 million to €2,342 million, primarily from higher provisions for pensions and similar obligations. Other receivables and miscellaneous assets declined by €446 million year on year to €886 million, mainly due to the reclassification of loan receivables to the disposal group for the oil and gas business. Investments accounted for using the equity method declined by €2,512 million to €2,203 million, largely due to the reclassification of oil and gas shareholdings to the disposal group. 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance Inventories increased by €1,863 million. Of this figure, €887 million resulted from the transaction with Bayer. By contrast, trade accounts receivable declined by €136 million and other receivables and mis- cellaneous assets by €355 million, mainly due to lower bank accept- ance drafts in China and the reclassification to the disposal group for the discontinued oil and gas business. Marketable securities rose by €292 million to €344 million following an optimization of current cash deposits. By contrast, cash and cash equivalents decreased by €4,195 million to €2,300 million, largely as a result of the purchase price payment to Bayer. 2 Management's Report Net Assets About This Report 51 BASF Report 2018 1 As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under the item other receivables and miscellaneous assets. The 2017 figures have been restated accordingly. For more information, see Note 18 to the Consolidated Financial Statements from page 235 onward. 2 Including impairments and reversals of impairments Property, plant and equipment declined by around 18% to €20,780 million, mainly as a result of reclassifications totaling €6,651 million, primarily to the disposal groups. Depreciation and amortization amounted to €3,155 million, lower than invest- ments (€3,615 million). Additions from acquisitions amounted to €1,425 million. 15,535 Total assets amounted to €86,556 million as of December 31, 2018, around 10% higher than the prior-year figure. This increase was largely driven by the acquisition of significant businesses and assets from Bayer. 1 To Our Shareholders For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 228 onward BASF Report 2018 Equity Noncontrolling interests Other comprehensive income Retained earnings Paid-in capital Equity and liabilities Financial Position Financial Position 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 42 52 December 31, 2017 19.7 We strive to maintain a solid "A" rating, which ensures unrestricted access to financial and capital markets. Our financing measures are aligned with our operational business planning as well as the com- pany's strategic direction and also ensure the financial flexibility to take advantage of strategic options. 705 53 BASF Report 2018 78,768 100.0 86,556 Total equity and liabilities 18.9 14,880 27.0 23,329 Current liabilities 6.6 5,753 Liabilities of disposal groups 3.9 3,064 3.5 About This Report 2,998 1 To Our Shareholders 3 Corporate Governance 2019 ■ Reclassification of material assets to current assets of disposal groups Million € Maturities of financial indebtedness Million € Net debt For more information on the development of the balance sheet, see the Ten-Year Summary on pages 282 to 283 For more information on the composition and development of individual equity and liability items, see the Notes to the Consolidated Financial Statements from page 238 onward Overall, financial indebtedness grew by €2,809 million to €20,841 million. Together with the decline in cash and cash equiva- lents, particularly in connection with the purchase price payment for the acquisition of significant businesses from Bayer, this increased net debt by €6,712 million compared with December 31, 2017, to €18,197 million. Net debt is calculated by subtracting marketable securities and cash and cash equivalents from current and noncur- rent financial indebtedness. This balance-related indicator provides information on effective indebtedness. Current tax liabilities declined by €424 million and current other liabilities by €66 million, in both cases primarily as a result of the reclassification to the disposal group for the oil and gas business. Within current liabilities, the main offsetting effect came from higher advances on orders. At €3,252 million as of December 31, 2018, current provisions were slightly above the prior-year level. The rise in current financial indebtedness was largely due to the issue of U.S. dollar commercial paper with a carrying amount of around €2,549 million as of December 31, 2018. The reclassification of bonds to current financial indebtedness mentioned above con- trasted with the scheduled repayment of three eurobonds with an aggregate carrying amount of €1,773 million. Higher current financial indebtedness (+€3,012 million) and trade accounts payable (+€151 million) also contributed to the increase in current liabilities. Current liabilities rose by €8,449 million to €23,329 million, primarily as a result of reclassifications to the disposal groups. The liabilities of disposal groups amounted to €5,753 million as of December 31, 2018. Current liabilities assumed in connection with the transaction with Bayer during the year amounted to €282 million as of the year- end. Noncurrent other provisions declined by €1,618 million, deferred tax liabilities by €944 million and noncurrent other liabilities by €390 million. In each case, this was mainly due to reclassifications to the disposal group for the oil and gas business. issued in pounds sterling, euros, U.S. dollars, Australian dollars and Japanese yen with terms of between four and 30 years and an aggregate carrying amount of €1,866 million as of the year-end. The intrayear reclassification of liabilities to credit institutions with a car- rying amount of €499 million to the disposal group for the oil and gas business was partly offset by long-term loans taken out from banks. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 2 Management's Report Financial Position Other liabilities Other liabilities 2,497 Compared with the end of 2017, noncurrent liabilities decreased by €2,014 million to €27,118 million. This was primarily due to the intra- year reclassification of noncurrent liabilities to the disposal groups, almost exclusively for the oil and gas business. By contrast, the transaction with Bayer increased noncurrent liabilities by €636 mil- lion in 2018. Equity rose by €1,353 million year on year to €36,109 million. Retained earnings increased by €1,873 million to €36,699 million. Other comprehensive income declined by €657 million to minus €5,939 million. This was mainly due to actuarial losses on the plan assets for defined benefit plans due to the negative development of the capital markets. This contrasted with currency effects. The equity ratio decreased from 44.1% to 41.7%, mainly as a result of the increase in total assets. ■ Net debt rises by €6,712 million ■ Equity ratio at 41.7%, compared with 44.1% in previous year Equity and liabilities 100.0 44.1 1.2 (6.7) 37.0 29,132 31.3 27,118 Noncurrent liabilities 1.4 1,095 0.8 Provisions for pensions and similar obligations rose by €1,141 mil- lion. This was largely driven by the remeasurement of plan assets. The reclassification of provisions to the disposal groups had an off- setting effect. 3.2 23,743 Accounts payable, trade 6.4 5,509 Financial indebtedness 1.4 1,119 0.8 695 Tax liabilities 4.1 3,229 3.8 3,252 Provisions 6.3 4,971 5.9 5,122 The €203 million decline in noncurrent financial indebtedness was mainly attributable to lower liabilities to credit institutions, which accounted for €190 million of this decrease. The carrying amounts of bonds and other liabilities to the capital market were slightly below the prior-year level as of December 31, 2018. Two eurobonds with an aggregate carrying amount of €2,002 million were reclassified to current financial indebtedness in 2018. By contrast, bonds were ■ Acquisition-driven increase in total assets 1,501 100.0 Q1 Q2 Q3 Q4 Chemicals 53% 2018 2017 2018 2017 2018 2017 2018 2017 Performance Products 22% Chemicals Contributions to EBIT before special items by segment 4,286 Million € Business Review by Segment About This Report BASF Group 6,033 7,587 86,556 78,768 10,735 4,364 1 Additions to property, plant and equipment (of which from acquisitions: €1,425 million in 2018 and €8 million in 2017) and intangible assets (of which from acquisitions: €5,540 million in 2018 and €235 million in 2017) BASF Report 2018 58 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Sales¹ 1 To Our Shareholders 4,105 4,045 5,261 5,238 4,975 5,518 5,311 Other (7%) Agricultural Solutions 1,728 1,855 5,509 1,526 1,243 987 1,684 1,328 Other 5,540 4,132 5,198 Functional Materials & Solutions 4,309 4,023 3,774 4,158 Functional Materials & Solutions 21% Performance Products 3,991 4,260 3,949 4,142 3,989 3,983 3,883 3,832 Agricultural Solutions 11% 5,139 2 Management's Report Net Assets 3 Corporate Governance 4 Consolidated Financial Statements Marketable securities 4.4 3,494 3.6 3,139 Other receivables and miscellaneous assets¹ 13.7 10,801 12.3 10,665 Accounts receivable, trade¹ 13.1 10,303 14.1 12,166 Inventories 60.5 344 47,623 0.4 0.1 78,768 100.0 86,556 39.5 31,145 50.0 43,221 Total assets Current assets 16.9 14,607 Assets of disposal groups 8.2 6,495 2.7 2,300 Cash and cash equivalents 52 50.0 43,335 Noncurrent assets 24.0 20,780 Property, plant and equipment 17.3 13,594 19.1 16,554 Intangible assets % Million € % Million € December 31, 2017 December 31, 2018 Assets Net Assets 5 Supplementary Information Oil and Gas Business 6 Overviews 25,258 32.0 Investments accounted for using the equity method 2,203 1.7 1,332 1.0 886 Other receivables and miscellaneous assets 2.7 2,118 2.7 Assets 2,342 0.8 606 0.7 570 Other financial assets 6.0 4,715 2.5 Deferred tax assets 2020 2018 2021 2,205 2,427 1,376 1,416 Other 5% Functional Materials & Solutions 21,435 20,745 1,917 2,251 1,307 1,617 Agricultural Solutions 6,156 6 5,221 16,217 (3,917) 15,812 10% 25% 2018 2017 2018 2017 2018 2017 Functional Materials & Solutions 34% Chemicals 16,501 16,331 4,432 5,374 3,386 4,233 Agricultural Solutions Performance Products Performance Products Changes in cash and cash equivalents affecting liquidity 10 3,996 3,894 - Payments made for intangible assets 27 (7,255) 8,785 7,939 Cash flows from operating activities (3,996) (3,894) 2017 2018 December 31, December 31, Million € 8,785 7,939 (655) 8 11 (3,958) 394 (52) (2,873) (3,021) Billion € 3,248 2,966 Cash flow 19 3 Cash flows from financing activities Dividends Changes in financial and similar liabilities Capital increases/repayments and other equity transactions 4,789 4,045 and property, plant and equipment Free cash flow (11,804) Free cash flow Income from operations (EBIT) before special items Sales 99 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Actual Development Compared with Outlook for 2018 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Actual Development Compared with Outlook for 2018 Forecast/actual comparison¹ BASF Group sales increased slightly in 2018, in line with our fore- cast. EBIT before special items declined considerably in 2018 and was thus lower than the slight increase forecast at the beginning of the year. On the one hand, we adjusted our forecast in September 2018 to a slight decline in EBIT before special items compared with the adjusted figure for 2017 as a result of the changed presentation of the oil and gas business following the signing of the definitive agreement with LetterOne. On the other, earnings development in the Functional Materials & Solutions and Performance Products segments in particular did not meet our expectations. As a result, EBIT also declined considerably in 2018 instead of slightly as we had anticipated. EBIT after cost of capital declined considerably, as expected. We increased sales slightly in the Chemicals segment, after predicting a slight decline in sales at the beginning of 2018. The anticipated decrease in isocyanate prices as a result of additional capacities occurred later in the year than expected. EBIT before special items declined considerably as forecast. Sales in the Performance Products segment declined slightly, contrary to our forecast of a slight increase. We were unable to increase sales volumes as expected due to the continued lower availability of citral-based products in the Nutrition & Health division and lower sales volumes in the Care Chemicals division, especially for oleochemical surfactants and fatty alcohols, as well as in the hygiene business. As a result, EBIT before special items did not increase considerably as anticipated, but declined slightly. Sales in the Functional Materials & Solutions segment increased slightly in line with our forecast. Margins did not improve as expected due to the increase in raw materials prices, and so we recorded a Chemicals Performance Products Functional Materials & Solutions Agricultural Solutions 56 Other BASF Report 2018 Payments made for intangible assets and property, plant and equipment² Free cash flow 556 4 Cash and cash equivalents at the beginning of the period and other changes 6,436 1,274 Cash and cash equivalents at the end of the year¹ 2,519 6,495 0 1 In 2018, cash and cash equivalents presented in the statement of cash flows deviate from the figure in the balance sheet, as cash and cash equivalents of the oil and gas business in the balance sheet have been reclassified to the disposal group. 2014 2015 2016 2017 2018 Cash flows from operating activities - 2 Including investments to the extent that they already had an effect on cash (EBITDA) BASF Group Income from operations (EBIT) BASF Report 2018 57 440 About This Report 1 To Our Shareholders 2 Management's Report Business Review by Segment 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Business Review by Segment Segment overview Million € Contributions to total sales by segment Income from operations before depreciation and amortization Chemicals 26% In 2018, we invested a total of €3.5 billion in capital expenditures (capex), excluding additions from acquisitions, capitalized explora- tion, IT investments, restoration obligations and right-of-use assets arising from leases. This includes capex of €383 million in the former Oil & Gas segment for the first three quarters of 2018. The figure forecast at the beginning of 2018 was approximately €4.0 billion and included investments of €0.7 billion in the former Oil & Gas segment. Capex in the Functional Materials & Solutions segment and Other in particular was below the planned values. For information on our expectations for 2019, see page 120 onward For information on investments, see page 41 Sales was primarily due to valuation effects for our long-term incentive program. We achieved a considerable increase in sales in the Agricultural Solutions segment, as forecast. The acquisition of significant busi- nesses from Bayer, which was originally expected in the first half of 2018, was delayed until August 2018. The later-than-expected closing of the transaction and the seasonality of the businesses meant that earnings were more negatively impacted than antici- pated. Earnings were also weighed down by currency effects in all regions. Consequently, EBIT before special items declined consid- erably instead of slightly. EBIT before special items excluding the acquired Bayer activities also declined considerably compared with the previous year, rather than the slight increase we forecast. before special items 2018 forecast slight decline slight increase slight increase considerable increase slight increase slight increase 2018 actual slight increase slight decline slight increase considerable increase considerable increase slight increase 2018 forecast 2018 actual considerable decline considerable decline considerable increase considerable increase slight decline slight increase slight increase² slight decline considerable decline considerable decline considerable increase considerable decline 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). 2 We adjusted our forecast in September 2018 to a slight decline in EBIT before special items compared with the adjusted figure for 2017 as a result of the changed presentation of the Wintershall Group following the signing of the definitive agreement with LetterOne. We revised this forecast in December 2018 to a considerable decline in EBIT before special items. considerable decline instead of a considerable increase in EBIT before special items. In Other, both sales and EBIT before special items increased con- siderably and were thus higher than our forecast of a slight increase. The stronger sales development was mainly attributable to higher sales volumes in raw materials trading. The improvement in earnings 1,335 (339) (1,167) 1,235 1,545 17,654 17,364 872 1,056 Agricultural Solutions 591 1,015 16,992 8,096 7,110 185 Other (491) (691) Million € Functional Materials & Solutions Financing instruments 800 14,432 2018 2017 2018 2017 2018 2017 Chemicals 3,360 4,208 13,264 13,233 1,325 1,149 Performance Products 1,338 1,510 14,903 765 U.S. dollar For short-term financing, we use BASF SE's U.S. dollar commercial paper program, which has an issuing volume of up to $12.5 billion. As of December 31, 2018, commercial paper in the amount of $2,919 million was outstanding under this program; we did not hold any commercial paper as of December 31, 2017. Firmly committed, syndicated credit lines of €6 billion serve to cover the repayment of outstanding commercial paper, and can also be used for general company purposes. These were refinanced in January 2019. The above credit lines were not used at any point in 2018. Our external financing is therefore largely independent of short-term fluctuations in the credit markets. 5 Supplementary Information Oil and Gas Business 6 Overviews 2,300 344 18,032 20,841 2,497 5,509 15,535 15,332 Noncurrent financial indebtedness 9,559 2024 and beyond December 31, 2018 December 31, 2017 1,155 2023 2,105 2022 1,178 6,495 We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile, diversify our investor base and optimize our debt capital financing conditions. 18,197 + Current financial indebtedness 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Financial Position 1 To Our Shareholders About This Report 54 54 BASF Report 2018 Our financing policy aims to ensure our solvency at all times, limiting the risks associated with financing and optimizing our cost of capi- tal. We preferably meet our external financing needs on the interna- tional capital markets. Rated "A1/P-1/outlook stable" by Moody's, "A/A-1/outlook stable" by Standard & Poor's and "A/S-1/outlook stable" by Scope Ratings, BASF enjoys good credit ratings, especially compared with competi- tors in the chemical industry. These ratings were most recently confirmed by Moody's on February 15, 2019, by Standard & Poor's on January 11, 2019, and by Scope Ratings on December 11, 2018. 52 ■ Financing principles remain unchanged ■ "A" ratings confirmed Financing policy and credit ratings Net debt - Cash and cash equivalents - Marketable securities Financial indebtedness 11,485 12 acquisitions¹ Investments including 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 59 55 BASF Report 2018 Cash and cash equivalents amounted to €2,519 million as of December 31, 2018. They declined by a cash-effective amount of €3,917 million in 2018, mainly as a result of the purchase price payment to Bayer. Cash flows from financing activities amounted to minus €52 million in 2018, after €394 million in 2017. Changes in financial and similar liabilities resulted in a cash inflow of €3.0 billion in the reporting year, around €0.3 billion less than in the previous year. This was primarily due to the issue of U.S. dollar commercial paper by BASF SE with a carrying amount of around €2.5 billion and bonds with a carrying amount of around €1.9 billion. The main offsetting effect was the repayment of maturing bonds in the amount of €1.8 billion. In 2018, dividends of €2,847 million were paid to share- holders of BASF SE and €174 million to noncontrolling interests. For more information on investments and acquisitions, see page 41 onward Cash tied up by changes in financial assets and miscellaneous items amounted to minus €655 million in 2018, after €11 million was released in 2017. The main contributing factors were higher addi- tions from marketable securities and financial assets compared with the previous year, as well as the change in other financing-related receivables. 1,174 prior-year figure and €144 million higher than amortization of intan- gible assets and depreciation of property, plant and equipment. Cash flows from investing activities amounted to minus €11,804 million in 2018, compared with minus €3,958 million in 2017. Payments made for intangible assets and property, plant and equipment amounted to €3,894 million, €102 million below the Cash flows from operating activities declined by €846 million compared with the previous year to €7,939 million in 2018. This was mainly due to the decrease in net income, despite lower amortiza- tion of intangible assets and depreciation of property, plant and equipment. The change in net working capital had an offsetting effect. This was primarily attributable to the decline in cash tied up for receivables and the higher level of cash released from operating liabilities. This was partly offset by the increase in cash tied up in inventories. The cash released in miscellaneous items in 2018 was largely the result of the increase in pension provisions as well as lower adjustments for non-cash-effective earnings contributions from equity-accounted investments compared with the previous year. ■ Cash flows from operating activities and free cash flow lower year on year 5 Supplementary Information Oil and Gas Business Statement of cash flows 6 Overviews Statement of cash flows (530) 4,213 3,750 6,078 4,707 2017 Free cash flow, which remains after deducting payments made for intangible assets and property, plant and equipment from cash flows from operating activities, represents the financial resources remaining after investments. It declined to €4,045 million compared with €4,789 million in the previous year due to the decrease in cash flows from operating activities. Cash flows from investing activities Changes in financial assets and miscellaneous items Acquisitions/divestitures Payments made for intangible assets and property, plant and equipment Cash flows from operating activities Miscellaneous items Changes in net working capital Amortization of intangible assets and depreciation of property, plant and equipment Net income Million € Financial Position Assets Our interest risk management generally pursues the goal of reducing interest expenses for the BASF Group and limiting interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected liabilities to the capital market from fixed interest to variable rates or vice versa. For more information on the financing tools used, see Note 24 from page 246 onward and Note 27 from page 251 onward in the Notes to the Consolidated Financial Statements 9,166 10,765 6,353 7,645 Chemicals 48% Performance Products 24% Functional Materials & Solutions 21% Segment overview Million € Agricultural Solutions 11% Other (4%) Income from operations (EBIT) 61,223 To minimize risks and leverage internal optimization potential within the Group, we bundle the financing, financial investments and for- eign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally by means of derivative financial instruments in the market. 62,675 (654) Off-balance-sheet financing tools, such as leasing, are of minor importance to us. BASF Group's most important financial contracts contain no side agreements with regard to specific financial ratios (financial covenants) or compliance with a specific rating (rating trigger). 15,895 Bonds and other liabilities to the capital market 2,397 Liabilities to banks €20,841 million commercial paper 2,549 5,696 985 1,282 734 1,033 Contributions to EBITDA by segment Other 2,771 2,234 (373) (569) (450) BASF Group 609 Acquisitions and divestitures in 2018 resulted in net payments made of €7,255 million. These mainly related to the purchase price pay- ment to Bayer, which amounted to €7,208 million including liquid funds assumed. By contrast, net payments of €27 million were received in the previous year. 475 Petrochemicals Intermediates 4% Prices (1%) Volumes Factors influencing sales Sales Most comprehensive intermediates portfolio in the world, including precursors for coatings, plastics, textile fibers and crop protection products Intermediates Isocyanates and polyamides as well as inorganic basic products and specialties for various sectors, such as the plastics, automotive and construction industries Monomers €3,133 million Broad range of basic products for sectors such as the chemical and plastics industries Divisions The Chemicals segment consists of the Petrochemicals, Monomers and Intermediates divisions. In our integrated production facilities - our Verbund - we produce a broad range of basic chemicals and intermediates in Europe, Asia, North America and South America for our customers as well as for internal supply into the BASF Verbund. Chemicals 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 59 59 Petrochemicals BASF Report 2018 Change: 5% 60 60 Change: -€847 million 3,386 4,233 2017 2018 Million € Income from operations before special items BASF Report 2018 Percentage of sales: 39% Change: -7% €6,464 million 2018: Monomers 2017: 42% Change: 1% 1% Sales (2%) Currencies 0% Portfolio €6,904 million Change: 8% Percentage of sales: Percentage of sales: 19% €16,501 million €16,331 million 1 Quarterly results not audited 1,421 469 567 106 81 Functional Materials & Solutions 325 521 326 427 337 357 247 240 348 Agricultural Solutions 531 259 270 (39) 20 (46) 194 Other (87) (233) (145) (129) 417 363 402 499 1,824 1,395 2,050 1,906 2,292 2,263 BASF Group (120) (162) (209) (97) 2017 2018 2017 2018 2017 Chemicals 1,126 974 1,064 1,119 846 1,089 324 1,026 Performance Products 482 25,643 661 663 1,525 207 38 21 (5) 278 533 423 Agricultural Solutions 267 289 Other 397 422 338 531 333 Functional Materials & Solutions 111 137 385 360 405 347 409 (79) (127) 2018 2017 2018 Q4 Q3 Q2 Q1 Million € Income from operations (EBIT)1 630 (239) 1,702 2,120 1,972 2,298 2,281 BASF Group (113) (161) (203) (83) (99) 1,470 515 272 Performance Products Q1 10 22% Performance Products Million € 56% Chemicals Income from operations (EBIT) before special items¹ Contributions to EBIT by segment 15,231 Q2 15,586 15,606 15,449 15,783 16,027 470 BASF Group 602 727 548 827 14,516 Q3 15,700 Functional Materials & Solutions Q4 (8%) Other 1,053 1,102 851 1,120 1,074 958 1,134 Chemicals 327 Agricultural Solutions 10% 2018 2017 2017 2018 2017 2018 2017 2018 20% Cosmetics industry, detergent and cleaner industry, agrochemical industry, technical applications for various industries, hygiene industry Food and feed industries, flavor and fragrance industry, pharmaceutical industry and ethanol industry About This Report Coating, construction, paper, adhesives, printing and packaging, plastics and electronic industries Plastics processing industry, automotive industry, fuel and lubricant industry, oil and gas industry, mining industry, municipal and industrial water treatment as well as paper and packaging industry BASF Report 2018 69 69 5 Supplementary Information Oil and Gas Business 2 Management's Report Performance Products 3 Corporate Governance 4 Consolidated Financial Statements 6 Overviews Production capacities of significant products¹ Customer industries and applications Sites Product 1 To Our Shareholders Functional chemicals and process chemicals for the production of paper and cardboard, water treatment chemicals, membrane technologies, kaolin minerals Polymer dispersions, pigments, resins, formulation additives, electronic materials Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants South America, For more information, see Events after the reporting period on page 122 Products, customers and applications Division Dispersions & Pigments Care Chemicals Nutrition & Health Performance Chemicals Process chemicals for the extraction of oil, gas, metals and minerals, chemicals for enhanced oil recovery Products Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, polymers, biocides and products for optical effects Excipients for crop protection product formulations, products for concrete additives and chemical processes such as emulsion polymerization, metal surface treatments or textile processing, as well as products for biofuels and other industrial applications Superabsorbents for baby diapers, incontinence products and feminine hygiene articles Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers and omega-3 fatty acids Industrial enzymes for ethanol production Flavors and fragrances, such as citral, geraniol, citronellol, L-menthol and linalool Excipients for the pharmaceutical industry and selected, high-volume active pharmaceutical ingredients, such as ibuprofen and omega-3 fatty acids Antioxidants, light stabilizers and flame retardants for plastic applications Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Europe Production capacities of significant products¹ Asia Pacific 30,000 635,000 265,000 590,000 Startup 2018-2021 2019 Gradual upgrade of production plants in accordance with the Good Manufacturing Practice Standard issued by the European Federation for Cosmetic Ingredients 170,000 2022 Construction: production plant for electronic-grade sulfuric acid Capacity expansion: antioxidants (IrganoxⓇ) Jiaxing, China Jurong, Singapore Kaisten, Switzerland Kuantan, Malaysia Ludwigshafen, Germany On May 3, 2018, BASF and Solenis announced that they had signed an agreement on the combination of BASF's paper and water chem- icals business with Solenis. BASF and Solenis closed the transaction on January 31, 2019. (EFfCI) North America 78,000 (metric tons) Africa, Middle East Anionic surfactants Citral Chelating agents Methane sulfonic acid Nonionic surfactants Polyisobutene Superabsorbents 600,000 1 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Location Antwerp, Belgium Bishop, Texas Düsseldorf, Germany Project Gradual capacity expansion: alkoxylates Capacity expansion: production plant for ibuprofen Annual capacity Investments 6 Overviews Change: -8% 3 Corporate Governance €15,812 million Change: -2% Change: -2% Percentage of sales: Sales (2%) 33% 2017: Nutrition & Health €16,217 million Income from operations before special items €1.696 million Nanjing, China Percentage of sales: 11% Million € Care Chemicals 2018 1,376 2018: Percentage of sales: 25% (3%) Currencies 21,000 n/a 2019 Expansion: propionic acid plant² 30,000 69,000 2019 1 Operated by an associated company with Yara International ASA 2 Operated by a joint venture with Sinopec €4,913 million BASF Report 2018 62 About This Report 1 To Our Shareholders 2 Management's Report Chemicals 3 Corporate Governance (1%) Change: 0% €5,292 million 62 2017 1,416 Change: First-to-the-world dietary management product for patients with non-alcoholic fatty liver disease Value for BASF Annual sales potential of around €45 million Hepaxa™ is a breakthrough in the nutritional support of non- alcoholic fatty liver disease (NAFLD), one of the most common forms of chronic liver disease worldwide and can help tens of millions of patients manage NAFLD. Providing highly concentrat- ed and pure eicosapentaenoic acid (EPA) and docosahexaenoic acid (DHA), HepaxaTM, which was launched in the United States, is the first product in the world specifically designed to address a build-up of fat in the liver, known as steatosis, in NAFLD patients. We expect an annual sales potential with HepaxaTM of around €45 million over the medium term. We plan to increase global production capacities for the antioxi- dant Irganox 1010 by 40% at our sites in Jurong, Singapore, and Kaisten, Switzerland. Once the projects are complete - in 2019 in Kaisten and early 2021 in Jurong - BASF wants to even better meet the growing demand from customers in Asia and Europe, the Middle East and Africa at its regional distribution centers. We are expanding our existing ibuprofen production capacities in Bishop, Texas, and started construction of a new world-scale ibuprofen plant in Value for customers Reduction of fat in the liver of Нерахатм up to NAFLD has become a disease of public health significance affecting both adults and children. It has been shown that patients with NAFLD have reduced levels of EPA and DHA. HepaxaTM helps address a patient's distinct nutritional require- ment for such omega-3 long chain polyunsaturated fatty acids. A BASF product-specific clinical trial has shown that Hepaxa™ is safe and effective in the dietary management of steatosis in patients with NAFLD. Patients in the trial showed reductions of fat of up to 44% in the liver after placebo correction. Ludwigshafen, Germany, which is scheduled for startup in 2022. To reliably meet the growing demand for high quality dispersions solu- tions in the ASEAN countries, Australia and New Zealand, we plan to double the production capacity for acrylics dispersions in Pasir Gudang, Malaysia. The additional capacities are planned to be operational in 2020. BASF Report 2018 68 89 About This Report 1 To Our Shareholders 2 Management's Report Performance Products 44% 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business How we create value - an example A different business model is pursued for standard products such as vitamins or dispersions for paper coatings. Here, efficient production setups, backward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership are all essential. Change: -€40 million -3% Percentage of sales: 31% BASF Report 2018 20 67 About This Report We support our customers by serving as a reliable supplier with consistently high product quality, good value for money and lean processes. Our in-depth knowledge of the areas of application and technological innovations strengthen our customer relationships in key industries. 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Strategy ■ Tailor-made products and solutions improve our customers' applications and processes ■ Global presence ensures reliable supply to customers in all regions We take on the challenges posed by important future issues, espe- cially population growth: scarce resources, environmental and cli- matic stressors, greater demand for food and the desire for better quality of life. In doing so, we focus on research and development and maintain close relationships to leading companies in our cus- tomer industries. We position ourselves globally in order to reliably supply customers in all regions. We invest in the development of innovations that enable our products and processes - as well as our customers' applications and processes - to make a contribution to sustainability: for example, by allowing resources to be used more efficiently. Our products create additional value for our customers, providing a competitive advantage. We develop new solutions together with our customers and strive for long-term partnerships that create profit- able growth opportunities for both sides. 2 Management's Report Performance Products Pasir Gudang, Malaysia Shanghai, China Capacity expansion: antioxidants (IrganoxⓇ) Construction: aroma ingredients complex Expansion: production plant for dispersions Construction: production plant for vitamin A Construction: production plant for ibuprofen Capacity expansion: polyacrylamide plant 4,432 Income from operations before depreciation and amortization (EBITDA) 22,394 22,606 1% 6,063 6,105 5% 2,979 3,133 (7%) 6,963 6,464 8% 5,374 6,389 1% 16,331 16,501 Sales including intersegment transfers Intersegment transfers Intermediates Monomers of which Petrochemicals Sales to third parties +/- 2017 2018 Million € 6 Overviews 6,904 EBITDA margin % 26.9 BASF Report 2018 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment 128 129 Research and development expenses 15% 1,149 1,325 Investments including acquisitions² 13,233 13,264 Assets (30%) 2,895 2,030 (20%) 4,233 32.9 Depreciation and amortization 1,072 1,166 Income from operations (EBIT) 3,360 5 Supplementary Information Oil and Gas Business 4,208 (26) (25) (4%) EBIT before special items EBIT after cost of capital 3,386 Special items 1% 4 Consolidated Financial Statements 2 Management's Report Chemicals Propylene oxide Propylene Propionic acid PolyTHF® Polyamide precursors Polyamide 6 and 6.6 Oxo-C4 alcohols (calculated as butyraldehyde) Neopentyl glycol Caustic soda Isocyanates Urea Ethylene oxide Ethylene Ethanolamines and derivatives Sulfuric acid Chlorine Butadiene Benzene ■ Annual capacity South America, Africa, Middle East Asia Pacific North America Europe Sites Ammonia Formic acid Alkylamines Acrylic acid Product Butanediol equivalents Plasticizers ■ 1 All capacities are included at 100%, including plants belonging to joint operations and joint ventures. 1 To Our Shareholders About This Report Segment data - Chemicals 63 63 595,000 920,000 675,000 2,610,000 150,000 350,000 910,000 820,000 1,625,000 205,000 360,000 2,610,000 BASF Report 2018 (metric tons): 1,510,000 250,000 305,000 1,525,000 3 Corporate Governance 910,000 670,000 385,000 430,000 3,480,000 1,445,000 545,000 680,000 6 Overviews Chemicals segment At €16,501 million, sales to third parties in the Chemicals segment in 2018 were €170 million above the prior-year figure (volumes -1%, prices 4%, portfolio 0%, currencies -2%). This was due to higher (18%) prices overall in all divisions, especially in Petrochemicals. By con- trast, the Monomers division saw a decrease in isocyanate prices. Currency effects had a negative impact on sales. Sales volumes were also slightly below the prior-year level. We increased volumes overall in the Petrochemicals and Intermediates divisions despite the low water levels on the Rhine River, while sales volumes declined considerably in the Monomers division. 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Performance Products 1 To Our Shareholders About This Report 99 66 BASF Report 2018 5% Sales (2%) Currencies Performance Products 0% 5% Prices 2% Volumes The construction of the new acetylene plant in Ludwigshafen, Ger- many, is progressing according to schedule, with startup planned by the end of 2019. EBIT before special items rose slightly compared with the previous year as a result of improved margins and volumes growth. This was partly offset by higher fixed costs, mostly from plant shutdowns. North America 18% 5 Supplementary Information Oil and Gas Business Asia Pacific 37% 42% Europe South America, Africa, Middle East 3% Location of customer Intermediates - Sales by region Intermediates - Factors influencing sales Portfolio The Performance Products segment consists of the Dispersions & Pigments, Care Chemicals, Nutrition & Health and Performance Chemicals divisions. Our offerings enhance the perfor- mance of industrial and consumer products worldwide. With our tailor-made solutions, our customers can make their production processes more efficient and give their products improved application properties. Divisions Dispersions & Pigments Capacity expansion: production plant for acrylics dispersions Construction: production plant for plastic additives BASF Report 2018 2018 2021 2019 2017/2018 2018 2020 2022 2018 2020 2019 70 10 4 Consolidated Financial Statements €3,911 million 4% Raw materials used to formulate products in the coating, construction, paper, adhesives, printing and packaging, plastics and electronic industries Care Chemicals Ingredients for the cosmetics, detergent and cleaner industries, agrochemical and technical applications and the hygiene industry Nutrition & Health Products for the food and feed industries, the flavor and fragrance industry, the pharmaceutical industry and the ethanol industry Performance Chemicals The Intermediates division increased sales to third parties by €154 million year on year to €3,133 million, primarily due to higher prices. We were able to increase prices, particularly in the acids and polyalcohols business in all regions. Prices for butanediol and deri- vatives rose as well, especially in Europe and North America. We also increased sales volumes in 2018 - across the entire portfolio in Asia and above all in the amines and butanediol and derivatives businesses in North America. Currency effects had a negative impact on sales. Customized products for many sectors, from mining Sales Factors influencing sales Performance Chemicals Volumes (2%) Prices and the fuel industry to plastics processing ■ Sales growth of 1% to €16,501 million due to higher prices ■ EBIT before special items declines 20% to €3,386 million primarily as a result of lower margins, impacted by low water level of Rhine River ■ EBIT before special items slightly above the prior-year level due to margin and volumes growth Intermediates Monomers - Factors influencing sales Location of customer Asia Pacific 8% 8% Sales (2%) Currencies 0% Portfolio 6% Prices 4% Volumes Petrochemicals - Factors influencing sales The Petrochemicals division increased sales to third parties by €515 million to €6,904 million in 2018. This was mainly due to sig- nificantly higher sales prices. These rose in all regions and business areas, largely following the higher raw materials prices for naphtha and butane, our most important feedstock. We also increased volumes. In Europe, sales volumes were slightly higher than in the previous year, as the supply of raw materials through the North Harbor and thus production in Ludwigshafen, Germany, was severely restricted in 2017. However, the low water levels on the Rhine River in the third and fourth quarters of 2018 led to significant production limitations. Volumes rose in North America, mainly as a result of higher capacity utilization of the condensate splitter in Port Arthur, Texas. Sales were dampened by currency effects. Petrochemicals - Sales by region ■ Considerable decline in EBIT before special items attributable to lower margins, higher fixed costs and low water level of Rhine River Petrochemicals 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 64 19 Income from operations (EBIT) before special items declined by €847 million to €3,386 million. This was mainly attributable to lower margins for isocyanates in the Monomers division and steam cracker products in the Petrochemicals division. Stronger margins in the Intermediates division were unable to compensate for this. Plant shutdowns and the low water levels on the Rhine River in the sec- ond half of 2018 also contributed to the decline in earnings. EBIT declined by €848 million to €3,360 million. Overall, special items did not have a substantial impact. 1% 0% (8%) (20%) ■ Sales rise 8% to €6,904 million due to higher prices and volumes 2% South America, Africa, Middle East Volumes (6%) 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 65 BASF Report 2018 The considerable year-on-year decline in EBIT before special items in the Monomers division was primarily attributable to the lower margins and volumes in the isocyanates business. Earnings devel- opment in the fourth quarter of 2018 was also negatively impacted by the low water levels on the Rhine River. The restructuring of our caprolactam production in Europe and reduced fixed costs, mainly owing to lower impairments, had a positive effect on earnings. 20% North America €6,464 million 39% Europe Asia Pacific 34% Monomers - Sales by region Location of customer South America, Africa, Middle East 7% Sales to third parties in the Monomers division decreased by €499 million to €6,464 million in 2018 due to lower volumes and negative currency effects. Sales volumes declined year on year as a result of higher market supply and the low water levels on the Rhine River. Overall, prices were above the prior-year level. Higher prices for polyamides in particular compensated for the price decrease in the isocyanates business on the back of higher market supply. ■ Considerable decline in EBIT before special items largely from lower margins and volumes in the isocyanates business Prices 2% 56% Europe Portfolio 0% Currencies ■ Sales increase of 5% to €3,133 million largely driven by higher prices (3%) (7%) North America 34% €6,904 million EBIT before special items declined considerably. Compared with the very strong prior-year level, margins decreased significantly over the course of the year, especially for steam cracker products. This was due to higher market supply as a result of new capacities in the market, particularly in North America. Fixed costs increased. In the previous year, we received significantly higher insurance refunds; in addition, maintenance expenses were up from the 2017 figure. The low water levels on the Rhine River was a significant contributor to the decline in earnings. Monomers ■ Sales down 7% to €6,464 million as a result of lower volumes and negative currency effects Sales €3,133 million Portfolio n/a With its production facilities, the Chemicals segment is at the heart of the Verbund and supplies BASF's segments with basic chemicals for the production of downstream products. We add value with Biomass balance products actively contribute to saving fossil raw materials and in this way, help reduce greenhouse gas emis- sions. For instance, using renewable feedstock in the methanol production process reduces climate-damaging greenhouse gas emissions by at least 50% compared with conventionally pro- duced methanol. For the methanol certified according to the EU-RedCert standard, BASF completely replaces fossil methane with biomethane made from waste and residual materials. innovations in processes and production and invest in future mar- kets. As a reliable supplier, we provide chemicals of consistent quality and market them to customers in downstream industries. We continuously improve our value chains and are expanding our mar- ket position - particularly outside Europe - with new processes and technologies, as well as through investments and collaborations in future markets. We plan to build an integrated Verbund chemical production site in Zhanjiang in the southern Chinese province of Guangdong. A non-binding Memorandum of Understanding was signed in July 2018. At the new site, we intend to implement a comprehensive smart manufacturing concept based on implementing cutting-edge digital technologies within the plants. BASF and Sinopec, Beijing, signed a Memorandum of Understand- ing in October to further strengthen their partnership in chemical production in China. The partners intend to build an additional steam cracker and to further expand their existing 50:50 joint venture, BASF-YPC Company Limited, at our Verbund site in Nanjing. To support the growing demand for acrylic monomers in Asia Pacific, BASF PETRONAS Chemicals is looking into expanding the produc- tion capacity of its acrylic acid plant and butyl acrylate plants at our Verbund site in Kuantan, Malaysia. At our Verbund site in Antwerp, Belgium, we are planning a signifi- cant capacity expansion of the integrated ethylene oxide complex. The project also includes several downstream derivatives, such as surfactants. BASF Report 2018 61 199 About This Report 1 To Our Shareholders 2 Management's Report Chemicals 3 Corporate Governance 4 Consolidated Financial Statements ■ Integrated production facilities form core of Verbund ■ Technology and cost leadership provide most important competitive edge 5 Supplementary Information Oil and Gas Business Strategy We invest in research and development to develop new technolo- gies and to make our existing technologies even more efficient. Cost leadership and a clear orientation along individual value chains are among our most important competitive advantages. We concen- trate on the critical success factors of the classic chemicals busi- ness: leveraging economies of scale and the advantages of our Verbund, high capacity utilization, continuous optimization of access to raw materials, lean and energy efficient processes - including reducing greenhouse gas emissions - and reliable, cost-effective logistics. Furthermore, we are constantly improving our global pro- duction structures and aligning these with regional market require- ments. 1 To Our Shareholders 2 Management's Report Chemicals 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews How we create value an example Biomass balance approach for methanol Fossil resource-saving process expanded Value for BASF Annual volume of relevant market in Europe 20.5 million metric tons Value for the environment ≥50% lower greenhouse gas emissions Since 2013, BASF has used the biomass balance approach to promote the use of sustainably produced renewable raw materi- als in the integrated Production Verbund by replacing fossil feedstock with biogas or bio-naphtha at the very beginning of the value chain. BASF has produced methanol according to the biomass balance approach since 2018. This methanol is certified according to the EU-RedCert standard. Methanol is an important raw material for many products in different value chains. Potential applications are biofuels and fuel additives. The European market for methyl-tert-butylether (MTBE), a fuel additive manufactured from methanol, has an annual volume of 20.5 million metric tons. About This Report 6 Overviews The new MDI synthesis unit in Geismar, Louisiana, is a major mile- stone toward increasing MDI production capacity in North America. This investment supports the growth of our MDI customers in the North American market. Location Project Additional annual capacity through expansion (metric tons) Total annual capacity (metric tons) Startup Freeport, Texas 2019 90,000 n/a 2020 300,000 Geismar, Louisiana 2018 750,000 Construction: ammonia plant¹ Construction: MDI synthesis unit Replacement: acetylene plant Construction: specialty amines plant Plastics, coatings and pharmaceutical industries, production of detergents and cleaners as well as crop protection products and textile fibers In Ludwigshafen, Germany, we will strengthen our Verbund by replacing our acetylene plant with a modern highly efficient plant by the end of 2019. Use in the BASF Verbund Use in the BASF Verbund Products, customers and applications Division Petrochemicals Monomers On September 18, 2017, we signed an agreement with Solvay on the acquisition of Solvay's integrated polyamide business. For more information on the current status of the agreement with Solvay, see page 42 Intermediates Investments Products Ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols and acrylic monomers Isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Specialties: specialty amines such as tertiary butylamine and polyetheramine, gas treatment chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Customer industries and applications Use in the BASF Verbund Chemical and plastics industry, detergent, hygiene, automotive, packaging and textile industries; production of paints, coatings, and cosmetics as well as oilfield, construction and paper chemicals Industries such as plastics, woodworking, furniture, packaging, textile, construction and automotive Nanjing, China Ludwigshafen, Germany Dispersions & Pigments Factors influencing sales Chemicals €2,456 million Construction Million € Income from operations before special items BASF Report 2018 €20,745 million 2017: 18% Percentage of sales: Change: -3% €3,856 million Coatings and foams Polyurethanes, thermoplastics Performance Materials decorative paints Coatings solutions, surface treatments, Coatings and infrastructure and envelopes, interior construction Solutions for building structure Construction Chemicals 2018 1,307 2017 1,617 Enabled business wins since first introduction in 2015 with a value of Value for BASF Efficient design for removing hydrocarbons and carbon monoxide with lower consumption of precious metals Novel diesel oxidation catalyst (DOC) How we create value an example The focus is on securing our leading market position in Europe, profitably expanding our position in the North American market and purposefully extending our activities in the growth regions of Asia, South America, eastern Europe and the Middle East. New business fields such as battery materials play a particularly important role here. On October 22, 2018, we announced that Harjavalta, Finland, will be the location of our first site to produce battery materials for the European automotive market. The plant will be constructed ad- jacent to the nickel and cobalt refinery owned by Norilsk Nickel (Nornickel). BASF and Nornickel have signed a long-term, market- based supply agreement for nickel and cobalt from Nornickel's metal refinery. With the investment, BASF will be present in all major regions with local production and increased customer proximity. We aim to continuously optimize our product and services portfolio and our structures according to different regional market require- ments as well as trends in our customer industries. We develop innovative products and technologies in close coopera- tion with our customers. Our aim is to find the best solution in terms of cost and functionality, helping our customers to drive forward innovation in their industries and contribute to sustainable develop- ment. For instance, the transformation of mobility is a key trend in the automotive industry. To address this, we are developing solu- tions in the areas of battery materials, emission control, lightweight engineering concepts and coatings together with our customers. Our specialties and system solutions enable customers to stand out from the competition. ■ Focus on specialties and system solutions that allow our customers to stand out from the competition ■ Development of innovative products and technologies in close collaboration with our customers battery materials, precious metal trading Strategy 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Functional Materials & Solutions 1 To Our Shareholders About This Report 74 11% Percentage of sales: Change: -€310 million Change: 2% 6 Overviews Automotive and process catalysts, Catalysts 35% Currencies Sales །* །* །g 「g 」 ༅ ། Performance Chemicals - Sales by region Location of customer South America, Africa, Middle East 10% Asia Pacific 25% North America 26% 39% Europe €3,911 million Volumes BASF Report 2018 73 About This Report 1 To Our Shareholders 2 Management's Report Functional Materials & Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Functional Materials & Solutions The Functional Materials & Solutions segment comprises the Catalysts, Construction Chemicals, Coatings, and Performance Materials divisions. They develop and market system solutions, services and innovative products for specific sectors and customers, particularly for the automotive, electronics, chemical and construction industries as well as for household applications, sports and leisure. Divisions Sales Portfolio Performance At €3,911 million, sales to third parties in the Performance Chemi- cals division were on a level with the previous year. Sales were positively impacted by higher sales prices in all regions and almost all business areas, as well as higher volumes in the oilfield and min- ing chemicals and lubricant and plastic additives businesses. Nega- tive currency effects, mainly from the U.S. dollar, and the transfer of BASF's leather chemicals business to the Stahl group dampened sales development. ■ Sales of €3,911 million at prior-year level Percentage of sales: Change: 3% 3% Sales Change: 12% €21,435 million 2018: Percentage of sales: 36% (4%) Currencies 0% Portfolio Catalysts €7,469 million -1% Change: €7,654 million 5% Prices Materials 2% EBIT before special items increased considerably compared with 2017. Insurance refunds for production outages in 2017 and 2018 led to lower fixed costs. Despite higher raw materials prices, we achieved higher margins in the animal nutrition business in particular. The citral plant in Ludwigshafen, Germany, was restarted in April 2018. We started production of citral, citronellol and menthol at our new aroma ingredients complex in Kuantan, Malaysia. Performance Chemicals ■ EBIT before special items slightly below previous year, mainly due to lower margins EBIT before special items declined slightly compared with the previ- ous year. This was mainly attributable to lower margins, in particular as a result of negative currency effects. Fixed costs were at the prior-year level. 80 About This Report Volumes (3%) Prices 3% 39% Europe Portfolio 0% Currencies (3%) Sales (3%) Asia Pacific 32% €5,292 million North America 24% EBIT before special items declined considerably compared with 2017. This was mainly due to lower margins as a result of the increase in raw materials prices, negative currency effects and higher fixed costs. In 2017, fixed costs were partly offset by an insurance refund; in 2018, additional fixed costs arose in connection with new production facilities in Ludwigshafen, Germany, and a new electronic materials plant in Yeosu, South Korea. Care Chemicals ■ Sales decline 3% to €4,913 million due to lower volumes and currency effects 5% South America, Africa, Middle East Location of customer Care Chemicals - Factors influencing sales Dispersions & Pigments - Sales by region 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Dispersions & Pigments ■ Sales 2% below the prior-year figure at €5,292 million, largely from negative currency effects ■ Considerable decline in EBIT before special items, primarily as a result of lower margins and higher fixed costs Sales to third parties in the Dispersions & Pigments division amounted to €5,292 million, €106 million below the prior-year level. This was mainly due to negative currency effects in almost all regions. Sales were also reduced by the divestiture of the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria. The slight increase in prices, especially in the dispersions and resins businesses, was unable to compensate for this. Volumes were on a level with the prior year. Higher sales volumes in the dispersions business in Europe and North America as well as in the electronic materials business were offset by lower volumes in the additives and pigments businesses as a result of stronger competi- tion and in the resins business due to raw materials shortages. Dispersions & Pigments - Factors influencing sales ■ Considerable increase in EBIT before special items, primarily from higher margins Volumes Prices 2% Portfolio (1%) Currencies (3%) Sales (2%) 0% 3 Corporate Governance In the Care Chemicals division, sales to third parties declined by €166 million to €4,913 million in 2018. This was attributable to lower sales volumes, especially for oleochemical surfactants and fatty alcohols and in the hygiene business, as well as negative currency effects. By contrast, sales were positively impacted by higher prices in almost all business areas. Location of customer (13%) Prices 8% Portfolio 0% Currencies (3%) Sales (8%) Location of customer South America, Africa, Middle East 10% Asia Pacific 32% North America 18% Volumes Prices 40% Europe €1,696 million Volumes Nutrition & Health - Factors influencing sales In the Nutrition & Health division, sales to third parties declined by €148 million to €1,696 million in 2018. This was mainly attributable to lower volumes from the reduced availability of citral-based prod- ucts. In October 2017, a fire occurred during startup of the citral plant in Ludwigshafen, Germany. As a result, we had to declare Force Majeure for all citral and isoprenol-based aroma ingredients, and consequently for vitamin A, vitamin E and several carotenoid products as well. We were able to gradually lift Force Majeure for almost all affected products in 2018. Sales were weighed down by negative currency effects. Higher sales prices had an offsetting effect. ■ EBIT before special items considerably above the 2017 figure due to lower fixed costs and higher margins South America, Africa, Middle East 11% Asia Pacific 18% 50% Europe €4,913 million North America 21% EBIT before special items increased considerably compared with 2017. This was mainly due to higher margins for products for the cosmetics industry, especially for oleochemical surfactants and fatty alcohols. Fixed costs declined slightly as a result of currency effects, insurance refunds and successful restructuring measures, espe- cially in North America. BASF Report 2018 72 Care Chemicals - Sales by region About This Report 2 Management's Report Performance Products 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Nutrition & Health Nutrition & Health - Sales by region Performance Chemicals - Factors influencing sales ■ Sales down 8% year on year at €1,696 million, largely as a result of lower product availability 1 To Our Shareholders > €700 million 2 Management's Report Performance Products About This Report Nutrition & Health Performance Chemicals Intersegment transfers Sales including intersegment transfers Income from operations before depreciation and amortization (EBITDA) 15,812 16,217 (2%) 5,292 5,398 (2%) 4,913 5,079 (3%) 1,696 1,844 (8%) Care Chemicals of which Dispersions & Pigments Sales to third parties +/- 1 To Our Shareholders 2 Management's Report Performance Products 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Segment data - Performance Products Million € 3,911 (5%) (11%) 3% Performance Products segment ■ Sales 2% lower at €15,812 million, mainly as a result of currency effects and lower volumes ■ EBIT before special items down 3% to €1,376 million, primarily due to lower sales volumes and negative currency effects At €15,812 million, sales to third parties in the Performance Prod- ucts segment in 2018 were €405 million below the prior-year figure (volumes -2%, prices 4%, portfolio -1%, currencies -3%). This is mainly attributable to negative currency effects in all divisions. Sales were also negatively impacted by lower volumes in the Nutrition & Health and Care Chemicals divisions as well as portfolio effects. Higher sales prices in all divisions had an offsetting effect. Despite an overall improvement in margins, income from operations (EBIT) before special items declined by €40 million year on year to €1,376 million. This was largely due to lower sales volumes and negative currency effects. Excluding the negative currency effects, EBIT before special items was flat year on year. Compared with 2017, EBIT declined by €172 million to €1,338 million. In the previ- ous year, we generated special income from the transfer of BASF's leather chemicals business to the Stahl group; in 2018, special charges arose from various individual items. 2018 2017 (3%) 1 To Our Shareholders 3,896 498 EBIT after cost of capital Assets Investments including acquisitions² (131) 26 14,903 14,432 765 800 (4%) Research and development expenses 394 395 (0%) 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment BASF Report 2018 71 1,416 1,376 94 (38) 506 16,310 16,723 (2%) (2%) 2,205 2,427 (9%) EBITDA margin 0% Depreciation and amortization¹ Special items EBIT before special items % 13.9 15.0 867 917 1,338 Income from operations (EBIT) Diesel oxidation catalysts (DOC) reduce the emissions of heavy duty diesel engines by removing hydrocarbons and carbon mon- oxide from the exhaust. Furthermore, they provide the functionality to facilitate the removal of soot and nitrogen oxides by the down- stream soot filter and the selective catalytic reduction catalyst. BASF has developed a novel DOC design to better utilize the precious metals of such catalysts, while significantly improving the catalysts' performance. Since its first introduction in 2015, the technology has been continuously further developed and has enabled business wins of more than €700 million. 1,510 For more information on the current status of the agreement with Solvay, see page 42 0% Portfolio 1% Prices 1% Volumes Coatings - Factors influencing sales Performance Materials - Factors influencing sales Currencies Performance Materials 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Functional Materials & Solutions 1 To Our Shareholders About This Report 78 sales in the surface treatments business. Higher sales volumes in all regions compensated for negative currency effects. BASF Report 2018 (5%) (3%) Prices (2%) Volumes Sales to the construction industry declined slightly due to lower volumes and currency effects. Although we achieved higher sales prices overall in the polyurethane systems business, demand was down from the prior-year level, especially in Europe. Scheduled plant turnarounds in the first half of 2018 also reduced sales volumes in the styrene foams business. Sales in the consumer goods industry decreased slightly. As well as currency effects, this was mainly attributable to lower demand for polyurethane systems, particularly in Europe. This could not be completely offset by higher volumes in our engineering plastics and specialty businesses and higher prices. Sales to the automotive industry rose slightly due to higher prices, in particular for engineering plastics in Asia and Europe. Volumes declined slightly overall. While higher volumes contributed to sales growth in South America, demand in Europe, Asia and North America remained below the prior-year level, especially for polyurethane systems. At €7,654 million, sales to third parties in the Performance Materials division in 2018 were €52 million below the prior-year level. Price increases due to significantly higher raw materials prices, parti- cularly in the first half of 2018, were unable to completely offset the negative currency effects in all regions and business areas, as well as slightly lower volumes. Sales volumes declined, primarily as a result of weaker demand from the construction and consumer goods industries. ■ Considerable year-on-year decrease in EBIT before special items, mainly as a result of lower margins Sales ■ Sales of €7,654 million, down 1% from the previous year due to currency effects and lower volumes EBIT before special items declined considerably. This was mainly due to higher fixed costs, largely as a result of higher personnel costs and integration costs for the Chemetall business, as well as lower margins from the increase in raw materials prices. 38% Europe North America 22% €3,856 million Asia Pacific 26% South America, Africa, Middle East 14% Location of customer Coatings - Sales by region In September 2018, we opened a new laboratory for automotive OEM coatings in Münster, Germany, with a focus on optimized, digital and transparent processes as well as using resources effi- ciently. Despite slightly higher volumes, particularly in Asia and North America, sales of automotive OEM coatings declined due to nega- tive currency effects in all regions. We recorded sales growth in the automotive refinish coatings business as negative currency effects were more than offset by higher sales volumes in Asia, North America and Europe, and higher prices. Sales in the decorative paints busi- ness in Brazil were considerably below the prior-year figure, with significantly higher sales prices unable to compensate for strongly negative currency effects and slightly weaker demand. We increased Sales to third parties in the Coatings division declined by €113 mil- lion to €3,856 million in 2018. This was attributable to negative cur- rency effects in all regions, especially in South America. Sales were positively impacted by higher volumes and prices. ■ EBIT before special items considerably below prior-year figure, mainly due to higher fixed costs and lower margins ■ EBIT before special items slightly lower, mainly from softer margins ■ Sales 2% above previous year at €2,456 million, primarily due to higher volumes Construction Chemicals EBIT before special items was slightly above the prior-year figure, mainly owing to higher sales volumes. Fixed costs increased due among other factors to the startup of new plants in the chemical catalysts, automotive catalysts and battery materials businesses. North America 33% €7,469 million Asia Pacific 26% South America, Africa, Middle East 8% In the Construction Chemicals division, we increased sales to third parties by €44 million compared with the previous year to €2,456 mil- lion. This was largely driven by higher sales volumes. The acquisition of Grupo Thermotek, Monterrey, Mexico, in September 2017 and higher prices also contributed to the increase in sales. By contrast, currency effects had a negative impact in all regions. Location of customer 12% Sales (4%) Currencies 0% Portfolio 11% Prices Catalysts - Sales by region Higher volumes and prices led to sales growth in Europe, while in North America, the increase was attributable to the Thermotek acquisition and higher sales volumes. In Asia, higher volumes and prices were unable to completely offset the negative currency effects. Despite volumes growth, negative currency effects pushed down sales in the region South America, Africa, Middle East. Construction Chemicals - Factors influencing sales Volumes ■ Sales decline 3% to €3,856 million as a result of negative currency effects Coatings Although sales volumes rose and fixed costs declined, mainly as a result of currency effects, EBIT before special items was slightly below the 2017 figure. This was primarily attributable to lower mar- gins. North America 31% €2,456 million Asia Pacific 18% 39% Europe Location of customer South America, Africa, Middle East 12% Construction Chemicals - Sales by region 2% Sales (4%) Currencies 2% Portfolio 33% Europe 1% Prices 3% 4% 5% Portfolio Currencies 734 2018 Change: -3% 11% Million € Income from operations before special items Fungicides €2,287 million €5,696 million 2017 Percentage of sales: 1% Change: Change: 8% €670 million €6,156 million Insecticides 5% 2018: 2017: Percentage of sales: 1,033 37% BASF Report 2018 On September 18, 2017, we signed an agreement with Solvay on the acquisition of Solvay's integrated polyamide business. Percentage of sales: Change: €2,436 million Herbicides 40% 3% Percentage of sales: Optimization and development of seeds and new traits Biological crop protection, seed treatment, polymers and colorants Functional Crop Care Combating insect pests in agriculture and beyond Insecticides weeds for water and nutrients Reducing competition from Herbicides Change: -€299 million Seeds & Traits 8% Sales Change: 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report 79 BASF Report 2018 EBIT before special items was considerably below the prior-year level. This was mainly attributable to lower margins. The increase in raw materials prices could only be partly offset by higher sales prices. Fixed costs rose slightly. Higher expenses, especially from the startup of new plants for thermoplastic polyurethanes, UltraformⓇ and UltrasonⓇ, were partly offset by insurance refunds, mainly for production outages. 5 Supplementary Information Oil and Gas Business €7,654 million North America 21% Asia Pacific 28% South America, Africa, Middle East 3% Location of customer Performance Materials - Sales by region Sales (1%) (3%) 48% Europe 6 Overviews Agricultural Solutions The Agricultural Solutions segment consists of the division of the same name. We develop and produce innovative solutions to improve crop health and yields, and market them worldwide. (7%) Currencies 10% Portfolio Seeds & Traits €300 million 4% Prices 1% Volumes Percentage of sales: 7% 52% €463 million Functional Crop Care Factors influencing sales Sales harmful fungal diseases Protecting crops against Fungicides Indications and sectors 0% Volumes Change: We recorded considerable volumes growth in the chemical catalysts, battery materials and refining catalysts businesses. By contrast, sales volumes declined for automotive catalysts, especially in Europe. In precious metal trading, sales rose considerably by €672 million to €3,190 million, primarily due to higher prices and volumes. 2019 2018 2019 2019 Startup BASF Report 2018 Construction: technical competence center for automotive coatings Construction: plant for mobile emissions catalysts Capacity expansion: plant for emissions catalysts Capacity expansion: automotive coatings plant Construction: plant for automotive emissions catalysts 2019 Construction: specialty zeolites plant for emissions catalysts. Construction: modular laboratory for automotive OEM coatings Construction: plant for functional film coatings. Construction: laboratory building for automotive coatings New surface treatment site Capacity expansion: logistics for floor installation systems Capacity expansion: resin plant Capacity expansion: for CellastoⓇ Construction: plant for Ultraform® Capacity expansion: plant for sealants Project Tultitlán, Mexico Środa Śląska, Poland Shanghai, China Construction: battery materials plant for the automotive market Capacity expansion: for Naftoseal® aircraft sealants Rayong, Thailand 2018 2019 Segment data - Functional Materials & Solutions 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Functional Materials & Solutions 1 To Our Shareholders About This Report 2019 76 2020 2019 2018 2018 2021 2020 2019 2018 2019 Pinghu, China Münster, Germany Ludwigshafen, Germany Catalysts Division Products, customers and applications 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Functional Materials & Solutions Construction Chemicals 1 To Our Shareholders 75 BASF Report 2018 We are also evaluating strategic options for our construction chem- icals business to ensure the successful and profitable development of the business area in the long term, and to take advantage of opportunities in the market. The outcome of this review is open. We are considering the possibility of merging with a strong partner as well as the option of a divestiture. We strive to sign an agreement in 2019. The novel DOC design is used on-road in all major markets and thus provides a significant benefit for air quality and fuel economy. With our DOC catalyst in the front of the emission control system, it is possible to meet the most stringent of current emission con- trol regulations such as US HDD 2010 (United States), EUVI (Europe), NSVI (China) and BSVI (India). The technology not only reduces precious metal consumption by at least 25%, but also significantly broadens the temperature region to implement removal of soot and prevent build-up of back pressure on the engine, thereby reducing fuel consumption. ≥25% Catalysts - Factors influencing sales Meets the latest emission regulations while reducing precious metal consumption by Value for our customers and the environment About This Report Coatings Products Automotive catalysts, process catalysts and technologies Langelsheim, Germany Harjavalta, Finland Hamm, Germany Greenville, Ohio Gimcheon, South Korea Dahej, India Brighton, Colorado Location Investments Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, medical technology, sanitation and water industry, solar thermal energy and photovoltaics Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers Cement and concrete producers, construction companies, craftspeople, builders' merchants, solutions for new building construction, maintenance, repair and renovation of commercial and residential buildings as well as infrastructure Customer industries and applications Engineering plastics, biodegradable plastics, standard foams, foam specialties, polyurethanes Performance Materials Coatings solutions for automotive applications, technology and system solutions for surface treatments, decorative paints Concrete admixtures, cement additives, underground construction solutions, flooring systems, sealants, solutions for the protection and repair of concrete, high-performance mortars and grouts, tile-laying systems, exterior insulation and finishing systems, expansion joints, wood protection Precious and base metal services Battery materials Million € +/- Automotive and chemical industries, refineries, battery manufacturers, solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials 4% 17,364 17,654 Assets (190) (512) (19%) 1,617 1,307 2% EBIT after cost of capital (72) (72) (20%) 1,545 1,235 (3%) 706 682 EBIT before special items Investments including acquisitions² 872 1,056 ■ EBIT before special items slightly higher, largely as a result of volumes growth ■ Sales increase of 12% to €7,469 million mainly driven by higher prices (1%) The Catalysts division increased sales to third parties by €811 million to €7,469 million in 2018. This was largely attributable to higher sales prices on the back of an increase in precious metal prices. Our sales volumes also increased. This was dampened by currency effects. Catalysts 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Functional Materials & Solutions 1 To Our Shareholders About This Report 77 BASF Report 2018 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment (4%) 431 Research and development expenses (17%) 10.9 8.9 412 Special items 6,658 7,469 3% 20,745 21,435 Intersegment transfers Performance Materials Coatings of which Catalysts Sales to third parties 2017 2018 Income from operations (EBIT) before special items was €1,307 mil- lion, down €310 million from the 2017 figure. This was mainly driven by lower margins as a result of the increase in raw materials prices and higher fixed costs. EBIT declined by €310 million to €1,235 mil- lion in 2018. Overall, special items did not have a substantial impact. Sales to third parties in the Functional Materials & Solutions segment grew by €690 million to €21,435 million, especially in Catalysts. This was mainly attributable to higher prices in all divisions. Volumes also increased. Sales were reduced by currency effects (volumes 2%, prices 5%, portfolio 0%, currencies -4%). 3% % ■ EBIT before special items declines 19% to €1,307 million, primarily due to lower margins and increase in fixed costs ■ Sales growth of 3% to €21,435 million from higher prices and volumes Functional Materials & Solutions segment 12% 2,456 Construction Chemicals 2% (15%) Depreciation and amortization¹ 2,412 2,251 Income from operations (EBIT) 1,917 Income from operations before depreciation and amortization (EBITDA) 21,550 EBITDA margin Sales including intersegment transfers 22,272 805 837 7,706 7,654 (3%) 3,969 3,856 Sales 4% South America, Africa, Middle East 22% Portfolio 10% Currencies 8% (7%) Agricultural Solutions - Sales by region Location of customer Prices 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business Volumes Income from operations (EBIT) before special items was €734 mil- lion, down €299 million from the prior-year figure. This was attribut- able to negative currency effects in all regions, as well as the strongly negative contribution from the acquired businesses due to the late, intrayear timing of the transaction, the seasonality of the business as well as costs for integrating the businesses into the BASF Group. EBIT decreased by €424 million to €591 million. Special items primarily arose from the acquisition. Agricultural Solutions - Factors influencing sales In the region South America, Africa, Middle East, sales rose by €195 million to €1,323 million. The increase was largely driven by a higher price level and the contribution of the acquired businesses. Especially for fungicides in Brazil, sales volumes increased consider- ably. Negative currency effects had an offsetting impact. 6 Overviews 3 Corporate Governance 2 Management's Report Agricultural Solutions 1 To Our Shareholders At €645 million, sales in Asia exceeded the prior-year figure by €63 million. We achieved volumes growth in all indications, particu- larly fungicides. The acquired businesses and a higher price level also contributed to the sales increase. Negative currency effects reduced sales development considerably. Asia Pacific 10% 83 About This Report 883 1% €6,156 million Income from operations before depreciation and amortization (EBITDA) 33% Europe Assets³ Miscellaneous income and expenses Investments including acquisitions4 We increased sales in North America by €163 million to €2,166 mil- lion. The acquired businesses and a higher price level more than compensated for the negative currency effects. Lower volumes, especially for fungicides in Canada and the United States, also had an offsetting effect. Foreign currency results, hedging and other measurement effects Other businesses Costs of corporate headquarters of which Costs for cross-divisional corporate research EBIT before special items Special items Income from operations (EBIT) Depreciation and amortization² Sales Million € Financial data - Other¹ Other Other 6 Overviews 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report =4 84 BASF Report 2018 North America 35% Sales in Europe were €39 million higher than in the previous year, at €2,022 million. This was attributable to the acquired businesses and higher sales volumes in almost all indications, despite the extreme weather conditions and long dry period. Sales development was dampened by negative currency effects, particularly in eastern Europe and Turkey. 6,214 ■ EBIT before special items down 29% year on year at €734 million as a result of negative currency effects and the negative contribution from the acquired businesses 22.5 16.0 % (23%) 1,282 985 5,732 61% 36 58 8% 5,696 6,156 Income from operations (EBIT) Depreciation and amortization¹ EBITDA margin Income from operations before depreciation and amortization (EBITDA) Sales including intersegment transfers Intersegment transfers Sales to third parties +/- 2017 2018 6 Overviews Research and development expenses 5 Supplementary Information Oil and Gas Business 4 Consolidated Financial Statements 394 267 48% 591 ■ Sales improve by 8% to €6,156 million due to portfolio effects, higher prices and increased volumes Agricultural Solutions segment 34% 110% (29%) (42%) 8% BASF Report 2018 1 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) 2 Additions to intangible assets and property, plant and equipment 507 679 185 7,110 The Agricultural Solutions segment increased sales to third parties by €460 million to €6,156 million in 2018. The addition of the busi- nesses and assets acquired from Bayer in August 2018 made a significant contribution. A higher price level and growth in sales vol- umes also contributed to the positive year-on-year sales develop- ment. In a continuing difficult market environment, strongly negative currency effects dampened sales in all regions. 8,096 171 (562) 1,033 734 Research and development expenses Investments including acquisitions² Assets EBIT after cost of capital EBIT before special items (18) (143) Special items 1,015 16,992 1 Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 212 onward. (17) 3 Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group including the disposal group for the oil and gas business. 4 Additions to intangible assets and property, plant and equipment 829 Income after taxes from discontinued operations Assets (158) (885) Income taxes (12%) (19) Financial result 155% 683 1,745 EBIT before special items² 252 (12) Special items 85% 935 1,733 Income from operations (EBIT)² and amortization (EBITDA) 20% 1,959 2,350 Income from operations before depreciation 26% 3,252 4,094 760 Sales to third parties 9% 11,967 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 3 Corporate Governance Discontinued Oil and Gas Business 1 To Our Shareholders About This Report 98 86 BASF Report 2018 South America: Wintershall was awarded seven offshore explora- tion licenses in Brazil's 15th oil and gas licensing round. The compa- ny will hold the operatorship for four of these licenses. Initial explora- tion activities in the allocated blocks will start in 2019. In Argentina, Wintershall Energía celebrated its 40th anniversary in 2018 with total production of around 26 million barrels of oil equivalent (BOE) per year. Shares in the Aguada Pichana Este concession in Argentina were sold on January 23, 2018. Middle East: Wintershall will invest in oil and gas production in Abu Dhabi. An agreement to this effect was signed by Wintershall and the Abu Dhabi National Oil Company (ADNOC) in November 2018. Wintershall's 10% interest in ADNOC's Ghasha concession marks its entry into natural gas and condensate production in Abu Dhabi. According to ADNOC's planning, the project will start producing around the middle of the next decade, with initial daily production volumes expected to exceed 40 million cubic meters of natural gas. Russia: Achimgaz, a joint venture of Wintershall and Gazprom, celebrated its 15th anniversary in 2018 and achieved a new mile- stone, with total production reaching 30 billion cubic meters of natural gas. We are drawing on the experience gained with Achimgaz to drive forward the development of Blocks 4A and 5A of the Achimov formation in the Urengoy field in western Siberia in a joint venture, Achim Development. Equinor, started in 2018. A Wintershall exploration well discovered another gas field near Aasta Hansteen and we are now investigating the possibilities of developing this find. In Germany, we successfully completed a 3D seismic survey at the Emlichheim concession in 2018 with the aim of maintaining the crude oil production plateau at the site, which has been in operation for over 70 years. Europe: In March 2018, we started operation of the first develop- ment project operated by Wintershall in Norway at the Maria oilfield in the Norwegian Sea. In addition, the Norwegian Ministry of Petro- leum and Energy approved the development and operation plan for the Nova field (previously: Skarfjell) operated by Wintershall, which is scheduled to start production in 2021. Production at the Aasta Hansteen gas field in the Norwegian Sea, which is operated by BASF's oil and gas activities are bundled in the Wintershall Group. We focus on exploration and production in oil and gas-rich regions in Europe, North Africa, Russia, South America and the Middle East - core regions in which Wintershall has a high level of regional and technological expertise. We are also active in the transportation of natural gas in Europe with our Russian partner Gazprom. Significant developments The gain from the change from full consolidation to the equity meth- od will be shown in income after taxes from discontinued operations on closing. From closing, BASF will account for its share in the joint venture Wintershall DEA using the equity method and include its share of Wintershall DEA's net income in EBIT before special items and EBIT for the BASF Group (reported under Other). The signing of the agreement has an immediate effect on the report- ing of BASF Group: The sales and EBIT of the oil and gas business are no longer included in the respective figures for the BASF Group - retroactively as of January 1, 2018, and with the prior-year figures restated. Until closing, the Wintershall Group's income after taxes will be presented in the income after taxes of the BASF Group as a separate item (income after taxes from discontinued operations). The assets and liabilities of the oil and gas business were reclassified to a disposal group as of the end of the third quarter of 2018, and have since been presented under Other. Depreciation and amortiza- tion of its assets and accounting according to the equity method were suspended from the signing date onward. On September 27, 2018, BASF and LetterOne signed a definitive agreement to merge their oil and gas businesses in a joint venture, which will operate under the name Wintershall DEA. In 2017, the combined business of Wintershall and DEA had pro forma sales of €4.7 billion, income from operations before depreciation and amor- tization (EBITDA) of €2.8 billion and net income of €740 million. Closing of the transaction is expected in the first half of 2019, sub- ject to the approvals of merger control and foreign investment authorities as well as mining authorities and the German Federal Network Agency. Until closing, Wintershall and DEA will continue to operate as independent companies. 7% Agreement with LetterOne 3 Additions to intangible assets and property, plant and equipment and to the corresponding positions in the disposal group 2 2018 figure only includes depreciation and amortization for the first three quarters 1 For more information, see Note 2.5 to the Consolidated Financial Statements from page 209 onward and Supplementary Information on the Oil and Gas Business from page 269 onward 988 1,062 Investments including acquisitions³ 18% 14,088 2 Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) +/- 2018 (9%) (379) (414) 31% (654) (450) (11%) (37) (41) 29% (691) (491) (3%) 122 118 34% (569) (373) 24% 2,234 2,771 +/- 2017 2018 largely attributable to valuation effects for our long-term incentive program. At minus €450 million, income from operations before special items in Other was up €204 million from the prior-year figure. This was Sales in Other rose by €537 million compared with 2017 to €2,771 million, mainly as a result of higher sales volumes in the raw materials trading business. (249) 2017 (224) 43 Million € Financial data¹ Discontinued Oil and Gas Business 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 2 Management's Report 3 Corporate Governance Discontinued Oil and Gas Business 1 To Our Shareholders About This Report 85 BASF Report 2018 8% 382 414 (44%) 1,174 663 (7%) 25,643 23,743 22% (199) (157) 267% 88 327 (28%) 60 (11%) 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report 61,223 2% 6,033 7,587 (20%) Europe ■ Sales up 2% compared with 2017 at €28,502 million ■ Investments strengthen businesses in growth industries and markets Sales at companies located in Europe rose by 2% year on year to €28,502 million. Higher prices more than compensated for the nega- tive currency effects and lower volumes. Higher prices led to slight sales growth in the Chemicals segment. Sales also rose slightly in the Agricultural Solutions segment as a result of portfolio effects and volumes growth. In the Functional Materials & Solutions segment, sales matched the prior-year level. Slight price improvements were offset by lower volumes and negative currency effects. By contrast, sales declined slightly in the Perfor- mance Products segment. Lower volumes and negative portfolio and currency effects could not be completely offset by higher prices. Income from operations (EBIT) decreased by 22% compared with the previous year to €3,210 million due to considerably lower contribu- tions from all segments, but especially from the Chemicals segment. The main drivers for the lower earnings in the Chemicals segment were higher raw materials prices, temporary plant shutdowns as well as the low water levels on the Rhine River. The lower contribution from the Agricultural Solutions segment was mainly attributable to the higher fixed costs from the acquisition of the Bayer businesses. Earn- ings were also negatively impacted by the long dry period. Softer margins had a significant influence on earnings development in the Functional Materials & Solutions and Performance Products seg- ments. We aim to strengthen our position in the European market though investments, for example in a production plant for battery materials in Harjavalta, Finland. This investment supports the European Commis- sion's goal of establishing a European value chain for battery pro- duction. ■ Sales growth of 5% year on year to €16,659 million ■ Ongoing investments in production plants 287% Sales at companies located in North America rose by 5% compared with 2017 to €16,659 million. In local currency terms, sales grew by 9%. This was largely due to higher sales prices in all segments. Sales were also positively impacted by portfolio effects, mainly from the acquisition of significant businesses from Bayer, and higher volumes, especially in the Functional Materials & Solutions segment. Currency effects dampened sales in all segments. We further strengthened our position in the region with the acqui- sition of significant businesses from Bayer in the areas of seeds and non-selective herbicides. We aim to invest continuously in our production facilities. For example, we started up a new ammonia plant in Freeport, Texas, together with Yara International ASA, Oslo, Norway; are expanding production for ibuprofen in Bishop, Texas; and started construction of a new MDI synthesis unit in Geismar, Louisiana. We strengthened our global battery materials business with the formation of BASF Toda America LLC (BTA), a cooperation between BASF and Toda Kogyo Corp., Hiroshima, Japan. BTA produces state-of-the-art high energy cathode active materials close to our North American customers. BASF Report 2018 88 About This Report 2 Management's Report Regional Results 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Sales by region Location of company South America, Africa, Middle East 6% Asia Pacific 22% EBIT was down 35% from the 2017 figure, at €802 million. Earnings declined in the Agricultural Solutions segment in particular. 52 201 6% 5% 16,143 15,357 5% 802 1,236 (38%) (35%) Asia Pacific 13,886 13,658 2% 14,646 14,343 2% 1,820 2,209 (18%) South America, Africa, Middle East 3,628 3,583 1% BASF Group 62,675 61,223 2% 5,340 62,675 5,016 €62,675 million Income from operations by region Location of company South America, Africa, Middle East 4% Responsible Conduct Along the Value Chain r Supplier Management] SUPPLIERS BASF CUSTOMERS Our objective is to secure competitive advantages for BASF through professional procurement structures. Our suppliers are an important part of our value chain. Together with them, we aim to create value and minimize risks. Strategy ■ Sustainability-oriented supply chain management ■ New goal for sustainability evaluations of relevant spend Our partnerships with suppliers are based on mutual value creation, as well as a reliable supply of raw materials, technical goods and services at competitive prices. We work together in an open and transparent way to generate long-term benefits for both sides. In doing so, we create added value that goes above and beyond procurement alone, for example, by developing solutions to target market-specific customer requirements together with our suppliers. Our sustainability-oriented supply chain management contributes to risk management by clarifying our expectations and standards for our suppliers, and by supporting them in carrying out our require- ments. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development transparent to us. That is why we have set ourselves the goal of evaluating the sustainability performance of 70% of the BASF Group's relevant suppliers and developing action plans for any necessary improve- ments by 2020. The proportion of relevant suppliers evaluated by the end of 2018 was 60%. Due to the size and scale of our supplier portfolio, our suppliers are evaluated based on risk, including both country and industry-specific risks. As part of the updated corporate strategy, we resolved in 2018 to step up our efforts to improve our sustainability performance along the supply chain in the future. To this end, we have expanded our sustainability evaluations of relevant suppliers and integrated these into a new goal to improve our sustainability performance in procure- ment: By 2025, we aim to have conducted sustainability evaluations for 90% of the BASF Group's relevant spend² and will develop action plans where improvement is necessary. We will work towards having 80% of suppliers improve their sustainability performance upon re-evaluation. Worldwide procurement Our more than 70,000 Tier 1 suppliers play a significant role in value creation at our company. We work in long-term partnership with companies from different industries around the world. They supply us with important raw materials, chemicals, investment goods and consumables, perform a range of services and are innovation part- ners. BASF acquired raw materials, goods and services for our own production totaling approximately €38.5 billion in value in 2018. There were no substantial changes to our supplier structure in 2018. What we expect from our suppliers ■ Global Supplier Code of Conduct New suppliers are selected and existing suppliers are evaluated not only on the basis of economic criteria, but also environmental, social and corporate governance standards. Our Supplier Code of Con- duct is founded on internationally recognized guidelines, such as the principles of the United Nations' Global Compact, the U.N. Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) conventions and the topic areas of the Responsible Care initiative. The Code of Conduct covers compli- ance with human rights, labor and social standards, and antidis- crimination and anticorruption policies in addition to protecting the environment. We updated our Supplier Code of Conduct in 2018 in response to stricter requirements and new developments relating to the U.N. Guiding Principles on Business and Human Rights and the ILO. Issues such as modern slavery and human trafficking were incorporated, as well as our requirement that suppliers implement grievance mechanisms for their employees and stakeholders. We also added a reference to our own grievance mechanism - our compliance hotline, which suppliers and their employees can con- tact if they have questions or complaints. We are informing our existing suppliers of the updated Code of Conduct. In 2018, we started the step-by-step rollout of a new registration portal for suppliers, in which our Code of Conduct is already inte- grated. This requires suppliers to commit to these values on regis- tration. 4,866 suppliers did this and registered via the portal in 2018. A country-based risk analysis forms the basis of our selection pro- cess for new suppliers. Based on the country-related risks identified, we specifically asked suppliers in South America and Asia in particu- lar to commit to the values of our Supplier Code of Conduct in 2018. Only those companies that have committed to our Code of Conduct actually became new suppliers. Training and partnerships In 2018, we continued our collaborations in relevant procurement markets such as China to instruct suppliers on sustainability stan- dards. 116 suppliers received training in 2018 as part of a local partnership with the East China University of Science and Tech- nology in Shanghai, for example. In addition, we instructed 962 BASF employees on sustainability-oriented supplier manage- ment and responsible procurement. These are ways in which poten- 1 We define relevant suppliers as Tier 1 suppliers showing an elevated sustainability risk potential as identified by our risk matrices and our purchasers' assessments. We also use further sources of information to identify relevant suppliers such as evaluations from Together for Sustainability (TFS), a joint initiative of chemical companies for sustainable supply chains. 2 We understand relevant spend as procurement volumes with relevant suppliers as defined above. BASF Report 2018 06 90 5 Supplementary Information Oil and Gas Business 5 Supplementary Information Oil and Gas Business 6 Overviews 15,937 4 Consolidated Financial Statements 2 Management's Report Supplier Management Asia Pacific 30% €6,033 million North America 13% Asia Pacific 45% Europe 27% North America 53% Europe ■ Sales 2% above prior-year level at €13,886 million ■ Local production footprint expanded with new plants, including in South Korea and Malaysia Sales at companies headquartered in the Asia Pacific region rose by 2% to €13,886 million in 2018. In local currency terms, sales rose by 5% year on year. The positive development was mainly driven by the Functional Materials & Solutions segment. We also increased sales in the Agricultural Solutions segment. All segments increased volumes; Functional Materials & Solutions and Performance Products also achieved higher prices. By contrast, sales were consistently weighed down by currency effects. Portfolio measures had no effect on sales development in 2018. The trade conflict between the United States and China dampened economic sentiment across Asia, leading to lower prices and volumes year on year in the fourth quarter of 2018. EBIT in the region decreased by 18% year on year to €1,820 million. This was primarily due to the lower contribution from the Chemicals segment as a result of narrower margins in the isocyanates busi- ness, as well as for steam cracker products at our joint venture. Lower fixed costs were unable to compensate for these effects. As part of our regional strategy, we aim to further increase the pro- portion of sales from local production in Asia Pacific. We once again made progress toward this goal: For instance, we started commer- cial production of polyoxymethylene (POM) in Gimcheon, South Korea, in October 2018. We started production of citral, citronellol and menthol at our new aroma ingredients complex in Kuantan, Malaysia. Our investments in production facilities as well as in research and development serve to bring products to market for our local and global customers in this fast-growing region. We therefore plan to build an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong and expand our existing joint ven- ture with Sinopec in Nanjing, China. South America, Africa, Middle East ■ Sales growth of 1% to €3,628 million ■ Successful integration of acquired businesses in Agricultural Solutions segment Sales at companies located in the region South America, Africa, Middle East increased by 1% compared with 2017 to €3,628 mil- lion. In local currency terms, sales exceeded the prior-year figure by 17%. In South America, the year was characterized by a slight economic recovery amid political uncertainty ahead of the presidential elec- tions in Brazil. Weaker local currencies in Brazil and Argentina led to strongly negative currency effects. Against this background, our sales nevertheless rose as a result of higher prices, positive portfolio effects from the acquisition of significant businesses from Bayer and volumes growth. The Agricultural Solutions segment in particular increased volumes thanks to stronger demand. Sales volumes also rose in the Functional Materials & Solutions segment on the back of the recovery in the automotive industry. Volumes in the Performance Products segment were on a level with the prior year. By contrast, we recorded lower sales volumes in the Chemicals segment due to product shortages. Companies in Africa and in the Middle East posted a considerable sales decrease. Lower volumes and negative currency effects were responsible for this development. At €201 million, EBIT in the region South America, Africa, Middle East exceeded the prior-year figure by 287%. This was driven by improved earnings in the Agricultural Solutions segment as a result of higher demand, especially in Brazil, as well as the contribution from the acquired businesses. Following the two-year recession in South America, which lasted until the end of 2016, our focus in 2018 was on increasing sales volumes and integrating the acquired businesses and assets in the Agricultural Solutions segment. We also continued the expansion of our sales channels to capture new customer segments, including with investments in digital platforms. BASF Report 2018 99 89 About This Report 1 To Our Shareholders 3 Corporate Governance 16,659 North America 1,838 Investments increasing complexity to make the right cultivation decisions. BASF's innovative digital applications help our customers to use this data to their advantage, supporting better decision-making and ensuring more efficient and sustainable resource allocation. The acquisition of xarvioⓇ digital farming solutions complements our digital offering with novel products with additional functionalities and access to new technologies. 5 Supplementary Information Oil and Gas Business 6 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report 4 81 BASF Report 2018 The success of our customers depends on many factors such as weather, plant health, soil conditions and prices for agricultural pro- duce. Modern farmers have to analyze more and more data of For more information on our R&D activities, see Research and development on page 82 businesses increases our innovation potential and strengthens our market position and competitiveness in the long term. The patented PSR technology in InVigor® hybrid canola continues to revolutionize the way canola growers approach their season. The PSR feature naturally strengthens the pod seam and connective tissue, reducing premature seed losses prior to harvest. It offers the flexibility to harvest canola by straight cutting, therefore allowing the pod to fill for a longer period of time and providing a yield increase of over 5%. >5% Value for customers Yield improvement for growers of xarvioⓇ digital farming solutions and other non-selective herbicide and nematicide research projects. We are committed to ensuring the responsible use of our products and the preservation of a healthy environment. We also invest continuously in our development pipe- line to provide our customers an increasingly wide range of integrat- ed offers. The combination of our existing activities and the acquired InVigorⓇ hybrids with pod shatter reduction (PSR) technology are an innovative solution for minimizing lost yield due to seed pods splitting open and seeds prematurely falling out. The first canola hybrids with patented PSR technology from the newly acquired seed business were launched on the Canadian market in 2014. By 2019, more than half of BASF's InVigorⓇ product line-up in the United States, Canada and Australia will contain the PSR feature. The market share of the InVigorⓇ seed portfolio in its main mar- kets of North America is greater than 55% and popularity in Australia is increasing rapidly. >55% Market share of InVigorⓇ seed portfolio in main markets of North America Value for BASF Patented pod shatter reduction technology for canola/oilseed rape seed pods enabling innovative yield protection and greater harvesting flexibility for growers InVigorⓇ How we create value - an example 1 Reported under Other In August 2018, we closed the acquisition of a range of businesses and assets from Bayer to be able to provide farmers with an even wider range of solutions in the future, and to better meet the growing demand for high-quality seeds as well as chemical and biological crop protection. The acquisition is a strategic complement to our crop protection, biotechnology and digital farming activities. At the same time, it marks our entry into the seed business for key field crops and vegetables, as well as non-selective herbicides and nematicide seed treatments. With the transaction, our portfolio now also includes the global glufosinate-ammonium non-selective herbi- cide business, which is marketed under the LibertyⓇ, BastaⓇ and FinaleⓇ brands. The seed businesses comprise traits, research and breeding capabilities as well as the corresponding brands for key field crops in selected markets. These include canola hybrids in North America under the InVigor® brand with LibertyLink® trait tech- nology, as well as the oilseed rape business mainly in European markets, cotton in the Americas and Europe, and soybean in the Americas. We also acquired the R&D platform for hybrid wheat,' a range of seed treatment products, certain glyphosate-based herbi- cides in Europe used predominantly for industrial applications, Capital expenditures (capex) amounted to €157 million in 2018. Major projects included the startup of new production capacities for our fungicide RevysolⓇ in Hannibal, Missouri, and our insecticide InscalisⓇ in Elbeuf, France, as well as modernization measures at plants in North America and Europe. A state-of-the-art global breed- ing station for the vegetable seeds business was opened at the Nunhem site in the Netherlands. We also invested in plant infrastruc- ture in North America and research and development in Limburger- hof, Germany. To meet the continuing high demand for our innova- tive solutions in the future, we will invest around €1,270 million in developing and expanding our infrastructure and in our production and formulation capacities for active ingredients between 2019 and 2023. This increase in investment is driven by the expansion of production capacities for the planned market launches of a large number of products from our crop protection pipeline, as well as for the acquired businesses. Natural resources such as land and arable area are limited, while the world's population and its demand for food continue to grow. This means that farmers around the world face the challenge of increas- ing their crop yields. We offer our customers innovative solutions combined with practical, down-to-earth advice to support them in the efficient and safe production of high-quality crops over the long term. Research and development With the acquisition of the Bayer businesses in 2018, our team grew by approximately 1,600 research and development employees at 17 locations worldwide. We expanded our biotechnology activities and our research and development capabilities considerably - from advanced breeding techniques, analytics, technology platforms and trait validation to specific discovery expertise. These are closely aligned with further activities in the field of biotechnology, which remain part of BASF's Bioscience Research unit. Research and development expenses, sales, earnings and all other data for Million € Segment data - Agricultural Solutions 62 82 BASF Report 2018 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 288 CredenzⓇ, FiberMax®, InVigor®, LibertyLink®, NunhemsⓇ, StonevilleⓇ COPEO®, Flo Rite®, ILeVO®, IntegralⓇ, Limus®, Nodulator® PRO, PONCHOⓇ, Serifel®, SystivaⓇ, VaultⓇ HP, VelondisⓇ, Vizura®, VOTIVO® Alpha-cypermethrin, chlorfenapyr, fipronil, InscalisⓇ, Interceptor®, Nealta, teflubenzuron, TermidorⓇ Basta®, Clearfield®, dimethenamid-P, EngeniaⓇ, Finale®, imazamox, Kixor, LibertyⓇ, pendimethalin, topramezone AgCelenceⓇ (umbrella brand), boscalid, dimethomorph, F 500®, Initium®, metiram, metrafenone, Xemium® Example products Seeds and traits for key field crops such as canola (oilseed rape), cotton, soybean and wheat, as well as vegetable seeds Products for plant health and increased yield potential that go beyond traditional crop protection, such as biological crop protection, seed treatments, polymers and colorants Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and land- scape maintenance Reducing competition from weeds for water and nutrients Protecting crops from harmful fungal diseases; improving plant health Applications Seeds & Traits Functional Crop Care Insecticides Herbicides Our combined, complementary seeds and traits research and development activities across field crops and vegetables ensure even better innovation capabilities and scale while positioning us to seize future market opportunities and increase our competitiveness. With our expanded network of research sites, new seed breeding and production facilities, we help farmers meet the growing demand for increased agricultural productivity and better nutrition. With a pioneering platform for gene identification, we have specialized in the development of plant characteristics, such as higher yield, herbi- cide tolerance, disease resistance, drought tolerance and quality traits. Our goal is to optimize crops so that farmers can achieve greater and more secure yields. In this way, we make an important contribution to securing a better food supply for a growing world population. We also contribute to sustainable agriculture, as the cultivation of these plants significantly reduces the amount of land, water and energy required for food production. BASF's Bioscience Research unit are not reported in the Agricul- tural Solutions segment; they continue to be reported under Other. Fungicides Indications and sectors Products, customers and applications In 2018, we invested €679 million in research and development in the Agricultural Solutions division, representing around 11% of sales for the segment. Our well-stocked innovation pipeline comprises products with a launch date between 2018 and 2028. With a peak sales potential of more than €6 billion, the pipeline includes innova- tions from all business areas. The expanded research and develop- ment activities in the Agricultural Solutions division range from seeds, including traits, research and breeding capacities, and solu- tions to protect plants against fungal diseases, insect pests and weeds, to improved soil management and plant health. 1 To Our Shareholders ■ Long-term innovation strategy ensures future growth ■ Development of solutions that go beyond conventional crop protection Strategy Income from operations by location of company 2018 2017 +/- 2018 2017 +/- 2018 2017 +/- 28,502 28,045 2% 26,546 26,507 0% 3,210 4,090 (22%) of which Germany 18,113 18,663 (3%) 6,965 7,159 (3%) 1,140 by location of customer ■ Integrated provider of crop protection and biotechnology products, seeds for selected field crops and vegetables, and digital farming Sales Sales 6 Overviews 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 3 Corporate Governance 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report Natural gas transportation: Pipe-laying work for the Nord Stream 2 pipeline project, which Wintershall is co-financing, started in 2018 and is progressing as planned. The European gas pipeline link (EUGAL) project - the connecting pipeline for Nord Stream 2 - is being implemented by GASCADE Gastransport GmbH as the lead developer. All of the necessary planning approvals have been issued and construction is on schedule. Business development Sales to third parties from our oil and gas activities were increased by €842 million year on year to €4,094 million in 2018. This was mainly due to higher prices. We also increased volumes, while cur- rency effects had an offsetting effect. The price of a barrel of Brent crude oil averaged $71 in 2018 (previ- ous year: $54). Gas prices on the European spot markets rose by 32% compared with the previous year. Income from operations (EBIT) before special items increased by €1,062 million to €1,745 million. In addition to higher oil and gas prices, we recorded volumes growth in Norway and Russia. EBIT rose by €798 million to €1,733 million. Depreciation and amortiza- tion of assets was suspended as of the end of the third quarter of 2018. The tax expense rose following the improvement in income from operations. At €829 million, income after taxes from discontinued operations was €69 million above the prior-year figure. For more information on the earnings contribution from the discontinued oil and gas business, see Note 2.5 to the Consolidated Financial Statements from page 209 onward BASF Report 2018 87 40 About This Report 1 To Our Shareholders 2 Management's Report Regional Results 3 Corporate Governance 4 Consolidated Financial Statements 5 Supplementary Information Oil and Gas Business 6 Overviews Regional Results North America Regions Million € Europe by location of company 6 Overviews 1 BASF Report 2019 2019 8,389 Sales 2019 13,142 2018 9,120 2018 11,199 EBIT before special items Sales 2019 EBIT before special items 2019 722 2018 668 2018 617 Page 74 Page 80 Nutrition & Care 820 Million € Million € Million € Sales 2019 2018 9,532 11,694 Sales 2019 11,466 2018 13,270 EBIT before special items Surface Technologies 2019 EBIT before special items 2019 1,003 2018 1,587 2018 2,400 Page 63 Page 69 Industrial Solutions 791 Agricultural Solutions Million € Sales Business success tomorrow means creating value for the environ- ment, society and business. Our innovations contribute to a sustain- able future. We support our customers in being more sustainable through our solutions and create new business opportunities that reinforce our customer relationships and attract new customers. In doing so, we want to contribute to achieving the U.N. Sustainable Development Goals (SDGs). These were adopted by the United Nations as globally recognized economic, environmental and social objectives. On the cover: We want our customers to experience a new BASF - for example, in our Creation Centers. At these spaces full of inspiration and the latest technology, customers can discover BASF's high-performance plastics, explore potential applications and work hand-in-hand with BASF experts to create new products. This accelerates the process of transforming conceptual ideas to creative solutions. The photo shows our Creation Center in Shanghai, China, which we opened in August 2019. It is one of four of its kind worldwide. For more information on BASF's Creation Centers, see page 26 D-BASF 09 G-BASF ASF Contents Detailed tables of contents can be found on each colored chapter divider Chemistry for a sustainable future About This Report 4 Consolidated Financial Statements 185 Statement by the Board of Executive Directors 186 1 Independent Auditor's Report 187 To Our Shareholders Statement of Income 5 sustainability reporting to inform shareholders, employees and the interested public about the 2019 business year. Our integrated corporate report combines financial and to BASF 2019 6,075 Sales 2019 7,814 2018 5,940 2018 6,156 EBIT before special items 2019 793 EBIT before special items 2019 1,095 2018 736 2018 734 Page 85 Page 91 1 The segment data for 2018 has been restated to reflect the new segment structure. Figures do not include the construction chemicals activities presented as discontinued operations. Welcome Million € Materials Million € Chemicals Personnel expenses million € 10,924 10,659 2.5% EBITDAa million € 8,036 8,970 (10.4%) (11.4%) Research and 1,994 8.2% development expensesª million € EBIT before special itemsª million € 4,536 6,281 (27.8%) Greenhouse gas 2,158 9,271 8,217 million € BASF Report 2019 Economic, environmental and social performance ◉-BASF We create chemistry BASF Group 2019 At a glance Key data 2019 2018 +/- 2019 2018 +/- Salesa million € 59,316 60,220 (1.5%) Employees at year-end 117,628 122,404 (3.9%) EBITDA before special itemsa million metric tons 194 EBITa 4,052 5.1% Earnings per share € 9.17 Assets million € 86,950 5.12 86,556 79.1% 0.5% 14,284 Number of on-site sustainability audits of raw material suppliers 100 (19.0%) Investments including acquisitionsb 4,097 10,735 (61.8%) million € a Restated figures; for more information, see the Notes to the Consolidated Financial Statements from page 204 onward b Additions to intangible assets and property, plant and equipment c Excluding sale of energy to third parties Segment data¹ 81 15,017 million € Accelerator sales 5,974 (32.2%) 20.1 21.9 emissionsc (8.2%) of CO2 equivalents Net income million € 8,421 4,707 78.9% Energy efficiency in kilograms of sales 598 626 ROCEa production processes (4.5%) product/MWh % 7.7 12.0 million € 7 Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE BASF on the Capital Market 8 Forward-looking statements and forecasts This report contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward- looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such risk factors include those discussed in Opportunities and Risks on pages 139 to 147. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. BASF Report 2019 6 Chapter 1 pages 7-14 To Our Share- holders Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE A report on the substantive audit of the NFS can be found at basf.com/nfs-audit-2019 11 12 8 About This Report 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Dear shareholder, BASF on the Capital Market A report on the sustainability information in the BASF Report 2019 can be found at basf.com/sustainability_information The Independent Auditor's Report can be found on page 187 KPMG also conducted a substantive audit with limited assurance of the nonfinancial statement (NFS). 4 Consolidated Financial Statements 5 Overviews Material topics along the value chain, which we identified in internal strategic discussion processes, ongoing global data analysis and dialog with shareholders, form the focal points of reporting and define the limits of this report. For more information on our selection of sustainability topics, see page 36 onward and basf.com/materiality For a visualization of BASF's business model based on the IIRC framework, see How We Create Value on page 23 and basf.com/how-we-create-value For more information on our control and risk management system, see page 139 onward The 2019 BASF Online Report can be found at basf.com/report For more information on the Global Reporting Initiative, see globalreporting.org For more information on the Global Compact, see globalcompact.org and basf.com/en/global-compact The GRI and Global Compact Index can be found at basf.com/en/gri-gc Data ■ Relevant information included up to the editorial deadline of February 24, 2020 ■Report published each year in English and German All information and bases for calculation in this report are founded on national and international standards for financial and sustain- ability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. The reporting period is the 2019 business year. Relevant information is included up to the editorial deadline of February 24, 2020. The report is published each year in English and German. BASF Group's scope of consolidation for its financial reporting comprises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated subsidiaries and propor- tionally included joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial State- ments and are thus not included in the scope of consolidation. The section "Employees" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2019. All disclosures in this chapter include the employees of the discontinued construction chemicals business. Our data collection methods for environmental protection and occupational safety are based on the recommendations of the Inter- national Council of Chemical Associations (ICCA) and the European Chemical Industry Council (CEFIC). In the section "Environmental Protection, Health and Safety," we report all data including informa- tion on the emissions and waste of the worldwide production sites of BASF SE, its fully consolidated subsidiaries, and proportionally consolidated joint operations. BASF SE subsidiaries that are fully consolidated in the Group financial statements in which BASF holds an interest of less than 100% are included in full in environmental reporting (previously: included on a pro rata basis). The emissions of proportionally consolidated joint operations continue to be disclosed pro rata according to our interest. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management, are compiled worldwide regardless of our interest and reported in full. Unless otherwise indicated, further data on social responsibility and transportation safety refers to BASF SE and its consolidated subsidiaries. For more information on companies accounted for in the Consolidated Financial Statements, see the Notes from page 201 onward The Consolidated Financial Statements begin on page 185 The list of shares held can be found at basf.com/en/corporate governance External audit and evaluation Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consolidated Financial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements including the Notes is based on the likewise audited financial statements of the BASF Group companies. Statements and figures pertaining to sustainability in the Manage- ment's Report are also audited by KPMG. The audit with limited assurance was conducted in accordance with ISAE 3000 (Assur- ance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. The links and additional con- tent provided on the BASF internet sites indicated in this report are not part of the information audited by KPMG. 2019 was not only a year of transition for BASF as we had expected, it also turned out to be a very challenging year due to the market conditions. In this adverse environment, the BASF team implemented our corporate strategy with determination and passion. That is a great achievement! Many customers tell us they are beginning to notice a new BASF. 3 Corporate Governance Contrary to our expectations at the beginning of the year, the economic climate weakened further in 2019. Trade conflicts, political uncertainties and considerably lower demand from key customer industries - especially the automotive indus- try weighed on our businesses. For the commodities in the Chemicals and Materials segments, especially cracker products and isocyanates, the price declines were significantly steeper than forecast. In July, we therefore had to lower our earnings guidance. That was bitter. Overall, we were thus unable to reach the financial targets we had communicated at the beginning of the year. Consequently, we are not satisfied with our results. 6 About This Report 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews However, implementing these economically will require significant changes in the policy framework. This is the only way industry will be able to remain competitive during this transformation. In particular, we need better funding for future tech- nologies and a more competitive and secure energy supply in Germany and Europe. Moreover, we require large volumes of renewable electricity on an indus- trial scale at internationally comparable prices. BASF's successes are generated by our employees. For their skilled and passionate contributions, I thank them wholeheartedly on behalf of the entire Board of Executive Directors. It is our goal that more than 80% of our employees say they feel that at BASF they can thrive and perform at their best. In our 2019 global employee survey, 79% of participants agreed with the statement. In light of the ongoing change processes, this is a very pleasing result. Another positive aspect is the development of women in leadership positions within the BASF Group. Originally, we wanted to increase the share of women in such roles world- wide to 22 to 24% by 2021. We achieved this goal at the end of 2019 with a rate of 23%. We have therefore set ourselves a new target. By 2030, we want to increase the proportion of women in leadership positions to 30%. We want to engage more women in the leadership team at BASF and utilize their potential. We stand by our dividend policy to increase the dividend per share each year. In 2019, we again generated a strong free cash flow. We will therefore propose to the Annual Shareholders' Meeting on April 30, 2020, that the dividend be increased by 10 euro cents to €3.30 per share. The BASF share therefore once more offers a high dividend yield of 4.9%. For many of you, the dividend is a key criterion for your investment decision. This is true now more than ever in this time of low interest rates, when shareholders are looking for reliable assets for long- term investments. The BASF share is this kind of asset. BASF Report 2019 BASF will have to continue to compete in a volatile economic environment. For 2020, we also expect a high level of economic uncertainty. The coronavirus is contributing to this. Global economic growth will likely be even slower than in 2019. We expect growth in global chemical production to be significantly below the 2019 level. We cannot influence global macroeconomic and geopolitical developments, but one thing is clear: Our team will do everything it can to achieve >> Our team will do €4.2 billion and €4.8 billion. Our return on capital everything it can to achieve the best possible employed (ROCE) will therefore be between 6.7% and 7.7%. Even in this environment, we will continue to drive growth. We expect positive effects in particular from our ongoing Excellence Program, which we will accelerate compared to our original timeline. results for 2020. I am optimistic that BASF will gain in strength in 2020 despite the economic headwinds. Because we have the passion and the expertise to be the partner of choice for our customers. For us, it is about creating sustainable value. I thank you for your trust and for accompanying us on this journey. Yours, Martin Bedenüller Martin Brudermüller the best possible results for 2020. We want to increase our sales to a level between €60 billion and €63 billion. We expect BASF Group's income from operations before special items to be between With its "Green Deal," the new European Commission is pursuing ambitious climate targets. Everyone must join forces to realize these. To this end, we are developing innovative technologies, such as the electrification of chemical plants. Climate protection and the circular economy are important topics in politics and society. We must all contribute to lowering CO2 emissions. BASF acknowledges this, which is why we have also set ourselves a clear target in our strategy: We want to grow CO2-neutrally until 2030. This is ambitious. This makes us a pioneer in our industry and we are making good progress with measures and innovations in our Carbon Management program. With novel technologies and alternative feedstock sources, we want to shape a lower-emission future. Another contribu- tor is our ChemCycling TM project. In the future, we want to use plastic waste as a raw material in our production. Our own initiatives will thus strengthen the circular economy. As a founding member of the Alliance to End Plastic Waste, we coop- erate with more than 40 other companies throughout the value chain to put plastic waste to good use. The Alliance will invest $1.5 billion within five years to develop and implement solutions for this global problem. and sustainability are inextricably linked. Nevertheless, in this challenging environment, we leveraged our strengths. In all of our consumer-oriented segments - Industrial Solutions, Surface Technologies, Nutrition & Care and Agricultural Solutions - we increased our results year on year despite the difficult conditions. We tackled the areas that are within our control. We continued to rapidly reshape our portfolio and are making swift progress with the implementation of our excel- lence program. We realigned our organization and streamlined our administration. We have simplified processes and procedures and transformed ourselves into a more agile and customer-centric company. With our strategy we are on the right path: Our customers are experiencing a new BASF. Together with them, we want to better exploit growth opportunities and intensify collaboration. In doing so, we are guided by our purpose: "We create chemistry for a sustainable future." For the major chal- lenges facing society, such as climate change, the circular economy and new mobility, we offer inno- vative solutions. We have further optimized our portfolio. In mid-2019, we completed the integration of the businesses acquired from Bayer. We can now offer farmers world- >>> With our strategy we are on the right path: Our customers are experiencing a new BASF. wide a combined portfolio of agricultural solutions ranging from seeds, traits and crop protection to digi- tal offerings. Our global polyamide business was expanded with the acquisition of businesses from Solvay and strengthened through backwards integration into the key raw material adipodinitrile (ADN). At the beginning of 2019, following approval from all regulatory authorities, we completed the transfer of our paper and water chemicals business to Solenis. At the end of April, together with LetterOne we merged the oil and gas businesses of Wintershall and DEA into the new company Wintershall Dea. We signed a BASF Report 2019 8 About This Report 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews contract in August to divest our global pigments business to the Japanese company DIC. At the end of the year, we reached an agreement with a subsidiary of the global private equity firm Lone Star on the sale of our construction chemi- cals business. We have therefore implemented or initiated all of our planned portfolio measures in 2019. We are already profitable in China and growing faster than the market. We are setting a course for long-term profitable growth. Our focus will be on investments in China and on battery materials. By 2030, around two- thirds of growth in global chemical production will come from China. The country will then account for approximately 50% of the global market. We are already profitable in China and growing faster than the market. Between 2015 and 2019, annual chemi- cal production increased globally by 3% and in China by 5%. We were able to increase our sales volumes in China by 7% per year. And at the same time, we increased our EBITDA - earnings before interest, taxes, depreciation and amortization - by 30% annually to more than €1 billion. With our investment of around $10 billion in a fully integrated Verbund site in Zhanjiang in Guangdong province, we will expand our leading position as a western chemical company in the world's most important chemical market. Construction began in 2019 and the first plants are to start operations in 2022. Our second growth focus is electromobility. E-mobility is creating a new major market for battery materials, which is growing at a double-digit rate. Cathode materials account for as much as 70% of the material costs of a battery cell. BASF is already an established supplier. With our investments in Harjavalta, Finland, and Schwarzheide, Germany, we are the first company to lay the founda- tion for a European battery materials value chain. For these projects, we are receiving government funding as part of the Important Project of Common European Interest (IPCEI) relating to electromobility. With the startup of produc- tion in Finland and Germany, BASF will be the only company producing battery materials in Asia, North America and Europe. We want to achieve above-average growth in this market. To master global challenges, our society needs innovations based on chemistry more than ever before. At BASF, innovation and sustainability are inextricably linked. Many of our innovations contribute to achieving the United Nations Sus- tainable Development Goals. These goals provide us with a framework for sus- tainable development at the economic, environmental and social levels. We want to continue to significantly increase our sales and earnings with new and improved products especially with Accelerator products, which make a particular contribution to sustainability in the value chain compared to competing products. By the year 2025, we want them to generate €22 billion >> in sales. In 2019, our sales of Accelerator products At BASF, innovation rose by 5% to €15 billion. Prominent examples of Accelerators are our battery materials for electro- mobility, automotive catalysts and materials for thermal insulation of buildings. They make a decisive contribu- tion to reducing or avoiding CO2 emissions all the way through to the end user. - 10 2 Management's Report About This Report Glossary and Trademarks 295 42 Responsible Conduct Along the Value Chain Forecast 102 133 3 Corporate Governance 148 Corporate Governance Report 24 149 157 Management and Supervisory Boards 159 Compensation Report. 162 Report of the Supervisory Board 176 Declaration of Conformity Pursuant to Section 161 AktG. 183 Declaration of Corporate Governance Compliance 291 Ten-Year Summary 19 Statement of Income and Expense Recognized in Equity 195 Balance Sheet 11 197 12 Statement of Cash Flows. 199 Statement of Changes in Equity 200 Notes 201 2 5 Our Strategy Management's Report Overview The BASF Group The BASF Group's Business Year 15 16 Overviews 290 184 1 To Our Shareholders BASF Report 2019 361 ■ Financial reporting according to International Financial Reporting Standards (IFRS), the German Commercial Code and German Accounting Standards (GAS) The BASF Report combines the major financial and sustainability- related information necessary to thoroughly evaluate our perfor- mance. We select the report's topics based on the following reporting principles: Materiality, sustainability context, completeness, balance and stakeholder inclusion. In addition to our integrated report, we publish further information online. Links to this supplementary infor- mation are provided in each section. Our sustainability reporting has been based on Global Reporting Initiative (GRI) standards since 2003 and, since the BASF Report 2017, the "Comprehensive" option of the Global Reporting Initiative standards. We have been active in the International Integrated Reporting Council (IIRC) since 2014 in order to discuss our experiences of integrated reporting with other stakeholders and at the same time, receive inspiration for enhancing our reporting. This report addresses elements of the IIRC framework by, for example, providing an illustrative overview of how we create value or demonstrating the relationships between financial and sustainability-related perfor- mance in the sections on the segments. The information in the BASF Report 2019 also serves as a progress report on BASF's implementation of the 10 principles of the United Nations' Global Compact and takes into consideration the Blueprint for Corporate Sustainability Leadership of the Global Compact LEAD platform. WE SUPPORT UN GLOBAL COMPACT UN GLOBAL ■ Sustainability reporting in accordance with Global Reporting Initiative (GRI) standards COMPACT LEAD PARTICIPANT GRI GRI Community BASF SE 2019 The detailed GRI and Global Compact Index can be found in the online report. It provides an overview of all relevant information to fulfill the GRI indicators, as well as how we contribute to the United Nations' Sustainable Development Goals (SDGs)1 and the principles of the U.N. Global Compact. The results of the limited assurance audit of this information can also be found here in the form of a report issued by KPMG AG Wirtschaftsprüfungsgesellschaft. The information on the financial position and performance of the BASF Group comply with the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code, German Accounting Standards (GAS) and the guidelines on alternative performance measures from the European Securities and Markets Authority (ESMA). Internal control mecha- nisms ensure the reliability of the information presented in this report. BASF's management confirmed the effectiveness of the internal control measures and compliance with the regulations for financial reporting. BASF Report 2019 5 Global Compact ■ Integrated BASF Report serves as U.N. Global Compact progress report Content and structure 1 Sustainable Development Goals (SDGs): SDG 1 - No poverty, SDG 2 - Zero hunger, SDG 3 - Good health and well-being, SDG 4 - Quality education, SDG 5 - Gender equality, SDG 6 - Clean water and sanitation, SDG 7- Affordable and clean energy, SDG 8 - Decent work and economic growth, SDG 9 - Industry, innovation and infrastructure, SDG 10 - Reduced inequalities, SDG 11 - Sustainable cities and communities, SDG 12-Responsible consumption and production, SDG 13 - Climate action, SDG 14 - Life below water, SDG 15 - Life on land, SDG 16 - Peace, justice and strong institutions, SDG 17 - Partnerships for the goals 90 How we create value-an overview of BASF's business model based on the IIRC framework For more information, see page 23 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews [About This Report] Integrated reporting This integrated report documents BASF's economic, environmental and social performance in 2019. We show how sustainability contributes to BASF's long-term success and how we as a company create value for our customers, employees, shareholders, business partners, neighbors and the public. Further information The following symbols indicate important information: ☐ You can find more information in this report. You can find more information online. The content of these links are voluntary disclosures that were not audited by the auditor. ( ) The content of this section is not part of the statutory audit but has undergone a separate audit with limited assurance by our auditor. ☐☐ The content of this section is voluntary, unaudited information, which was critically read by the auditor. The BASF Report online HTML version with additional features: basf.com/report PDF version for download: basf.com/basf_report_2019.pdf 6 3 Corporate Governance of which costs for cross-divisional corporate research BASF Report 2019 4 Consolidated Financial Statements 5 Overviews Business review Segment data - Agricultural Solutions Million € ■ Sales improve by 27% to €7,814 million, mainly due to portfolio effects ■ EBIT before special items 49% higher at €1,095 million, primarily from sales growth The Agricultural Solutions segment increased sales to third parties considerably by €1,658 million to €7,814 million in 2019. This was driven by the strongly positive contribution from the businesses and assets acquired from Bayer in August 2018.1 A slightly higher price level and currency effects also contributed to the positive year-on- year sales development. In a continuing difficult market environment, sales volumes in North America and Europe were lower than in the previous year. Factors influencing sales - Agricultural Solutions Volumes Prices Sales to third parties Intersegment transfers. Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) Special items EBIT before special items Return on capital employed (ROCE) Assets 2019 2018 +/- 7,814 6,156 27% 3 Corporate Governance 197 2 Management's Report Agricultural Solutions 1 4 Consolidated Financial Statements 5 Overviews Indications and sectors Fungicides Herbicides Insecticides Seed Treatment Seeds & Traits Applications Protecting crops against harmful fungal diseases; improving plant health and securing yield and harvest quality Reducing competition from weeds for nutrients, water and sunlight to secure yield and harvest quality Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and landscape maintenance Biological and chemical crop protection, functional coatings and colorants Seeds and traits for key field crops such as canola (oilseed rape), cotton, soybean and wheat, as well as vegetable seeds Selected products Boscalid, dimethomorph, F500®, Initium®, metiram, metrafenone, Revysol®, Serifel®, XemiumⓇ Basta®, Clearfield®, dimethenamid-p, EngeniaⓇ, Finale®, imazamox, Kixor®, LibertyⓇ, pendimethalin, topramezone Alpha-cypermethrin, chlorfenapyr, fipronil, InscalisⓇ, Interceptor®, NealtaⓇ, teflubenzuron, TermidorⓇ Flo Rite®, ILEVO®, IntegralⓇ, Nodulator® PRO, PONCHOⓇ, Serifel®, SystivaⓇ, VaultⓇ HP, VelondisⓇ, VOTIVOⓇ CredenzⓇ, FiberMax®, InVigor®, LibertyLink®, Nunhems®, Stoneville® Products, customers and applications BASF Report 2019 94 94 About This Report To Our Shareholders 58 240% 6,214 320 7,110 3% Research and development expenses 879 679 (95%) 29% Portfolio 24% a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment 1% Currencies Sales 27% In Europe, we improved sales by €98 million to €2,120 million. This I was largely attributable to portfolio effects from the acquired businesses. In addition, we recorded a slightly higher price level. Sales development was dampened by lower volumes, especially for herbicides and fungicides, and negative currency effects, particularly in Turkey. We increased sales in North America by €942 million to €3, 108 million. The sales increase was mainly the result of portfolio effects from the acquired businesses. In addition, we recorded positive currency effects and a higher price level. Sales volumes were significantly lower than in the previous year, particularly for herbicides and fungi- cides. This was attributable to distributor destocking and challenges relating to weather conditions and the trade conflicts, especially in the first half of 2019. Sales in Asia rose by €140 million to €785 million. This was mainly due to portfolio effects from the acquired businesses. Higher volumes, especially for herbicides, and currency effects also contri- buted to sales growth. In the region South America, Africa, Middle East, sales rose by €478 million to €1,801 million. This was primarily due to significantly higher volumes, particularly for fungicides and herbicides. Sales volumes rose significantly, particularly in Brazil. A higher price level and portfolio effects from the acquired businesses also contributed to the sales increase. Currency effects had an offsetting impact. Agricultural Solutions - Sales by region Location of customer South America, Africa, Middle East 23% Asia Pacific 10% €7,814 million North America 40% 27% Europe Investments including acquisitionsb (1%) (3%) 16,992 29% 1,809 1,128 60% 1,647 985 67% % 21.1 16.0 719 394 3 Corporate Governance 82% 591 57% (167) (143) (17%) 1,095 734 49% % 5.3 5.1 16,530 928 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report Insecticides Reducing competition from weeds for nutrients, water and sunlight Herbicides Protecting crops against harmful fungal diseases Fungicides Indications and sectors Percentage of sales: 19% Seeds & Traits €1,454 million Change: 385% Sales In the Agricultural Solutions segment, we aim to further strengthen our market position as an integrated provider of crop protection products, seeds and digital solutions. The portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. Our strategy is based on innovation- driven organic growth, targeted portfolio expansion and leveraging synergies from acquisitions. Customer needs, societal expectations and regulatory requirements are our innovation drivers for the segment. Agricultural Solutions 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Agricultural Solutions 1 To Our Shareholders About This Report 1% Sales 27% 1 Functional Crop Care has been renamed Seed Treatment. BASF Report 2019 1,095 734 Change: €361 million Combating insect pests in agriculture and beyond Seed Treatment¹ Biological and chemical crop protection, functional coatings and colorants Seeds & Traits Currencies 24% Portfolio 2018 3% Prices 2019 (1%) Volumes Million € Optimization and development of seeds and new traits 100 5 Factors influencing sales Herbicides €2,616 million Change: 7% Percentage of sales: 33% Percentage of sales: 30% Fungicides €2,305 million Change: 1% €6,156 million 2018: Change: 27% €7,814 million 2019: Percentage of sales: 10% Insecticides €800 million Change: 19% Percentage of sales: 8% Seed Treatment €639 million Change: 38% Income from operations before special items 1 Until August 2019, the sales contribution from the acquired businesses is still reported as a portfolio effect in our analysis of sales effects, as the acquisition of significant businesses and assets from Bayer was closed in August 2018. For the period thereafter, the sales contribution is included in the explanations of the volumes, price and currency effects described here. BASF Report 2019 95 91 1 To Our Shareholders 92 66 About This Report 1 To Our Shareholders 2 Management's Report Agricultural Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Investments Major projects included the expansion and modernization of produc- tion and filling capacities for our fungicide RevysolⓇ in Europe and the United States. We expanded breeding capacities for our vegetable seeds business at the Nunhem site in the Netherlands. We also invested in the modernization of site infrastructure and in the digitalization of process control systems in the Americas and Europe. To meet the continuing high demand for our innovative solutions in the future, we will invest around €1,230 million in developing and expanding our infrastructure and in our production and formulation capacities for active ingredients between 2020 and 2024. Research and development In 2019, we invested €879 million in research and development in the Agricultural Solutions division, representing around 11% of sales for the segment. Our well-stocked innovation pipeline now has an even stronger focus on sustainable solutions. It comprises products to be launched between 2019 and 2029. With a peak sales potential of more than €7.5 billion, our pipeline includes inno- vations from all business areas. More than 30 pipeline products will be launched worldwide by 2029. These will enable higher yields and quality and even more sustainable production. The expanded research and development activities in the Agricultural Solutions division range from seeds, including traits, research and breeding capacities, to solutions that protect plants against fungal diseases, insect pests and weeds, and improve soil management and plant health. Our biotechnology activities and our research and development capabilities comprise advanced breeding techniques, analytics, technology platforms, trait validation and specific research exper- tise. These are closely aligned with further activities in the field of biotechnology, which are part of BASF's Bioscience Research unit. Research and development expenses, sales, earnings and all other data for BASF's Bioscience Research unit are not reported in the Agricultural Solutions segment; they continue to be reported under Other. Our seeds and traits research and development activities in field crops and vegetables enable us to leverage even greater innovation potential, and position us to seize future market opportunities and increase our competitiveness. At BASF, we believe in finding the right balance for success. We believe that with our connected offer, we can achieve this for the environment, society and agriculture alike. We have a strong, global network of research sites, an outstanding research pipeline and a wide range of products and solutions. These help farmers meet the demand for increased agricultural productivity and better nutrition for a growing population on limited arable land. Our aim is to improve crops and their cultivation, and to develop products and digital solutions for safe, field-specific application. From a sustainability perspective, this enables us to help farmers use resources efficiently, optimize crop cultivation and protection, and achieve greater and more secure yields in an increasingly challenging environment. Reconciling the production of nutritious food with environmental and climate demands requires a holistic approach. In the future, agriculture must be able to respect and balance the needs of nature and society, and take an open view in evaluating all the available technologies. The work of our research platform on gene identification focuses on the discovery and development of plant characteristics that enable higher yields and better quality, disease resistance, and tolerance of negative environ- mental factors such as drought. We apply all recognized scientific methods, including genetic engineering and selective genome editing. Our innovative products and services help farmers to use natural resources more efficiently and promote biodiversity. We are involved 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 299. with numerous scientific and public organizations and initiatives. Together, we are working on solutions for sustainable agriculture that meet long-term economic, ecological and social needs. For instance, in 2013 we established the Farm Network in Europe together with external conservation and environmental experts to increase biodiversity across intensively farmed land. In Germany, for example, there are currently 53 farms in the network. These show on 63,000 hectares of land how modern agriculture and biodiversity can go hand in hand. BASF Report 2019 93 93 BASF Report 2019 2 Source: Food and Agriculture Organization of the United Nations (fao.org/3/a-i6583e.pdf) 1 Source: UN World Population Prospects 2019 business and portfolio decisions. Sustainability criteria are firmly embedded in our entire research and development process. We invest continually in our well-stocked innovation pipeline to identify and further develop compounds that benefit both farmers and the environment. We align our research approach and investments with our strategic crop systems to support the success of our customers with innovations. 2 Management's Report Agricultural Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Strategy ■ Innovation-driven strategy for profitable future growth in selected markets ■ Stronger customer orientation with a focus on strategic, regional crop systems ■ A stronger portfolio with more sustainable solutions The world's population is expected to increase by 25%¹ from 2020 to 2050. Its growing demand for food must be reconciled with limited natural resources such as arable land and water. As a result, farmers around the world face the challenge of increasing agricul- tural productivity in a sustainable way by about 50%² by 2050 compared with baseline 2012 to meet the needs of a growing population. In mid-2019, we completed the integration of a range of businesses and assets acquired from Bayer. With this, we achieved our goal of ensuring business continuity from day one and created a solid foundation for growth. This acquisition has transformed our position in the agricultural industry: We now connect seeds and traits, crop protection and digital solutions. This enables us to optimize farm yields and profitability, and better address environmental and societal demands. About This Report With our innovation-based strategy in agriculture, we put the farmer's business at the center of everything we do. As one of the world's leading agricultural solutions companies, we focus our activities on four major strategic customer segments and selected crop combinations, known as crop systems: soy, corn (maize) and cotton in the Americas; wheat, canola (oilseed rape) and sunflowers in North America and Europe; rice in Asia; and fruit and vegetables globally. With a deep understanding of the way individual growers manage their farms and crop systems, we can better serve them with a connected offer based on our expanded portfolio and practi- cal, down-to-earth advice. e3Ⓡ Sustainability Cotton Program Complete field-to-retail traceability of cotton in the fashion industry Value for BASF Expected share of the U.S. cotton seed market by 2025 35% e3Ⓡ is BASF's program for sustainable cotton in the United States. e3Ⓡ helps to better manage the production of sustainable cotton and to promote demand throughout the entire textiles supply chain. Verification and certification through independent audits increase the recognition of sustainably produced cotton and enable further reductions in the environmental footprint. Demand for our FiberMaxⓇ and StonevilleⓇ cotton seed brands, which are part of the program, is high. We expect a steady increase in U.S. market share for cotton seed through 2025, from 11% to 35%. The success of our customers depends on many factors such as weather, plant health, soil conditions and prices for agricultural produce. Farmers today have to analyze more and more data of increasing complexity to make the right agronomic decisions. BASF's innovative digital products, marketed under the xarvioⓇ Digital Farming Solutions brand, help our customers to use this data to their advantage, supporting better decision-making and ensuring more efficient and sustainable resource allocation. We actively steer our offer for farmers and the agricultural industry toward sustainable solutions by integrating sustainability into all Value for customers Higher market price for participating growers of up to $159/acre The e3Ⓡ Sustainability Cotton Program helps farmers meet down- stream customer demand for more traceable and sustainable supply chains in the fashion industry. They commit to growing cotton more efficiently and to reducing the impact on the environ- ment. e3Ⓡ cotton can be traced from the farmer to the retailer and shows end consumers that their clothes have been produced in a fair, economically viable and environmentally responsible way. BASF is the only company providing this level of traceability. This has increased demand for fiber meeting e3Ⓡ standards, creating a higher market price for the grower of up to $159/acre. How we create value - an example About This Report 8,011 2 Management's Report Agricultural Solutions Regions Million € Europe Sales by location of company Sales by location of customer Income from operations by location of company 2019 2018 +/- 2019 2018 +/- 2019 2018 +/- 25,706 27,526 (7%) 23,827 25,589 (7%) 1,976 3,210 North America Regional Results 5 Overviews Consolidated Financial Statements In September 2019, Wintershall Dea placed its inaugural bonds worth €4 billion. 1 Includes companies accounted for by Wintershall Dea in full and using the equity method BASF Report 2019 98 98 About This Report 1 To Our Shareholders 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Other 1 To Our Shareholders Discontinued construction chemicals business Sales in the construction chemicals business rose by €98 million compared with 2018 to €2,553 million. The increase was attribut- able to positive currency effects and higher prices, especially for the former construction systems business. This was partly offset by slightly lower sales volumes due to a decrease in the construc- tion systems business. In North America, sales rose considerably due to positive currency effects and higher prices. Sales rose slightly in Europe, primarily as a result of higher prices. We also improved sales slightly in Asia Pacific. This was driven by favorable currency developments and higher sales volumes. Sales in South America, Africa, Middle East rose slightly. Higher prices and positive currency effects more than offset the significant decline in volumes. Income from operations (EBIT) before special items was €130 million, €57 million above the 2018 figure. This was mainly attributable to margin growth on the back of higher prices. EBIT declined by €7 million to €52 million. Income after taxes of the discontinued construction chemicals business decreased by around €10 million to €24 million. The decrease was mainly driven by special items in connection with the planned divestiture. For more information on the earnings contribution from the discontinued construction chemicals business, see Note 2.5 to the Consolidated Financial Statements from page 215 onward BASF Report 2019 99 About This Report 1 To Our Shareholders 2 Management's Report Regional Results 3 Corporate Governance 4 On December 21, 2019, BASF and an affiliate of Lone Star, a global private equity firm, signed an agreement on the sale of BASF's construction chemicals business. The signing of the agreement has an immediate effect on the reporting of BASF Group. Retroactively as of January 1, 2018, sales and earnings of the former Construc- tion Chemicals division are no longer included in sales, EBITDA, EBIT and EBIT before special items of the BASF Group. Until closing, the income after taxes of the construction chemicals business will be presented in the income after taxes of BASF Group as a separate item ("Income after taxes from discontinued operations"). The assets and liabilities of the construction chemicals business were reclassi- fied to a disposal group as of the end of the fourth quarter of 2019, and will be presented under Other until closing of the transaction, which is expected in the third quarter of 2020, subject to the approval of the relevant competition authorities. Wintershall Dea is also active in gas transportation. This includes interests in GASCADE Gastransport GmbH, OPAL Gastransport GmbH & Co. KG, and Nord Stream AG. Wintershall Dea is involved in the financing of the Nord Stream 2 pipeline project but does not hold an interest in the company. of which Germany 17,767 59,316 60,220 (2%) 5,338 59,316 5,033 60,220 6% (2%) 302 177 (13%) (40%) 71% 4,052 5,974 Europe ■ Sales down 7% compared with 2018 at €25,706 million ■ EBIT declines 38% to €1,976 million Sales at companies located in Europe declined by 7% year on year to €25,706 million. This was mainly due to considerably lower sales in the Chemicals and Materials segments. The Industrial Solutions segment also posted a considerable sales decrease, while Other and the Nutrition & Care segment saw slight declines. By contrast, sales rose considerably in the Surface Technologies and Agricultural Solutions segments. Sales developments were driven by lower volumes and prices. Sales volumes declined in the Chemicals segment in particular due to the scheduled turnarounds of our steam crackers. The Materials segment also recorded lower volumes on the back of weaker demand from key industries. Price levels softened, mainly in the Chemicals segment due to lower raw materials prices for naphtha and butane, and in the Materials segment as a result of lower isocyanate prices. By contrast, prices in the Surface Technologies (32%) segment were well above the prior-year level. Sales were also positively impacted by portfolio effects in the Agricultural Solutions segment, while sales development in the Industrial Solutions seg- ment was dampened by the transfer of BASF's paper and water chemicals business to the Solenis group. Currency effects had a positive impact. EBIT declined by €1,234 million compared with the previous year to €1,976 million. Almost all segments and Other recorded lower con- tributions, but especially Materials and Chemicals. EBIT improved considerably in the Industrial Solutions segment. We further strengthened our position in the European market with investments, including the replacement of the acetylene plant in Ludwigshafen, Germany, with a modern, highly efficient plant and the feedstock flexibilization of our steam cracker in Antwerp, Belgium. ■ Sales growth of 3% to €16,420 million ■ EBIT declines 13% to €692 million Sales at companies located in North America rose by 3% compared with 2018 to €16,420 million. Growth was driven by the Agricultural Solutions and Surface Technologies segments. In local currency terms, sales declined by 2%. The development was primarily attributable to portfolio effects in the Agricultural Solutions segment and positive currency effects in all segments. Prices were slightly higher overall: Price levels rose significantly in the Surface Technologies segment but declined markedly in the Chemicals and Materials segments in particular. Sales were negatively impacted by significantly lower volumes, especially in the Chemicals and Agricultural Solutions segments. EBIT was down €102 million from the 2018 figure, at €692 million. Considerable earnings growth in the Agricultural Solutions, Surface Technologies and Industrial Solutions segments was unable to offset the considerable decline in the Chemicals, Materials and Nutrition & Care segments. EBIT includes a special charge from the impairment of project costs for a planned methane-to-propylene plant on the U.S. Gulf Coast. We further strengthened our position in the region with the acquisi- tion of significant businesses from Bayer in the areas of seeds and non-selective herbicides. We invest strategically in our production plants. For example, we are constructing a new MDI synthesis unit in Geismar, Louisiana. We started up a new production plant for engine coolants in Cincinnati, Ohio, and expanded our production capacities for automotive coatings in Tultitlán, Mexico. We are also expanding our capacities for ibuprofen in Bishop, Texas, and for resins in Greenville, Ohio. BASF Group 14% 3,340 3,806 (21%) 6,123 6,687 (8%) 418 1,146 (64%) North America 16,420 15,900 3% 15,948 14,049 15,388 692 794 Asia Pacific 13,384 13,454 (1%) 14,203 14,210 (0%) 1,082 1,793 South America, Africa, Middle East 4% Wintershall Dea drilled 18 exploration wells in the period from May to December 2019. Of these, 121 were dry wells and were written off. (38%) Investment projects that were already underway continued as planned. These include, in particular, the Nova and Dvalin projects operated by Wintershall Dea in Norway. The two fields are being developed by means of a subsea tieback, with production facilities on the seabed connected to existing platforms. The drilling phase commenced for Dvalin and production is expected to start in 2020. In Russia, the Achim Development joint venture operated with Gazprom, in which Wintershall Dea holds a 25.01% interest, started the field development of blocks 4A and 5A in the Achimov Forma- tion. Another investment focus is Egypt, especially the Nile Delta. 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Other 96 BASF Report 2019 96 See page 137 for the outlook for 2020 At €928 million, EBIT was €337 million higher than in the previous year. Special charges primarily arose from the integration of the acquired Bayer businesses. This was offset by special income from divestitures in accordance with the conditions imposed by the authorities in connection with the acquisition. Income from operations (EBIT) before special items was €1,095 million, €361 million above the 2018 figure. The increase was largely attributable to considerably higher sales. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 21 (45) (688) (461) (506) (397) (414) 4% costs of corporate headquarters Consolidated Financial Statements (231) 5 Overviews Sales in Other rose by €57 million compared with 2018 to €2,898 million. This was mainly due to the remaining activities of BASF's paper and water chemicals business, which were not part of the transfer to Solenis and are reported under Other. (667) 44% 128 184 (28%) (378) (483) (56%) (335) (521) Income from operations before depreciation and amortization and special items Income from operations before depreciation and amortization (EBITDA) 2% The Achimgaz joint venture with Gazprom drilled the last of a total of 108 production wells. The company can now produce at a pla- teau rate of 10 billion cubic meters of gas per year as planned. 2,841 2,898 Sales +/- 2018 2019 EBIT before special items Income from operations (EBIT) Special items Depreciation and amortization Million € Financial data - Othera At minus €688 million, income from operations before special items in Other was down €227 million from the prior-year figure. This was largely attributable to valuation effects for our long-term incentive program. Other (249) (49%) (1%) 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report To Our Shareholders Other 1 40 97 BASF Report 2019 c Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group including the disposal groups for the oil and gas business and the construction chemicals business d Additions to intangible assets and property, plant and equipment b Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) a Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 220 onward. About This Report Oil and gas business The price of a barrel of Brent crude oil averaged $64 in 2019 (previous year: $71). Gas prices on the European spot markets declined significantly compared with the previous year. Discontinued oil and gas business until April 30, 2019 Wintershall's earnings were presented in income after taxes from discontinued operations until the merger of Wintershall and DEA on May 1, 2019. This figure included the income after taxes of the former Wintershall companies (€237 million) and the deconsolida- tion gain of €5,684 million. In the second quarter of 2019, Wintershall Dea sold its German oil storage activities. In the fourth quarter of 2019, Wintershall Dea sold shares in the Aguada Federal and Bandurria Norte blocks in Argen- tina, as well as its shares in the Polarled pipeline and the Nyhamna terminal in Norway. Between the merger on May 1, 2019, and December 31, 2019, Wintershall Dea produced 151 million BOE,1 of which around 109 million BOE of gas.1 - United Kingdom (production, development, exploration) United Arab Emirates (development, exploration) Norway (production, development, exploration) Russia (production, development) - - Netherlands (production, exploration) Mexico (production, development, exploration) Germany (production, development, exploration) Libya (production, exploration) - Denmark (production, exploration) - Argentina (production, development, exploration) - Brazil (exploration) Egypt (production, development, exploration) Algeria (production, development) Wintershall Dea conducts production, development and exploration activities in the following countries: Equity-accounted oil and gas business from May 1, 2019 Since May 1, 2019, BASF has reported its share of Winters- hall Dea's adjusted net income in EBIT before special items and in EBIT of the BASF Group, presented under Other. Adjustments include, in particular, effects from the remeasurement of the assets and liabilities of the former Wintershall. Adjustments will be made for additional depreciation charges and the results of any asset sales. The company contributed minus €86 million to the BASF Group's EBIT in the period from May 1, 2019, to December 31, 2019. Until April 30, 2019, Wintershall produced 19 million barrels of oil equivalent (BOE) and condensate, and around 44 million BOE of gas. Most of this was produced in Russia (around 36 million BOE) and Norway (around 12 million BOE). In Norway, production was expanded at the Aasta Hansteen gas field, which is operated by Equinor. Wintershall was awarded new exploration licenses in Norway and Argentina in early 2019. In the first four months of 2019, one successful exploration well was drilled in Norway. Research and development expenses 7% (32%) 411 (44) 324 414 (89) foreign currency results, hedging and other measurement effects miscellaneous income and expenses 192% 25 73 (147) other businesses Assets 27,585 26,856 3% Investments including acquisitionsd 299 759 (61%) 70% Regular audits help ensure that standards are met for safety, secu- rity, health and environmental protection. We conduct regular audits every three to six years at all BASF sites and at companies in which BASF is a majority shareholder. We use an audit database to ensure that all sites and plants worldwide are audited. Sites and companies acquired as part of acquisitions are audited in a timely manner to bring these into line with our standards and directives as necessary. After the integration phase is complete, they are generally audited within one to two years, depending on complexity and size. We have defined our regulations for Responsible Care audits in a global Group requirement. During our audits, we create a safety and environmental profile that shows if we are properly addressing the existing hazard potential. If this is not the case, we agree on measures and monitor their implementation, for example, with follow-up audits. ■ 152 safety, security, health and environmental protection audits performed ■ Global directives and standards for safety, security, health and environmental protection For more information on Responsible Care®, see basf.com/en/responsible-care We set ourselves ambitious goals for safety and security, and health and environmental protection. We regularly conduct audits to moni- tor our performance and progress. We assess the potential risks and weaknesses of all our activities – from research and production to logistics and the effects of these on the safety and security of our employees, the environment or our surroundings. In our data- bases, we document accidents, near misses and safety-related incidents at our sites as well as along our transportation routes to learn from these; appropriate measures are derived according to specific cause analyses. BASF's Responsible Care Management System comprises the global directives, standards and procedures for safety, security, health and environmental protection for the various steps along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distribution of our products as well as our customers' application of the products. Specifications for implementing these measures are laid out in binding directives that are introduced in consultation with employee representatives. These describe the relevant responsibili- ties, requirements and assessment methods. Our policies and requirements are constantly updated. We also maintain a dialog with government institutions, associations and other international organizations. ■ Regular audits to monitor performance and progress Responsible Care Management System [The protection of people and the environment is our top priority. Our core business - the development, production, processing and transportation of chemicals demands a responsible approach. We systematically address risks with a comprehensive Responsible Care Management System, which is continually being further developed. We expect our employees and contractors to know the risks of working with our products, substances and plants and handle these responsibly. - CUSTOMERS BASF SUPPLIERS Responsible Care Management System Audits Our Responsible Care audit system complies with the ISO 19011 standard and is certified according to ISO 9001. Worldwide, 183 BASF production sites are certified in accordance with ISO 14001 and EMAS (Eco-Management and Audit Scheme) (2018: 181). In addition, 53 sites worldwide are certified in accordance with OHSAS 18001 (2018: 53). BASF Report 2019 5 Overviews Sourcing mineral raw materials responsibly is important to BASF. We procure a number of mineral raw materials, such as precious metals, which we use to produce mobile and process emissions catalysts and battery materials. We support our customers by tracking the origins of minerals as defined in the Dodd-Frank Act - including tin, tantalum, tungsten, their ores and gold - to see if they come from mines in conflict regions in suspicious cases. We reserve the right to have suppliers audited and, if necessary, terminate our business relationship. Our suppliers have confirmed to us that they do not source minerals matching this definition of conflict minerals from the Democratic Republic of Congo or its neighboring countries. We intend to implement the E.U. Conflict Minerals Regulation published in 2017 by the 2021 deadline. The E.U. regulation defines supply chain due diligence for importers and processors of certain mineral raw materials originating from conflict regions and high-risk areas. In addition to responsible procurement of "conflict minerals," BASF is committed to a responsible and sustainable global supply chain for cobalt and mica. BASF does not purchase cobalt from artisanal mines in the Democratic Republic of Congo and aims to avoid this in the supply chain as well. In accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, we have analyzed our supply chains for cobalt for battery materials and conduct audits based on a specific risk assessment. BASF and Nornickel have signed a long-term supply agreement for nickel and cobalt from Nornickel's metal refinery in Finland. The agreement ensures locally sourced and secure supply of raw materials for battery production in Europe. BASF continues to be actively involved in the World Economic Forum's Global Battery Alliance (GBA), which it co-founded in 2017. The GBA has around 70 members, who are committed to creating a socially responsible, ecological, economically sustainable and innovative value chain for batteries. The Responsible Cobalt Initiative (RCI) was re-established in 2019 with a focus on China. It remains an important partner for us. BASF joined the Responsible Minerals Initiative in December 2019 to systematically promote supply chain transparency for conflict materials and cobalt. We also continue to be involved in Cobalt for Development, a joint pilot project launched in 2018 with BMW, Samsung SDI, Samsung Electronics and the German governmental agency for international cooperation (Gesellschaft für Internationale Zusammenarbeit, or GIZ). The companies tasked GIZ with setting up a three-year pilot mining project to identify how to improve working conditions in artisanal mines, as well as living conditions in the surrounding communities in the Democratic Republic of Congo. Together with authorities in the province of Lualaba, the project has selected a legal artisanal mine site 20 kilometers south of Kolwezi to pilot the approach. GIZ is working together with the international nongovernmental organizations IMPACT and Good Shepherd Inter- national Foundation/Bon Pasteur on the first activities in Lualaba. BASF uses raw mica as well as mica-based effect pigments. Our demand is largely met with mica from our own mine in Hartwell, Georgia. Some of our businesses source exclusively from this mine. We require our mica suppliers to comply with internationally recognized standards, including the prohibition of child labor. As a member of the Responsible Mica Initiative, BASF is actively working to ban child labor in the mica business. The initiative aims to eradicate child labor and unacceptable working conditions in the mica supply chain in India. Automotive catalytic converters contain valuable precious metals like platinum, palladium and rhodium. They help to eliminate engine emissions such as carbon monoxide. The recycling of spent auto- motive catalysts is a complex process that enables the re-use of their precious metals. BASF recycles the platinum group metals (PGMs) contained in scrap automotive catalytic converters and chemical catalysts. All of the metal we recover is used to supply our mobile emissions catalysts and chemical and process catalysts businesses. For more information on BASF's agreement with Nornickel, see page 81 For more information on the Cobalt for Development project, see basf.com/cobalt-initiative In the BASF Group in 2019, 137 environmental and safety audits were conducted at 90 sites (2018: 126 audits at 84 sites). The focus was on auditing sites based on the level of risk. For production plants with a medium and high hazard potential, we additionally conducted 42 short-notice audits at 33 sites (2018: 44 audits at 38 sites). We audited 15 sites with respect to occupational medicine and health protection in 2019 (2018: 22). In addition, 15 health performance control visits were conducted at sites with low to medium health risks (2018: 34). The new sites from the businesses acquired from Bayer in 2018 will be evaluated in 2020 using a sim- plified audit process following a risk assessment.] 107 About This Report 1 To Our Shareholders 2 Management's Report Responsible Care Management System 3 Corporate Governance 4 Consolidated Financial Statements Environmental Protection, Health and Safety For more information on occupational safety and health protection, see page 109 onward We stipulate mandatory global standards for safety, security, and environmental and health protection. A worldwide network of experts ensures these are implemented. As part of our continuous improvement process, we regularly monitor progress toward our goals. 2019 4 3 Corporate Governance 2 Management's Report Safety in production 1 To Our Shareholders About This Report 109 BASF Report 2019 1 Hours worked by BASF employees, temporary employees and contractors Furthermore, our training center at the Ludwigshafen site in Germany has offered continual further education on diverse safety and security topics for employees and contractors since 2010. Some 11,800 participants received training there in 2019. In addition to the legally required briefings, we also held training courses on safe procedures in 2019 to strengthen risk awareness among our employees and contractors and prevent work-related accidents. ≤0.1 per 200,000 working hours Reduction of worldwide lost-time injury rate 2025 target Our aim is to reduce the worldwide lost-time injury rate to no more than 0.1 per 200,000 working hours¹ by 2025. To prevent work- related accidents, we encourage and promote risk-conscious behavior and safe working practices for every individual, learning from incidents and regular exchange of experiences. We are constantly refining and enhancing our requirements. ■ Employees and contractors worldwide instructed on safe behavior ■ New tools to prevent work-related accidents Consolidated Financial Statements Occupational safety 5 Overviews Improving health and safety with digitalization Mineral raw materials 110 BASF Report 2019 1 Hours worked by BASF employees, temporary employees and contractors We are constantly working to increase the availability of our plants and determine the right point in time for maintenance measures and revamping/refurbishment. The aim is to further reduce unscheduled shutdowns. To achieve this, we launched a digitalization project in 2017, which was first implemented in 2018 at a number of plants in Ludwigshafen, Germany, and then extended in 2019 to further plants in Ludwigshafen a well as in Schwarzheide, Germany, and Antwerp, Belgium. We want to roll the project out worldwide in 2020. We use the number of process safety incidents (PSI) per 200,000 working hours as a reporting indicator. We have set ourselves the goal of reducing process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025. In 2019, we recorded 0.3 process safety incidents per 200,000 working hours worldwide (2018: 0.3). We pursue continual improvement by investigating every incident in detail, analyzing causes and using the findings to derive suitable measures. In addition, training methods are continually refined and enhanced to increase risk awareness. ≤0.1 process safety incidents per 200,000 working hours Reduction of worldwide 2025 target In order to maintain the highest level of safety at our plants across their entire life cycles, we verify that our protection concepts, safety reviews and resulting safety measures have been carried out in all our plants at timely intervals based on risk potential. We regularly update our plants' safety and security concepts in line with changing technologies and as necessary. Our global process safety standards provide the framework for the safe construction and operation of our plants as well as the protec- tion of people and the environment. Our experts have developed a plant safety concept and implementation check for every plant that considers the key aspects of safety, health and environmental protection - from conception to startup - and stipulates specific protection measures. Process safety is a core part of safe, effective and thus sustainable production. We meet high safety standards in the planning, construction and operation of our plants around the world. These meet and, in some cases, go beyond local legal requirements. ■ Regular review of plant safety concepts and performance of implementation checks and safety-related measures ■ Global initiatives to reduce process safety incidents ■ Network of experts and global training methods foster dialog Process safety In 2019, 0.3 work-related accidents per 200,000 working hours¹ occurred at BASF sites worldwide (2018: 0.3). The proportion of chemical-related accidents rose slightly to 7% (2018: 6%). Unfortunately, there was one fatal work-related accident in 2019 (2018: 3). In October, an employee of BASF Polska Sp. z o.0. succumbed to injuries sustained from falling down the stairs during a business event outside of company premises. BASF is supporting the relevant authorities in their investigation into the circumstances and cause of the accident. We use the findings to take appropriate measures to prevent this from happening again. Such measures include regular information and awareness campaigns. For more information on occupational safety, see basf.com/occupational_safety Digitalization and the associated innovative technologies open up numerous new opportunities for us to improve occupational safety, make safety training more realistic and effective, and better link medical care around the world. In 2019, we therefore held workshops to enable internal safety experts from various disciplines to brainstorm ideas together and develop solutions. The remarkable number of suggestions - around 300 - shows the enormous potential of digitalization for health and safety. Many of the ideas are feasible and we are working on their implementation. Examples include projects to detect whether a person is wearing personal protective equipment, to locate missing persons in an emergency, virtual reality training for the fire department or telemedicine applications. Since 2018, Digital Lunch@EHS events have been held several times a year to keep experts and employees from the business units up to date with the latest developments, present progress made, inspire new applications and strengthen dialog. D-BASF Costs and provisions for environmental protection in the BASF Group Million € For more information on the global safety initiative, see basf.com/global-safety-initiative Our global safety initiative was established in 2008 and plays a key role in the ongoing development of our safety culture. With around 1,000 events at 325 sites, the focus of our Global Safety Days in 2019 was "Safe choices become safe habits." Around the globe, 80,000 participants took the opportunity to learn about practical examples and gain valuable insights around risk-aware behavior and conscious decision-making. Around 7,500 employees and contrac- tors registered to participate at the Ludwigshafen site alone. The events offered centrally were therefore 90% booked out. This 2 Management's Report Safety in production 1 To Our Shareholders About This Report 108 BASF Report 2019 For more information, see the Notes to the Consolidated Financial Statements on pages 230 and 260 639 a Investments comprise end-of-pipe measures as well as integrated environmental protection measures. b Values shown refer to December 31 of the respective year. 654 Provisions for environmental protection measures and remediation 277 328 Investments in new and improved environmental protection plants and facilitiesa Operating costs for environmental protection 1,077 1,035 2018 3 Corporate Governance involvement and lively discussion make a major contribution to the safety culture. 4 5 Overviews ■ Focus of Global Safety Days: "Safe choices become safe habits" Global safety initiative Based on our corporate values, leaders serve as safety role models for our employees. Environmental protection, health, safety and security are discussed with newly appointed senior executives. Senior executives with a particular responsibility for such topics, for example in production, also receive specific further training to be able to meet their responsibilities. By 2022, we will introduce digital solutions and applications at more than 350 of our plants to further increase the safety, security, planning capability and availability of our plants. For example, augmented reality solutions will support daily operations by providing direct, fast access to the required information with mobile end devices and apps. Other digital solutions will enable us to perform predictive maintenance or efficiently simulate maintenance and pro- duction processes in digital plant models. also promote regular dialog across different sites to strengthen risk awareness among our employees and contractors, to learn from examples of good practice and in this way, continually develop our safety culture. We analyze accidents, incidents and their causes in detail at a global level to learn from these. Hazard analyses and the risk minimization measures derived from them are an important prevention tool. We We promote risk awareness for every individual with measures such as systematic hazard assessments, specific and ongoing qualifica- tion measures and global safety initiatives. The safety of our employees, contractors and neighbors, and protec- ting the environment is our top priority. This is why we have set ourselves ambitious goals for occupational and process safety as well as health protection. ■ Comprehensive incident analyses and global experience and information exchange ■ Strengthening risk awareness ■ Global safety standards Strategy For occupational and process safety as well as health and environmental protection and corporate security, we rely on comprehensive preventive measures and expect the coopera- tion of all employees and contractors. Our global safety and security concepts serve to protect our employees, contrac- tors and neighbors, to prevent property and environmental damage, and to protect information and company assets. CUSTOMERS BASF SUPPLIERS Safety in production] Consolidated Financial Statements 5 Overviews In 2019, around 5.3% of the raw materials we purchased worldwide were from renewable resources. To make the use of these materials more competitive, we work on product innovations based on renewable raw materials as well as on enhancing production pro- cesses. We also further established our biomass balance approach on the market in 2019. This approach aims to replace natural gas and naphtha at the beginning of the value chain with biomethane and bio-naphtha from certified sustainable production. Should a customer select a biomass balanced product, the proportion of 3 Corporate Governance Share of relevant spend covered by sustainability evaluations 2025 target Due to the size and scale of our supplier portfolio, our suppliers are evaluated based on risk, including both country and industry- specific risks. We actively promote sustainability in the supply chain and have set ourselves ambitious targets for this: By 2025, we aim to have conducted sustainability evaluations for 90% of the BASF Group's relevant spend² and will develop action plans where improvement is necessary. We will work towards having 80% of suppliers improve their sustainability performance upon re-evalua- tion. In 2019, 81% of the relevant spend had been evaluated. Of the suppliers re-evaluated in 2019, 52% had improved. The global targets are embedded in the personal goals of persons responsible for procurement. Our partnerships with suppliers are based on mutual value creation, as well as a reliable supply of raw materials, technical goods and services at competitive prices.1 We work together in an open and transparent way to generate long-term benefits for both sides. In doing so, we create value added that goes above and beyond procurement alone. For example, we develop solutions to target market-specific customer requirements together with our suppliers. Our sustainability-oriented supply chain management contributes to risk management by clarifying our expectations and standards for our suppliers, and by supporting them in carrying out our require- ments. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development transparent to us. ■ New goals for sustainability evaluations of relevant spend ■ Sustainability-oriented supply chain management Strategy 2025 target Our objective is to secure competitive advantages for BASF through professional procurement structures. Our suppliers are an important part of our value chain. Together with them, we aim to create value and minimize risks. BASF SUPPLIERS Supplier Management] r Responsible Conduct Along the Value Chain 5 Overviews Consolidated Financial Statements CUSTOMERS Percentage of suppliers with improved sustainability performance upon re-evaluation 90% 80% Training and partnerships 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Supplier Management 1 To Our Shareholders About This Report 102 BASF Report 2019 2 We understand relevant spend as procurement volumes with relevant suppliers. We define relevant suppliers as Tier 1 suppliers showing an elevated sustainability risk potential as identified by our risk matrices and our purchasers' assessments. We also use further sources of information to identify relevant suppliers such as evaluations from Together for Sustainability (TFS), a joint initiative of chemical companies for sustainable supply chains. 1 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. A registration portal incorporating our Supplier Code of Conduct was introduced in 2019 for all suppliers of technical goods, services and investment goods. In 2019, 1,596 new suppliers committed to our values via the portal. We specifically ask new raw materials suppliers to commit to the values of our Supplier Code of Conduct. Companies that do not accept our values are not taken on as new suppliers. New suppliers are selected and existing suppliers are evaluated not only on the basis of economic criteria, but also environmental, social and corporate governance standards. Our Supplier Code of Conduct is founded on internationally recognized guidelines, such as the principles of the United Nations' Global Compact, the U.N. Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) conventions and the topic areas of the Responsible Care initiative. The Code of Conduct covers compliance with human rights, labor and social standards, and antidiscrimination and anticorruption policies in addition to protecting the environment. ■ Global Supplier Code of Conduct What we expect from our suppliers Our more than 75,000 Tier 1 suppliers play a significant role in value creation at our company. We work in long-term partnership with companies from different industries around the world. They supply us with raw materials, chemicals, investment goods and consum- ables, perform a range of services and are innovation partners. We acquired raw materials, goods and services for our own production worth approximately €34.5 billion in 2019. There were no substantial changes to our supplier structure. Worldwide procurement 4 3 Corporate Governance 2 Management's Report Supplier Management To Our Shareholders Location of company Income from operations by region North America 28% €59,316 million Asia Pacific 23% South America, Africa, Middle East 6% Location of company Sales by region 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Regional Results To Our Shareholders 1 About This Report 4 Consolidated Financial Statements South America, Africa, Middle East 7% In Brazil, we trained employees from 81 suppliers on topics such as how the United Nations' Sustainable Development Goals (SDGs) can be implemented. We trained employees from 49 suppliers in 2019 as part of a local partnership with the East China University of Science and Technology in Shanghai. Asia Pacific 27% North America 17% About This Report 101 BASF Report 2019 At €302 million, EBIT in the region South America, Africa, Middle East exceeded the prior-year figure by €125 million. We consider- ably improved earnings in almost all segments, especially in the Agricultural Solutions segment as a result of higher sales volumes, and in the Chemicals and Surface Technologies segments. Companies in Africa and in the Middle East posted a slight sales decrease overall. Higher volumes could not completely offset lower prices and negative portfolio effects. In South America, 2019 was a year dominated by economic and political challenges. Nevertheless, BASF increased sales volumes in all segments, especially in the Agricultural Solutions segment. This was primarily attributable to the positive contribution from the seed businesses acquired from Bayer. In the Nutrition & Care and Materials segments, sales volumes were likewise considerably above the prior-year level. A higher price level in all segments except Materials and Chemicals, particularly in the Agricultural Solutions segment, also contributed to sales growth. Portfolio effects had a positive impact on sales. This more than offset negative currency effects. Sales at companies located in the region South America, Africa, Middle East increased by 14% compared with 2018 to €3,806 million. In local currency terms, sales exceeded the prior-year figure by 18%. This was mainly due to considerable sales growth in the Agricultural Solutions segment. The Surface Technologies, Nutri- tion & Care and Chemicals segments also posted higher sales. Negative sales developments in the Industrial Solutions and Mate- rials segments had an offsetting effect. ■ Sales growth of 14% to €3,806 million ■ EBIT 71% higher at €302 million South America, Africa, Middle East We aim to further increase the share of local production in Asia Pacific. We again made progress toward this goal: In Nanjing, China, for example, we expanded the production capacity for inter- mediates. Our investments in production facilities as well as in research and development serve to bring products to market for our local and global customers in this fast-growing region. In late November 2019, the official groundbreaking ceremony was held for the first plants at the planned integrated Verbund chemical production site in Zhanjiang in the southern Chinese province of Guangdong. The first plants will produce engineering plastics and thermoplastic polyurethane (TPU) to serve the growing demand in various growth industries in Asia, including in the southern Chinese market. We are also evaluating the construction of a chemical complex in Mundra, India, in cooperation with ADNOC, Adani and Borealis. EBIT in the region declined by €711 million year on year to €1,082 million. This was primarily due to the considerable decrease in EBIT in the Materials segment. The contribution from the Chemi- cals segment was also significantly lower, while EBIT in the Agricul- tural Solutions segment was at the prior-year level. By contrast, EBIT rose considerably in the Industrial Solutions, Surface Tech- nologies and Nutrition & Care segments. The decline in sales was due to lower prices in almost all segments, but especially in the Materials segment. By contrast, prices in the Surface Technologies segment were well above the prior-year level. Currency effects had a positive impact across the board. We increased volumes slightly with higher sales volumes in the Nutri- tion & Care, Surface Technologies and Agricultural Solutions seg- ments. Overall, portfolio measures did not have any impact. The transfer of BASF's paper and water chemicals business to the Solenis group dampened developments in the Industrial Solutions segment, while the acquisition in the Agricultural Solutions segment had a positive impact on sales. Sales at companies headquartered in the Asia Pacific region declined by 1% to €13,384 million in 2019. In local currency terms, sales were down 3% from the prior-year level. This was mainly due to lower sales in the Materials segment. Sales also decreased considerably in the Industrial Solutions and Chemicals segments. Considerable sales growth in the Surface Technologies, Nutrition & Care and Agricultural Solutions segments was unable to compen- sate for this. 49% Europe 43% Europe ■ Sales 1% below previous year at €13,384 million ■ EBIT declines 40% to €1,082 million Asia Pacific €4,052 million BASF is one of 11 founding members of the econchain - German Business Initiative for Sustainable Value Chains initiative coordinated by the German sustainability network econsense. As part of this initiative, we help suppliers to improve their sustainability perfor- mance through training. Following successful pilot supplier training, which we started in 2018 in China and Mexico and completed in 2019, the concept was enhanced and refined to roll out the training further in 2020. 1 For more information on decent work in global supply chains, see page 40 For more information on supplier training from econsense, see econchain.de/en 4 3 Corporate Governance 2 Management's Report Raw Materials 1 To Our Shareholders About This Report 105 BASF Report 2019 Consolidated Financial Statements ■ Numerous projects and cooperative ventures to improve sustainability along the value chain ☐ For more information, see basf.com/en/chemcycling In the future, chemical recycling can help to reduce the amount of plastic waste that is disposed of in landfill or burned to produce energy. Chemical recycling complements mechanical recycling and is particularly suited to recycling mixed plastics or plastics with residues. In 2019, BASF invested €20 million in Quantafuel AS, a start-up based in Oslo, Norway, that specializes in the pyrolysis of mixed plastic waste and the purification of the resulting oil. BASF is providing technical support in the startup of Quantafuel's com- mercial plant in Skive, Denmark. Together, the partners are also developing further the chemical recycling technology used by Quantafuel an integrated pyrolysis and purification process. The aim is to optimize the products for use as raw materials in the chemical industry. At a workshop in Ludwigshafen, Germany, we discussed with more than 90 recycling and standardization experts how the mass balance approach can be standardized to drive forward circular economy models. The starting point for discussions was a white paper from the CE100 (Circular Economy 100) initiative of the Ellen MacArthur Foundation, to which BASF sustainability experts had also contributed. the raw material. We aim to minimize these raw material-specific risks with measures, projects and targeted involvement in sustain- ability initiatives in the relevant value chains. In the pilot phase of the ChemCycling TM project, BASF presented - together with customers from various industries – prototypes made from chemically recycled materials, including mozzarella packaging, transparent refrigerator elements and insulation boxes. To do this, our partners use thermochemical processes to trans- form plastic waste into secondary raw materials such as pyrolysis oil. We can feed these into our production Verbund at the beginning of the value chain, reducing the use of fossil raw materials. The percentage of recycled materials can be allocated to certain products manufactured in the Verbund using a mass balance approach and we can offer our customers certified products. These are indistinguishable from products manufactured from fossil feedstock. Renewable resources renewable feedstock to be used is calculated based on the formula- tion. The calculation model is certified by an independent third party (TÜV Süd). In June 2019, BASF switched from TÜV Süd to the chemical industry's REDcert2 standard for the certification of its biomass balanced products. Our Verbund production ensures that the characteristics and quality of all end products remain unchanged and that our customers can use them as usual. This method has already been applied to more than 80 BASF products for example, for superabsorbents, dispersions, plastics such as polyamides and polyurethanes, and for intermediates available on the market as "drop-in products." These can be used in place of previously employed products in the production process without having to change the process itself. Palm oil, palm kernel oil, and their derivatives are some of our most important renewable raw materials. We aim to ensure that these raw materials come from certified sustainable sources, and actively support the Roundtable on Sustainable Palm Oil (RSPO). In 2019, we published our third progress report - the BASF Palm Progress Report for greater transparency in the value chain. Based on our voluntary commitment to sustainably source palm oil products, we purchased 140,400 metric tons of certified palm kernel oil in 2019. This represents around 83.5% of our total volume of palm kernel oil. 2 Management's Report Raw Materials In addition, we instructed 229 BASF employees with procurement responsibility on sustainability-oriented supplier management and responsible procurement. This strengthens employee awareness to identify and minimize potential risks in the supply chain. 1 To Our Shareholders About This Report 106 BASF Report 2019 For more information on our voluntary commitment to palm oil products and the Palm Progress Report, see basf.com/en/palm-dialog For more information on renewable resources, see basf.com/renewables There is a growing demand for sustainably produced castor oil, but there are no standards defined and adopted across the globe that can certify the same. Castor beans are mainly grown by Indian smallholders and there are few incentives for the producers to comply with the generally accepted quality standards. The Sustain- able Castor Initiative - Pragati, a joint initiative established by BASF together with Arkema, Jayant Agro and Solidaridad, made further progress in 2019. With the initiative, the project members aim to improve the economic situation of castor oil farmers and their workers in India. Smallholders are trained and audited based on a sustainability code to optimize their yields, reduce the impact on the environment and be able to offer certified sustainable castor oil on the global market. BASF can start procuring sustainably produced, certified castor oil from 2020 onward. Based on the total volume required, we want to increase the share of sustainably produced castor oil over the long term. Since the project was initiated, more than 3,000 smallholders and over 5,000 hectares of land have been certified for sustainable castor cultivation. The smallholders certified under the program have been able to increase their yields by at least 50% compared with the 2016 baseline. The project has been extended for another three years, from 2019 to 2022. improve the livelihood of coconut farmers in the Philippines and Indonesia. Thanks to the initiative, the first certified sustainable coconut oil was produced in the Philippines in 2018. Between November 2015 and October 2019, more than 4,100 coconut farmers were trained in Good Agricultural and Practices and farm management. About 1,600 farmers received additional training and were certified according to the Rainforest Alliance Sustainable Agriculture Standard. Farmers who were trained and certified earn 47% more on average than farmers who did not participate in the program. BASF cooperates with Cargill, Procter & Gamble and the German governmental agency for international cooperation (Deutsche Gesellschaft für Internationale Zusammenarbeit GmbH) in a develop- ment partnership under the develoPPP.de program commissioned by the German Federal Ministry for Economic Cooperation and Development to establish a certified coconut oil supply chain and BASF, The Estée Lauder Companies and the RSPO have also partnered with Solidaridad to promote sustainable palm oil and palm derivatives production in the Indonesian province of Lampung. The project supports around 1,000 independent smallholders to improve their livelihoods and their sustainable production of palm oil and palm kernel oil. The project's target is that a minimum of one-third of the supported smallholder farmers become certified according to the RSPO Smallholder Standard in three years. BASF and Henkel have cooperated with the development organi- zation Solidaridad since 2016 to more closely involve smallholder farmers in Indonesia and improve their living conditions. Small- holders complete farming and environmental training as part of the Farmer Field School initiative, with a focus on efficient and sustain- able growing practices and health and safety standards. Between the start of the project in 2016 and June 2019, a total of more than 2,000 smallholders have completed a training program as part of the Farmer Field School initiative. In addition, our BASF Palm Sourcing Policy addresses the require- ments for protecting and preserving forests and peatland, as well as the involvement of local communities. At the same time, we are stepping up our efforts to improve transparency and traceability in the supply chain. We were most recently able to trace 90% of our overall oil palm exposure. commitment will be expanded to include the most important inter- mediate products based on palm oil and palm kernel oil; these include fractions and primary oleochemical derivatives as well as edible oil esters. Demand for certified products increased significantly again. As a result, in 2019 we increased sales volumes of certified palm oil and palm kernel oil-based products for the cosmetics and detergent and cleaning industries by more than 40% compared with the previous year. We are expanding our offering of certified sustainable products in accordance with the RSPO's Mass Balance supply chain model. This helps our customers to meet their obligations to customers, consumers and stakeholders. BASF continues to drive forward the RSPO supply chain certification of our sites for cosmetic ingredients. In 2019, 24 production sites worldwide were RSPO certified. Our goal is to only source RSPO certified palm oil and palm kernel oil by 2020, provided it is available on the market. By 2025, this voluntary - Recycling is becoming increasingly important due to the growing sustainability requirements in the markets and regulatory devel- opments. The ChemCycling TM project launched by BASF in 2018 aims to manufacture products from chemically recycled plastic waste on an industrial scale. The ChemCycling TM project 5 Overviews We strive to procure responsibly and use raw materials efficiently. That is why we take an interest in our suppliers, their products and the entire supply chain. The Verbund system is an important component of our resource efficiency concept: The by-products of one plant often serve as feedstock elsewhere, helping us to use raw materials more efficiently. We also contribute to the circular economy with our ChemCycling TM project (see box on the right). 4 3 Corporate Governance 2 Management's Report Supplier Management 1 To Our Shareholders About This Report 103 1 In 2012, an extended strike at a mine formerly operated by Lonmin Plc, London, UK, in Marikana, South Africa, culminated in a violent confrontation between mine workers and armed South African police. Employees of the platinum supplier Lonmin were among the fatalities. Ownership of the Marikana mine was transferred to Sibanye-Stillwater with its acquisition of Lonmin. BASF reviewed and assessed the issues raised at the platinum supplier Lonmin Plc,1 London, United Kingdom, in connection with the events in Marikana, South Africa. Lonmin was acquired by Sibanye-Stillwater on June 10, 2019. BASF initiated a dialog with Sibanye-Stillwater at an early stage on the results of the two audits Consolidated Financial Statements The audits conducted over the past few years have identified some deviations with respect to environmental, social and corporate governance standards, for example in waste and wastewater management, deviations in occupational safety measures and standards under labor law. Follow-up assessments in 2019 found, for example, that hazardous materials were stored correctly, waste- water was treated properly, there were sufficient emergency exits and trained emergency teams, and that labor laws were complied with. In 2019, none of our audits identified any instances of child labor or dangerous work and overtime performed by persons under 18. Further audits will be conducted at two suppliers due to lack of documentation. For more information on Together for Sustainability, see basf.com/en/together-for-sustainability another review according to a defined timeframe based on the sustainability risk measured. BASF reserves the right to discontinue any business relationship for non-adherence to international princi- ples, failure to correct violations, or for displaying patterns of non- compliance with these standards. This did not occur in any case in 2019. We use this approach to evaluate suppliers with a potential sustainability risk at least every five years. The approach itself is regularly reviewed to identify possibilities for optimization. For more information on raw materials, see page 105 Using TFS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. A total of 81 raw material supplier sites were audited on sustainability standards on our behalf in 2019. We also received sustainability assessments for 537 suppliers from an external service provider. If we identify potential for improvement, we support suppliers in developing measures to fulfill our standards, such as providing training on environmental, social and corporate governance topics. We conduct BASF is a founding member of the Together for Sustainability (TFS) initiative of leading chemical companies for the global standardiza- tion of supplier evaluations and auditing. With the help of TfS, we promote sustainability in the supply chain. The initiative aims to develop and implement a global program for the responsible supply of goods and services and improve suppliers' environ- mental and social standards. The evaluation process is simplified for both suppliers and TfS member companies by a globally uniform questionnaire. The 22 members of the initiative conducted a total of 4,197 sustainability assessments - including both initial and follow-up assessments - and 309 audits in 2019. Tfs has developed training for suppliers that already have a sustainability rating but have potential for improvement in environmental, social and corporate governance. In 2019, more than 200 participants attended training on this topic in China. ■ Risk-based approach with clearly defined internal follow-up processes In 2019, BASF purchased a total of around 30,000 different raw materials from more than 7,000 suppliers. Important raw materials (based on volume) include naphtha, liquid gas, natural gas, benzene and caustic soda. In addition to fossil resources, we also employ renewable raw materials. We use these to manufacture products that either cannot be made with fossil resources, or only at signifi- cantly greater effort, for example. In addition, our biomass balance approach enables us to allocate renewable raw materials to many of the products in our portfolio. Independent certification confirms that we have replaced the fossil feedstock needed for the sold biomass balance product with renewable resources. Products manufactured using this approach are indistinguishable from those produced solely from fossil raw materials. As for fossil raw materials, we also consider how renewable raw materials impact sustainability topics along the value chain. As well as positive effects like saving green- house gas emissions, these can also have negative effects on areas such as biodiversity, land use or working conditions, depending on ■ Together for Sustainability initiative aims to harmonize and standardize supplier assessments and audits Evaluating our suppliers Audit results 5 Overviews BASF Report 2019 of Lonmin in 2015 and 2017 and the measures arising from these. In January 2020, a full mining-specific re-audit was performed in accordance with the standards of the chemical industry's "Together for Sustainability" (TFS) initiative to re-evaluate the situation and identify current need for action. Sibanye-Stillwater is a member and supporter of the International Platinum Group Metals Association (IPA) sustainability initiative that was co-founded by BASF. Under this initiative, the most important platinum mines and fabricators in South Africa and their customers - like BASF - are working to improve local living and working conditions. Measures include conducting comprehensive sustainability audits in the South African platinum group metals sector and exchanging factors for success. BASF continued its regular dialog with local stakeholder groups in 2019. Strategy CUSTOMERS BASF SUPPLIERS Raw Materials 5 Overviews Consolidated Financial Statements 4 Responsible resource management is an integral part of our strategy. It is applied within the company through our Verbund concept, our innovative products and the use of renewable raw materials. In the search for alternative raw materials, we employ solutions that contribute to sustainability. 2 Management's Report Raw Materials 1 To Our Shareholders About This Report 104 BASF Report 2019 see basf.com/en/marikana 3 Corporate Governance For more information on the supplier relationship with the Sibanye-Stillwater mine, Energy supply of the BASF Group 2019 Electricity supply Internally generated 68% Electricity 14.8 million MWh 2018 baseline -10 -8 -6 -4 -2 Purchased 32% 2019 Energy and climate protection Greenhouse gas emissions from BASF operations (excluding sale of energy to third parties) compared with baseline 2018 1 To Our Shareholders 5 Overviews Consolidated Financial Statements 4 2 Management's Report 3 Corporate Governance 2 % 4 Total: 8 10 30.0 million MWh About This Report Natural gas 40.3 million MWha 16.6% Steam 2.2% 0.2% 6 81.0% a Conversion factor: 0.75 MWh per metric ton of steam Internally generated 48% Waste heat 46% 0.574 Specific greenhouse gas emissions from BASF operations² Metric tons of CO2 equivalents per metric ton of sales product¹ 0.577 Specific greenhouse gas emissions in 2019 amounted to 0.574 metric tons of CO2 equivalents per metric ton of sales product, 0.5% lower than in the previous year. Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations by 49.9% and even reduce specific emis- sions by 75.0%. Purchased 6% Steam supply Fossil and residual fuels used for own generation in power plants of the BASF Group 117 HFC (hydrofluorocarbons) Scope 2d e Includes sales to BASF Group companies; As a result, emissions reported under Scope 2 can be considered twice in some cases. f Emissions are reported separately from Scope 1 and Scope 2 in accordance with the Greenhouse Gas Protocol. 0.025 0.677 0.598 17.025 15.855 2018 2019 Total CO2 Sale of energy to third parties (Scope 1)e Total after offsetting Offsetting CO2 Total CH4 (methane) N2O (nitrous oxide) CO2 (carbon dioxide) Scope 1c Heating oil 0.1 million MWh 0.027 BASF Report 2019 0.082 3.519 C Emissions of N₂O, CH4 and HFC have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 2007, erratal table 2012. HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. d Market-based approach. Under the location-based approach, Scope 2 emissions were 3.747 million metric tons of CO2 in 2018 and 3.552 million metric tons of CO2 in 2019. a BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. b We have changed the method used to calculate the relevant environmental indicators compared with the previous year. Further information can be found on page 116. The figures for 2018 have been adjusted according to the new method. n/a 0.004 CO₂ Use of biomass In 2019, the emissions reported under this target amounted to 20.1 million metric tons of CO2 equivalents, a decrease of 8.2% compared with the previous year (2018: 21.9 million metric tons of CO2 equivalents). This is primarily attributable to shutdowns of large- scale plants for maintenance work, among other reasons. In addi- tion, energy supply agreements were updated and measures to increase energy efficiency and optimize processes were imple- mented. We expect emissions for 2020 to increase to the 2018 level, due among other factors to fewer scheduled major shutdowns and the acquisition of Solvay's polyamide business. constant 22.660 20.842 0.773 0.763 21.887 20.079 0 0 21.887 20.079 4.067 0.091 Coal 4 Transport Residual fuels 6.2 million MWh 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 119 BASF Report 2019 Examples of Accelerator solutions are our expandable polystyrene granulates (EPS) StyroporⓇ and NeoporⓇ. Both products are used to insulate buildings and help to save heating energy and reduce carbon emissions. NeoporⓇ contains particles of graphite. This - Our climate protection products offer our customers solutions to avoid greenhouse gas emissions over their entire lifecycle as compared with reference products. The systematic analysis we conduct on our portfolio Sustainable Solution Steering (see page 38) - rates the use of these Accelerator solutions as particularly good with respect to climate protection and energy. The greenhouse gas emissions arising before and after BASF's activities in the value chain (Scope 3 in accordance with the Green- house Gas Protocol) amounted to around 100 million metric tons of CO2 equivalents in 2019 (2018: 118 million metric tons of CO2 equivalents). The significant decrease compared with the previous year is attributable to the deconsolidated oil and gas business, which is no longer included in the carbon footprint as of 2019. However, this decrease is partly offset by a new methodological approach to calculate the emissions from the disposal of our products. These emissions are estimated based on a closed carbon cycle, taking into account regional disposal methods. BASF has published a comprehensive corporate carbon footprint since 2008. This reports on all greenhouse gas emissions along the value chain. It also shows, on the basis of selected climate protec- tion products, the emissions avoided through the use of these products. ■ Customers' use of BASF climate protection products avoids greenhouse gas emissions ■Reporting on greenhouse gas emissions along the entire value chain Carbon footprint and climate protection products We also rely on locally available sources to supply our sites with energy. We are increasingly incorporating the use of renewable energies, especially purchasing electricity. Our research also contributes to increasing the efficiency of technologies for the use of renewable energy sources. We further improved the resource and energy consumption of our production in numerous projects around the world in 2019. At the Verbund site in Ludwigshafen, Germany, for example, we were able to save considerable amounts of steam and therefore primary energy with predictive, model-based process control systems at two production plants. Process improvements at many other sites have also led to savings in steam, electricity and fuel. The Verbund system is an important component of our energy efficiency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, the Verbund saved us around 19.2 million MWh in 2019, which translates to 3.9 million metric tons less CO2 released into the environment. With combined power and steam generation as well as our optimized Energy Verbund, we were thus able to prevent a total of 6.4 million metric tons of carbon emissions in 2019. 31.6 million MWh Energy saved in 2019 by the Verbund and combined heat and power generation 4 Gas and steam turbines in combined heat and power plants enable us to fulfill more than 70% of the electricity demand of the BASF Group. Compared with separate methods of generating steam and electricity, we saved 12.4 million MWh of fossil fuels and prevented 2.5 million metric tons of carbon emissions in 2019. In 2019, internally generated power in the BASF Group had a carbon footprint of around 0.26 metric tons of CO2 per MWh of electricity and was below the national grid factor at most BASF Group locations. The figure for purchased electricity in 2019 was around 0.46 metric tons of CO2 per MWh (market-based approach). As part of our carbon management (see page 121), we therefore aim to reduce the carbon footprint of purchased electricity. Consolidated Financial Statements Energy and climate protection For more information on the sustainability analysis of our product portfolio, see pages 38 to 39 For more information on our emissions reporting, see basf.com/corporate_carbon_footprint Other innovative climate protection products for thermal insulation applications include BASF's new high-performance polyurethane- based and mineral-based insulation materials, SLENTITE® and SLENTEX®, which offer even more efficient insulation at lower thick- nesses compared with conventional materials. BASF also offers biomass balance (BMB) versions of StyroporⓇ, NeoporⓇ and StyrodurⓇ. In accordance with an externally certified mass balancing method, 100% of the fossil raw materials used in the production of these BMB products are replaced by renewable raw materials such as bio-naphtha or biogas. This saves carbon emissions and fossil resources during the manufacturing process. Together with the German EPS insulation material manufacturer Bachl, we calculated in a lifecycle analysis that the use of renewable raw materials reduces carbon emissions from the production of NeoporⓇ BMB insulation boards by 66% compared with conven- tionally produced NeoporⓇ boards (based on one cubic meter of insulation board). An analysis shows that the volumes of StyroporⓇ, NeoporⓇ and StyrodurⓇ sold in 2019 help our customers to save 62 million metric tons of CO2 emissions over the entire lifecycles of these products when used to insulate existing buildings. This calculation is based on a lifecycle analysis that takes into account the production and disposal of the insulation materials and compares the energy consumption of a renovated building with that of an unrenovated building over a period of 50 years. The calculation of avoided green- house gas emissions took into account the chemical industry standards of the International Council of Chemical Associations (ICCA) and the World Business Council for Sustainable Develop- ment (WBCSD). All three products also help to reduce carbon emissions in new buildings, where they have been used as standard for decades. enables the production of insulation boards with up to 20% better insulation performance than conventional EPS. Another polystyrene- based climate protection product is StyrodurⓇ, an extruded rigid foam panel, which likewise offers optimum insulation performance and a wide range of potential applications, especially under high pressure. 6 Other (C 3b, 3c, 5, 8, 13, 15) a According to Greenhouse Gas Protocol; Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses. For more information on Scope 3 emissions reporting, see basf.com/corporate_carbon_footprint Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) BASF operationsb 26 Disposal Incineration with energy recovery, landfilling (C 12) Emissions from the use of end products (C 11) tion of steam and electricity) Production (including genera- 10 Customers 21 BASF Purchased products, services and capital goods (C 1, 2, 3a) 54 Suppliers Million metric tons of CO2 equivalents Greenhouse gas emissions along the BASF value chain in 2019ª 5 Overviews 0.8 million MWh ■ Internal supply and Verbund system as important components of our energy efficiency strategy d Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes 1 Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. 2019 2018 2017 2016 2015 39.5 42.3 54.3 69.9 85.1 % Certified energy management systems (ISO 50001) at BASF Group sites worldwide, in terms of primary energy demand² among other countries. At the end of 2019, 82 sites were certified worldwide, representing 85% of our primary energy demand. The introduction and implementation of certified energy manage- ment systems is steered by a global working group. All energy efficiency measures are recorded and analyzed in a global data- base and made available to BASF sites as best practices. We are currently pursuing more than 200 measures to reduce energy consumption and increase competitiveness. Further sites across all regions were certified in accordance with ISO 50001 in 2019. These include the Verbund site in Kuantan, Malaysia, as well as another 18 sites in the United States, Brazil, Chile, China, India, Germany, France, the Netherlands, Belgium, Poland and Spain, This is how we intend to identify and carry out improvements in energy efficiency, reducing not only greenhouse gas emissions and saving valuable energy resources, but also increasing our competitiveness. By 2020, we want to have introduced certified energy management systems (DIN EN ISO 50001) at all relevant production sites.³ Together, these represent 90% of BASF's primary energy demand. 2018 37.1 million MWh 2 We have changed the method used to calculate the relevant environmental indicators compared with the previous year. Further information can be found on page 116. The figures for 2018 have been adjusted according to the new method. 3 The selection of relevant sites is determined by the amount of primary energy used and local energy prices. Energy supply and efficiency BASF Report 2019 About This Report a We have changed the method used to calculate the relevant environmental indicators compared with the previous year. Further information can be found on page 116. The figures for 2018 have been adjusted according to the new method. b Scope 1 and Scope 2 (market-based) according to the GHG Protocol, excluding emissions from the generation of steam and electricity for sale to third parties, including offsetting c Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. 626 60.586 598 58.520 0.577 0.574 2018 2019 Energy efficiency (kilograms of sales product per MWh) Specific greenhouse gas emissions (metric tons of CO2 equivalents per metric ton of sales product) Primary energy demandd (million MWh) Additional key indicators for energy and climate protection in BASF operationsa Energy and climate protection 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders 118 BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocola Million metric tons of CO2 equivalents BASF makes successful use of biotechnology. We produce a range of established products with the help of biotechnological methods. This provides us with extensive experience in the safe use of bio- technological methods in research and development as well as in production. When employing biotechnology, we adhere to all local standards and legal regulations governing production and marketing. We are also guided by the code of conduct set out by EuropaBio, the European biotechnology association. with baseline 2018 SUPPLIERS [Product stewardship] Product stewardship 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report BASF 1 To Our Shareholders 112 BASF Report 2019 For more information on emergency response, see basf.com/emergency_response Aspects of human rights related to site security, such as the right to liberty and security of person, are a component of the global quali- fication requirements of our security personnel. Respect for human rights is a mandatory element of any contract with service providers of the BASF Group who are active in this area. We inform business travelers and transferees about appropriate protection measures prior to and during travel in countries with elevated security risks. After any major incident, we can use a standardized global travel system to locate and contact employees in the affected regions. Our worldwide network of information protection officers comprises around 650 employees. They support the implementation of our uniform requirements and hold events and seminars on secure behaviors. We provided information protection instruction to more than 96,000 participants in 2019. Our standardized Group-wide recommendations for the protection of information and knowledge were expanded to include additional guidance for employees and updated in line with current developments. Around the world, we work to sensitize employees about protecting information and know-how. For example, we further strengthened our employees' awareness of risks in 2019 with mandatory online training for all employees and other offerings such as seminars, case studies and interactive training. We have defined mandatory infor- mation protection requirements to ensure compliance with our processes for protecting sensitive information and perform audits to monitor this. ability to prevent, detect and react to cybersecurity incidents. By establishing a global Cyber Security Defense Center, BASF signifi- cantly expanded the availability of its cybersecurity experts to ensure around-the-clock protection. We cooperate closely with a global network of experts and partners to ensure that we can protect ourselves against cyberattacks as far as possible. Our IT security system is certified according to ISO 27001. About This Report CUSTOMERS We review the safety of our products from research and development through production and all the way to our customers' application. We continuously work to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. Strategy To Our Shareholders 1 About This Report 113 BASF Report 2019 For more information on alternative methods, see basf.com/alternative_methods Since 2016, BASF SE's Experimental Toxicology and Ecotoxicology department has been working together with a total of 39 partners on one of the largest European collaborative projects for alternative methods. The project, planned to run for six years, aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted largely without animal testing. We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Association for Assessment and Accreditation of Laboratory Animal Care - the highest standard for laboratory animals in the world. We are continually developing and optimizing alternative methods, and we use them wherever it is possible and accepted by the authorities. We use alternative methods in more than a third of our toxicological tests. Currently, 33 alternative methods are being used in our labs and another 22 are in the development stage. BASF spent €3.5 million toward this purpose in 2019. The development of alternative methods for testing the potential of substances to induce develop- mental toxicity has been a focus area of our research since 2017. Before launching products on the market, we subject them to a variety of environmental and toxicological testing. We apply state-of- the-art knowledge in the research and development phase of our products. For instance, we only conduct animal studies when they are required by law and approved by respective authorities. Animal studies are at times stipulated by REACH and other national legis- lation outside the European Union in order to obtain more informa- tion on the properties and effects of chemical products. ■ Use of alternative methods for animal studies Environmental and toxicological testing We continue to see a rise in both regulatory requirements for agro- chemicals and the number of additional studies required to obtain or extend approval for crop protection products. Potential risks for people and the environment are carefully assessed and minimized throughout the research, development and registration process for crop protection products. We perform a large number of scientific studies every year to ensure that, as far as possible, our registration dossiers leave no questions unanswered. Based on the E.U. chemicals regulation, REACH, similar chemicals regulations are being introduced around the world, for example in South Korea and Turkey. We reached important milestones in both countries in 2019. In South Korea, BASF successfully completed the pre-registration phase by the end of June. In Turkey, we submitted several thousand pre-registrations during the pre- registration phase, which is still ongoing. In Europe, our REACH activities continue to be determined by E.U. authorities' decisions on dossier evaluations. We are also required to continually update our registration dossiers. BASF is working together with the European Chemicals Agency (ECHA) on a project to improve the quality of REACH dossiers. BASF was one of the first companies to join this industry-wide initiative. Global chemicals regulations For more information on GPS, see basf.com/en/gps BASF supports the implementation of initiatives such as the Global Product Strategy (GPS) of the ICCA. GPS is establishing worldwide standards and best practices to improve the safety management of chemical substances and to support governments in the introduc- tion of local chemical regulations. We are also involved in initiatives such as workshops and training seminars in developing countries and emerging markets. In 2019, these included the ASEAN (Associa- tion of Southeast Asian Nations) workshop on regulatory cooperation in Vietnam and a Responsible Care workshop in Argentina. We maintain and evaluate environmental, health and safety data for our substances and products in a global database. This information is updated continuously. The database forms the basis for our safety data sheets, which we make available to our customers in around 40 languages. Our global emergency hotline network enables us to provide information around the clock. We train and support our customers in fulfilling their industry or application-specific product requirements. In associations and together with other manufactur- ers, BASF is pushing for the establishment of voluntary global commitments to prevent the misuse of chemicals. We are committed to continuously minimizing the negative effects of our products on the environment, health and safety along the value chain - from development to disposal. This commitment to product stewardship is enshrined in our Responsible CareⓇ charter and the initiatives of the International Council of Chemical Associations (ICCA). We also ensure uniformly high standards for product stewardship worldwide. In some cases, we have committed to voluntary initiatives that go beyond the local legal requirements. ■ Global directives with uniformly high standards for product stewardship 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 0.97 0.96 0.97 Target score Development of the Health Performance Index (HPI) We measure our performance in health protection using the Health Performance Index (HPI). The HPI comprises five components: recognized occupational diseases, medical emergency prepared- ness, first aid, preventive medicine and health promotion. Each component contributes a maximum of 0.2 to the total score, meaning that the highest possible score is 1.0. We aim to reach a value of more than 0.9 every year. With an HPI of 0.97, we once again reached this ambitious goal in 2019 (2018: 0.96).1 Our global corporate health management serves to promote and maintain the health and productivity of our employees. Our world- wide standards for occupational health are specified in a directive that is implemented by a global network of experts. This was once again supported by numerous emergency drills and health promo- tion measures in 2019. ■ Global standards for corporate health management ■ 2019 Global Health Campaign "moment_to_moment" focuses on mindfulness Health protection For more information on process safety, see basf.com/process_safety We play an active role in improving process safety around the world in a global network of experts, through our involvement in organiza- tions such as the International Council of Chemical Associations (ICCA), and by fostering dialog with government institutions. Around the world, we promote the reduction of process safety incidents and improve risk awareness with a culture of dealing openly with mistakes and initiatives to foster dialog around potential safety risks. At the Ludwigshafen site in Germany, the PSI reduction initiative was held for the fifth time in 2019. In the past, this initiative mainly focused on the implementation of technical measures, such as introducing a tool to visualize safety measures during mainte- nance work and startup processes for production plants, for example. In 2019, discussions centered for the first time on specific events and their behavior-based causes. Another topic was the competencies needed to prevent such events from happening again. This new approach involves targeted training and is initially being tested by three plants. Further plants will adopt the proven concept on a step-by-step basis. Bolstered by a cultural shift in risk awareness, North America again made avoiding and detecting all leaks a key priority in 2019. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Safety in production 1 To Our Shareholders About This Report BASF Report 2019 0.96 2 Management's Report Product stewardship 0.97 2016 2 Management's Report Safety in production 1 To Our Shareholders About This Report 111 BASF Report 2019 1 Our updated corporate strategy realigns our goals from 2019 onward. In this connection, the global Health Performance Index target was converted into a reporting indicator. For more information on our strategy and goals, see page 24 onward. We protect our employees, sites, plants and company know-how against third-party interference. This includes, for example, analyzing potential security risks in the communities surrounding our produc- tion sites and addressing in depth the issue of cybersecurity. BASF has a comprehensive program in place to continually improve its We analyze the potential safety and security risks associated with investment projects and strategic plans, and define appropriate safety and security concepts. Our guiding principle is to identify risks for the company at an early stage, assess them properly and derive appropriate safeguards. We regularly check our emergency systems, crisis management structures and drill procedures with employees, contractors, local authorities and emergency rescue workers. For example, in 2019 we conducted 277 drills and simulations in Ludwigshafen, Germany, to instruct participants on our emergency response measures. We are well prepared for crisis situations thanks to our global crisis management system. In the event of a crisis, our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. We involve situation- related partners and suppliers as well as cities, communities and neighboring companies. A new IT system to support emergency response was introduced in 2018/2019 to speed up communication between the relevant actors in the event of a crisis and maintain the best possible overview of the situation. The crisis management team can now record and process events around the world better and in more detail. ■ Comprehensive protection measures against third-party interference ■ Regular review of emergency systems and crisis management structures Emergency response, corporate security and cybersecurity For more information on occupational medicine, health campaigns and the HPI, see basf.com/health We raise employee awareness of health topics through offers tailored to specific target groups. The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. Our 2019 Global Health Campaign "moment_to_moment" focused on mindfulness. The aim was to sensitize our employees to conscious and safe behavior in their everyday working and personal lives. Over 500 sites worldwide took part in the health campaign with activities such as mindfulness workshops, courses, talks and exercises. 2019 2018 2017 2015 (BASF operations excluding sale of energy to third parties, including offsetting) 3 Corporate Governance Consolidated Financial Statements 1 The goal includes other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents. · The emissions of BASF SE subsidiaries that are fully consolidated in the Group financial statements in which BASF holds an interest of less than 100% are included in full in emissions reporting (previously: emissions included on a pro rata basis). The emissions of proportionally consolidated joint operations continue to be disclosed pro rata according to our interest. Our climate protection activities are based on a comprehensive analysis of our emissions. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol as well as the sector-specific standard for the chemical industry. As part of the implementation of BASF's strategy, we have made changes to how greenhouse gas emissions and energy are reported from 2019 onward. For ease of comparison, the 2018 figures have been adjusted according to the new method and target. We offer our customers solutions that help prevent greenhouse gas emissions and improve energy and resource efficiency. Around half² of our annual research and development spending goes toward developing these products and optimizing our processes. Most of BASF's greenhouse gas emissions are attributable to the consumption of energy. At sites with internal supply capabilities, we primarily rely on highly efficient combined heat and power plants with gas and steam turbines, and on the use of heat released by production processes. Furthermore, we are committed to energy management that helps us analyze and further improve the energy efficiency of our plants on an ongoing basis. We continuously analyze potential risks to our business operations arising in connec- tion with the topics of energy and climate protection and derive appropriate measures. technical or economic environment does not permit a stabilization of emissions at the 2018 level using the above approaches. We want to reach our climate protection target and enable further reductions with plant optimization measures, by purchasing low- carbon energy, and with a research and development program to reduce our greenhouse gas emissions over the long term. We have bundled these measures in our carbon management program (see page 121). In addition, we will also consider temporarily taking external offsetting measures such as purchasing certificates if the Climate protection is very important to us. As a leading chemical company, we want to achieve CO2-neutral1 growth until 2030: We aim to keep total greenhouse gas emissions from our production sites and our energy purchases stable at the 2018 level while growing production volumes. Sharp increases due to the startup of large-scale plants will be progressively offset. When deciding on investments and acquisitions, we systematically consider the effects on greenhouse gas emissions. 2 Costs not relevant to the calculation of this share include research expenses in early innovation stages of the phase-gate process, patent costs and expenses for supporting services. ■ Carbon management bundles measures to reduce greenhouse gas emissions Strategy As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to reduce emissions along the value chain. To achieve this, we rely on efficient technologies for generating steam and electricity, increased use of renewable energies, energy- efficient production processes and comprehensive energy management, among other things. Our climate protection products make an important contribution toward helping our customers avoid emissions. CUSTOMERS BASF SUPPLIERS [Energy and climate protection] 5 Overviews Consolidated Financial Statements ■ New climate protection target: CO2-neutral growth until 2030 - We report on emissions and energy for BASF operations including the businesses acquired from Bayer in 2018 and excluding the deconsolidated oil and gas business. The businesses acquired from Bayer are accounted for from January 1, 2018. We use the market-based approach (previously: location-based approach) to report on greenhouse gas emissions from purchased energy (Scope 2) for the purpose of our climate protection target. Both approaches continue to be presented in the overview of greenhouse gas emissions in accordance with the Greenhouse Gas Protocol. Annual greenhouse gas emissions compared CO2-neutral growth: 2030 target We want to achieve CO2-neutral growth until 2030. In other words, we aim to maintain total greenhouse gas emissions from our production sites (excluding emissions from sale of energy to third parties) and our energy purchases at the 2018 level (21.9 million metric tons of CO2 equivalents) while increasing production. Global goals and measures For more information on carbon management, see basf.com/en/carbon-management For more information on climate protection, see basf.com/climate_protection overview showing the sections and subsections in which TCFD- relevant information can be found (see page 18). 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Energy and climate protection 1 To Our Shareholders About This Report 116 BASF Report 2019 Climate protection is a shared global task. We advocate climate protection by supporting initiatives to this end. For instance, BASF spearheaded the World Economic Forum's initiative on Collaborative Innovation for Low-Carbon Emitting Technologies in the Chemical Industry. In July 2019, BASF and the World Economic Forum invited participants to a kick-off workshop in Ludwigshafen, Germany. Representatives from 20 international chemical companies met with the goal of accelerating CO2 reduction through future cooperation. BASF also supports the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). In 2019, we shared learnings and best practices on the implementation of the TCFD recommendations with four industry peers at a TCFD Preparer Forum for Chemicals. For the first time, this report includes an Since 2004, we have participated in the international non-profit organization CDP's program for reporting on data relevant to climate protection. BASF achieved a score of A- in CDP's rating for 2019, thus attaining Leadership status again. Companies on the Leader- ship level are distinguished by factors such as the completeness and transparency of their reporting. They also pursue comprehen- sive approaches in managing the opportunities and risks associated with climate change as well as emissions reduction strategies to achieve company-wide goals. 4 3 Corporate Governance 2 Management's Report Energy and climate protection To Our Shareholders Transportation and storage] 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Transportation and storage 1 To Our Shareholders About This Report BASF Report 2019 114 For more information on nanotechnology and the Nanotechnology Code of Conduct, see basf.com/nanotechnology Together with partners from academia and government authorities, we are working on E.U.-funded projects to validate alternative testing methods for evaluating and grouping nanomaterials with a view to regulatory acceptance. Many of the methods developed for nanoparticles could, in our view, also be used to evaluate solid particles in the future, an approach we bring up in regulatory discussions. OECD testing and implementation guidelines must be developed for the new requirements for nanomaterials under REACH, the European chemicals regulation. We support this process by contributing our expertise in various working groups of the European Chemicals Agency (ECHA) and the OECD's Business and Industry Advisory Group (BIAC). In 2018, we concluded laboratory and evaluation work on the Nano-in-Vivo research project. The project was conducted in cooperation with German governmental bodies over a period of more than five years and examined the toxicological effects of long- term exposure to nanoparticles. We communicated the first findings at industry conferences in 2019. We will publish further data and results together with the German governmental bodies in the final report and in scientific papers. The insights delivered by the research project complement our previous findings that toxicity is determined not by the size of the particles but by the intrinsic properties of the substance. Safe handling of nanomaterials is stipulated in our Nanotechnology Code of Conduct. In recent years, we have conducted over 250 scientific studies and participated in numerous Verbund projects related to the safety of nanomaterials in Germany and around the world. The results were published in more than 130 scientific articles. Nanotechnology and biotechnology offer solutions for key societal challenges - for example, in the areas of climate protection or health and nutrition. ■ Continual safety research on nano- and biotechnology Management of new technologies 5 Overviews SUPPLIERS 4 BASF Our regulations and measures for transportation and ware- house safety cover the delivery of raw materials, the storage and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. 1 About This Report 115 BASF Report 2019 1 Hazardous goods are classified in accordance with national and international hazardous goods regulations. For more information on transportation safety, see basf.com/distribution_safety For more information on emergency response, see basf.com/emergency_response We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the Inter- national Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2019, we provided assistance to other companies in 165 cases worldwide (2018: 145). We apply the experience we have gathered to set up similar systems in other countries. Since 2019, external experts such as the public fire services or other emergency responders can consult our systems for information on the detection of chemical substances in the human body. This "human biomonitoring" can be used to determine and evaluate whether and what amount of chemical substances have been absorbed by the human body during a rescue operation. It can be used to test and verify the efficacy of safety measures taken and of safety equipment, which is of particular importance for the health protection of emergency responders. Our experts provide assistance in evaluating whether human biomonitoring is feasible in a specific case, and in selecting the target substances to be tested, as well as appropriate sampling methods including transport and storage of samples. Activities in external networks At the Verbund site in Ludwigshafen, Germany, around 40% of incoming volumes are transported to the site by ship under normal conditions. In 2018, logistics were impacted by the low water levels on the Rhine River caused by the hot and dry summer. We are implementing various measures to make the site more resilient to extended low water events. For instance, we are involved in creating an early warning system for low water, have chartered ships that can navigate low water levels, are investing in making loading stations more flexible, and are additionally developing our own type of ship together with partners. BASF is also a co-signatory of the German Federal Ministry of Transport's "Low water on the Rhine" action plan, which aims to improve shipping conditions on the Rhine over the coming years with various measures. We recorded no extended low water events in 2019. We recorded three incidents in 2019 with spillage of more than 200 kilograms of dangerous goods¹ (2018: 3). None of these transporta- tion incidents had a significant impact on the environment (2018: 0). Securing raw materials supply via the Rhine River We are systematically implementing our measures to improve trans- portation safety. We report in particular on goods spillages that could lead to significant environmental impacts such as dangerous goods leaks of BASF products in excess of 200 kilograms on public traffic routes, provided BASF arranged the transport. Transportation incidents We stipulate worldwide requirements for our logistics service providers and assess them in terms of safety and quality. Our experts use our own evaluation and monitoring tools as well as internationally approved schemes. We regularly assess the safety and environmental risks of trans- porting and storing raw materials and sales products with high hazard potential using our global guideline. This is based on the guidelines of the European Chemical Industry Council (CEFIC). We also have binding global standards for load safety. ■ Risk assessments for transportation and storage Accident prevention and emergency response We want our products to be safely loaded, transported, handled and stored. This is why we depend on reliable logistics partners, global standards and an effective organization. Our goal is to mini- mize risks along the entire transportation chain - from loading and transportation to unloading. Some of our guidelines for the transpor- tation of dangerous goods go above and beyond national and inter- national dangerous goods requirements. We have defined global guidelines and requirements for the storage of our products and regularly monitor compliance with these. ■ Risk minimization along the entire transportation chain Strategy CUSTOMERS 120 2019 Other examples from our Carbon Management R&D Program include dry reforming methane to produce syngas as the basis for the production of olefins with a significantly lower carbon footprint (see page 33), the development of an electrical heating concept for our steam crackers, or using CO₂ to produce sodium acrylate (see page 34). We are optimistic that these climate-friendly production processes can be implemented from 2030 onward. 7,486 Middle East Africa, South America, 29.3% BASF Report 2019 1 At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. Our employees are key to the successful implementation of BASF's strategy. We are convinced of the value of excellent employees, leaders and working conditions, and strive to give our employees the tools and skills necessary to be able to offer our customers products and services with an even greater level of differentiation and customization. Our new corporate strategy promotes a working atmosphere based on mutual trust, in which employees are given the space to optimally develop their individual talents and potential. ■ We are committed to valuing and treating people with respect, and fostering an inspiring working environment (= 6.4%) Strategy Europe¹ 72,153 (€61.3%) Of material significance to the decrease in the number of employees were the merger of the oil and gas businesses of Wintershall and As of December 31, 2019, the number of employees decreased to 117,628 employees compared with 122,404 employees as of December 31, 2018. That includes 6,964 employees in the disposal group for the construction chemicals business as of December 31, 2019 (December 31, 2018: 2,017 employees in the disposal group for the oil and gas business). We employed 3,161 apprentices¹ (2018: 3,174). 2,606 employees were on temporary contracts (of which 44.0% were women). Number of employees 24.3% 74.3% (€ 16.5%) 25.7% 19,355 75.7% North America Asia Pacific 70.7% What we expect from our leaders] Our 2019 employee survey showed an engagement index of 79%. Despite significant challenges associated with restructuring measures, this score is already close to the target we set ourselves. We continue to aim to increase this score to over 80%. BASF can rely on the engagement of its employees. Employee engagement is shown by, for example, a passion for the job, a dedication to top performance and a commitment to BASF. Global employee surveys and pulse checks are an established feedback tool in the BASF Group, and are used to actively involve employees in shaping their working environment. The results are communicated to employees, the Board of Executive Directors and the Supervisory Board. We have performed regular global employee surveys since 2008. We aim to keep the employee engagement determined by these surveys at a high level and increase it even further as far as possible. As part of the BASF strategy, we therefore set ourselves the following goal in 2018: More than 80% of our employees feel that at BASF, they can thrive and perform at their best. We regularly calculate employee engagement level as an index score based on five questions on set topics in our employee surveys. Overall, more than 71,000 employees participated in this year's survey, representing 66% of survey recipients.1 ■ Global employee survey conducted in 2019 ■ Engagement index of 79% [Employee engagement] We support our leaders with a range of follow-up measures to decentrally address the individual action areas and in this way, help further strengthen employee engagement together with their employees. DEA in the joint venture Wintershall Dea, as well as the sale of the paper and water chemicals business. As a result, the number of employees decreased by more than 3,000 employees. 5 Overviews Consolidated Financial Statements 18,634 (15.8%) 4 2 Management's Report Employees To Our Shareholders 1 About This Report 126 54,028 (#45.9%) 23.7% 176.3% 34,896 (#29.7%) 21.5% 78.5% 74.0% 1 Of which Germany Of which BASF SE 26.0% 3 Corporate Governance ■ Leaders as role models (Total: 117,628, of which 25.1% women, as of December 31, 2019) This positions us to meet the challenges of an increasingly rapidly changing environment, demographic change and the digital work- place. In everything we do, we are committed to complying with internationally recognized labor and social standards. We want our working conditions to be a motor for innovation, and one way of achieving this is through inclusion of diversity. Lifelong learning and individual employee development lay the foundation for this. Com- pensation and benefits as well as offerings to balance personal and professional life complete our attractive total offer package. We track our employer rankings so that we can continue to attract talented people to the company in the future. Our employees play an important role here as ambassadors for BASF.] Emissions to water working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. a The difference between the volume of water drawn and the volume discharged is primarily attributable to evaporation losses during closed-circuit cooling and limited accuracy in measuring water discharge. b Including rainwater (0.5 million cubic meters) c Total from production processes, graywater, rinsing and cleaning in production 21 External treatment plant 236 Production 1 178 1 ■ Emissions at prior-year level 1,309 1,336 once-through Reusable wastewater from third parties 5,216 of which recirculating 23 6,552 Cooling 68 Surface water / freshwater Brackish water / seawater Groundwater BASF Group employees by region A total of 1,509 million cubic meters of water were discharged from BASF production sites in 2019,1 including 173 million cubic meters of treated wastewater from production. Emissions of nitrogen to water amounted to 3,000 metric tons (2018: 3,100). Around 12,100 metric tons of organic substances were emitted in waste- water (2018: 12,600). Our wastewater contained 25 metric tons of heavy metals (2018: 23). Phosphorus emissions amounted to 260 metric tons (2018: 220 metric tons). Our wastewater is treated through different methods depending on the type and degree of In order to avoid unanticipated emissions and the pollution of surface or groundwater, we create water protection strategies for our pro- duction sites. This is mandatory for all production plants as part of the Responsible Care® initiative. The wastewater protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being implemented and complied with. on center stage Employee engagement and leadership impact employees around the world 117,628 [Our employees make a significant contribution to BASF's long-term success. We want to attract and retain talented people for our company and support them in their develop- ment. To do so, we cultivate a working environment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. CUSTOMERS BASF SUPPLIERS Employees contamination - including biological processes, oxidation, mem- brane technologies, precipitation or adsorption. 5 Overviews 4 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 125 BASF Report 2019 1 As part of the implementation of BASF's strategy, we have made changes to how environmental indicators are reported. For ease of comparison, the 2018 figures have been adjusted according to the new requirements (see page 6). 2 To determine the percentage figure for water abstraction and water consumption, sites in water stress areas are identified using Aqueduct 3.0. For more information, see basf.com/water Consolidated Financial Statements Our leaders and their teams should make a sustainable contribution to BASF's success and to safeguarding its future. This is why we want to strengthen the impact of our leadership. We understand impactful leadership as leaders that serve as role models by having a positive influence on the engagement and development of their employees and developing and implementing business strategies in line with our corporate values. These expectations are part of the standard global nomination criteria for leadership candidates. Our leadership culture is founded on a global Competency Model, which sets out specific behavioral standards based on our corporate values. We offer our leaders a wide variety of learning and develop- ment opportunities for each phase of their career, as well as various formats that enable them to learn from one another and external trainers. Global, regional and local offerings are optimally coordinated. We aim to develop leaders who lead their teams with optimism, empathy and trust, and in this way, create a competitive advantage for BASF. Regular feedback plays an important role in the develop- ment of leaders. That is why in 2019, we developed and imple- mented FEEDback&forward, a comprehensive feedback program for all senior executives.2 FEEDback&forward will be rolled out Group-wide from 2020 as an annual tool for leaders to reflect on their own leadership skills (see box on the right). Dialog and self-reflection with FEEDback&forward Our new corporate strategy proactively addresses the challenges of tomorrow. How effectively we develop our resources and continually scrutinize existing practices is crucial to our success. This includes our leadership culture. FEEDback&forward gives all of our senior executives² direct, regular feedback from their employees on their leadership skills. The questionnaire focuses on behaviors like empathy or the ability to make difficult decisions and approach change positively. Employees can also report back to their leaders which leadership behaviors they want in the future. In this way, FEEDback&forward promotes regular and open dialog between employees and their leaders, and encourages leaders to reflect on themselves and their own leadership skills and drive forward change together with their employees. This fosters a culture of continual self-reflection and personal development. Attracting and retaining the best employees is crucial to our success. Having an attractive and compelling total offer package for employees is becoming increasingly important given the strong global competi- tion for the best qualified employees and leaders. This is why we are constantly working on measures to increase BASF's appeal in the global labor markets. Target group-specific campaigns focus on sustainability, digital ways of working and innovation for the future - reflecting our strategic action areas and key labor market trends. ■ Addressing specific target groups through social media and online marketing ■ Positioning as an attractive employer [Competition for talent ] 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Employees We are increasingly using digital platforms such as our country- specific career websites as well as global and regional social networks to reach potential candidates. This enables us to address specific target groups. In 2019, we expanded our social media presence with a global career channel on Instagram to give younger audiences in particular insights into employee stories and offer another communication platform. 1 To Our Shareholders 128 BASF Report 2019 For more information, see basf.com/diversity For more information on health protection, see page 111 For more information on diversity in the Board of Executive Directors and the Supervisory Board, see page 150 onward a Employees with disciplinary leadership responsibilities b Specialists without disciplinary leadership responsibilities 30.7 23.0 9,522 40,290 About This Report Of which women (%) One focus is on the recruitment of digital talents. We have a dedicated global career website for digital talents to strengthen our position among this group. In addition, we launched a chatbot in 2019 to provide support on our career website and answer questions about the application process at any time of day or night. BASF introduced a digital talent network to help its employees actively shape the digital transformation. This online platform aims to foster dialog around digital projects and ideas across the company and improve cross-team and cross-unit cooperation. Another focus of our activities is attracting talented female recruits. In 2019, we held the first X-Days event in Germany, for instance. We invited female students and PhD candidates in the natural sciences to find out female leaders. 8,026 38.3 567 32.3 1,376 29.5 26.5 1,665 4,418 more about BASF and digital career opportunities, and network with [Learning and development] In regular development meetings, which are held as part of our annual employee dialogs, employees outline ideas for their individual development together with their leaders and determine specific measures for further training and development, which focus on personal and professional competencies. Our learning activities follow the "70-20-10" philosophy: We apply the elements "learning from experience" (70%), "learning from others" (20%) and "learning December 31, 2019 Of which women (%) through courses and media" (10%). Our learning and development offerings cover a range of learning goals: Starting a career, expanding knowledge, personal growth and leadership development. ■ Focus on virtual learning and digitalization ■ Life-long learning concept Total South America, Africa, Middle East North America Asia Pacific Europe BASF Group new hires in 2019 The BASF Group hired 8,026 new employees in 2019. The percentage of employees who resigned during their first three years of employ- ment - the early turnover rate - was 1.4% worldwide in 2019. This turnover rate was 0.7% in Europe, 2.1% in North America, 2.8% in Asia Pacific and 2.0% in South America, Africa, Middle East. Our early turnover rate is therefore at a desirable low level. We once again achieved high scores in a number of employer rankings in 2019. For example, in a study conducted by Universum, BASF was again selected by engineering and IT students as one of the 50 most attractive employers in the world. In North America, DiversityInc named BASF as one of the top 50 companies for diversity in recruiting for the seventh consecutive year. In Asia, Top Employer recognized BASF China as one of the best employers for the tenth time in succession. In South America, BASF was recog- nized as one of the top employers in the Brazilian chemical industry by local human resources magazine Você S/A. Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting success. For this reason, we want to further modernize our learning culture and step up our efforts to promote lifelong, self-directed learning. Employee develop- ment at BASF is guided by the belief that talent is in everyone. This means that development opportunities and support are open to all employees. In our understanding, there is more to development than a promotion or a job change - it encompasses the develop- ment of personal experience and abilities. December 31, 2019 Professionalsb (Senior) executivesa (Total: 117,628, of which 25.1% women, as of December 31, 2019) BASF Group employee age structure Diversity also relates to the company's demographic profile, which varies widely by region within the BASF Group. Our aim is to create a suitable framework to help maintain the employability of our personnel at all stages of life and ensure the availability of qualified employees over the long term. Mixed-age teams also benefit from the combination of different skills and perspectives, for example, by bringing together knowledge of digital technologies with many years of experience and process expertise. Standards of Conduct for business and has done so since 2018. The U.N. recommendations show the many opportunities companies have to contribute to positive social change. As part of pride month, employees promoted openness, acceptance and tolerance with campaigns at various sites around the world. BASF is one of approximately 150 companies that support the United Nations Global LGBTI (lesbian, gay, bi, trans and intersex) Our leaders play an important role in its implementation. We support them by integrating topics such as inclusive leadership into our leadership development courses. Special seminars and training events are held to sensitize leaders to issues such as unconscious bias. This enables them to remain as objective as possible when making personnel decisions, for example, to avoid unconscious biases in favor of or against candidates with certain characteristics or views. Promoting and valuing diversity across all hierarchical levels is an integral part of our strategy and is also embedded in our corporate values. BASF strives to foster a working environment based on mutual respect, trust and appreciation. This is enshrined in our global Competency Model, which provides a framework for our employees and leaders. The inclusion of diversity is anchored in this model as one of the behaviors expected of employees and leaders. The global character of our markets translates into different customer requirements and we want to reflect this diversity among our employees, too. For us, diversity means, among other things, having people from different backgrounds working at our company who can draw on their individual perspectives and skills to grow our business. This diversity is important to us because it enables our employees to better meet our customers' needs. By valuing and promoting employee diversity, we boost our teams' performance and power of innovation, and increase creativity, motivation and each and every individual's identification with the company. ■ Fostering diversity is part of our company culture ■ Target for proportion of women in leadership positions increased Men [Inclusion of diversity] Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 127 BASF Report 2019 1 Scope of employees surveyed goes beyond the scope of consolidation presented on page 6. However, there are exceptions for companies that represent joint ventures and joint operations, as well as companies held for sale. 2 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. 5 Overviews Women 40,614 29.8% We also promote diversity in leadership development. Since 2015, BASF has set itself global quantitative goals for increasing the percentage of women in leadership positions. Our target was to increase this ratio to 22-24% worldwide by 2021. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 23.0% at the end of 2019 (2018: 21.7%). As such, we met this target in 2019. To further strengthen diversity, BASF is setting a new, more ambitious target. By 2030, we aim to increase the proportion of women in leadership positions with disciplinary 73.4% Up to and including 25 years Leaders and professionals in the BASF Group 55 years and up 40-54 years 26-39 years 26.6% 8,227 70.2% BASF has been a member of the Chefsache initiative since 2016, a network of leaders from industry, academia, the public sector and media. The initiative aims to initiate social change such as increasing the percentage of women in leadership positions in Germany. For instance, BASF has a wide range of initiatives to support couples with equal career potential. As part of overseas delegation, for example, we provide comprehensive coaching and, since 2019, a platform with offers for the partners of delegated employees. This bundles offerings from several companies and makes it easier to find a suitable position abroad. In addition, BASF supports future leaders with individual mentoring and training programs tailored to the needs of different phases of life. 30% Proportion of women in leadership positions with disciplinary responsibility 2030 target responsibility to 30%. We have thus once again set ourselves an ambitious goal that we want to achieve through various measures. 75.4% 82.8% 17.2% 22,278 24.6% 46,509 192 28.9 1,433 Production Reconciling climate protection and growth Until 2030, we want to continue to grow our production without adding further CO2 emissions.1 Global activities to reach this climate protection target and reduce our greenhouse gas emissions over the the long term are bundled in our carbon management. We have adopted a three-pronged approach: We aim to increase production and process efficiency, purchase electricity from renewable sources, and develop completely new low-emission technologies and pro- cesses. We want to use these to significantly reduce CO2 emissions from 2030 onward. Further improving process and energy efficiency We aim to make our plants even more efficient and further optimize resource use in our processes. That is why we have increased our budget for operational excellence from €250 million to €400 million annually, among other measures. Part of this goes toward initiatives to reduce our greenhouse gas emissions. When constructing new plants or developing new sites, we draw on our expertise and inno- vative technologies to optimize the use of raw materials and in this way, reduce CO2 emissions. For example, our new acetylene plant in Ludwigshafen, Germany (annual capacity: 90,000 metric tons) uses around 10% less natural gas per metric ton of end product compared with the old plant (see page 64). CO2 prevented by the Verbund and combined heat and power generation in 2019 6.4 million metric tons BASF's Verbund concept also plays a key role in increasing effi- ciency. It helps us to realize synergies across all segments and to efficiently steer value chains. Intelligently linking production and energy demand enables us to use fewer resources and reduce our emissions. Together, combined power and steam generation and our continuously enhanced Energy Verbund prevented a total of 6.4 million metric tons of carbon emissions in 2019 (see page 119). That is why we will continue to invest in the creation and optimization of Verbund structures and drive forward the consolidation of pro- duction at highly efficient sites. Climate protection is firmly embedded in our corporate purpose, "We create chemistry for a sustainable future," and is a cornerstone of our strategy. We are committed to the Paris Climate Agreement and its goal of limiting global warm- ing to below 2 degrees Celsius. Our innovative climate protection products, such as insulation materials for buildings or battery materials for electromobility play a role here. We are also continually working to reduce our own carbon emissions. We have already almost halved our carbon emissions since 1990 through improve- ments to processes and methods - while simul- taneously doubling sales product volumes. 1 The goal includes other greenhouse gas emissions according to the Greenhouse Gas Protocol, which are converted into CO₂ equivalents. 121 Increasing use of renewable energy As part of carbon management, we aim to increase the proportion of renewable energy in the electricity purchased for our production sites. Twenty-three sites in Europe, North America and Asia already source emission-free electricity from suppliers. Number of sites partially or fully powered by emission-free electricity in 2019 23 Together with our partners, we are also conducting a feasibility study to evaluate a pioneering supply concept for our planned chemical complex in Mundra, India. The aim is for the new site (scheduled production startup: 2024) to be entirely supplied with renewable energy, primarily from an attached wind and solar park. If realized, it would, to our knowledge, be the world's first petrochemical site with carbon-neutral energy supply (see page 65). Pioneering research and development program Most of our production processes and methods are already highly optimized, making further improvements to existing plants an increasingly difficult task. As a result, completely new technologies are needed to avoid greenhouse gas emissions over the long term and on a large scale. This is where our Carbon Management R&D Program comes in. The focus here is on the production of basic chemicals, which are used in many products and innovations and account for around 70% of the chemical industry's greenhouse gas emissions. As part of this R&D program, we are developing an innovative, climate-friendly production process for hydrogen (methane pyroly- sis) together with partners from academia and industry in a joint project sponsored by the German Federal Ministry of Education and Research, to name one example. Hydrogen is used as a reactant in many chemical processes, such as ammonia synthesis. However, the processes currently used to produce hydrogen from natural gas, such as steam reforming, are extremely CO2 emission-intensive. In BASF Report 2019 methane pyrolysis, by contrast, natural gas is split directly into its components hydrogen and carbon. The resulting ultra-pure solid carbon could be used to produce aluminum, for example. Methane pyrolysis requires less electricity than the alternative method of producing hydrogen using water electrolysis. If this energy comes from renewable sources, this could make the hydrogen production process carbon-free. - Fundamentally new technologies developed in the Carbon Management R&D Program From 2030 1.39 Climate protection with carbon management Development of the BASF Group's CO2 emissions Million metric tons of CO2 equivalents 40.1 21.9 2030 target: CO2-neutral growth Without active carbon management: Reduce emissions through: Estimated emissions from planned production growth 1990 to 2018 Sales product volumes doubled and emissions almost halved through: - Decomposition of nitrous oxide -Increased process and energy efficiency 2018 2018 to 2030 2030 Expand production while keeping emissions at the 2018 level, primarily through: - Higher process and energy efficiency - Purchasing electricity from renewable sources 2050 1990 3,530 3,778 Methanol could also be produced without CO2 emissions in the future. Methanol is a starting material for the production of products such as formaldehyde or acetic acid and also serves as a source of energy. In 2019, an international patent (PCT) was filed for a climate- friendly production process for methanol that BASF developed as part of the Carbon Management R&D Program. In this new process, the waste gas streams from methanol synthesis are incinerated and the resulting CO2 isolated and fed back into the process as feed- stock. The syngas needed is also produced CO2-free, for example through partial oxidation, and thus all of the carbon from the raw material ends up in the methanol. Unlike in conventional methods, this process does not produce any greenhouse gas emissions. ~70% Regular monitoring of our emissions to air is a part of our environ- mental management. Aside from greenhouse gases, we also mea- sure emissions of other pollutants into the atmosphere. Our climate protection activities are based on a comprehensive analysis of our emissions. 28 metric tons in 2019 (2018: 19 metric tons). Emissions of heavy metals² in 2019 amounted to 2 metric tons (2018: 2 metric tons). Our product portfolio contains a variety of catalysts used in the auto- motive sector and in industry to reduce the emission of air pollutants. Emissions to air Metric tons Air pollutants from BASF operations Waste generation in the BASF Group Million metric tons Total waste generation Waste recovered ■ Professional disposal of hazardous waste Recycled 2019 2018¹ 2.34 2.19 0.99 0.80 0.45 0.28 0.54 Thermally recovered Waste disposed of Share of emissions produced by the European chemical industry attributable to the 10 most energy-intensive basic chemicals ■Regular monitoring of emissions to air We want to further reduce emissions to air from production, prevent waste and protect the soil. We have set ourselves standards for doing so in global directives. If no recovery options are available for waste, we dispose of it in a proper and environmentally responsible manner. 1.35 Creating the framework for the transformation 24V DC Swagelok WASSERSTOFF H2 H2 The transition toward a climate-friendly society remains a fundamental challenge of the 21st cen- tury. There are many ways in which the chemical industry can be part of the solution. The political and regulatory environment is also crucial to the development and successful application of com- pletely new production processes on an industrial scale. Demand for electricity from renewable sources will increase sharply with innovative, more climate-friendly technologies. At the Ludwigshafen site in Germany alone, we would need to roughly triple or quadruple our current electricity use (2019: 6.2 TWh) to fully implement new, low-carbon electricity-based production processes like the ones being developed in our Carbon Management R&D Program. As well as its availability, the price of green power is also a critical success factor. Sectors like the chemical industry, which compete in an international market, cannot pass on the addi- tional costs caused by low-carbon technologies to their customers until a comparable carbon pricing mechanism exists globally - or at least at G20 level. Until then, governments must implement measures to ensure the competitiveness of climate-friendly processes. BASF Report 2019 Strategy About This Report 2 Management's Report Air and soil 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews [Air and soil] SUPPLIERS BASF CUSTOMERS 1 To Our Shareholders In underground landfills 0.19 0.17 1 To Our Shareholders About This Report 124 BASF Report 2019 1 From 2019 onward, we have expanded our definition of water stress areas to regions in which more than 40% of available water is used by industry, household and agriculture. The definition is based on Aqueduct 3.0. In addition, our water target continues to take into account the sites that we identified as water stress sites in accordance with Pfister et al. (2009) prior to 2019, as well as the Verbund sites. This significantly increases the number of sites included in the water target and reduces the previous implementation level of BASF's water target accordingly. 2 As part of the implementation of BASF's strategy, we have made changes to how environmental indicators are reported. For ease of comparison, the 2018 figures have been adjusted according to the new requirements (see page 6). Introduction of sustainable water management at all production sites in water stress areas and at all Verbund sites 2030 target Our goal is to introduce sustainable water management at all pro- duction sites in water stress areas¹ and at our major Verbund sites by 2030, covering 93% of BASF's total water abstraction.² We achieved 35.8% of this target in 2019 (2018: 50.0%).1 In 2019, BASF introduced sustainable water management at eight sites. Global goal and measures 2 Management's Report Areas in which ≥60% of available water is used (Pfister et al., 2009) Areas in which ≥40% of available water is used (WRI Aqueduct, 2019) • Verbund sites In order to ensure transparency in our reporting on water, we once again took part in CDP reporting in 2019. BASF achieved the top grade of A and thus Leadership status for sustainable water management. CDP's evaluation of sustainable water management includes how transparently companies report on their water management activities and what they do to reduce risks, such as water scarcity. CDP also assesses the extent to which product developments - even at the customers of the companies under evaluation can contribute to sustainable water management. For more information on the CDP water survey, see basf.com/en/cdp We are introducing sustainable water management at all relevant production sites. These include our major Verbund sites as well as the sites in water stress areas. We have expanded our definition of water stress areas to all areas in which more than 40% of available water is used by industry, household and agriculture (previous definition: more than 60% of available water). Sustainable water management considers the quantitative, qualitative and social aspects of water use. We want to identify where we can improve at our sites, and use as little water as possible, especially in water stress areas. We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. We aim to use water as sparingly as possible and further reduce emissions to water. To do so, we have set out a Group directive with globally applicable standards. ■ Sustainable water management Strategy Water is of fundamental importance in chemical production. It is used as a coolant, solvent and cleaning agent, as well as to make our products. We are committed to its responsible use along the entire value chain and especially in our produc- tion sites' water catchment areas. We have set ourselves a global goal for sustainable water management. CUSTOMERS BASF SUPPLIERS Water stress areas around the world [Water] 3 Corporate Governance Consolidated Financial Statements 14% 1,509 6,788 1,717" Discharge Use Cooling -86% Abstraction / withdrawal 4 Water in the BASF Group 2019 Million cubic meters per year In 2019, around 28% of our production sites were located in water stress areas.2 These accounted for 1% of BASF's total water abstraction. Water consumption in water stress areas (as defined by Aqueduct 3.0) accounted for around 14% of our total water con- sumption and was primarily attributable to evaporation in cooling processes. The water consumption of the BASF Group describes the amount of water that is no longer available to other users. Consumption is mainly attributable to the evaporation of water during closed-circuit cooling. Water consumption in 2019 amounted to around 61 million cubic meters (2018: 70). We predominantly use water for cooling purposes (86%), after which we recirculate it back to our supply sources. We reduce our water use by recirculating as much water as possible. To do this, we use recooling plants that allow water to be reused several times. Our water usage totaled 1,717 million cubic meters in 2019 (2018: 1,743). This demand was covered for the most part by surface water, such as rivers and lakes. At some sites, we use alternative sources such as treated municipal wastewater, brackish water or seawater. ■ Using water responsibly Water balance We pursue our goal by applying the European Water Stewardship standard, which rests on four principles: sustainable water abstrac- tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. We are also a member of the global organization Alliance for Water Stewardship. Water 5 Overviews The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We are constantly Water 5 Overviews Consolidated Financial Statements Transported hazardous waste 0.94 0.92 Hazardous waste 2,264 0.45 0.43 Nonhazardous waste 2,410 2,377 2,178 25,130 26,866 0.28 Classification of waste for disposal 0.76 0.78 Through incineration 4,496 5,391 NMVOC (nonmethane volatile organic compounds) SOx (total sulfur oxides) 0.46 0.38 In surface landfills 10,534 11,130 1,982 1,926 0.28 CO (carbon monoxide) NOx (total nitrogen oxides) 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 123 BASF Report 2019 For more information on provisions for environmental protection, see the Notes to the Consolidated Financial Statements on pages 230 and 260 We set out global standards for managing contaminated sites. A worldwide network of experts ensures their proper implementation. We develop remediation solutions that balance nature conservation, climate protection concerns, costs and social responsibility. This means making customized decisions on a case-by-case basis, founded on the legal framework and current technological possi- bilities. Relevant sites are documented in a contaminated site database. Ongoing remediation work around the world continued on schedule and planning was concluded on future remediation projects. 1 As part of the implementation of BASF's strategy, we have made changes to how environmental indicators are reported. For ease of comparison, the 2018 figures have been adjusted according to the new requirements (see page 6). 2 Heavy metals are included in the figure for dust (see the table "Emissions to air"). We aim to avoid waste as far as possible. If waste is unavoidable, we review the options for recycling or energy recovery in terms of a circular economy. BASF's Verbund structures are used for efficient waste management. As of 2019, the BASF Group's waste footprint also includes all materials from construction activities, which are usually recycled. Until 2018, only hazardous waste from construc- tion activities was reported. Accordingly, the total waste reported in 2019 is higher than in 2018. ■ Systematic management of contaminated sites ■ Total waste volume slightly higher Management of waste and contaminated sites Absolute emissions of air pollutants from our chemical plants amounted to 25,130 metric tons in 2019.1 Emissions of ozone- depleting substances as defined by the Montreal Protocol totaled ■ Emissions to air slightly lower Emissions to air Our Raw Material Verbund helps us prevent or reduce waste. We regularly carry out audits to inspect external waste disposal com- panies to ensure that waste is properly disposed of. In this way, we also contribute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. If soil and groundwater contamination occurs at active or former BASF sites, proper reme- diation measures are reviewed based on prevailing legal and current technical standards, and undertaken as necessary. a The classification of waste into hazardous and nonhazardous waste is performed according to local regulations. NH3 (ammonia) and other inorganic substances Total Dust Surface water / freshwaterb Brackish water / seawater Groundwater Drinking water 0.52 As of December 31, 2019, the BASF Group was training 3,161 people in 15 countries and around 50 occupations. We spent a total of around €113 million on vocational training in 2019. For more information, see basf.com/apprenticeship BASF Report 2019 8,825 8,470 4.2% Social security contributions and assistance expenses Pension expenses 1,545 1,459 5.9% 554 +/- 730 Total personnel expenses 10,924 10,659 2.5% 1 In calculating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (e.g., integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of plus or minus 1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. BASF Report 2019 130 Digital learning formats are playing an ever-increasing role in our development offerings. In 2019, we expanded our global digital learning platform with the addition of an independent learning module. This gives employees a wide range of personalized learning recommendations and special learning paths on diverse topics. In addition, all employees have access to a continuously growing online library with professional resources on leadership, personal development and business. These digital offerings enable employees to take responsibility for their own professional development and (24.1%) 2018 2019 2018¹ Wages and salaries 2019 129 About This Report 1 To Our Shareholders 2 Management's Report Employees 3 Corporate Governance Consolidated Financial Statements 5 Overviews promote knowledge transfer across BASF as a whole. We launched the #liveitleadit initiative in 2019 to harness the opportunities of digital transformation for BASF. Ten modules on different aspects of leadership in the digital age give leaders inspiration for their work, including on agility or leading in a data-driven world. 4 [Compensation and benefits ] BASF Group personnel expenses Million € In addition, more and more academies in the divisions and service units, which teach specific professional content, offer virtual training. We have offered virtual presence training since 2018, which gives all employees the opportunity to attend professional development courses via digital communication channels such as virtual meetings. Personnel expenses For more information, see the Notes to the Consolidated Financial Statements from page 284 onward The BASF Group's expenses for wages and salaries, social security contributions and pensions and assistance in 2019 totaled €10,924 million (2018: €10,659 million). In 2019, this amount included personnel expenses from the disposal group for the construction chemicals business and proportionally for the oil and gas business in the amount of €557 million. By contrast, the amount in 2018 included personnel expenses from the disposal group for the oil and gas business in the amount of €276 million. The increase in personnel expenses was due primarily to higher expenses for the long-term incentive program, a higher level of wages and salaries and the higher average number of employees resulting from the acquisition of significant parts of Bayer's business. Offsetting factors were the merger of the oil and gas businesses of BASF and DEA in the joint venture Wintershall Dea, as well as the decrease in expenses for pension benefits due to plan curtailments. We want to attract engaged and qualified employees, retain them and motivate them to achieve top performance with an attractive package including market-oriented compensation, individual develop- ment opportunities and a good working environment so that they contribute to the company's long-term success. Our employees' compensation is based on global compensation principles according to position, market and performance. As a rule, compensation com- prises fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these benefits include company pension benefits, supplementary health insurance and share programs. We regularly review our compensation systems at local and regional levels. We want our employees to contribute to the company's long-term success. This is why the compensation ■ Compensation based on employee's position and individual performance as well as company's success ■ ROCE determines variable compensation granted to the vast majority of our employees includes variable compensation components, with which they participate in the success of the BASF Group as a whole and are recognized for their individual performance. The same principles basically apply for all employees worldwide. The amount of the variable component is determined by economic success as well as the employee's individual performance. We use the BASF Group's return on capital employed (ROCE) to measure economic success for the purposes of variable compensation. This links variable compensation to our ROCE target.1 Individual performance is assessed as part of a globally consistent performance management process. In numerous Group companies, our “plus” share program ensures employees' long-term participation in the company's success through incentive shares. In 2019, for example, around 25,400 employees worldwide (2018: 25,600) participated in the "plus" share program. BASF offers senior executives the opportunity to participate in a share price- based compensation program, the long-term incentive (LTI) pro- gram. In 2019, 90% of the approximately 1,100 people eligible to participate in the LTI program worldwide did so, investing up to 30% of their variable compensation in BASF shares. From 2020 onward, the previous LTI program for senior executives will be replaced by a new program. The new program will incentivize the development of the total shareholder return, as well as the achievement of strategic growth, profitability and sustainability targets. Antwerp, Belgium Asia Pacific 41% Project Location Capacity expansion: MDI plant Capacity expansion: integrated ethylene oxide complex Gradual capacity expansion: alkoxylates €23.6 billion 5% Alternative sites currently being investigated Projects currently being planned or underway include: Capex by region 2020-2024 Surface Technologies 12% Agricultural Solutions 5% Nutrition & Care 9% Other 22% (infrastructure, R&D) Capex by segment 2020-2024 Capex: selected projects Geismar, Louisiana Harjavalta, Finland and Schwarzheide, Germany Ludwigshafen, Germany Mundra, India. We are planning capital expenditures (additions to property, plant and equipment excluding acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases) of around €3.4 billion for the BASF Group in 2020. For the period from 2020 to 2024, we have planned capital expenditures totaling €23.6 billion. The investment volume in the coming years will thus exceed that of the planning period 2019 to 2023. Of the planned capital expenditures, €8.2 billion relate to our major investment projects in Zhanjiang, China, and Mundra, India, to expand our businesses in Asia and in battery materials. South America, Africa, Middle East 1% Investment: battery materials Information on the proposed dividend can be found on page 13 a In cooperation with Adani Group 1 To Our Shareholders About This Report 138 BASF Report 2019 On February 14/15, 2020, a jury in a U.S. Federal District Court awarded $15 million in compensatory damages against defendants Monsanto Company and BASF Corporation after a trial related to alleged yield losses of a peach farmer in connection with the use of the dicamba herbicide. The jury also found that Monsanto was liable for $250 million in punitive damages. Finally, the jury found that the defendants were acting in a joint venture and conspiracy. Following the jury's decision, the court is considering whether BASF Corpora- tion is also liable for the punitive damages award against Monsanto because of the joint venture finding. BASF intends to use all legal remedies available and will appeal the decision as to compensatory damages and, if applicable, punitive damages. We closed the acquisition of Solvay's global polyamide business on January 31, 2020. The E.U. Commission had approved the acquisi- tion of the polyamide business, subject to certain conditions, on January 18, 2019. These conditions require the sale of parts of the original transaction scope to a third party, specifically Solvay's pro- duction plants in the engineering plastics field in Europe. Domo Chemicals, Leuna, Germany, was approved by the E.U. Commission as the buyer. The acquired polyamide business will be integrated into the Performance Materials and Monomers divisions. Events after the reporting period Information on our financing policies can be found on page 55 In 2020, we expect cash outflows in the equivalent amount of around €1.3 billion from the scheduled repayment of bonds. To refi- nance maturing bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our U.S. dollar commercial paper program at our disposal. Financing ■ Capex of around €3.4 billion planned for 2020 We stand by our ambitious dividend policy and offer our share- holders an attractive dividend yield. We aim to increase our dividend each year. 19% North America 34% Europe Dividend Planned construction: integrated Verbund site Construction: production plant for vitamin A Investment: acrylics value chaina Zhanjiang, China Capital expenditures 1 34% Chemicals at prior-year level considerable increase slight increase 7.7% €4.2 billion-€4.8 billion 4,536 €60 billion-€63 billion 59,316 BASF Group 5.3% considerable decline 6.8% 10.7% 12.5% 5.7% 10.0% slight increase slight increase slight increase considerable increase (688) at prior-year level 2,898 Other 1,095 considerable increase 6.7-7.7% a For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 9% for 2020, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." b The 2019 segment data for Surface Technologies excludes the construction chemicals activities presented as discontinued operations. Sales and earnings forecast for the segments We expect slight sales growth in the Chemicals segment in 2020, mainly driven by higher volumes. We anticipate improved availability of steam cracker products, as volumes development in 2019 was negatively impacted by the scheduled turnarounds of our steam crackers in Port Arthur, Texas; Antwerp, Belgium; and Ludwigshafen, Germany. In addition, our planning assumes higher sales volumes of oxo alcohols in the Petrochemicals division, and in almost all busi- ness areas in the Intermediates division. Prices in both divisions will however decline due to high product availability on the market. Consequently, EBIT before special items will presumably be consid- erably below the 2019 level as a result of lower margins. €23.6 billion 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Outlook 2020 To Our Shareholders 2 Management's Report Opportunities and Risks 13% Materials 5% Industrial Solutions About This Report BASF Report 2019 Sales in Other are expected to match the 2019 level in 2020. For EBIT before special items, we are forecasting a figure considerably above the previous year due to solid contributions from our equity- accounted shareholdings. Lower corporate research costs should also contribute here. Despite the continuing challenging market environment, we antici- pate considerable sales growth in the Agricultural Solutions seg- ment. We aim to considerably increase our sales volumes, which should more than offset negative currency effects. Overall, we expect a slight increase in EBIT before special items. We will main- tain our program to boost efficiency. We will also continue to invest at a high level in research and development and digitalization in 2020. For the Nutrition & Care segment, we expect considerably higher sales than in 2019, largely from volumes growth in both divisions. Our planning assumes a continued improvement in product avail- ability, especially in the Nutrition & Health division. Lower prices in both divisions will presumably have an offsetting effect. We expect to see a slight year-on-year improvement in EBIT before special items, mainly as a result of growth in sales volumes and despite positive one-off effects in 2019. In the Surface Technologies segment, we are forecasting slight sales growth despite the expected decline in production in the auto- motive industry. We anticipate higher prices, especially in precious metal trading and for mobile emissions catalysts in the Catalysts division. Overall, we aim to slightly increase EBIT before special items, primarily with improved margins in precious metal trading. By contrast, we anticipate a slight year-on-year decline in sales and EBIT before special items in the Coatings division. Sales in the Industrial Solutions segment will likely increase slightly in 2020, mainly from higher volumes in both divisions. The sale of the ultrafiltration membrane business to DuPont Safety & Construc- tion (DuPont) on December 31, 2019, as well as the transfer of BASF's paper and water chemicals business to the Solenis group on January 31, 2019, will have an offsetting effect. Despite the continued challenging market environment, we expect a consider- able increase in EBIT before special items for the segment, primarily as a result of higher volumes. decline in EBIT before special items due to a considerably lower contribution from the Monomers division on the back of lower margins and higher fixed costs. The expected increase in fixed costs will be from higher depreciation and amortization following the acquisition of Solvay's integrated polyamide business, new plants and one-off effects. The higher EBIT before special items forecast for the Performance Materials division due to higher volumes and margins will not be able to compensate for this. In the Materials segment, we expect considerable year-on-year sales growth in 2020, mainly driven by the positive contribution from the acquisition of Solvay's integrated polyamide business. We also anticipate higher volumes overall. Lower prices and currency effects should dampen sales development. We expect a considerable 137 3 Corporate Governance Events that can negatively impact the achievement of our goals Consolidated Financial Statements Supervisory Board Divisions Chief Compliance Officer Corporate Audit Organization of BASF Group's risk management (until December 31, 2019) The management of specific opportunities and risks is largely delegated to the operating divisions, the functional units and the regions, and is steered at a regional or local level. Risks relating to exchange rates and raw materials prices are an exception. In this case, there is an initial consolidation at a Group level before derivative hedging instruments, for example, are used. BASF's Chief Compliance Officer (CCO) manages the implemen- tation of our Compliance Management System, supported by - A network of risk managers in the business, functional and corporate units as well as in the regions and at the Verbund sites advances the implementation of appropriate risk management practices in daily operations. - The Board of Executive Directors is supported by the units Finance, Corporate Development and Legal, Taxes, Insurance & Intellectual Property, and the Chief Compliance Officer. These units coordinate the risk management process at a Group level, examine financial and sustainability-related opportunities and risks, and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, planning and budgeting processes. Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. - Organization and responsibilities The BASF Group's risk management process is based on the international risk management standard COSO II Enterprise Risk Management - Integrated Framework (2004), and has the following key features: ■ Aggregation at a Group level risks ■ Decentralized management of specific opportunities and ■ Integrated process for identification, assessment and reporting Risk management process ↑ Board of Executive Directors ↑ Functional and corporate units The sustainability-related topics relevant for BASF are addressed by the responsible operating divisions, functional units and the regions, which assess the risks identified as being relevant according to impact and probability of occurrence. We also systematically assess opportunities and risks with effects that cannot yet be measured in monetary terms, such as reputational - We use standardized evaluation and reporting methods for the identification and assessment of risks. The aggregation of oppor- tunities, risks and sensitivities at division and Group level using a Monte Carlo simulation helps us to identify effects and trends across the Group. - A catalog of opportunity and risk categories helps to identify all relevant financial and sustainability-related opportunities and risks as comprehensively as possible. The Risk Management Policy, applicable throughout the Group, forms the framework for risk management and is implemented by the operating divisions, the functional units and the regions according to their specific conditions. - - - Instruments 5 Overviews Functional units External auditors Legal, Taxes, Insurance & Intellectual Property · The processes will be transferred to the new organization, which became effective as of January 1, 2020. This will not affect the structure or effectiveness of the risk management process. - The internal auditing unit (Corporate Audit) is responsible for regularly auditing the risk management system established by the Board of Executive Directors in accordance with section 91(2) of the German Stock Corporation Act. Furthermore, as part of its monitoring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. additional compliance officers worldwide. He regularly reports to the Board of Executive Directors on the status of implementation as well as on any significant results. He also provides a status report to the Supervisory Board's Audit Committee at least once a year, including any major developments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. Regions Corporate Development Finance Verbund sites Consolidated Financial Statements 4 3 Corporate Governance Market growth Business environment and sector Possible variations related to: Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken³ Ultimately, however, residual risks (net risks) remain in all entrepre- neurial activities that cannot be ruled out, even by comprehensive risk management. According to our assessment, there are no significant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of a global economic crisis. For 2020, we anticipate much slower global economic growth com- pared with the previous year. We expect global economic uncer- tainty to be extremely high and that growth will be significantly depressed by the drop in demand and production outages in con- nection with the coronavirus outbreak. Important opportunities and risks for our earnings are associated with uncertainty regarding market growth and the development of key customer industries, as well as margin volatility. An escalation of the trade conflicts between the United States and its trade partners and an even greater slow- down of the Chinese economy also pose significant risks. Such a development would have an even greater negative impact on demand for intermediate and investment goods. This would impact the emerging markets that export raw materials as well as the advanced economies. This is especially true for Europe. Further risks to the global economy arise from an escalation of geopolitical conflicts. ■ No threat to continued existence of BASF Margins ■ Significant opportunities and risks arise from overall economic developments, margin and exchange rate volatility In order to effectively measure and manage identified opportunities and risks, we quantify these where appropriate in terms of probability and economic impact in the event they occur. Where possible, we use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. 7,814 Risks Potential successes that exceed our defined goals Opportunities The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportunities and limit business losses. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create value. We define opportunities as potential successes that exceed our defined goals. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. Opportunities and Risks 5 Overviews Overall assessment 4 Competition Company-specific opportunities and risks Purchasing/supply chain Investments/production 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 139 BASF Report 2019 a Using a 95% confidence interval per risk factor based on planned values; summation is not permissible - 2020 + Outlook Regulation/policy ≥ €1,000 million < €1,500 million ≥ €1,500 million ≤ €2,000 million €100 million ≥ Other financial opportunities and risks Exchange rate volatility Financial Law Acquisitions/divestitures/cooperations Information technology Personnel €100 million < €500 million €500 million < €1,000 million Agricultural Solutions 1,003 820 considerable increase We anticipate slightly slower growth in the health and nutrition sector. Growth in the food industry should weaken slightly in line with the more subdued global economic environment. By contrast, we expect stronger growth in the pharmaceutical industry compared with the previous year as a result of the coronavirus outbreak. dued overall due to the central role played by China in global value chains. Growth in the electronics industry will presumably be below the prior-year figure. The rapid technological progress in this sector, the resulting short product cycles and the advance of digitalization should lead to additional consumer spending and investment. How- ever, growth perspectives for the electronics industry remain sub- According to our forecasts, growth in consumer goods production will be more or less on a level with the previous year. We expect slightly higher growth in care products, roughly in line with global GDP growth. We expect growth in the construction industry to be at the prior- year level. Overall, construction activity should continue to outstrip growth in the manufacturing industry, supported by low interest rates, increasing urbanization and the demand for investment in energy and transportation infrastructure. We anticipate slightly slower construction growth in Europe. In the United States, we expect the downturn in the housing market to bottom out, with construction activity slightly below the previous year. For Asia, we expect construction growth to be lower than in the previous year but still considerably above the global average. In the energy and raw materials sector, we expect a low growth rate given the weak overall momentum in the economy and industry. Production growth should be similar to the previous year in both the advanced economies and the emerging markets. Consequently, we are forecasting a decline in production in the largest automotive market, China, as well as in Japan and India. Automotive production will likely continue to decline markedly in the E.U. as well: We anticipate a decrease in western Europe and a slight decline in the eastern E.U. countries and Russia. We are also forecasting a slight decrease in automotive production in North America and a recovery in South America after the recession in the previous year. We anticipate a downturn in the transportation industry' as a whole. We expect global automotive production to again decline, driven in particular by the coronavirus and the resulting production stoppages, as well as lower demand in China. Overall, we expect global industrial growth to be weaker in 2020, at 1.2% (2019: +1.5%). In the advanced economies, we expect the slight decline in production to continue overall. In the emerging markets, we are forecasting significantly lower growth compared with the previous year. ■ Slower growth expected in global industrial production Outlook for key customer industries 2.4% South America 0.5% Japan 5.2% Emerging markets of Asia Under normal weather conditions, we expect slightly slower global growth in agricultural production in 2020. For Europe, we antici- pate a sideways movement, as in the previous year. In the United States, agricultural production should increase slightly again follow- ing the weather-related production losses and the decline in soy- bean exports to China in the previous year. We also expect the trade agreement with China to provide tailwinds. This should however dampen agricultural production in South America. In any case, we expect lower growth here after the drought recovery effects in the previous year. The highest growth will presumably again be achieved in the emerging markets of Asia. 1 The transportation industry includes the production of motor vehicles, motor vehicle parts and the construction of other vehicles (especially ships and boats, trains, air and spacecraft, and two-wheelers). BASF Report 2019 134 World Outlook for chemical production 2020 (excluding pharmaceuticals) Real change compared with previous year After declining in the previous year, we expect a stabilization in demand for chemicals in South America, driven mainly by a slight upturn in the Brazilian market. In Japan, we are forecasting a further decline in the chemical market amid a weak domestic economy and the slowing regional environ- ment. We expect a continued slight decline in chemical production in the United States. Growth in customer industries will presumably remain weak overall despite the slight recovery we anticipate in agri- culture and the expected stabilization in the construction industry, which should support demand for chemicals. For the E.U., we again anticipate a decline in chemical production. Due to the sharp drop in chemical production in the second half of 2019, production levels at the year-end were below the annual aver- age. It is not likely that the recovery we are forecasting over the course of the year will be strong enough to achieve full-year volumes growth. In China, the world's largest chemical market, we are forecasting a significantly lower growth rate (2020: +3.0%, 2019: +4.7%). Weaker final demand and production stoppages in customer industries will likely have a significant negative impact on chemical growth in China. We do not expect that the drop in demand caused by the coronavirus outbreak will be able to be fully recouped over the course of the year. We assume here that the trade conflict with the United States does not intensify again. Global chemical production (excluding pharmaceuticals) is expected to grow by 1.2% in 2020, much slower than in 2019. We anticipate a slight decline in the advanced economies (2020: -0.8%, 2019: -0.9%) and growth below the prior-year level in the emerging mar- kets (2020: +2.4%, 2019: +3.5%). 1.8% ■ Global growth in chemical industry remains below average 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Economic Environment in 2020 To Our Shareholders 1 About This Report Outlook for the chemical industry 1.2% United States European Union About This Report 133 BASF Report 2019 1 In the rest of this chapter, "E.U." refers to the E.U. 27 and the United Kingdom. In South America, leading economic indicators point to ongoing recovery in Brazil. By contrast, the recession in Argentina is likely to continue. Overall, the forecast remains uncertain due to the social conflicts that have intensified significantly in several countries in the region. In addition, lower Chinese demand should have a negative impact on raw materials exporters in the region. We therefore only expect a weak recovery in macroeconomic activity. October 2019. Exports and investment are not expected to provide any strong stimulus in a weak overall economic environment. How- ever, the government has approved a package of fiscal measures to cushion the negative effects of the tax increase and avoid a slide into recession. We are forecasting flat GDP for Japan. Private consumption is likely to remain subdued after the consumption tax rate was raised in The emerging markets of Asia will presumably see much slower growth. We expect growth in demand and production in China to be much weaker than in the previous year due to the coronavirus outbreak. The resulting decline in China's import demand will also have a negative impact on the economies of its neighboring coun- tries in Asia. Moreover, production restrictions in China may lead to interruptions in neighboring countries, since value chains are par- ticularly closely interconnected in Asia. Against this background, we anticipate a marked growth deceleration in China to 4.5%. For India, we expect an unchanged, comparatively weak growth rate of below 5% in this environment. The corporate tax cuts taken in response should only start to take effect after a delay amid a challenging inter- national environment. We expect a gradual easing of growth in the United States. Private consumption will presumably continue to be supported by solid employment figures and rising incomes but employment growth will trend downward. Industry investment dynamics should continue to decline as the initial impetus from the tax reform levels off and capacity utilization is often below average. The trade conflict with China is also expected to further weigh on growth since it is not currently expected that the additional tariffs introduced over the course of 2019 will be widely rolled back. This makes U.S. imports of intermediate inputs from China more expensive and reduces the ability of U.S. exporters to compete on price in China. Exporters will also have to contend with the effects of a continued strong U.S. dollar. remains high, which will dampen investment activity. As a result, we expect a considerable slowdown in economic growth. Economic momentum in the eastern E.U. countries is also likely to slow, but should remain high compared with western Europe thanks to rising real incomes. We expect growth momentum in the E.U. to continue to slow over- all. We anticipate lower growth rates in Germany, France and Spain. For Italy, we are forecasting a slight decline in gross domestic prod- uct (GDP). Besides cyclical economic weakness, lower demand for European investment goods and vehicles in China will contribute to this development. In the United Kingdom, the uncertainty surround- ing the nature and consequences of its departure from the E.U. ■ Lower growth forecast for the E.U. and the United States ■ Growth deceleration in China expected to continue ■ Weak recovery in South America Trends in the global economy in 2020 We expect economic uncertainty to be very high in 2020 and that global growth will be significantly depressed by the drop in demand and production outages in connection with the coronavirus outbreak. The global economy is forecast to grow by 2.0%, considerably slower than in 2019 (+2.6%). In the European Union (E.U.),¹ economic growth in most mem- ber states should continue to soften. We also expect momen- tum to slow in the United States as the tax incentives expire and employment growth levels off. Growth in the emerging markets of Asia will presumably be much weaker due to a considerable slowdown in China in the first half of the year. We expect the South American economy to remain fragile and anticipate at best a weak recovery. Global chemical pro- duction is expected to grow by 1.2% in 2020, well below the 2019 level (+1.8%). For 2020, we expect an average oil price of $60 per barrel for Brent crude and an exchange rate of $1.15 per euro. Economic Environment in 2020 Forecast 5 Overviews 1 To Our Shareholders 2 Management's Report Economic Environment in 2020 3 Corporate Governance 4 2.6% World Trends in gross domestic product 2020-2022 Average annual real change 0.0% 0.9% South America Japan 4.2% Emerging markets of Asia 1.2% 1.7% 0.9% European Union 2.0% World Real change compared with previous year Outlook for gross domestic product 2020 5 Overviews Consolidated Financial Statements United States European Union (1.0%) United States ROCE EBIT before special items Sales considerable decline slight increase Forecast 2020 Million € Forecast by segmenta 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Outlook 2020 1 To Our Shareholders About This Report 136 BASF Report 2019 2019 Forecast 2020 2019 Forecast 2020 6,075 Nutrition & Care 722 slight increase 13,142 Surface Technologiesb considerable decline considerable increase slight increase 1 For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 9% for 2020, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." 8,389 considerable increase 11,466 Materials considerable decline 791 slight increase 9,532 2019 Industrial Solutions The significant risks and opportunities that could affect our forecast are described under Opportunities and Risks on pages 139 to 147. The average cost of capital basis will increase in 2020 due to the inclusion of the assets acquired from Solvay. As a result, we expect the BASF Group's ROCE to reach between 6.7% and 7.7% (2019: 7.7%). In both the Materials (2019: 10.7%) and Industrial Solutions (2019: 12.5%) segments, we forecast a considerable decline in ROCE compared with the previous year. We expect ROCE to be at the prior-year level in the Surface Technologies segment (2019: 5.7%). By contrast, we anticipate a slight year-on-year increase for the Agricultural Solutions (2019: 5.3%) and Chemicals (2019: 6.8%) segments. In the Nutrition & Care segment (2019: 10.0%), we expect a considerable increase in ROCE compared with 2019. The BASF Group's EBIT before special items is expected to reach between €4.2 billion and €4.8 billion (2019: €4,536 million). We expect considerably higher contributions from the Industrial Solu- tions segment and Other. Our planning assumes that EBIT before special items will be slightly above the prior-year level in the Surface Technologies, Nutrition & Care and Agricultural Solutions segments. By contrast, we anticipate a considerable decline in EBIT before special items in the Materials and Chemicals segments. South America Japan 1.2% (0.5%) 4.0% Emerging markets of Asia. 1.1% United States BASF Report 2019 0.4% 2.5% Trends in chemical production 2020-2022 (excluding pharmaceuticals) Real change compared with previous year World South America 0.1% (2.0%) 2.7% Emerging markets of Asia Japan (0.4%) European Union 793 135 1 To Our Shareholders slightly higher sales in the Chemicals, Surface Technologies and Industrial Solutions segments, and sales at prior-year level in Other. In 2020, we expect the BASF Group as a whole to increase sales to between €60 billion and €63 billion (2019: €59,316 million). The main drivers should be volumes growth and portfolio effects from the acquisition of Solvay's integrated polyamide business, which closed in January 2020. Lower prices will presumably have an off- setting effect. We expect considerable sales growth in the Materials, Agricultural Solutions and Nutrition & Care segments. We anticipate This outlook also includes the acquisition of Solvay's integrated polyamide business on January 31, 2020, which will be integrated into the Performance Materials and Monomers divisions. The agreement between BASF and DIC on the sale of BASF's global pigments business is likewise reflected in this outlook. The trans- action is expected to close in the fourth quarter of 2020, subject to the approval of the relevant competition authorities. Until closing, the assets and liabilities to be divested will be presented in a disposal group in the Dispersions & Pigments division. Our forecast for 2020 takes into account the agreement between BASF and an affiliate of Lone Star on the sale of BASF's construction chemicals business. The transaction is expected to close in the third quarter of 2020, subject to the approval of the relevant competition authorities. Until closing, the income after taxes of the construction chemicals business will be presented in the income after taxes of BASF Group as a separate item ("Income after taxes from discontin- ued operations"); it will not be included in the sales or EBIT before special items of the BASF Group. ■ ROCE of between 6.7% and 7.7% ■ Sales growth to between €60 billion and €63 billion ■ EBIT before special items of between €4.2 billion and€4.8 billion Sales, earnings and ROCE forecast for the BASF Group¹ About This Report For more information on our opportunities and risks, see page 139 onward We expect growth in most of our customer industries. For the automotive industry, however, we anticipate a continued decline in production. Our outlook assumes that the trade conflict between the United States and its trading partners does not intensify, and that Brexit will not have any larger economic repercussions during the transition phase. For 2020, we expect global economic uncertainty to be very high and that growth will be significantly depressed by the drop in demand and production outages in connection with the coronavirus outbreak. Consequently, the global economy is forecast to grow by 2.0%, considerably slower than in 2019 (+2.6%). Global chemical production is expected to expand by 1.2%, well below the 2019 level (1.8%). We anticipate an average oil price of $60 for a barrel of Brent crude and an exchange rate of $1.15 per euro. Despite the challenging environment characterized by a high level of uncertainty, we aim to increase our sales to between €60 billion and €63 billion (2019: €59,316 million). The BASF Group's income from operations (EBIT) before special items is expected to be between €4.2 billion and €4.8 billion (2019: €4,536 million). The return on capital employed (ROCE) should reach between 6.7% and 7.7% (2019: 7.7%) and thus be below the cost of capital percentage of 9%. Outlook 2020 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Outlook 2020 For more information on our expectations for the economic environment in 2020, see page 133 onward Chemicals 131 Consolidated Financial Statements ■ Alignment with U.N. Guiding Principles on Business and Human Rights International labor and social standards For more information, see basf.com/employeerepresentation By focusing our discussions on the local and regional situations, we aim to find tailored solutions to the different challenges and legal considerations for each site. The BASF Europa Betriebsrat (European Works Council) addresses cross-border matters in Europe. In South America, we foster dialog with the Diálogo Social. Trust-based cooperation with employee representatives is an impor- tant component of our corporate culture. Our open and ongoing dialog lays the foundation for balancing the interests of the company and its employees, even in challenging situations. In the case of organizational changes or if restructuring leads to staff downsizing, for example, we involve employee representatives to develop socially responsible implementation measures at an early stage. Our actions are aligned with the respective legal regulations and the agreements reached, as well as operational considerations. In 2019, this happened in connection with the agreed sale of the pigments business and the construction chemicals business, subject to the approval of the rele- vant competition authorities. The early, detailed presentation and explanation of the organizational changes in connection with the implementation of the new corporate strategy in 2019 was also a reflection of our trust-based cooperation. [Dialog with employee representatives] Regional initiatives specifically address the needs of our employees at a local level. For example, we are expanding the number of flexible co-working spaces in the Rhine-Neckar region in Germany. Our Work-Life Management employee center in Ludwigshafen (LuMit) offers a number of services under one roof: childcare, fitness and health, social counseling and coaching. We provide employee assistance programs at sites in Germany and around the world to help employees overcome difficult life situations and restore and maintain their employability. Our identity as an employer includes our belief in supporting our employees in balancing their personal and professional lives. We want to strengthen their identification with the company and our position in the global competition for qualified personnel. To achieve this, we have a wide range of offerings aimed at employees in different phases of life that accommodate the growing demand for flexibility in when and where they work. BASF helps employees to adapt working hours and location to their personal circumstances with a wide range of options, including flexible working hours, part- time employment and mobile working. We act responsibly toward our employees. Part of this is our voluntary commitment to respecting international labor and social standards, which we have embedded in our global Code of Conduct. This encompasses internationally recognized labor norms as stipulated in the United Nations' Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Organization (ILO). BASF is committed to complying with these standards worldwide. We mainly approach our adherence to international labor and social standards using three elements: the Compliance Program (including external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations) and the BASF guideline on compliance with international labor norms, which applies Group-wide. This guideline makes concrete what the human rights issues and international labor standards in our global Code of Conduct mean as these relate to our employees. ■ Wide range of offerings for different phases of life 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report BASF Report 2019 [Balancing personal and professional life] It forms the basis for our global management process: We monitor and evaluate whether the national law of all the countries in which BASF operates complies with international labor and social stan- dards. If the national law contains no or lower requirements, actions plans are drawn up to successively close these gaps in a reasonable time frame. If conflicts with national law or practices arise, we strive to act in accordance with our values and internationally recognized principles without violating the law of the country concerned. As part of the management process, we regularly follow up on and document the results of the comparison between national law and our guideline, as well as measures to implement the guideline. This is our central due diligence system. Based on our guideline, our management process has been able to improve maternity leave at BASF companies with no statutory requirements or lower requirements 140 About This Report BASF Report 2019 4 3 Corporate Governance 2 Management's Report Economic Environment in 2020 To Our Shareholders 1 132 BASF Report 2019 For more information on labor and social standards, see basf.com/labor_social_standards About This Report For more information on our sustainability-related risk management, see page 36 onward For more information on global standards, see page 29 than in the BASF guideline, for example. Our voluntary commitment to respect international labor and social standards has been inte- grated into the existing corporate audit process since 2019. For this purpose, preparatory training was held for the auditors. As before, individual elements of the guideline are also reviewed as part of internal control processes such as Responsible Care audits in BASF Group companies. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance For more information on compliance, see page 157 onward 2 Management's Report Employees 1 To Our Shareholders 1 To Our Shareholders 2 Management's Report Opportunities and Risks 5 Overviews 4 Consolidated Financial Statements About This Report 3 Corporate Governance 145 We continuously improve our processes in order to remain competi- tive through our operational excellence. Our strategic Excellence Program serves the same purpose. This is expected to contribute €2 billion to EBITDA annually from the end of 2021 onward compared with baseline 2018. Potential applications of digital technologies and solutions along the entire value chain are investigated in both the operational and functional divisions as well as by cross-divisional teams, and tested in dedicated pilot projects. They are supported here by the Digitali- zation & Information Services unit. We analyze the opportunities and risks of digitalization in Production, Logistics, Research & Develop- ment and for business models as well as in corporate functions such as Finance, Human Resources, Procurement & Supply Chain Services, Legal, Taxes, Insurance & Intellectual Property. The opportunities and risks of digitalization are steered by the operational and functional divisions. We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project portfolio, as well as through professional, milestone-based project management. Research activities funded by the BASF Group promote the targeted development and enhancement of key technologies as well as the establishment of new business areas. Focus areas in research are determined based on their strategic relevance for BASF, above and beyond existing business areas. The central research areas Process Research & Chemical Engi- neering, Advanced Materials & Systems Research and Bioscience Research serve as global platforms headquartered in our regions: Europe, Asia Pacific and North America. Together with the develop- ment units in our operating divisions, they form the core of the global Know-How Verbund. Our strong regional presence opens up opportunities to participate in local innovation processes and gain access to local talent. We optimize the effectiveness and efficiency of our research activities through our global Know-How Verbund. Innovation For more information on our Excellence Program, see page 20 onward and business focus is on highly innovative business areas, some of which we enter into through strategic cooperative partnerships. In order to achieve lasting profitable growth, tap into new market segments and make our customers more successful, our research The trust of customers and consumers is essential for the successful introduction of new technologies. That is why we enter into dialog with our stakeholders at an early stage of development. The trend toward increased sustainability requirements in our customer industries continues. Our aim is to leverage the resulting opportunities in a growing market even more effectively in the future with innovations. This is why we applied the Sustainable Solution Steering method, which is used to evaluate the sustainability of our product portfolio, to assessments of innovation projects, and integrated it into an early stage of our research and development processes as well as the development of our business strategies. In this way, we want to benefit from the higher profitability of our Accelerator solutions compared with the rest of our evaluated portfolio. At the same time, we reduce reputational and financial risks by phasing out products for which we have identified substantial sustainability concerns ("Challenged" products) within five years of initial classification as such at the latest. We develop action plans for these products at an early stage to minimize any potential financial risks. These can include research projects, reformulations or even replacing one product with another. Development of competitive and customer landscape We expect competitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. Furthermore, we predict that many producers in countries rich in raw materials will expand their value chains. We counter this risk through active portfolio management. BASF Report 2019 For more information on innovation and digitalization, see page 31 onward Recruitment and long-term retention of qualified employees BASF anticipates growing challenges in attracting qualified employees in the medium and long term due to demographic change, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suit- able applicants, or only after a delay. We address these risks with measures to integrate diversity, employee and leadership develop- ment, and intensified employer branding. At local level, demographic management includes succession planning, knowledge manage- ment and offerings to improve the balance between personal and professional life and promote healthy living. This increases BASF's appeal as an employer and retains our employees in the long term. For more information on the individual initiatives and our goals, see page 126 onward Our decisions on the type, scope and locations of our investment projects are based on assumptions related to the long-term development of markets, margins and costs, as well as raw material availability and country, currency and technology risks. Opportuni- ties and risks arise from potential deviations in actual developments from our assumptions. Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 146 BASF Report 2019 Risk management in the area of sustainability also includes climate- related risks and opportunities. We consider risks for companies in connection with the transition to a low-carbon economy (transition risks) as well as physical risks as defined by the Task Force on Climate-related Financial Disclosures (TCFD). For BASF as an energy-intensive company, climate-related risks arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legislation. In addition, BASF's emissions footprint and intensity could lead to a negative perception and reduced appeal among external stakeholders such as customers or investors. We counter these risks with our carbon management measures and by transparently disclosing our positions on and contributions to climate protection (such as political demands, progress in the implementation of our climate strategy and how our products help to protect the environment) in publicly accessible sources (such as this annual report or on the BASF website) and in direct dialog with external stakeholders. Physical risks to our production and our supply chain are addressed by our risk manage- ment in production and in procurement. Our broad product portfolio Portfolio development through investments We verify compliance with these standards through internal monitoring systems such as global surveys or audits. In 2019, for example, suppliers were audited for sustainability at a number of sites. All employees, managers and Board members are required to adhere to our global Code of Conduct, which defines a binding framework for our activities. The monitoring systems are comple- mented by grievance mechanisms such as our compliance hotlines. Opportunities and risks that could arise from material sustainability topics can only rarely be measured in specific financial terms and have an impact on business activities, especially in the medium to long term. Sustainability For more information on the corporate strategy, see page 24 onward For more information on our acquisitions, see page 43 onward The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, or the assumption of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not fulfilled, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from additional synergies. In the future, we will continue to expand and refine our portfolio through acquisitions that promise above-average profitable growth as part of the BASF Verbund, are innovation-driven or offer a techno- logical differentiation, that help to reach a relevant market position, and make new, sustainable business models possible. Acquisitions For more information on our investment plans, see page 138 We expect the increase in chemical production in emerging markets in the coming years to remain above the global average. This will create opportunities that we want to exploit by expanding our local presence. As part of our general risk management process, we also identify and assess relevant risks arising from sustainability topics such as climate change. Our sustainability management helps to minimize risks and opens up new opportunities to market more sustainable products. We reduce potential risks in the areas of environmental protection, safety and security, health protection, product steward- ship, compliance, supplier relationships and labor and social standards by setting ourselves globally uniform requirements. These often go beyond local legal requirements. We assume that growth in chemical production (excluding pharma- ceuticals) will roughly track global gross domestic product over the next five years and be slightly below the previous five-year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capacities, research and development activities and acquisitions, we aim to achieve volumes growth that slightly exceeds this market growth. Should global economic growth see unexpected, considerable deceleration, due for example to an ongoing weak period in the emerging markets, protectionist tendencies or to geopolitical crises, the expected growth rates could prove too ambitious. 5 Overviews Long-term opportunities and risks In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the balanced maturity profile of its financial indebtedness. Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed- rate instruments and fluctuations in the interest payments for variable-rate financial instruments, which would positively or negatively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used in individual cases. Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instruments, if necessary. Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's sales, opportunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year appreciation of the U.S. dollar against the euro by $0.01, which could result from a macroeconomic slowdown, would increase the BASF Group's EBIT by around €40 million, assuming other conditions remain the same. On the production side, we counter exchange rate risks by producing in the respective currency zones. Exchange rate volatility shareholders' equity and the business models of the operating units. The chief aim is the reduction of counterparty, transfer and currency risks for the BASF Group. As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, The management of liquidity, currency and interest rate risks is conducted in the Treasury unit. The management of commodity price risks takes place in the Procurement & Supply Chain Services functional unit or in appropriately authorized Group companies. Detailed guidelines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of trading and back office functions. Financial opportunities and risks Risks from metal and raw materials trading We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clearance research. As part of our Group-wide Compliance Program, our employees receive regular training. Legal disputes and proceedings 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks To Our Shareholders 1 About This Report We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analyses and assess- ments of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, independent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close cooperation between the relevant operating and functional units together with the Legal and Finance units. If sufficient proba- bility of occurrence is identified, a provision is recognized accordingly for each proceeding. Should a provision be unnecessary, general risk management continues to assess whether these litigations nevertheless represent a risk for the EBIT of the BASF Group. Long-term demand development In the catalysts business, BASF employs commodity derivatives for precious metals and trades precious metals on behalf of third parties and on its own account. Appropriate commodity derivatives are also traded to optimize BASF's supply of refinery products, gas and other petrochemical raw materials. To address specific risks associ- ated with these non-operating trades, we set and continuously monitor limits with regard to the type and scope of the deals con- cluded. Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquidity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against potential refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. ment could make it necessary to recognize pension obligations and plan assets for these plans as well. Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse VVaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzerland. To address the risk of under- funding due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simulated regularly by means of portfolio analyses. An adjustment to the interest rates used in discounting pension obligations leads immediately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. Some of these contribution plans include minimum interest guarantees. If the pension fund cannot generate this, it must be provided by the employer. A permanent continuation of the low interest rate environ- Risks from pension obligations For more information on the long-term incentive program, see the Notes to the Consolidated Financial Statements from page 284 onward Our senior executives have the opportunity to participate in a share price-based compensation program. The need for provisions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corresponding increase or decrease in personnel costs. Long-term incentive program for senior executives Asset impairment risk arises if the assumed interest rate in an impair- ment test increases, the predicted cash flows decline, or investment projects are suspended. Currently, we consider the impairment risk for assets such as customer relationships, technologies and trade- marks, goodwill, and equity-accounted investments to be immaterial. Impairment risks 5 Overviews Liquidity risks Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks To Our Shareholders 1 About This Report BASF Report 2019 We limit country-specific risks with measures based on internally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use invest- ment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditworthiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Risks are also limited through the use of credit insurance and bank guarantees. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Risk of asset losses For more information on the maturity profile of our financial indebtedness, see the explanations in the Financial Position on page 55 and the Notes to the Consolidated Financial Statements from page 261 onward 4 also includes solutions for the circular economy and climate protection (such as insulation foams for buildings, materials for electromobility and bio-based products). Increased social aware- ness offers additional market opportunities for these products. We are working with numerous scientific and public organizations and initiatives on solutions for sustainable agriculture that meet economic, ecological, and social demands over the long term. Governance For more information on sustainability management, see page 36 onward Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions - - Early identification of suitable candidates of different professional backgrounds, nationalities and genders BASF's long-term succession planning is guided by the corporate strategy. It is based on systematic management development characterized by the following: The Supervisory Board works hand in hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. BASF aims to fill most Board positions with candidates from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable candidates to the Supervisory Board. Competence profile, diversity concept and succession planning for the Board of Executive Directors The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed from page 159 onward Compensation of the Board of Executive Directors is described in detail in the Compensation Report from page 169 onward For more information on risk management, see the Forecast from page 133 onward The Statutes of BASF SE and the Supervisory Board have defined certain transactions that require the Board of Executive Directors to obtain the Supervisory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable financial instruments. However, this is only necessary if the acquisi- tion or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. Desire to shape strategic and operational decisions, and proven success in doing so, as well as leadership skills, especially under challenging business conditions 5 Overviews 3 Corporate Governance Corporate Governance Report 2 Management's Report To Our Shareholders 1 About This Report 149 BASF Report 2019 The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues impor- tant to the company with regard to planning, business develop- ment, risk situation, risk management and compliance. Further- more, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. The Board can set up Board committees to consult and decide on individual issues such as proposed material acquisitions or divesti- tures; these must include at least three members of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board that carefully assess the planned measure and evaluate the associ- ated opportunities and risks, and based on this information, report and make recommendations to the Board - independently of the affected business area. 4 Consolidated Financial Statements Role model function in putting our corporate values into practice Two-tier management system of BASF SE Board of Executive Directors 150 BASF Report 2019 The current composition of the Board of Executive Directors meets the competence profile and the requirements of the diversity concept in full. The number of Board members is based on the insights gained by BASF as a company with an integrated leadership culture and is determined by the needs arising from cooperation within the Board of Executive Directors. In May 2018, this was reduced from eight to seven members in the course of the changes to the composition of the Board of Executive Directors, and again in January 2020 to six members as part of ongoing efficiency measures. The standard age limit for members of the Board of Executive Directors is 63. elected by the Supervisory Board Chairman 6 employee representatives 6 shareholder representatives elected by the Annual Shareholders' Meeting and 12 members Supervisory Board - A balanced age distribution to ensure the continuity of the Board's work and enable seamless succession planning At least one female Board member · International experience based on background and/or professional experience Many years of management experience in scientific, technical and commercial fields The aim is to enable the Supervisory Board to ensure a reasonable level of diversity with respect to education and professional experience, cultural background, international representation, gender and age when appointing members of the Board of Executive Directors. Independent of these individual criteria, the Supervisory Board is convinced that ultimately, only a holistic approach can determine an individual's suitability for appointment to the Board of Executive Directors of BASF SE. The overall aim is to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept: reports to Supervisory Board advises the Board of Executive Directors monitors the Board of Executive Directors appoints the Board of Executive Directors appointed by the Supervisory Board 6 members appointed by the Supervisory Board Chairman Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Procedure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the Chairman of the Board of Executive Directors. Board decisions are based on detailed information and analyzes provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the Chairman of the Board. However, the Chairman of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Executive Directors are authorized to make decisions individually in their assigned areas of responsibility. Our decentralized specialists use a central decision tree to document reportable sustainability risks within the meaning of section 289b et seq. of the German Commercial Code. No reportable residual net risks within the meaning of section 289b et seq. of the German Commercial Code were identified for 2019. the establishment of appropriate systems for control, compliance and risk management as well as establishing a company-wide compliance culture with undisputed standards. The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the Board of Executive Directors' activities and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of company management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's internal organization; and decides on the composition of manage- ment on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate budget, allocating resources and management capacities, monitoring and making decisions on significant individual measures, and super- vising operational management. 183 Declaration of Conformity Pursuant to Section 161 AktG 159 Board of Executive Directors Supervisory Board 159 Management and Supervisory Boards 176 157 Report of the Supervisory Board Compliance 160 162 Corporate Governance Report 143 Corporate 3 Chapter 3 pages 148-184 147 BASF Report 2019 For more information on opportunities and risks from energy policies, see page 142 For more information on our positions on and contributions to climate protection, see basf.com/climate_protection For more information on energy and climate protection, see page 116 onward 149 Compensation Report Declaration of Corporate Governance 184 About This Report ■ Sets corporate goals and strategic direction ■ Responsible for company management ■ Board of Executive Directors strictly separate from the Supervisory Board Direction and management by the Board of Executive Directors tion and supervision at the Annual Shareholders' Meeting. The fundamental elements of BASF SE's corporate governance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Supervisory Board; the equal representation of shareholders and employees on the exercise rights of co-administration and supervision at Annual Shareholders' Meeting Shareholders appoints, monitors and advises Board of Executive Directors Supervisory Board Board of Executive Directors manages company and represents BASF SE in business with third parties Corporate governance refers to the entire system for managing and supervising a company. This includes its organization, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate gover- nance ensures that BASF is managed and supervised responsibly with a focus on value creation. It fosters the confidence of our investors, the financial markets, our customers and other business partners, employees, and the public in BASF. Report Corporate Governance Supervisory Board; and the shareholders' rights of co-administra- 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Corporate Governance Report 2 Management's Report To Our Shareholders 1 The Board's actions and decisions are geared toward the company's best interests. It is committed to the goal of sustainably increasing the company's value. Among the Board's responsibilities is the preparation of the Consolidated and Separate Financial Statements of BASF SE and reporting on the company's financial and nonfinan- cial performance. Furthermore, it must ensure that the company's activities comply with the applicable legislation and regulatory requirements, as well as internal corporate directives. This includes BASF Report 2019 144 Regulation and political risks 142 BASF Report 2019 Around the world, the frequency and intensity of extreme weather conditions (such as high/low water levels on rivers or hurricanes) are subject to change as a result of climate change. We address the risk of supply interruptions on the procurement and sales side caused by extreme weather conditions by switching to unaffected logistics carriers and the possibility of falling back on unaffected sites within our global Verbund. We can no longer rule out the effects of extreme low-water situations caused by climate change at our Verbund site in Ludwigshafen, Germany. In 2019, we therefore implemented a package of measures including the development of an early warning We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the conse- quences of potential nondelivery. We continuously monitor the credit risk of important business partners. Purchasing and supply chain Political measures could also give rise to opportunities. For example, we view measures around the world to increase energy efficiency as an opportunity for increased demand for our products, such as our insulation foams for buildings, battery materials for electromobility, or our solutions for wind turbines. Our broad product portfolio enables us to offer alternatives if chemicals have to be substituted as a result of restrictions in connection with the REACH chemicals regulation or new standards in our customers' industries. react to political decisions. Together with our operating units, suppliers, customers and logistics partners, we have identified problems and steps to avoid supply chain disruptions, especially in the event of a hard Brexit. Alternative logistics concepts include, for example, leasing additional warehouse space, establishing consign- ment warehouses or technical expansions in our ERP systems to be able to react to additional customs requirements on the systems side as well. Brexit has given rise to economic and political uncertainties. At this point in time, it is not yet clear what the future relationship between the European Union and the United Kingdom will look like after the transition phase and what specific consequences this will have for our sites, our supply chains and the regulatory environment. A cross-divisional Brexit team has been established to prepare the BASF organization for various scenarios and enable it to promptly About This Report Risks for us can arise from intensified geopolitical tensions, new trade sanctions, stricter emissions limits for plants or energy, and climate laws. In addition, risks to the BASF Group can be posed by further regulations in key customer industries or on the use or registration of agricultural and other chemicals. Competition Since the merger of the oil and gas businesses of Wintershall and DEA, the contribution attributable to BASF is included in income from operations (EBIT) through income from companies accounted for using the equity method. This has a compensating effect on margin pressure in the chemicals business if oil and gas prices rise. The year's average oil price for Brent crude was $64 per barrel in 2019, compared with $71 per barrel in the previous year. For 2020, we anticipate an average oil price of $60 per barrel. We therefore expect price levels for the raw materials and petrochemical basic products that are important to our business to remain constant. capacities or raw materials shortages could also increase margin pressure on a number of products and value chains. This would have a negative effect on our EBIT. Margin risks for the BASF Group primarily result from a further decline in margins in the Chemicals and Materials segments. New Margin volatility Weather-related influences can result in positive or negative effects on our business, particularly in the Agricultural Solutions segment. We also consider risks from deviations in assumptions. A significant macroeconomic risk arises from the possibility that measures to contain the coronavirus are kept in place for a longer period of time or expanded, and that Chinese and global economic growth con- tinues to slow as a result. A further escalation of the trade conflicts between the United States and its trade partners pose additional macroeconomic risks. Both can have a considerable impact on demand for intermediate goods for industrial production and demand for investment goods. This would have an effect on emerg- ing markets that export raw materials as well as on advanced economies that specialize in technological goods. Risks to the global economy would also be posed by the possible escalation of geopolitical conflicts. The development of our sales markets is one of the strongest sources of opportunities and risks. More details on our assumptions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construction sectors, can be found under Economic Environ- ment in 2020 on pages 133 to 135. We continuously enhance our products and solutions in order to maintain competitive ability. We monitor the market and the compe- tition, and try to take targeted advantage of opportunities and counter emerging risks with suitable measures. Aside from inno- vation, key components of our competitiveness are our ongoing cost management and continuous process optimization. 1 To Our Shareholders 2 Management's Report Opportunities and Risks 3 Corporate Governance BASF relies on a large number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect plant availability, delivery quality or the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records or customer data, competition-related information or research results, can result in legal consequences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. Information technology risks For more information on risks from pension obligations, see page 145 For more information on our compensation system, see page 130 Due to BASF's worldwide compensation principles, the develop- ment of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the company's success, among other factors. The correlation between variable compensa- tion and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for dis- counting pension obligations. Furthermore, changes to the legal environment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly monitored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. Personnel For more information on opportunities and risks from acquisitions and divestitures in 2019, see page 43 Opportunities and risks arise in connection with acquisitions and divestitures from the conclusion of a transaction, or it being completed earlier or later than expected. They relate to the regular earnings contributions gained or lost as well as the realization of gains or losses from divestitures if these deviate from our planning assump- tions. We constantly monitor the market in order to identify possible acqui- sition targets and develop our portfolio appropriately. In addition, we work together in collaborations with customers and partners to jointly develop new, competitive products and applications. Acquisitions, divestitures and cooperations Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget breaches. We counter these risks with highly experienced project management and controlling. Crisis management also includes dealing with extreme weather conditions such as hurricanes (for example, at the sites on the Gulf of Mexico in Freeport, Texas, and Geismar, Louisiana) or significantly elevated water temperatures in rivers due to extended heat waves, which limit the available cooling capacity (for example, at the Ludwigshafen site in Germany). Appropriate precautions are taken at the sites in the case of a potential change in risk in connection with climate change. For example, the Verbund site in Ludwigs- hafen, Germany, implemented a package of measures in 2019 to increase cooling capacity, including expanding and optimizing the central recooling plants and optimizing cooling water flows. These are capable of avoiding production outages due to extreme heatwaves like the one in 2018. In the event of a production outage - caused by an accident, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They not only coordinate the necessary emergency response measures, they also initiate the immediate measures for damage control and resumption of normal operations as quickly as possible. We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of an unscheduled shutdown on the supply of intermediate and end products through diversification within our global production Verbund. Production and investments system for low water levels, making loading stations more flexible and time chartering ships with high load capacities in the case of low water. These measures can be deployed immediately and make extremely long periods of low water on the Rhine River, like the one in 2018, more manageable. 5 Overviews Consolidated Financial Statements 4 Development of demand Short-term opportunities and risks Internal confirmation of the internal control system All managing directors and chief financial officers of each consoli- dated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. 5 Overviews Significant features of the internal control and risk management system with regard to the Group financial reporting process For more information on our Group-wide Compliance Program, see page 157 onward Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these manda- tory standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. For more information on our sustainability management processes, see page 36 onward As part of strategy development, the Corporate Development unit conducts strategic opportunity/risk analyses with a 10-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. The BASF Group's management is informed about operational opportunities and risks (observation period of up to one year) in the monthly management report produced by the Finance depart- ment. In addition, Finance provides information twice a year on the aggregated opportunity/risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which has a more than €10 million impact on earnings or bears reputational risks, it must be immediately reported. As part of our analysis of sustainability-related opportunities and risks, we also consider the physical risks associated with climate change (such as damage to plants caused by external weather events) and transition risks (such as impairment due to emission levels of plants) as defined by the Task Force on Climate-related Financial Disclosures (TCFD). risks. We minimize sustainability risks with our sustainability management tools. For instance, we have established global monitoring systems to verify compliance with laws and our voluntary commitments in this area. These also incorporate our suppliers. - - - - 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report ■ Conducted in accordance with standardized Group guidelines To minimize such risks, BASF uses globally uniform processes and systems to ensure IT availability and IT security, such as stable and redundantly designed IT systems, backup processes, virus and access protection, encryption systems as well as integrated, Group- wide standardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk management is conducted using Group-wide regulations for organization and application, as well as an internal control system based on these regulations. Segregation of duties, principle of dual control and clearly regulated access rights The consolidated financial statements are prepared by a unit in the Finance department. BASF Group's accounting process is based on a uniform accounting guideline that sets out accounting policies and the significant processes and deadlines on a Group-wide basis. There are binding directives for the internal reconciliations and other accounting operations within the Group. Standard soft- ware is used to carry out the accounting processes for the prepa- ration of the individual financial statements as well as for the con- solidated financial statements. There are clear rules for the access rights of each participant in these processes. Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 141 BASF Report 2019 The managers responsible receive reports on any control weaknesses identified and their resolution, and an interdisciplinary committee investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed if control weaknesses with a considerable impact on financial reporting are identified. Only after material control weak- nesses have been resolved does the company's managing director confirm the effectiveness of the internal control system. After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effective. Monitoring of control weaknesses Assessment of control activities In order to mitigate the risks to the financial reporting processes listed in our central risk catalog, critical processes and control activities are documented. Identification and documentation of control activities Adherence to internal and external guidelines that are relevant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire. In these companies, the process comprises the following steps: Evaluation of the control environment Moreover, a centralized selection process identifies companies that are exposed to particular risks, that are material to the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. In the relevant companies, one person is given the responsibility of monitoring the execution of the requirements for an effective control system in financial reporting. The significant risks for the BASF Group regarding a reliable control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. An internal control system for financial reporting continuously monitors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in financial reporting is structured and uniform across the BASF Group. Employees involved in the accounting and reporting process meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. We strictly adhere to the principles of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are produced by specialized service providers or specially qualified employees. ■ Annual evaluation of the control environment and relevant processes at significant companies BASF also established the Cyber Defense Center in 2015, is a member of Cyber Security Sharing and Analytics e.V. (CSSA), and a founding member of the German Cybersecurity Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. BASF has also established an information security management system and is certified according to ISO/IEC 27001:2013. Interest rate risks At least one member with in-depth experience in innovation, research & development and technology About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Supervisory Board 4 Consolidated Financial Statements 5 Overviews Supervisory Board In accordance with the Statutes, the Supervisory Board of BASF SE comprises 12 members 159 The term of office of the Supervisory Board commenced following the Annual Shareholders' Meeting on May 3, 2019, in which the shareholder representatives on the Supervisory Board were elected. It terminates upon conclusion of the Annual Shareholders' Meet- ing that resolves on the discharge of members of the Supervisory Board for the fourth complete business year after the term of office commenced; this is the Annual Shareholders' Meeting on April 25, 2024. The Supervisory Board comprises the following members: Franz Fehrenbach, Stuttgart, Germany' Vice Chairman of the Supervisory Board of BASF SE Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Memberships of statutory supervisory boards in Germany: Robert Bosch GmbH4 (chairman) Stihl AG³ (vice chairman) Linde AG³ (second deputy chairman until April 8, 2019) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: Stihl Holding AG & Co. KG4 (member of the Advisory Board) Linde plc³ (member of the Board of Directors) Sinischa Horvat, Limburgerhof, Germany*2 Vice Chairman of the Supervisory Board of BASF SE Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF's Joint Works Council and of the BASF Works Council Europe Member of the Supervisory Board since: May 12, 2017 Former Chairman of the Board of Executive Directors of BASF SE Memberships of statutory supervisory boards in Germany: (until May 2011) Member of the Supervisory Board since: May 2, 2014 Memberships of statutory supervisory boards in Germany: Fuchs Petrolub SE³ (chairman until May 7, 2019) Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany*1 Chairman of the Supervisory Board of BASF SE Trumpf GmbH & Co. KG4 (chairman) BASF Report 2019 Responsibilities since January 1, 2020: Monomers; Perfor- mance Materials; Petrochemicals; Intermediates; Process Research & Chemical Engineering; Market & Business Development, Site & Verbund Management North America; Country Platforms North America Saori Dubourg Degree: Business, 48 years old, 23 years at BASF Responsibilities until December 31, 2019: Agricultural Solu- tions; Construction Chemicals; Bioscience Research; Europe Responsibilities since January 1, 2020: Agricultural Solutions; Care Chemicals; Nutrition & Health; Construction Chemicals; Bio- science Research; Europe First appointed: 2017, term expires: 2025 Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: Wintershall Dea GmbH (member of the Supervisory Board since May 1, 2019) Sanjeev Gandhi (until December 31, 2019) Degrees: Chemical Engineering, MBA, 53 years old, 26 years at BASF Responsibilities until December 31, 2019: Intermediates; Petrochemicals; Greater China & Functions Asia Pacific; South & East Asia, ASEAN & Australia/New Zealand First appointed: 2014, term expires: December 31, 2019 First appointed: 2012, term expires: 2022 Michael Heinz Dr. Markus Kamieth Degree: Chemistry, 49 years old, 21 years at BASF Responsibilities until December 31, 2019: Care Chemicals; Dis- persions & Pigments; Nutrition & Health; Performance Chemicals; Advanced Materials & Systems Research; BASF New Business; South America Responsibilities since January 1, 2020: Catalysts; Coatings; Dispersions & Pigments; Performance Chemicals; Advanced Materials & Systems Research; BASF New Business; Greater China; South & East Asia, ASEAN & Australia/New Zealand; Mega Projects Asia First appointed: 2017, term expires: 2025 Comparable German and non-German supervisory bodies: Solenis UK International Ltd. (member of the Board of Directors since February 1, 2019) Wayne T. Smith Degrees: Chemical Engineering, MBA, 59 years old, 16 years at BASF Responsibilities until December 31, 2019: Monomers; Perfor- mance Materials; Process Research & Chemical Engineering; Market & Business Development, Site & Verbund Management North America; Regional Functions & Country Platforms North America Degree: MBA, 55 years old, 36 years at BASF Responsibilities until December 31, 2019: Engineering & Tech- nical Expertise; Environmental Protection, Health & Safety; Euro- pean Site & Verbund Management; Human Resources Responsibilities since January 1, 2020: Corporate Environ- mental Protection, Health & Safety; European Site & Verbund Management; Global Engineering Services; South America First appointed: 2011, term expires: 2024 First appointed: 2008, term expires: 2023 Daimler AG³ (member) none Member of the Supervisory Board since: April 29, 2016 Memberships of statutory supervisory boards in Germany: none Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 153 for the criteria used to determine independence) 1 Shareholder representative 2 Employee representative 3 Publicly listed 4 Not publicly listed Deputy Chairman of the Works Council of BASF SE, Ludwigshafen Site BASF Report 2019 - - At least 50% of members have different educational backgrounds and professional experience At least 30% under the age of 60 Further composition objectives Character and integrity: All members of the Supervisory Board must be personally reliable and have the knowledge and experience required to diligently and independently perform the work of a supervisory board member. Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments to governing bodies and the recommen- dations of the German Corporate Governance Code must be complied with when accepting further appointments. - Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Shareholders' Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed three regular statutory periods in office; this currently corresponds to 15 years. 160 Daimler Truck AG³ (member since September 24, 2019) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Waldemar Helber, Otterbach, Germany*2 none Memberships of comparable domestic and foreign super- visory bodies of commercial enterprises: none Prof. Dr. Thomas Carell, Munich, Germany*1 Dame Alison Carnwath DBE, Exeter, England*1 Senior Advisor Evercore Partners Member of the Supervisory Board since: May 2, 2014 Memberships of statutory supervisory boards in Germany: none Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: Zurich Insurance Group AG³ (independent, non-executive mem- ber of the Board of Directors) Zürich Versicherungs-Gesellschaft AG (subsidiary of Zurich Insurance Group AG)4 (independent, non-executive member of the Board of Directors) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none BP plc³ (non-executive director) Broadwell Capital Limited 4 (non-executive member of the Board of Directors) Tatjana Diether, Limburgerhof, Germany*2 Member of the Works Council of BASF SE, Ludwigshafen Site, and of the BASF Works Council Europe Member of the Supervisory Board since: May 4, 2018 Memberships of statutory supervisory boards in Germany: none Memberships of comparable domestic and foreign super- Professor for Organic Chemistry at Ludwig Maximilian University visory bodies of commercial enterprises: none Munich Member of the Supervisory Board since: May 3, 2019 Memberships of statutory supervisory boards in Germany: PACCAR Inc.³ (independent member of the Board of Directors) Coller Capital Ltd.4 (non-executive member of the Board of Directors) Responsibilities since January 1, 2020: Corporate Finance; Corporate Audit; Global Business Services; Global Digital Ser- vices; Global Procurement Responsibilities until December 31, 2019: Corporate Con- trolling; Corporate Audit; Finance; Catalysts; Coatings; Oil & Gas; Procurement & Supply Chain Services; Digitalization & Information Services Vice Chairman of the Board of Executive Directors Degree: Law, 60 years old, 32 years at BASF Protection of Company Property and Property of Business Partners Gifts and Entertainment Antitrust Legislation Protection of Data Privacy Protection of Environment, Health and Safety Human Rights, Labor and Social Standards Conflicts of Interest Money Laundering BASF's BASF's Code of Conduct Code of Conduct stipulates how these topics are handled conducted at divisional, regional and country levels. The regular compliance audits performed by the Corporate Audit department are another source for the systematic identification of risks. These risks are documented in the relevant risk or audit report. The same applies to specific risk minimization measures as well as the time frame for their implementation. One key element in the prevention of compliance violations is compulsory training and workshops held as classroom or online courses. All employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for example, antitrust legislation, taxes or trade control regulations. Training senior executives is a parti- cular focus. For instance, all newly appointed senior executives attend mandatory classroom training. Course materials and formats are constantly updated, taking into account the specific risks of individual target groups and business areas. In total, more than 55,000 participants worldwide received around 64,000 hours of compliance training in 2019. For more information on the BASF Code of Conduct, see basf.com/code_of_conduct Corruption Information Protection and Insider Trading Laws Code of Conduct forms core of our Compliance Program More than 55,000 Imports and Exports Participants in compliance training 86 internal audits conducted on compliance Our efforts are principally aimed at preventing violations from the outset. We perform systematic risk assessments to identify the risk of compliance violations, including corruption risks. These are BASF's Compliance Program is based on our corporate values and voluntary commitments, as well as international standards. It describes our commitment to responsible conduct and expecta- tions around how all BASF employees interact with business partners, officials, colleagues and the community. At the core of our Compliance Program is the global, standardized Code of Conduct received by every employee. All employees and manag- ers are obligated to adhere to its guidelines, which cover topics ranging from corruption and antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. For more information on securities transactions reported in 2019, see basf.com/en/directorsdealings An overview of the BASF shares held by individual members of the Board of Executive Directors can be found at basf.com/shares-held Information on the auditor The Annual Shareholders' Meeting of May 3, 2019, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Separate Financial Statements of BASF SE for the 2019 business year, as well as the corresponding management's reports. KPMG member firms also audit the majority of companies included in the Consolidated Financial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements. For this reason, a public call to tender was issued in 2015 to all auditors for the audit of the 2016 Consolidated and Separate Financial Statements, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the tendering process, the Audit Committee recom- mended to the Supervisory Board that it once again propose KPMG for election. After completing the tendering process, KPMG can now be proposed for election at the Annual Shareholders' Meeting as BASF's auditor without further tendering processes up to and including the 2025 business year. Alexander Bock has been the auditor responsible for the Consolidated Financial Statements since auditing the 2017 Financial Statements. Since the 2017 Finan- cial Statements, the auditor responsible for the Separate Financial Statements has been Dr. Stephanie Dietz. The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group companies for non-audit services, in addition to the auditing fee, was €0.9 million in 2019. This represents around 4.6% of the fees for auditing the financial statements. For more information, see Note 33 to the Consolidated Financial Statements on page 288 BASF Report 2019 156 About This Report 1 Abiding by compliance standards is the foundation of responsible leadership. This has also been embedded in our values. We are convinced that compliance with these standards will not only prevent the disadvantages associated with violations, such as penalties and fines; we also view compliance as the right path toward securing our company's long-term success. To Our Shareholders 3 Corporate Governance Compliance 4 Consolidated Financial Statements 5 Overviews Compliance Our Group-wide Compliance Program aims to ensure adher- ence to legal regulations and the company's internal guide- lines. Our employee Code of Conduct firmly embeds these mandatory standards into day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. Compliance Program and Code of Conduct ■ Integrated into corporate values ■ Regular compliance training for employees 2 Management's Report BASF Report 2019 157 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Board of Executive Directors 4 Consolidated Financial Statements 5 Overviews Management and Supervisory Boards Board of Executive Directors Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: About This Report Wintershall Dea GmbH, until April 30, 2019 Wintershall Holding GmbH (Chairman of the Supervisory Board) Wintershall AG (Chairman of the Supervisory Board) Comparable German and non-German supervisory bodies: Nord Stream AG (member of the Shareholders' Committee) Wintershall Dea GmbH (member of the Supervisory Board since May 1, 2019) Comparable German and non-German supervisory bodies: BASF Antwerpen N.V. (Chairman of the Administrative Council) There were seven members on the Board of Executive Directors of BASF SE as of December 31, 2019. As of January 1, 2020, the Board of Executive Directors comprises six members. The responsibilities within the Board have been reallocated. Dr. Martin Brudermüller Chairman of the Board of Executive Directors Degree: Chemistry, 58 years old, 32 years at BASF Responsibilities until December 31, 2019: Legal, Taxes, Insur- ance & Intellectual Property; Corporate Development; Corpo- rate Communications & Government Relations; Senior Executive Human Resources; Investor Relations; Compliance; Corporate Technology & Operational Excellence; Innovation Management Responsibilities since January 1, 2020: Corporate Legal, Compliance, Tax & Insurance; Corporate Development; Corporate Communications & Government Relations; Corporate Human Resources; Corporate Investor Relations First appointed: 2006, term expires: 2023 Dr. Hans-Ulrich Engel Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: 158 BASF Report 2019 For more information on human rights and labor and social standards, see basf.com/human_rights 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compliance 4 Consolidated Financial Statements 5 Overviews Compliance culture at BASF We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guidelines within the company. Thanks to the early introduction of our compliance stan- dards, which were consolidated in our global Code of Conduct in 2013, these are firmly established and recognized. We expect all employees to act in line with these compliance principles. Managers place a key role here – they serve as an example of and communicate our values and culture both internally and externally. Monitoring adherence to our compliance principles BASF's Chief Compliance Officer (CCO) reports directly to the Chair- man of the Board of Executive Directors and manages the further development of our global compliance organization and our Compliance Management System. The CCO is supported in this task by more than 100 compliance officers worldwide in the regions and countries as well as in the divisions. Material compliance topics are regularly discussed in the compliance committees established at global and regional level. The CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major developments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. - We particularly encourage our employees to actively and promptly seek guidance if in doubt. They can consult their managers, dedicated specialist departments, such as the Legal department, and company compliance officers. We have also set up more than 50 external hotlines worldwide that our employees can use including anonymously to report potential violations of laws or company guidelines. All hotlines are also open to the public. Each concern is documented according to specific criteria, properly investigated in line with standard internal procedures and answered as quickly as - possible. The outcome of the investigation as well as any measures taken are documented accordingly and included in internal reports. In 2019, 408 calls and emails were received by our external hotlines (2018: 397). The information received related to all categories of our Code of Conduct, including environmental and human rights issues, corruption and handling of company property. We carefully investi- gated all cases of suspected misconduct that came to our attention and took countermeasures on a case-by-case basis. These included, for example, improved control mechanisms, additional informational and training measures, clarification and expansion of the relevant internal regulations, as well as disciplinary measures as appropriate. Most of the justified cases related to personal misconduct in connection with the protection of company property, inappropriate handling of conflicts of interests or gifts and invitations. In such isolated cases, we took disciplinary measures in accordance with uniform internal standards and also pursued claims for damages where there were sufficient prospects of success. In 2019, violations of our Code of Conduct led to termination of employment in a total of 52 cases (2018: 48) across all employee groups including senior executives. BASF's Corporate Audit department monitors adherence to compli- ance principles, covering all areas in which compliance violations could occur. They check that employees uphold regulations and make sure that the established processes, procedures and monitoring tools are appropriate and sufficient to minimize potential risks or preclude violations in the first place. In 2019, 86 Group-wide audits of this kind were performed (2018: 84). Our compliance management system itself is also regularly audited by the internal Corporate Audit department, most recently in November 2018. Overall, the audits confirmed the effectiveness of the compliance management system. We monitor our business partners in sales for potential compliance risks based on the global Guideline on Business Partner Due Diligence using a checklist, a questionnaire and an internet-based analysis. The results are then documented. If business partners are not prepared to answer the questionnaire, we do not enter into a business relationship with them. A dedicated global Supplier Code of Conduct applies to our suppliers, which covers compliance with environmental, social and corporate governance standards, among other requirements. As part of our trade control processes, we also check whether persons, companies or organizations appear on sanction lists due to suspicious or illegal activities, and whether there are business processes with business partners from or in countries under embargo. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, there is an internal guideline to respect international labor and social standards that is applicable throughout the Group. Outside of our company, too, we support respect for human rights and the fight against corruption. We are a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. For more information on the Supplier Code of Conduct and supplier assessments, see page 102 onward Independence: To ensure the independent monitoring and con- sultation of the Board of Executive Directors, the Supervisory Board should have an appropriate number of independent members on the board as a whole, and an appropriate number of independent shareholder representatives. The Supervisory Board deems this to be the case if more than half of the shareholder representatives and at least eight members of the Supervisory Board as a whole can be considered independent. Effective immediately, the Super- visory Board's assessment of independence is based on the criteria in the new version of the German Corporate Governance Code, which was revised in 2019 (2020 Code). Among other things, this means that a member of the Supervisory Board is no longer considered independent if they have been a member of the board for 12 years or longer. The previous threshold was a member- ship duration of 15 years. The Supervisory Board has additionally defined the following principles to clarify the meaning of indepen- dence: The independence of employee representatives is not compromised by their role as an employee representative or employment by BASF SE or a Group company. Prior membership of the Board of Executive Directors does not preclude indepen- dence following the expiry of the statutory cooling-off period of two years. Material transactions between a Supervisory Board member or a related party or undertaking of the Supervisory Board member on the one hand, and BASF SE or a BASF Group company on the other, exclude a member of the Supervisory At least one member with in-depth experience in digitalization, information technology, business models and start-ups Board from being qualified as independent. A material transaction is defined as one or more transactions in a single calendar year with a total volume of 1% or more of the sales of the companies involved in each case. In the same way, if a Supervisory Board member or a related party of a Supervisory Board member has a personal service or consulting agreement with BASF SE or one of its Group companies with an annual compensation of over 50% of the Supervisory Board compensation, or a Supervisory Board member or a related party of a Supervisory Board member holds more than 20% of the shares in a company in which BASF SE is indirectly or directly the majority shareholder, they likewise do not qualify as independent. According to the Supervisory Board's own assessment, its current composition meets all of the requirements of the competence pro- file. With the election of the new Supervisory Board member Alexander C. Karp at the Annual Shareholders' Meeting 2019, the competence area of digitalization - which is key to the future viability of BASF - is now also fully covered. BASF Report 2019 151 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk 5 Overviews - - management system, and the internal auditing system as well as compliance issues Duties · Identifies suitable candidates for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, negotiates auditing fees, evalu- ates the quality of the audit, and establishes the conditions for the provision of the auditor's nonaudit services; the chairman of the Strategy Committee Audit Committee regularly discusses this with the auditor outside of meetings as well Deals with follow-up assessments of acquisition and investment projects - Is authorized to request any information that it deems necessary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Consoli- dated Financial Statements and the Management's Reports including the Nonfinancial Statements and discusses the quarterly statements and the half-year financial report with the Board of Executive Directors prior to their publication Dame Alison Carnwath DBE (chairman), Tatjana Diether, Franz Fehrenbach (until February 29, 2020), Anke Schäferkordt (since March 1, 2020), Michael Vassiliadis The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Executive Directors on management issues. As members of the Supervisory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the statutory gender quota for the Supervisory Board. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). The Supervisory Board of BASF SE comprises 12 members. Six members are elected by the shareholders at the Annual Share- holders' Meeting. The remaining six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. It is planned to reduce the period of appointment for the members of the Supervisory Board from five to four years. The aim is to ensure that the maximum membership duration up to which a Supervisory Board member can be classified as independent continues to correspond to a total of three election terms. The Supervisory Board reduced this duration from 15 to 12 years in accordance with the new version of the German Corporate Governance Code, which was revised in 2019 (2020 Code). A change to the Statutes to this effect will be proposed to the Annual Shareholders' Meeting 2020. The meetings of the Supervisory Board and its committees are called by their chairpersons and, independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions in each case. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through other means of communication outside of the meetings, as long as no member objects to this form of passing a resolution. The Board of Executive Directors regularly informs the Supervisory Board about matters such as the course of business and expected developments, the financial position and results of operations, corporate planning, the implementation of the corporate strategy, business opportunities and risks, and risk and compliance manage- ment. The Supervisory Board has embedded the main reporting requirements in an information policy. The Chairman of the Super- visory Board is in regular contact with the Board of Executive Directors, especially with its chairman, outside of meetings as well. BASF SE's Supervisory Board has established a total of four Super- visory Board Committees: the Personnel Committee, the Audit Committee, the Nomination Committee and the Strategy Committee. A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found from page 160 onward The compensation of the Supervisory Board is presented in the Compensation Report from page 174 onward The Statutes of BASF SE and the Employee Participation Agreement can be found at basf.com/statutes and basf.com/en/corporate governance Duties Personnel Committee Dr. Jürgen Hambrecht (chairman), Michael Diekmann (until May 3, 2019), Franz Fehrenbach (since May 3, 2019), Sinischa Horvat, Michael Vassiliadis Duties _ Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Executive Directors When making recommendations for appointments to the Board of Executive Directors, considers professional qualifications, international experience and leadership skills as well as long- term succession planning, diversity, and especially the appro- priate consideration of women Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to members of the Board of Executive Directors Audit Committee Members Members ■ Four Supervisory Board committees Financial experts Nomination Committee BASF Report 2019 152 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 The following requirements and objectives are considered essential to the composition of the Supervisory Board as a collective body: Consolidated Financial Statements - - - - - - Leadership experience in managing companies, associations and networks Members' collective knowledge of the chemical sector and the related value chains - Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, law and compliance as well as one independent member with accounting and auditing expertise ("financial expert") within the meaning of section 100(5) of the German Stock Corporation Act (AktG) 5 Overviews Dame Alison Carnwath DBE and Franz Fehrenbach are members with special knowledge of, and experience in, applying accounting and reporting standards and internal control methods pursuant to the German Corporate Governance Code. Competence profile ■ Composition criteria: professional and personal qualifications, diversity, and independence Members Dr. Jürgen Hambrecht (chairman), Prof. Dr. François Diederich (until May 3, 2019), Prof. Dr. Thomas Carell (since May 3, 2019), Dame Alison Carnwath DBE, Michael Diekmann (until May 3, 2019), Dr. Alexander C. Karp (since May 3, 2019), Franz Fehrenbach, Anke Schäferkordt Members Dr. Jürgen Hambrecht (chairman), Dame Alison Carnwath DBE, Michael Diekmann (until May 3, 2019), Franz Fehrenbach (since May 3, 2019), Waldemar Helber, Sinischa Horvat, Michael Vassiliadis Duties - Handles the further development of the company's strategy - Prepares resolutions of the Supervisory Board on the company's major acquisitions and divestitures Meetings and meeting attendance In the 2019 business year, meetings were held as follows: The Supervisory Board met six times. One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. On December 21, 2017, the Supervisory Board therefore agreed on objectives for the composition, the competence profile and the diversity concept of the Supervisory Board in accordance with section 5.4.1 of the German Corporate Governance Code in the version dated February 7, 2017, and section 289f(2) no. 6 of the German Commercial Code (HGB). These were expanded on December 19, 2019, in particular with respect to the criteria for assessing independence, based on the new recommendations of the German Corporate Governance Code, which was revised and amended in 2019 (2020 Code). The guiding principle for the com- position of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Directors of BASF SE. Candidates shall be proposed to the Annual Shareholders' Meeting for election to the Supervisory Board who can, based on their pro- fessional expertise and experience, integrity, commitment, inde- pendence and character, successfully perform the work of a super- visory board member at an international chemical company. - - The Audit Committee met five times. · The Nomination Committee met once. - The Strategy Committee met once. With the exception of one meeting, at which one member was absent, all respective members attended all meetings of the Super- visory Board. With the exception of the meeting of the Nomination Committee, at which one member was absent, all respective members attended all meetings of the Supervisory Board's committees. For more information on the Supervisory Board's activities and resolutions in the 2019 business year, see the Report of the Supervisory Board from page 176 onward For an individual overview of meeting attendance, see basf.com/supervisoryboard/meetings The Supervisory Board's Rules of Procedure and its committees can be found at basf.com/supervisoryboard Competence profile, diversity concept and objectives for the composition of the Supervisory Board - The Personnel Committee met four times. ■ Supervisory Board appoints, monitors and advises Board of Executive Directors Supervision of company management by the Supervisory Board 5 Overviews ■ Shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting ■ One share, one vote appointed proxies until the end of the agenda discussion during the Annual Shareholders' Meeting. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of "one share, one vote." All shareholders entered in the share register are entitled to participate in the Annual Shareholders' Meetings, to have their say concerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. Shareholders exercise their rights of co-administration and super- vision at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders' Meeting elects half of the members of the Super- visory Board and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the Implementation of the German Corporate Governance Code distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share register according to the German Stock Corporation Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Share- holders' Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. Individual instructions are only forwarded to the company on the morning of the day of the Annual Shareholders' Meeting. Voting rights can be exercised according to shareholders' instructions by company- ■ BASF SE follows all recommendations of German Corporate Governance Code BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. BASF SE follows all of the recommendations of the German Corporate Governance Code in the version dated February 7, 2017, the version in force on submission of the Declaration of Conformity. The additional recommendations of the new German Corporate Governance Code, which was revised in 2019 and is still to be published in the Federal Gazette (Bundesanzeiger) (2020 Code), are likewise largely already met. The remaining necessary implementation measures have already been initiated. In the same manner, BASF follows nearly all of the nonobligatory suggestions of both of the above versions of the German Corporate Governance Code. We have not implemented the suggestion to enable shareholders to follow the proceedings of the entire Annual Shareholders' Meeting online. BASF Report 2019 Shareholders' rights 154 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements 5 Overviews The Annual Shareholders' Meeting is publicly accessible via online broadcast until the end of the speech by the Chairman of the Board of Executive Directors. The subsequent discussion of items on the agenda is not accessible online in order to preserve the character of the Annual Shareholders' Meeting as a meeting attended by our shareholders on-site. The joint Declaration of Conformity 2019 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 183 About This Report For more information on the Declaration of Conformity 2019, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/corporate governance The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/corporate governance of women in its leadership team. The company is carrying out, and constantly enhancing, worldwide measures to this effect. According to the Supervisory Board's assessment, 11 of the 12 current members are considered independent based on the above criteria. Only one Supervisory Board member is no longer classified as independent: Franz Fehrenbach has been a member of the Supervisory Board since January 2008 and thus no longer meets the newly applied criterion of a membership duration of less than 12 years as of January 2020. To continue to ensure the full indepen- dence of the Audit Committee, the Supervisory Board therefore resolved to appoint Anke Schäferkordt to the Audit Committee as the second shareholder representative in place of Franz Fehren- bach, effective March 1, 2020. For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the following section The independent Supervisory Board members are named under Management and Supervisory Boards from page 159 onward BASF Report 2019 153 About This Report 1 To Our Shareholders For more information on women in leadership positions in the BASF Group worldwide, see page 27 For more information on the inclusion of diversity, including promotion of women, see the chapter on Employees in the Management's Report on page 128 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Commitments to promote the participation of women in leadership positions at BASF SE ■ Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management The supervisory board of a publicly listed European stock corporation (SE) that is composed of the same number of shareholder and employee representatives must, according to section 17(2) of the SE Implementation Act, consist of at least 30% women and 30% men. Since the 2018 Annual Shareholders' Meeting, the Super- visory Board of BASF SE comprises four women, of whom two are shareholder representatives and two are employee representatives, and eight men; its composition meets the statutory requirements. As a target figure for the Board of Executive Directors, the Super- visory Board determined that, in accordance with section 111(5) AktG for the second target-attainment period after the law's entry into force, which began on January 1, 2017, the Board of Executive Directors should continue to have at least one female member. This represented 12.5% on the date the target was set (based on eight members of the Board of Executive Directors), and represents 16.7% as of January 1, 2020 (based on six Board members). The Board of Executive Directors also decided on target figures for the proportion of women in the two management levels below the Board of Executive Directors of BASF SE: Women are to make up 12.1% of the leadership level directly below the Board, and the level below that is to comprise 7.3% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving the goals for the second target-attainment period was set for December 31, 2021. BASF views the further development and promotion of women as a global duty independent of individual Group companies. We set ourselves ambitious global goals for this and made further progress in 2019. BASF will continue working on expanding the percentage 3 Corporate Governance Corporate Governance Report Disclosures according to section 315a(1) of the German Commercial Code (HGB) and explanatory report of the Board of Executive Directors according to section 176(1) sentence 1 of the German Stock Corporation Act (AktG) As of December 31, 2019, the subscribed capital of BASF SE was €1,175,652,728.32, divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). At least 30% women and 30% men BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors' and officers' liability insurance). This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG and for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code in the version dated February 7, 2017 (10% of damages up to one-and-a- half times the fixed annual compensation). Share ownership by members of the Board of Executive Directors and the Supervisory Board No member of the Board of Executive Directors or the Supervisory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share dealings of the Board of Executive Directors and Supervisory Board' As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to disclose the purchase or sale of financial instruments of BASF SE (e.g., shares, bonds, options, forward contracts, swaps) to the Federal Financial Super- visory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the company if transactions within the calendar year exceed the threshold of €5,000. In 2019, a total of 26 purchases by members of the Board of Executive Directors and the Supervisory Board and members of their families subject to disclosure were reported as directors' dealings, involving between three and 10,000 - The Supervisory Board strives to achieve a reasonable level of diversity with respect to character, gender, international represen- tation, professional background, specialist knowledge and experi- ence as well as age distribution, and takes the following composition criteria into account: Diversity concept Directors' and officers' liability insurance For more information on the Supervisory Board's competence profile, see basf.com/supervisoryboard At least one member with in-depth experience in human resources, society, communications and the media About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements Specialist knowledge and experience in sectors outside of the chemical industry For more information on bonds issued by BASF SE, see basf.com/bonds Employees of BASF SE and its subsidiaries who are classed as senior executives will receive a severance payment if their contract of employment is terminated by BASF within 18 months of a change of control event, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change of control event. The remaining specifications stipulated in section 315a(1) HGB refer to situations that are not applicable to BASF SE. In the event of a change of control, members of the Board of Execu- tive Directors shall, under certain additional conditions, receive compensation (details of which are listed in the Compensation Report on page 172). A change of control is assumed when a share- holder informs BASF of a shareholding of at least 25% or the increase of such a holding. This change of control compensation will no longer be awarded to outgoing members of the Board of Execu- tive Directors effective January 1, 2020, with the introduction of the amended compensation system for the Board of Executive Directors, which will be submitted for approval to the Annual Shareholders' Meeting on April 30, 2020. The appointment and dismissal of members of the Board of Execu- tive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84 and 85 AktG as well as Article 7 of the Statutes of BASF SE. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chairperson, as well as one or more vice chair- persons. The members of the Board of Executive Directors are appointed for a maximum of five years. As a general rule, the initial term of appointment for Board members at BASF is three years. Reappointments are permissible. The Supervisory Board can dis- miss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence by the Annual Shareholders' Meeting. The Supervisory Board decides on appointments and dismissals according to its own best judgment. According to Article 59(1) of the SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to German stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, section 179(2) of the German Stock Corporation Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve on amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repur- chased BASF shares and after a new issue of shares from autho- rized capital. By way of a resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 million by issuing new shares against contributions in cash or in kind (authorized capital). A right to subscribe to the new shares shall be granted to shareholders. This can also be achieved by a credit institution acquiring the new shares with the obligation to offer these to share- holders (indirect subscription right). The Board of Executive Directors is authorized to exclude the statutory subscription right of share- holders to a maximum amount of a total of 10% of share capital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization does not exceed 10% of the shares currently in issue or, in eligible individual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to May 11, 2022, by way of a resolution of the Annual Shareholders' Meeting on May 12, 2017. A right to sub- scribe to the bonds shall be granted to shareholders. The Board of Executive Directors is authorized to exclude the subscription right in certain exceptional cases that are defined in Article 5(9) of the BASF SE Statutes. At the Annual Shareholders' Meeting on May 12, 2017, the Board of Executive Directors was authorized to purchase up to 10% of the shares in issue at the time of the resolution (10% of the company's share capital) until May 11, 2022. At the discretion of the Board of Executive Directors, the purchase can take place on the stock exchange or by way of a public purchase offer directed to all share- holders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash payment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, particularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the shareholders' subscription right is excluded. The Board of Executive Directors is furthermore authorized to retire the shares bought back and to reduce the share capital by BASF Report 2019 155 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements 5 Overviews the proportion of the share capital accounted for by the retired shares. Bonds issued by BASF SE grant the bearer the right to request early repayment of the bonds at nominal value if, after the date of issue of the bond, one person - or several persons acting together - hold or acquire a volume of BASF SE shares that corresponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days of the change of control event. Status of implementation - At least 30% of members have international experience based on their background or professional experience 1 Obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR) BASF shares or BASF ADRs. The price per share was between €56.85 and €68.21. The volume of the individual trades was between €188.31 and €585.500. The disclosed share transactions are pub- lished on BASF SE's website. BASF Report 2019 About This Report 167 BASF Report 2019 The variable component of the pension unit is the result of multiplying the fixed pension component with a performance factor based on the relevant ROCE in the reporting year concerned, as well as the performance factors relevant to the performance bonus (variable pension component). As part of the pension benefits granted to the Board of Executive Directors (Board Performance Pension), company pension benefits are intended to accrue annual pension units, the amount of which depends on the company's success and the performance of the Board of Executive Directors as a whole in the business year concerned. The method used to determine the amount of the pension benefits generally corresponds to that used for all other senior executives of the BASF Group in Germany. The annual pension benefits accruing to Board members in a given reporting year (pension unit) are composed of a fixed and a variable compo- nent. The fixed component is calculated by multiplying the annual fixed salary above the social security contribution ceiling by 32% (fixed pension component). Pension benefits due: On reaching the retirement age of 60 (63 for members first appointed to the Board of Executive Directors since 2017) or on account of disability or death - Pension entitlement: retirement, disability and surviving dependents' pensions Accrual of annual pension units, the amount of which depend on the company's success and the performance of the Board of Executive Directors as a whole Board Performance Pension 5. Company pension benefits The members of the Board of Executive Directors are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company. This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 of the German Stock Corporation Act. Members of the Board of Executive Directors receive various fringe benefits in addition to the abovementioned cash compensation. Fringe benefits include delegation allowances, accident insurance premiums, transportation and benefits from the provision of security measures by the company. The fringe benefits granted by the company are subject to specific provisions and thereby also limited in its amount. 4. Nonmonetary compensation and other additional compensation (fringe benefits) For more information on the LTI program, see page 130 and from page 284 onward For more information on share ownership by members of the Board of Executive Directors, see page 156 Due to the multiple-year exercise period, it can occur that exercise gains from several LTI program years accumulate inside of one year; there can also be years without any exercise gains. 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements To Our Shareholders 1 About This Report 168 BASF Report 2019 Furthermore, a reconciliation statement for total compensation to be reported is provided below the table "Compensation granted in accordance with the German Corporate Governance Code (GCGC)" due to the disclosures required by section 314(1) no. 6a of the German Commercial Code (HGB) in connection with the German Accounting Standard 17 (GAS 17). The table "Compensation granted in accordance with the German Corporate Governance Code (GCGC)" shows: fixed salary, fringe benefits, performance bonus, LTI program measured at fair value as of the grant date and service cost. The individual compensation components are supplemented by individually attainable minimum and maximum compensation. Compensation granted in accordance with the German Corporate Governance Code (GCGC) In total, the maximum exercise gain (cap) is limited to five times the individual investment and can amount to a maximum of €3,750,000 for an ordinary member of the Board of Executive Directors. The maximum amount for the chairman of the Board of Executive Directors is two times the maximum value for an ordinary Board member, and 1.33 times this value for the vice chairman. The tables on pages 169 to 171 show the granted and allocated compensation as well as service cost of each member of the Board of Executive Directors in accordance with section 4.2.5(3) of the German Corporate Governance Code (GCGC) in the version dated February 7, 2017. A withholding and clawback clause was introduced as of January 1, 2018, for the performance bonus and the LTI program for all members of the Board of Executive Directors. In the event that a Board member commits a serious infringement of the Code of Conduct of BASF Group or of the duty of care as a member of the management of the company, this provision allows for a reduction or cancellation of not yet paid variable compensation as well as the clawback of variable compensation paid out since January 1, 2018. Withholding and clawback clause Board members are members of the BASF Pensionskasse WaG, as are generally all employees of BASF SE. Contributions and benefits are determined by the Statutes of the BASF Pensionskasse VVaG and the General Conditions of Insurance. The pension units also include survivor benefits. Upon the death of an active or former member of the Board of Executive Directors, the surviving spouse receives a survivor pension amounting to 60% of the Board member's pension entitlement. The orphan pension amounts to 10% for each half-orphan, 33% for an orphan, 25% each for two orphans and 20% each for three or more orphans of the pension entitlement of the deceased (former) Board member. Total survivor benefits may not exceed 75% of the Board member's pension entitlement. If the survivor pensions exceed the upper limit, they will be proportionately reduced. This is the amount that is payable on retirement, disability or death. Pension benefits fall due at the end of service on reaching the age of 60 (for members first appointed to the Board of Executive Directors after January 1, 2017: on reaching the age of 63), or on account of disability or death. Pension payments are reviewed on a regular basis and adjusted by at least 1% each year. Members of the Board of Executive Directors have the option to choose between payment of their pension entitlements in the form of a lifelong pension or a lump sum. The amount of the lump-sum payment is calculated by capitalizing the annual pension entitlement accrued as of the end of the service period as a member of the Board of Executive Directors. The sum of the pension units accumulated over the reporting years determines the respective Board member's pension benefit in the event of a claim. The amount resulting from the fixed and the variable pension component is converted into a pension unit (lifelong pension) using actuarial factors (annuity conversion factor). The currently applied annuity conversion factor is based on an actuarial interest rate of 5%, the probability of death, invalidity and bereavement according to Heubeck Richttafeln, 2005G (modified) and an assumed pension increase (at least 1% each year). 5 Overviews Amount of total compensation Performance threshold, right A: BASF share price increases at least 30% compared with the base price on the option grant date for the LTI program concerned. The value of right A is calculated as the difference between the market price of BASF shares on the exercise date and the base price on the option grant date. It is limited to 100% of the base price (cap). The base price for an LTI program is the volume-weighted average share price in Deutsche Börse AG's electronic trading system (Xetra) on the first trading day after the Annual Shareholders' Meeting of BASF SE in the year in which the LTI program is granted. The base price for the LTI program granted in 2019 was €68.21 (2018: €85.45). Performance threshold, right B: The cumulative percentage performance of the BASF share exceeds that of the MSCI World Chemicals Index (outperformance) and the price of the BASF share on the exercise date equals at least the base price. The value of right B is calculated as the base price of the option multiplied by twice the outperformance of BASF shares on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. - Each option consists of right A (absolute performance threshold) and right B (relative performance threshold), whose value is deter- mined by different performance targets. At least one of the two conditions must be met in order for the option to be exercised: - Absolute performance threshold: BASF share price gains at least 30% compared with the base price for the LTI program concerned - LTI program 3. Long-term, share price-based incentive program (LTI program) 0.6375 ROCE factor 2019: €1,600,000 Target amount 2019 performance bonus (2019-2022): Relative performance threshold: BASF shares outperform the MSCI World Chemicals Index and no share price loss compared with the base price on the option grant date Performance bonus (gross) for a full-year ordinary member of the Board of Executive Directors ROCE factor 2019: For the 2018 performance bonus period (2018-2021), a strategic performance factor of 1.1 was determined in 2019 for the deferral component based on the targets agreed in 2018. The targets on the share of investment in emerging markets, portfolio restructuring, leveraging synergies, and CO2 equivalent emissions were exceeded. The volumes growth and Accelerator sales targets were not met. The employee engagement target was met despite comprehen- sive restructuring and portfolio measures. - Overall, the strategic targets were reached in 2019, resulting in a strategic performance factor (SPF 2019) of 1.0: Strategic performance factor (SPF 2019): 5 Overviews The BASF Group's ROCE, which is used to determine compensa- tion, was 7.7% in 2019. The target ROCE for 2019 was 11%, with the average cost of capital unchanged at 10%. Accordingly, the ROCE factor for 2019 was 0.6375. 2 Management's Report - Share ownership obligation: Mandatory individual investment in BASF shares with a holding obligation of 10% of the actual performance bonus (gross), plus up to an additional 20% of the actual performance bonus (gross) - Term: eight years 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 166 (2,832) - Four options are granted for each BASF share brought into the LTI program as an individual investment. After a four-year vesting period, there is a four-year exercise period during which the members of the Board of Executive Directors can exercise these options if performance thresholds are met. During the exercise period, the exercising of options is prohibited during certain periods (closed periods). Each member of the Board of Executive Directors can individually decide on the timing and extent of the exercising of options. Once the options are exercised, the computed value of the options is paid out in cash (cash settlement). €969,000 Actual amount 2019 performance bonus (gross) (2019-2022): 2 0.9 + 1.0 2 OPF 2019 + SPF 2019 - Maximum exercise gain (cap): five times the individual investment - Exercise first possible: four years after the grant date (vesting period) An LTI program exists for members of the Board of Executive Directors. It is also offered to all other senior executives of the BASF Group, with a small number of modifications. To take part in the program, each participant must prove an individual investment in BASF shares and hold the shares for this purpose for a defined period of time (holding period). The individual investment can amount to a maximum of 30% of the participant's performance bonus (gross) for the previous year. The members of the Board of Executive Directors are obligated to invest at least 10% of their indi- vidual performance bonus (gross) for the previous year in the LTI program each year (share ownership obligation). This mandatory investment is subject to a holding period of four years. For any further additional voluntary investment of up to 20% of the perfor- mance bonus (gross) for the previous year, the general holding period of two years applies. 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews 3,252 1,140 5,761 661 387 387 387 1,023 699 699 699 709 491 491 491 3,762 3,244 3,449 5,467 846 2,867 1,250 667 492 796 421 0 2,121 421 1,223 0 512 0 2,121 3,101 2,857 836 5,457 2,933 2,121 4 Consolidated Financial Statements 5,844 3,566 2019 2019 2019 2019 2019 2019 2019 2019 (Member of the Board of Executive Directors until December 31, 2019) Sanjeev Gandhi Executive Directors (since May 4, 2018) Vice Chairman of the Board of Saori Dubourg Dr. Hans-Ulrich Engel Dr. Martin Brudermüller Chairman of the Board of Executive Directors (since May 4, 2018) Thousand € Compensation granted in accordance with the German Corporate Governance Code (GCGC) 2018 2019 (min) (max) 1,545 6,166 4,158 3,743 1,631 6,252 800 0 3,956 2019 (max) (min) 2019 2018 (max) (min) 2019 2018 2018 0 3 Corporate Governance Compensation Report 1 To Our Shareholders 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 163 BASF Report 2019 a Amounts apply to an ordinary member of the Board of Executive Directors. The amount for the chairman of the Board of Executive Directors is two times this value, and 1.33 times this value for the vice chairman. b To reach the cap, a Board member must make the maximum individual investment based on the maximum performance bonus and the set limit on the gain from exercising the options granted must be reached. The annual service cost is the accounting figure for the pension entitlements accrued in the relevant business year The annual amount corresponds to the value of nonmonetary compensation 5. Company pension benefits 4. Fringe benefits In a period of 4 to 8 years after the grant date, depending on individual exercise date €3,750,000a,b Payment Сар 5 Overviews Compensation Report Target agreement and evaluation Schematic overview: performance bonus, part 1 + SPF + SPF SPF (50% of the performance bonus (gross)) Deferral component Schematic overview: performance bonus, part 2 50% Performance bonus (gross) The annual amount granted is dependent on the fair value of the options as of the grant date and the scope of the individual investment 2 ✗ Year 1 Year 1 Target bonus + SPF OPF Performance bonus, part 1 50% ROCE factor Year 1 Performance bonus, part 2: after the end of the four-year performance period €2,500,000ª b Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. a Payment was made partly in local currency abroad based on a theoretical net salary in Germany. (387) 1,742 (661) 2,208 Total compensation Less service cost 485 707 Plus allocated actual annual variable compensation (performance bonus, part 1) Less granted 2019 performance bonus (2019-2022), (one-year component and deferral component) Less granted 2018 performance bonus (2018-2021), (one-year component and deferral component) (1,600) (1,600) (1,600) (1,600) (1,600) (1,600) c Fringe benefits include the payment of additional taxes for 2018 and/or 2019 and tax back payments for previous years arising in connection with transfers. d From the 2019 reporting year onward, the fixed salary is presented on the basis f the fixed salary (gross) in accordance with the Board member's contract. 707 485 707 €1,600,000ª In equal installments €800,000ª Payment Cap Annual target Payment 170 Performance bonus, part 1: after the Annual Shareholders' Meeting for the past business year BASF Report 2019 2,556 1,752 2,040 (491) (709) (699) (1,023) 485 2,137 Year 2 Year 3 + SPF +2 pp +1 pp Target ROCE -1 pp -2 pp -4 pp -3 pp -6 pp -5 pp above the target ■ROCE, the ROCE factor is increased by 0.05 for each full percentage point. percentage points If the actual ROCE is more than 6 17.0% 13.0% 11.0% 5.0% A ROCE factor is assigned to each relevant ROCE value. If the ROCE is two percentage points or more below the target ROCE, the ROCE factor will decline at a faster rate. The ROCE factor will increase at a slower rate if the ROCE is two percentage points or more above the target ROCE. For more information on operating assets, see Value-Based Management on page 30 The ROCE of the particular fiscal year serves as the key performance indicator for the success of the company when determining the performance bonus. ROCE is the ratio of income from operations (EBIT) of the segments in relation to the average operating assets of the segments, plus the customer and supplier financing not included there. +3 pp +4 pp +5 pp +6 pp About This Report 165 BASF Report 2019 In determining the operational performance factor, the Supervisory Board took into account the fact that only 50% of its expectations for the economic environment at the time the 2019 budget was adopted (see page 117 onward of the BASF Report 2018) were fulfilled. The target of generating a strong free cash flow as a basis for increasing the dividend was met. The target for EBIT before special items (slight increase) was not met. Sales did not meet the target of slight growth, mainly from higher sales volumes and portfolio effects. - Determination of the ROCE factor - The comparison of operational targets (see page 120 onward of the BASF Report 2018) with target achievement, taking into account the economic environment forecast at the beginning of the year and actual economic conditions, resulted in an operational performance factor (OPF 2019) of 0.9: Operational performance factor (OPF 2019): The performance bonus (gross) for 2019 was determined on the basis of target achievement as ascertained by the Supervisory Board and ROCE for the 2019 business year. Target agreement and target achievement in 2019 The Supervisory Board sets a maximum amount for the performance bonus (cap). The current total cap is €2,500,000 for an ordinary member of the Board of Executive Directors (performance bonus, part 1 and performance bonus, part 2). The maximum amount for the chairman of the Board of Executive Directors is two times this value, and 1.33 times this value for the vice chairman. If the target ROCE is met and the target achievement is 100%, the performance bonus is double the fixed salary (target amount). The ROCE factor is 1.0 if the ROCE achieved in the fiscal year is one percentage point above the weighted cost of capital percentage (based on the weighted average cost of capital, WACC, in accor- dance with the Capital Asset Pricing Model) for that year, meaning an appropriate premium on the cost of capital was earned. In calculating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (for example, integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of plus or minus 1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. >6 pp - Values between these figures are interpolated 1.5 1.0 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 164 BASF Report 2019 The achievement of operational and strategic targets is evaluated separately. The amount of the performance bonus thus takes into account the Board of Executive Directors' performance for both the short-term and long-term success of the company. The Board of Executive Directors' target agreement contains opera- tional and strategic objectives. The operational targets (primarily earnings, financial, investment and operational excellence targets) cover the company's short-term financial performance. The strategic targets relate to BASF's medium and long-term development on the basis of the corporate strategy. They comprise targets for growth, portfolio optimization, investment and R&D strategy, digitalization, sustainability and the BASF corporate values. 4 Consolidated Financial Statements Performance bonus, part 2 investment and operational excellence targets such as EBITDA before special items and sales One-year operational targets, primarily earnings, financial, - In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the Board of Executive Directors as a whole. The target agreement contains: Target agreement Deferral Components 4 Year 4 Multiple-year strategic targets relating to the further development of BASF, primarily targets for growth, portfolio optimization, investment and R&D strategy, digitalization, sustainability and BASF corporate values 2 Management's Report 5 Overviews An operational performance factor and a strategic performance factor, each with a value between 0 and 1.5, are determined on the basis of the target achievement ascertained by the Supervisory Board. A target achievement rate of 100% equates to a value of 1.0 for the performance factor. The maximum performance factor of 1.5 applies for a target achievement rate of 125% and over; a target achievement rate of 50% or less represents a performance factor of 0. 0.5 0 Performance factor 0.3 100% ≥125% 75% ≤50% Target achievement Determination of performance factors if the actual ROCE is more than 6 percentage points below the target ROCE. 0.8 9.0% 1.0 1.2 1.5 ROCE factor ROCE factor Target achievement and performance factor A special resolution by the Supervisory Board is required Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in connection with GAS 17 800 0 800 1,250 0 800 1,663 0 1,064 - 2,500 0 (1,600) (3,200) (2,128) (1,600) - (1,600) - 0 1,250 2,303 2,346 800 973 1,416 50% of the 2018 performance bonus (2018-2021), deferral component 3,371 0 1,221 1,467 (1,600) 2,263 1,001 1,130 4,244 0 1,577 1,640 6,253 0 0 800 Plus allocated actual annual variable compensation (performance bonus, part 1) 969 a Payment was made partly in local currency abroad based on a theoretical net salary in Germany. b Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. c Fringe benefits include the payment of additional taxes for 2018 and/or 2019 and tax back payments for previous years arising in connection with transfers. d From the 2019 reporting year onward, the fixed salary is presented on the basis of the fixed salary (gross) in accordance with the Board member's contract. BASF Report 2019 169 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Compensation granted in accordance with the German Corporate Governance Code (GCGC) Thousand € Michael Heinz Dr. Markus Kamieth Wayne T. Smith 2019 3,433 3,772 1,842 1,895 860 644 707 485 707 485 Less service cost Total compensation 1,251 (1,111) 3,690 (626) (366) (1,029) (704) (789) (510) 2,612 2,290 (573) 3,375 50% of the 2019 performance bonus (2019-2022), deferral component 1 1,064 2,233 6,179 6,382 510 510 510 789 704 704 704 1,029 366 366 366 626 573 573 10,986 4,324 4,140 1,499 Less granted 2019 performance bonus (2019-2022), (one-year component and deferral component) Less granted 2018 performance bonus (2018-2021), (one-year component and deferral component) Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in connection with GAS 17 1,250 0 800 1,250 о 573 800 3,037 5,058 5,454 5,373 1,860 3,661 3,817 7,406 7,658 1,111 7,148 2,527 513 3,753 0 746 667 330 667 887 0 2,500 1,600 Total compensation in accordance with GCGC Service cost Total LTI program 2019 (2019-2027) LTI program 2018 (2018-2026) 1,663 о 0 2018 2,581 0 4,548 4,665 4,669 1,156 2,957 2,788 7,040 1,133 201 3,774 10,413 1,660 5,606 5,271 2,121 0 421 1,013 3,698 1,250 2019 2019 (max) 836 836 836 841 846 846 846 1,053 1,140 1,140 1,140 800 800 0 1,250 800 800 834 340b 340b 340b 800 800 800 800 1,064 1,064 1,064 973 0 1,600 1,600 1,416 One-year variable target compensation Total Fringe benefits Fixed salary 46 165 1,600 761a 1,250 800 3,371 1,596 1,312 0 3,371 50% of the 2018 performance bonus (2018-2021), deferral component 800 800 800 50% of the 2019 performance bonus (2019-2022), deferral component I LTI program 2018 (2018-2026) LTI program 2019 (2019-2027) Total Service cost Total compensation in accordance with GCGC 800 0 1,221 1,292 3,371 0 1,250 50% of the 2018 performance bonus (2018-2021) 50% of the 2019 performance bonus (2019-2022) Multiple-year variable compensation 800 800 800 800 0 800 1,250 0 1,250 800 0 1,250 1,467 1,221 0 800 136 60 60 800 800 888 800a, d 800a, d 800a, d 34 36 36 36 41 46 46 46 1,600 - 800 800 800 800 800 2019 2019 2019 2019 2018 2019 (min) (max) 800 2018 (min) (max) Fixed salary Fringe benefits Total One-year variable target compensation 800 800 2019 973 1,416 50% of the 2018 performance bonus (2018-2021) 50% of the 2019 performance bonus (2019-2022) Multiple-year variable compensation 858 1,133 1,133 1,133 1,085 1,660 1,660 1,660 1,156 1,552 356 356 58 69 69 69 112 60 356 (min) 1,156 1,416 1,250 0 2,527 2,527 (min) (max) 800a,d 800a,d 800a, d 1,637b,c 1,727b,c 1,727b.c 1,727b,c 2,398 2,527 800 800 1,250 1,156 0 800 1,663 0 1,064 973 2,500 0 1,600 800 1,250 (1,946) Member of the Supervisory Board since: May 3, 2019 Memberships of statutory supervisory boards in Germany: Axel Springer SE³ (member until December 31, 2019) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: bodies of commercial enterprises: Wayfair Inc.3 (non-executive director since September 17, 2019) Denise Schellemans, Brecht, Belgium*2 Full-time trade union delegate none Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Henkel AG & Co. KGaA³ (member) Vivawest GmbH4 (member) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Allianz SE3 (chairman) RAG Deutsche Steinkohle Aktiengesellschaft, 4 merged with RAG Fresenius Management SE4 (member) Fresenius SE & Co. KGaA³ (vice chairman) Siemens AG³ (member) Prof. Dr. François Diederich, Dietikon, Switzerland¹ Professor at the Swiss Federal Institute of Technology, Zurich, Switzerland Member of the Supervisory Board since: May 19, 1998 Memberships of statutory supervisory boards in Germany: none Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 153 for the criteria used to determine independence) 1 Shareholder representative 2 Employee representative 3 Publicly listed Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Memberships of comparable domestic and foreign supervisory Aktiengesellschaft on April 23, 2019 (vice chairman) RAG Aktiengesellschaft³ (vice chairman) Chairman of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: August 1, 2004 Memberships of statutory supervisory boards in Germany: Steag GmbH4 (member) About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Supervisory Board 4 Consolidated Financial Statements 5 Overviews Dr. Alexander C. Karp, Palo Alto, California*1 CEO Palantir Technologies Inc. The Economist Newspaper Limited 4 (non-executive director until November 28, 2019) Anke Schäferkordt, Cologne, Germany*1 Member of the Supervisory Board Member of the Supervisory Board since: December 17, 2010 Memberships of statutory supervisory boards in Germany: Serviceplan Group Management SE,4 partner with unlimited liabil- ity of Serviceplan Group SE & Co. KG (member since July 1, 2019) Roland Strasser, Riedstadt, Germany*2 Regional Manager of the Rhineland-Palatinate/Saarland branch of IG BCE Member of the Supervisory Board since: May 4, 2018 Memberships of statutory supervisory boards in Germany: AbbVie Komplementär GmbH4 (member) V & B Fliesen GmbH4 (member) The following members left the Supervisory Board on May 3, 2019 Michael Diekmann, Munich, Germany¹ Vice Chairman of the Supervisory Board of BASF SE Chairman of the Supervisory Board of Allianz SE Member of the Supervisory Board since: May 6, 2003 Memberships of comparable domestic and foreign supervisory Memberships of statutory supervisory boards in Germany: bodies of commercial enterprises: none Michael Vassiliadis, Hannover, Germany*2 4 Not publicly listed BASF Report 2019 Member of the Supervisory Board since: January 14, 2008 Memberships of statutory supervisory boards in Germany: About This Report For each fiscal year, a member of the Board of Executive Directors is entitled to a performance bonus with a four-year performance period. After the first year of this four-year performance period, the performance bonus (gross) is determined based on the achieve- ment of operational targets (operational performance factor, OPF) and strategic targets (strategic performance factor, SPF) as well as the ROCE (ROCE factor). 50% of the amount is paid out after the Annual Shareholders' Meeting in the following year (performance bonus, part 1). 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 162 BASF Report 2019 The compensation of the Board of Executive Directors is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors as a whole. It is designed to promote sustainable corporate development and ensure a pronounced variability in relation to the performance of the Board of Executive Directors and the BASF Group's success. The 1 The European peer group for the 2019 appropriateness review comprised the following companies: ABB, Air Liquide, Akzo Nobel, BAE Systems, Bayer, BHP, BMW, BP, Continental, Daimler, DSM, E.ON, EDF, Henkel, Linde, Rolls Royce, Royal Dutch Shell, Siemens, Solvay, Thyssenkrupp, Total, Volkswagen For more information on the determination of the cost of capital percentage, see Value-Based Management on page 30 The performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. ROCE is also the key performance indicator for the variable compensation of all employees. The target ROCE for the variable compensation is one percentage point above the cost of capital percentage for the fiscal year, which is determined using the weighted average cost of capital (WACC) approach in accordance with the Capital Asset Pricing Model. This target reflects the strategic goal of achieving a ROCE considerably above the cost of capital percentage every year, even if the capital struc- ture and interest rate level change over time. The target value is thus directly linked to the return expected by investors, which also serves as orientation for the BASF Group's value-based manage- ment as a whole. If the target ROCE is met and the target achievement is 100%, the performance bonus is double the fixed salary (target amount). 50% of the performance bonus calculated after the first year is deferred for another three years and paid out after the end of the four-year performance period based on the achievement of strategic targets. The amount of the performance bonus is based on the achievement of set operational targets and strategic medium- term objectives, as well as the BASF Group's ROCE. 161 - - - - Performance bonus The remaining 50% is deferred for another three years and is not immediately payable (deferral component). The final amount of the deferral component is determined depending on the degree to which the strategic targets were achieved within the four-year performance period (strategic performance factor, SPF) and is paid out after the Annual Shareholders' Meeting in the year following the end of this four-year performance period (performance bonus, part 2). Overview of compensation components Four-year, forward-looking performance period 2. Performance bonus 1. Fixed salary 1 To Our Shareholders 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Compensation Report This report outlines the main principles of the compensation for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to members of the Board of Executive Directors, as well as information on the compensation of Supervisory Board members. This report meets the disclosure requirements of the German Commercial Code, supplemented by the additional requirements based on the German Act on the Disclosure of Management Board Remuneration (VorstOG) as well as the German Act on the Appropri- ateness of Management Board Remuneration (VorstAG), and is aligned with the recommendations of the German Corporate Gover- nance Code (GCGC) in the version dated February 7, 2017. At its meeting on December 19, 2019, the Supervisory Board resolved to amend the existing compensation system for the Board of Executive Directors. The amendments also meet the changed requirements from the 2020 fiscal year onward arising from the German Act Implementing the Second E.U. Shareholder Rights Directive (ARUG II), which entered into force on January 1, 2020, and from the German Corporate Governance Code (GCGC) in the version dated December 16, 2019, which was submitted to the German Federal Ministry of Justice on January 23, 2020, for review and publication in the Federal Gazette (Bundesanzeiger). Principles and structure 3 Corporate Governance Compensation Report Based on a proposal by the Personnel Committee, the Supervisory Board determines the structure and amount of compensation of members of the Board of Executive Directors. external and internal appropriateness of the Board's compensation is reviewed by an independent external auditor on a regular basis. DAX companies in Germany and globally operating companies in the rest of Europe¹ serve as an external reference. For internal comparison, the compensation of senior executives and employees of BASF SE is considered in total as well as over time. Annual amount 2. Performance bonus The annual fixed salary for an ordinary member of the Board of Executive Directors has been €800,000 since January 1, 2017. The fixed salary for the chairman of the Board of Executive Directors is two times the value for an ordinary Board member, and 1.33 times this value for the vice chairman. 3. Long-term, share price-based incentive program 1. Fixed salary Individual compensation components In 2019, the Supervisory Board engaged an independent external compensation consultant with an appropriateness review. The results of the appropriateness review revealed that the compensa- tion granted to BASF's Board of Executive Directors was within market range for the peer group (horizontal comparison). An assess- ment of the compensation of an ordinary member of the Board of Executive Directors in relation to the compensation paid to the company's employees and senior executives (vertical comparison) did not provide any indications of inappropriate compensation, nor did an assessment of its development over time. For more information on the Supervisory Board and its committees, see page 160 and from page 178 onward The fixed salary is a set amount of yearly compensation paid out in equal installments. It is regularly reviewed by the Supervisory Board and adjusted, when appropriate. programs, while taking into account the terms and conditions of the program. 25,484 The outstanding option rights held by the members of the Board of Executive Directors resulted in the following expenses in 2019: Dr. Martin Brudermüller: expense of €464 thousand (2018: income of €4,170 thousand); Dr. Hans-Ulrich Engel: expense of €339 thou- sand (2018: income of €3,821 thousand); Saori Dubourg: expense of €66 thousand (2018: expense of €12 thousand); Sanjeev Gandhi: expense of €790 thousand (2018: income of €185 thou- sand); Michael Heinz: expense of €334 thousand (2018: income of €2,636 thousand); Dr. Markus Kamieth: expense of €124 thousand (2018: expense of €13 thousand); Wayne T. Smith: expense of €298 thousand (2018: income of €1,602 thousand). In 2019, the option rights granted resulted in an expense. This expense refers to the total of all option rights from the LTI programs 2011 to 2019 and is calculated as the difference in the fair value of the option rights on December 31, 2019, compared with the fair value on December 31, 2018, considering the option rights exer- cised and granted in 2019. The fair value of the option rights is based primarily on the development of the BASF share price and its relative performance compared with the benchmark index, the MSCI World Chemicals Index. 167,220 185,692 The expenses reported below are purely accounting figures that do not equate with the actual gains should options be exercised. Each member of the Board of Executive Directors may decide individually on the timing and scope of the exercise of options of the LTI 24,880 18,792 24,880 25,484 Accounting valuation of multiple-year variable compensation (LTI programs) Total Dr. Markus Kamieth For more information on the LTI program, see page 130 and from page 284 onward Wayne T. Smith 24,880 Pension benefits 5,067 The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The table below shows the defined benefit obligations for the pension entitlements accrued until the end of 2019 (as of December 31 in each case). Michael Heinz 4,586 Michael Heinz 4,824 (Member of the Board of Executive Directors until December 31, 2019) Sanjeev Gandhi Dr. Hans-Ulrich Engel 11,985 14,081 6,983 19,993 18,171 2018 2019 Saori Dubourg Dr. Martin Brudermüller Thousand € The values for service cost incurred in 2019 contain service cost for BASF Pensionskasse WaG and for the Board Performance Pension. Service cost for the members of the Board of Executive Directors is shown individually in the tables "Compensation granted in accor- dance with the German Corporate Governance Code (GCGC)" and "Compensation allocated in accordance with the German Corporate Governance Code (GCGC)." until December 31, 2019) The merger and further development of the oil and gas businesses of BASF and LetterOne in a joint venture, Wintershall Dea 24,880 BASF Report 2019 f From the 2019 reporting year onward, the fixed salary is presented on the basis of the fixed salary (gross) in accordance with the Board member's contract. e Fringe benefits include the payment of additional taxes and tax back payments for previous years arising in connection with transfers. d Includes payments to cover additional costs of transfers, such as assumption of prevailing local rental fees. b In 2018, at the end of the regular term of the LTI program 2010, exercise gains that were realized in 2017 and 2018 were allocated to Dr. Hans-Ulrich Engel in accordance with the special conditions of the U.S. LTI program. c Payment was made partly in local currency abroad based on a theoretical net salary in Germany. a The basis for the performance bonus, part 1, is the ROCE factor and the average of the operating performance factor (OPF) and the strategic performance factor (SPF) in the year the performance bonus was granted. This includes contributions made to the deferred compensation program. 50% of the actual performance bonus is paid out; the remaining 50% of the actual performance bonus is not paid out for another three years (deferral component). 2,116 2,469 2,030 2,571 1,708 2,202 3,522 3,894 2,345 Dr. Markus Kamieth 2,594 171 25,484 About This Report 2 Management's Report (Member of the Board of Executive Directors Sanjeev Gandhi Dr. Hans-Ulrich Engel Saori Dubourg Dr. Martin Brudermüller 12,600 25,484 30,268 11,880 33,892 44,024 2019 2018 Number of options granted The table below shows the options granted to the Board of Executive Directors on July 1 of both reporting years. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 1 To Our Shareholders Wayne T. Smith 2018 End-of-service benefits Compensation of Supervisory Board members Pension provisions for previous Board members and their surviving dependents amounted to €198.2 million (2018: €159.5 million). Option rights that have not yet been exercised on retirement are to be continued under the conditions of the program including the associated holding period to emphasize that the compensation for the Board of Executive Directors is geared to sustainability. (5.5) 11.5 (16.1) Total Compensation of Supervisory Board members Fixed salary: €200,000ª 0.6 10.9 Retirement and surviving dependents' pensions Income/expense from the fair value measurement of option rights 2,143 2019 Million € Total compensation of former members of the Board of Executive Directors and their surviving dependents Total compensation for previous Board members and their surviv- ing dependents amounted to €11.5 million in 2019 (2018: minus €5.5 million). This figure also contains payments that previous Board members have themselves financed through the deferred compensation program, as well as the expense for 2019 relating to option rights that previous members of the Board still hold from the time of their active service period. The increase in total compensa- tion was due to the fair value measurement of these option rights, which generated total expenses of €0.6 million in 2019. This gen- erated income of €16.1 million in 2018, mainly due to the lower accounting valuation of the option rights due to the lower share price. 10.6 Share purchase and share holding component: 25% of the fixed compensation must be used to purchase shares in BASF; these shares must be held for the duration of membership on the Supervisory Board Compensation for committee memberships: €12,500b; Audit Committee: €50,000 No additional compensation is paid for the Nomination Committee a The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordinary member. b The amount for the chairman of a committee is two times this value, and 1.5 times this value for the vice chairman. 2018 Thousand € Compensation of the Supervisory Board of BASF SE 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 174 BASF Report 2019 Total compensation of the Supervisory Board in 2019 was around €3.3 million (2018: around €3.3 million). The compensation of the individual Supervisory Board members was as follows. The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a committee. The directors' and officers' liability insurance (D&O insurance) concluded by the company covers the duties performed by the members of the Supervisory Board. This policy provides for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC). Each member of the Supervisory Board is required to use 25% of their fixed compensation to acquire shares in BASF SE, and to hold these shares for the duration of membership on the Supervisory Board. This does not apply to the amount of compensation that the member of the Supervisory Board transfers to a third party on a pro rata basis as a result of an obligation entered into before their appointment to the Supervisory Board. In this case, the utilization and holding obligation applies to 25% of the remaining compensa- tion after deducting the amount transferred. Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, receive an additional fixed compensation of €12,500. The additional fixed compensation for members of the Audit Committee is €50,000. The amount of additional fixed compensation for the chairman of a committee is two times this value, and 1.5 times this value for the vice chairman. Each member of the Supervisory Board receives an annual fixed compensation of €200,000. The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordinary member. The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recommen- dations of the German Corporate Governance Code (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. Former members of the Board of Executive Directors Total 5 Overviews 3 Corporate Governance Compensation Report 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report 172 BASF Report 2019 The following applies to end of service due to a change of control event: A change of control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. If a Board member's appointment is revoked within one year of a change of control event, the Board member will receive the contractually agreed payments for the remaining contractual term of office as a one-off payment (fixed salary and annual variable target compensation). The Board member may also receive the fair value of the option rights acquired in connection with the LTI program within a period of three months or 4 Consolidated Financial Statements In the event that a member of the Board of Executive Directors appointed before 2017 retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension benefits if they have served on the Board for at least 10 years or if the period until they reach legal retirement age is less than 10 years. The company is entitled to offset compensation received for any other employment against pension benefits until the legal retirement age is reached. 71,308 5,098 6,251 4,049 5,797 12,735 15,201 63,513 5 Overviews may continue to hold the existing rights under the terms of the program. For the determination of the accrued pension benefits from the Board Performance Pension, the time up to the regular expiry of office is taken into consideration. There is a general limit on severance pay (severance payment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without serious cause, may not exceed the value of two years' compensa- tion, including fringe benefits, nor compensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total compensation for the past business year and, if appropriate, also the expected total compen- sation for the current business year. If the appointment to the Board of Executive Directors is prematurely terminated as the result of a change of control event, the payments may not exceed 150% of the severance compensation cap. 2 Management's Report To Our Shareholders 1 About This Report 173 BASF Report 2019 A comprehensive explanation of the amendments to the compensa- tion system for the Board of Executive Directors will be published with the invitation to the 2020 Annual Shareholders' Meeting. The previous withholding and clawback clause for the STI and LTI programs remains unchanged. An overview of the BASF shares held by individual members of the Board of Executive Directors can be found at basf.com/shares-held Share ownership obligation (share ownership guideline): The individual investment in BASF shares required under the previous LTI program will be discontinued. In the future, members of the Board of Executive Directors will have an individual share owner- ship obligation that requires them to hold a given number of BASF shares during the term of their Board membership and for a limited period of time thereafter. The current members of the Board of Excecutive Directors already held a large number of shares prior to the date the share ownership obligation came into force. Company pension benefits: The previous performance pension, which was structured as a defined benefit plan, will be replaced by a new pension model. The members of the Board of Executive Directors can choose between a defined contribution plan with fixed annual contributions or a pension allowance of the same amount. - One-year variable compensation/short-term incentive (STI): The previous one-year component of the performance bonus program (performance bonus, part 1) will be continued in the form of an STI. Like the performance bonus, part 1, it will be based on the achievement of operational and strategic targets as well as the return on capital employed (ROCE) for the fiscal year, which is also relevant for the compensation of all employees. Multiple-year variable compensation/long-term incentive (LTI): The previous performance bonus, part 2, which was granted for multiple years (three-year deferral component), and the long- term share price-based compensation program will be replaced by a new LTI in the form of a performance share plan with growth, profitability and sustainability targets taken directly from the corporate strategy. An LTI plan with a term of four years will be granted for each fiscal year. The amount paid out depends on the achievement of strategic targets and the development of the total shareholder return (share price and dividends) over the four-year performance period. The amendments to the compensation system for the Board of Executive Directors relate to the following components: Against the background of the new BASF corporate strategy and the changed regulatory requirements under the German Act Imple- menting the Second E.U. Shareholder Rights Directive (ARUG II), which entered into force on January 1, 2020, and the new version of the GCGC, the Supervisory Board resolved in its meeting on December 19, 2019, to amend the existing compensation system for the Board of Executive Directors. The changes to the compensa- tion system are to become effective as of January 1, 2020, for all current members of the Board of Executive Directors and will be submitted for approval to the Annual Shareholders' Meeting on April 30, 2020, in accordance with section 120a(1) of the German Stock Corporation Act (AktG). Amendment of the compensation system for the Board of Executive Directors as of January 1, 2020 Sanjeev Gandhi stepped down from the Board of Executive Directors effective the end of December 31, 2019. Based on the termination agreement, non-compete compensation of €164,583 per month was agreed for a two-year, post-contractual non- compete obligation. Sanjeev Gandhi must have any other earnings deducted from this amount if the non-compete compensation and other earnings exceed €320,000 gross per month. The same also applies if the non-compete compensation and the other earnings together exceed a total of €7,680,000 gross within 24 months. 4 Consolidated Financial Statements 3,972 707 3,914 761° 800 800 1,064 973 1,600 1,416 800c,f Total Fixed salary 2019 2018 2019 2018 2019 2018 Fringe benefits 800 800 800 340d 165d 46 41 36 34 1,727d, e 1,637d, e 356 58 69 112 60 136 800c, f 888° 800 2019 1,552 2018 2018 Consolidated Financial Statements 5 Overviews the second E.U. Shareholder Rights Directive into German law. In addition, the com- petence profiles and diversity concepts adopted in 2017 for the Supervisory Board and the Board of Executive Directors were reviewed and confirmed. For more information on the competence profiles, diversity concepts and composition goals, see the Corporate Governance Report on page 150 and from page 152 onward In accordance with the recommendations of the German Corporate Governance Code and the Guiding principles for the dialog between investors and German super- visory boards, the Chairman of the Supervisory Board again sought dialog with inves- tors where appropriate in 2019. In view of the 2020 Annual Shareholders' Meeting, the main topics were the changes to the compensation system for the Board of Executive Directors, as well as the successor to Dr. Jürgen Hambrecht, who will retire as Chair- man of the Supervisory Board. At its meeting of December 19, 2019, the Supervisory Board approved the joint Declaration of Conformity by the Supervisory Board and the Board of Executive Directors in accordance with section 161 of the German Stock Corporation Act (AktG). BASF complies with the recommendations of the German Corporate Governance Code in the version dated February 7, 2017, without exception. The Supervisory Board also resolved that, following its publication, the recommendations of the revised German Corporate Governance Code (2020 Code) are also to be complied with in the future. The Corporate Governance Report provides extensive information on the BASF Group's corporate governance. The full Declaration of Conformity is rendered on page 183 and is available to shareholders on the company website at basf.com/en/corporate governance About This Report Independence and efficiency review page 153. In cases where Supervisory Board members hold supervisory or manage- ment positions at companies with which BASF has business relations, we see no impairment of their independence. The scope of these businesses is relatively marginal and furthermore takes place under conditions similar to those of a third party. Contrary to previous practice, going forward, the Supervisory Board considers membership on the Supervisory Board for more than 12 years as a factor that precludes independence. Franz Fehrenbach reached this membership duration in January 2020, meaning that the Supervisory Board no longer considers him to be independent from this date onward. Beyond this limitation, however, the Supervisory Board does not see any indications that the Supervisory Board role is not performed completely independently. As a consequence of this change in assessed indepen- dence, the Supervisory Board resolved that Anke Schäferkordt is to replace Franz Fehrenbach on the Audit Committee as of March 1, 2020, to ensure that the share- holder representatives on the Audit Committee continue to solely be independent Supervisory Board members in the future. The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. This was again conducted in 2019, with the Chairman of the Supervisory Board holding individual dialogs with each Supervisory Board member using a structured questionnaire. Topics centered in particular on Supervisory Board meeting agendas; cooperation with the Board of Executive Directors; the quality of the information supplied by the Supervisory Board; the tasks, composition and work of the committees, and cooperation between shareholder and employee representa- tives. The results of these dialogs, including suggestions to further improve the Super- visory Board's work, were presented and thoroughly discussed at the Supervisory Board meeting on December 19, 2019. Overall, its members rated the Supervisory Board's activity as efficient. Independent of the efficiency review of the Supervisory Board, the Audit Committee also conducted a self-assessment of its activities in 2019 based on a written survey of the Committee members, which was conducted by the chairman of the Audit Committee using a detailed questionnaire. Material topic areas were the organization and content of the meetings, the quality of discussions, and the supply of information as the basis of the Committees' work. The Audit Committee discussed the results of the questionnaire at its meeting on December 18, 2019. It did not identify any need for change. BASF Report 2019 180 - The sale of the global pigments business An important aspect of good corporate governance is the independence of Super- visory Board members and their freedom from conflicts of interest. The Supervisory Board based the assessment of the independence of its members on the recommenda- tions of the German Corporate Governance Code and the additional criteria for assessing the independence of Supervisory Board members contained in the Rules of Procedure of the Supervisory Board, which were revised in the Supervisory Board meeting on December 19, 2019. According to the Supervisory Board's assessment, all twelve members of the Supervisory Board are considered to be independent. The criteria used for this evaluation can be found in the Corporate Governance Report on 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 2019 2018 2019 2018 Wayne T. Smith Dr. Markus Kamieth Michael Heinz Sanjeev Gandhi (Member of the Board of Executive Directors until December 31, 2019) Saori Dubourg Dr. Hans-Ulrich Engel Vice Chairman of the Board of Executive Directors (since May 4, 2018) Dr. Martin Brudermüller Chairman of the Board of Executive Directors (since May 4, 2018) Thousand € Compensation allocated in accordance with the German Corporate Governance Code (GCGC) The "Compensation allocated in accordance with the German Corporate Governance Code (GCGC)" presented comprises the fixed and variable compensation components actually allocated, plus the service cost calculated for each member of the Board of Executive Directors in the reporting years even though this does not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC) 5 Overviews 4 Consolidated Financial Statements 2019 3,202 1,660 1,133 3,105 1,641 1,565 1,777 3,346 2,629 2,803 3,012 485 485 485 644 1,401b 1,401 969 Total compensation in accordance with GCGC 485 1,541 1,321 1,548 491 709 699 1,023 387 661 510 789 704 1,029 366 626 573 1,111 1,625 1,760 1,331 Service cost 1,085 LTI program 2014 (2014-2022) LTI program 2012 (2012-2020) 707 644 860 969 1,251 One-year variable compensation 1,140 485 1,053 841 836 834 2,527 2,398 1,156 858 846 707 485 707 Total Multiple-year variable compensation LTI program 2010 (2010-2018) LTI program 2011 (2011-2019) 2019 performance bonus (2019-2022), part 1a (2018-2021), part 1a Compensation for Supervisory Board membership and member- ship of Supervisory Board committees is payable after the Annual Shareholders' Meeting, which takes delivery of the Consolidated Financial Statements for the business year. Accordingly, compensa- tion relating to the year 2019 will be paid following the Annual Shareholders' Meeting on April 30, 2020, taking into account and applying the share purchase obligation. 707 707 707 707 860 1,251 2018 performance bonus 485 707 485 707 485 LTI program 2013 (2013-2021) In 2019, as in 2018, the company paid Prof. Dr. François Diederich, who retired from the Supervisory Board as of May 3, 2019, a total of CHF 38,400 (2019: approximately €34,500; 2018: approximately €33,200) for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board. Beyond this, no other Supervisory Board members received any compensation in 2019 for services rendered personally, in particular, the rendering of advisory and agency services. 485 Compensation for 112.5 200.0 200.0 Dame Alison Carnwath DBE⁹.i 133.3 133.3 Prof. Dr. Thomas Carell, Supervisory Board member since May 3, 2019 109.3 26.0 83.3 Ralf-Gerd Bastian, Supervisory Board member until May 4, 2018h 325.0 325.0 25.0 25.0 300.0 300.0 112.5 Sinischa Horvat, Vice Chairman.g 312.5 Prof. Dr. François Diederich, Supervisory Board member until May 3, 2019 Consolidated Financial Statements 5 Overviews Supervisory Board meetings The Supervisory Board held six meetings in the 2019 business year. With the exception of the constitutive meeting following the election of the Supervisory Board members at the Annual Shareholders' Meeting on May 3, 2019, which one member of the Super- visory Board was unable to attend, all members attended all Supervisory Board meetings in 2019. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions in each case, which were also attended by members of the Board of Executive Directors. - All members of the Board of Executive Directors attended the Supervisory Board meetings unless it was deemed appropriate that the Supervisory Board discuss individual topics such as personnel matters relating to the Board of Executive Directors - without them being present. In addition, each Supervisory Board meeting includes an agenda item that provides an opportunity for discussion without the Board of Executive Directors (executive session). An individual overview of attendance at meetings of the Supervisory Board and its committees will be made available on the company website at basf.com/supervisoryboard/meetings For more information on share ownership by members of the Supervisory Board, see page 156 A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earnings development, as well as on opportunities and risks for business develop- ment, the status of important current and planned investment projects, operational excellence and sustainability, developments on the capital markets, significant managerial measures taken by the Board of Executive Directors and innovation projects. 50.0 133.3 200.0 Tatjana Diether, Supervisory Board member since May 4, 2018 200.0 83.3 200.0 83.3 312.5 4 250.0 50.0 At its meeting on December 19, 2019, the Supervisory Board discussed and approved the Board of Executive Directors' operational and financial planning including the investment budget for 2020, and as usual authorized the Board of Executive Directors to procure the necessary financing in 2020. BASF Report 2019 177 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Report of the Supervisory Board 4 Consolidated Financial Statements 5 Overviews Composition and compensation of the Board of Executive Directors In several meetings over the 2019 business year, the Supervisory Board discussed and passed resolutions on the composition of the Board of Executive Directors and its compensation. Based on the preparations of the Personnel Committee, it discussed and agreed on the 2019 targets for the Board of Executive Directors at its meeting on February 21, 2019. At its meeting on December 19, 2019, the Supervisory Board evaluated, based on the discussions and recommendations of the Personnel Committee, the Board of Executive Directors' performance in 2019 and the degree of target achievement. The focus of the Supervisory Board meeting on July 23, 2019, was the composition of the Board of Executive Directors and longer-term succession planning. In this meeting, the Supervisory Board extended Wayne T. Smith's appointment to the Board of Executive Directors, which ends on conclusion of the 2020 Annual Shareholders' Meeting, until the conclusion of the 2022 Annual Shareholders' Meeting, and extended the appointments of Saori Dubourg and Dr. Markus Kamieth to the conclusion of the 2025 Annual Shareholders' Meeting. Sanjeev Gandhi stepped down from the Board of Executive Directors early at his own request as of the end of December 31, 2019. In its meeting on October 21/22, 2019, the Supervisory Board addressed at length Sanjeev Gandhi's offer to resign his seat on the Board of Executive Directors early and the modalities of his departure and termination agreement, and agreed to his early retirement without severance pay. As part of the termination agreement, the Super- visory Board agreed with Sanjeev Gandhi on a post-contractual non-compete obliga- tion with a term of two years and non-compete compensation. At the same time, the Supervisory Board reduced the number of members of the Board of Executive Directors from seven to six. Taking into account the company's new organization as of January 2020, the proposed changes to the distribution of responsibilities within the Board of Executive Directors were agreed to. For more information on the division of responsibilities within the Board of Executive Directors, see the Corporate Governance Report from page 159 onward To Our Shareholders Other consultation topics at the strategy meeting on October 21/22, 2019, were the status and development of the automotive strategy and the strategy for and opportu- nities and risks associated with battery materials. 333.3 - Capital allocation, steering and portfolio development - Digitalization 66.6 200.0 266.7 - - The expansion of the battery materials business by establishing battery materials production including backward integration in Europe The progress of the investment project to establish a new Verbund site in southern China The investment in an acrylics value chain in India At its meeting on February 21, 2019, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2018 business year as presented by the Board of Executive Directors. The Supervisory Board met prior to the Annual Shareholders' Meeting on May 3, 2019, primarily to prepare for the Annual Shareholders' Meeting. The main agenda items at the meeting on July 23, 2019, were BASF's digitalization strategy and the carbon management program, including the challenges, perspectives and opportunities associated with these important future issues for BASF. At the strategy meeting on October 21/22, 2019, the Board of Executive Directors and the Supervisory Board discussed the further development and implementation of BASF's corporate strategy at length. Key topics were: - - Opportunities and risks for BASF Competitiveness Customer focus Sustainability and innovation - Employees, organization and corporate culture In all meetings, the Supervisory Board discussed the further development of the BASF Group's business activities through acquisitions, divestitures, transfers to joint ventures and investment projects. Discussions focused on: 3 Corporate Governance Report of the Supervisory Board 1 To Our Shareholders Total 275.0 275.0 75.0 75.0 200.0 200.0 133.3 200.0 133.3 200.0 Roland Strasser, Supervisory Board member since May 4, 2018 Michael Vassiliadisd,f,g 200.0 200.0 200.0 200.0 Denise Schellemans 2,941.6 200.0 2,933.2 411.4 1 About This Report 175 BASF Report 2019 k Member of the Strategy Committee since May 4, 2018 j Member of the Audit Committee since May 4, 2018 i Chairman of the Audit Committee h Member of the Audit and Strategy Committees until May 4, 2018 g Member of the Strategy Committee f Member of the Personnel Committee e Member of the Personnel and Strategy Committees since May 3, 2019 d Member of the Audit Committee C Member of the Personnel Committee and Vice Chairman of the Strategy Committee until May 3, 2019 b Chairman of the Strategy Committee a Chairman of the Personnel Committee 3,344.6 3,346.2 404.6 2 Management's Report 200.0 200.0 Report of the Supervisory Board Report of the Supervisory Board Dear Shareholds, Amid a difficult macroeconomic environment and a slowing global economy, the Supervisory Board addressed the following focus areas in 2019: - The updated BASF corporate strategy and the target of CO2-neutral growth Portfolio measures, in particular the sale of the global pigments and construction chemicals businesses The expansion of the global manufacturing footprint with the establishment of a new Verbund site in southern China, a C3 value chain in India and battery materials production in Europe - Efficiency gains and the restructuring of the company's organization The simplification of the compensation system for the Board of Executive Directors The Supervisory Board addressed its task of creating the best possible foundation for BASF's successful and sustainable growth with a sense of responsibility. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors In 2019, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for example, all of the major financial key perfor- mance indicators (KPIs) of the BASF Group and its segments, the economic situation in the main sales and procurement markets, and on deviations in business develop- ments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, investment, sales volumes and personnel planning, as well as measures for designing the future of research and development. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. The Chairman of the Supervisory Board and the Chairman of the Board of Executive Directors were also in regular contact outside of Supervisory Board meetings. The Chairman of the Supervisory Board was always promptly and comprehensively informed of current developments and significant individual issues. The Supervisory Board was involved at an early stage in decisions of major importance. The Super- visory Board passed resolutions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. In the 2019 business year, these included authorizing: - The divestiture of the global pigments business to the Japanese company DIC - The sale of the construction chemicals business bundled in the Construction Chemicals division to Lone Star Funds BASF Report 2019 176 About This Report 5 Overviews 200.0 Consolidated Financial Statements 3 Corporate Governance Anke Schäferkordt 133.3 133.3 Dr. Alexander C. Karp, Supervisory Board member since May 3, 2019 208.3 212.5 8.3 12.5 200.0 200.0 Waldemar Helber* 83.3 83.3 Francesco Grioli, Supervisory Board member until May 4, 2018 166.6 250.0 33.3 4 The sale of the global construction chemicals business bundled in the Construction Chemicals division 2 Management's Report Committees The Supervisory Board places great value on ensuring good corporate governance: In 2019, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the recommendations and suggestions of the German Corporate Governance Code. An important topic of discussion here was the widely revised and restructured German Corporate Governance Code resolved by the German government in December 2019, and the translation of Corporate governance and Declaration of Conformity The Strategy Committee met once in 2019. The Committee was established to con- sult on strategic options for the further development of the BASF Group. All committee members attended the meeting. In the meeting, the Committee discussed the status of negotiations on the divestiture of the construction chemicals business and were informed of all material acquisition and divestiture projects. The Nomination Committee is responsible for preparing candidate proposals for the Supervisory Board members to be elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objectives for the composition of the Super- visory Board adopted by the Supervisory Board as well as the competence profile and diversity concept for the Supervisory Board resolved at the meeting on December 21, 2017. The Nomination Committee met once in 2019. All but one committee member attended the meeting. Items discussed at the meeting were the existing competence profile and diversity concept for the Supervisory Board, potential candidates for election to the Supervisory Board in general and in the case of an unforeseen departure, as well as the assessment of the independence of the shareholder representatives on the Supervisory Board. A particular focus was the review and confirmation of the proposal to elect Dr. Kurt Bock in the Annual Shareholders' Meeting on April 30, 2020, to replace the current Chairman of the Supervisory Board Dr. Jürgen Hambrecht, who had announced on his election in 2019 his intention to leave the Supervisory Board after one year. Following this further review, the Nomination Committee continues to view Dr. Kurt Bock as the most suitable candidate to succeed Dr. Jürgen Hambrecht. Group on December 18, 2019. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. In all meetings, the Audit Committee also received information on the development of risks from litigation. Other important activities included advising the Board of Executive Directors on accounting issues and the internal control system, and conducting follow-up assess- ments of acquisition and investment projects. The Audit Committee focused on the internal auditing system at the meeting on July 22, 2019, and compliance in the BASF At the meeting on July 22, 2019, the Audit Committee engaged KPMG AG Wirtschafts- prüfungsgesellschaft - the auditor elected by the Annual Shareholders' Meeting - with the audit for the 2019 reporting year and auditing fees were agreed upon. The focus areas for the annual audit were discussed and defined together with the auditor. The Audit Committee excluded in principle the engagement of the auditor to perform any services outside of the audit of the annual financial statements, including beyond prevailing legal limitations. For certain nonaudit services, the Audit Committee authorized the Board of Executive Directors to engage KPMG for such services to a very limited extent, or granted approval in individual cases. At the meeting on December 18, 2019, the auditors responsible reported on the status of the annual audit, as well as the focus areas of the audit and the most important individual items. At the meeting on February 25, 2020, the auditor reported in detail on its audits of BASF SE's Separate and Consolidated Financial Statements for the 2019 business year, including the corresponding management's reports, and discussed the results of its audit with the Audit Committee. The committee's audit also included the nonfinancial statements of BASF SE and the BASF Group. In preparation for this audit, the Audit Committee had, following a corresponding resolution by the Supervisory Board, additionally engaged KPMG to perform a substantive audit with limited assurance of the Nonfinancial Statements and to issue an assurance report on it. KPMG also reported in detail on the focus, the procedure and the key findings of this audit. The Audit Committee met five times during the reporting period. All committee members attended all meetings. The Audit Committee is responsible for all the tasks listed in section 107(3) sentence 2 of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code. 5 Overviews Consolidated Financial Statements 4 BASF Report 2019 3 Corporate Governance Report of the Supervisory Board To Our Shareholders 1 About This Report 178 BASF Report 2019 The Personnel Committee met four times during the reporting period. All committee members attended all meetings. At its meeting on February 21, 2019, the Personnel Committee discussed the targets for the Board of Executive Directors for the 2019 business year and the 2018 Compensation Report. A key topic at the meetings on July 23, October 21 and December 19, 2019, was the restructuring of the compen- sation system for the Board of Executive Directors. The counsel and recommenda- tions of the Committee formed the basis for the resolution by the Supervisory Board on the compensation of the Board of Executive Directors and the amendments to the employment contracts. At its meeting on July 23, 2019, the Personnel Committee For information on the composition of the committees and the tasks assigned to them by the Supervisory Board, see the Corporate Governance Report on pages 151 to 152 The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Executive Directors and the granting of loans in accordance with section 89(4) of the German Stock Corporation Act (Personnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee. Following each Committee meeting, the chairpersons of the Committees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. For more information on the compensation of the Board of Executive Directors, see the Compensation Report on pages 162 to 174 and the notice convening the Annual Shareholders' Meeting on April 30, 2020, which will be published on March 19, 2020 Directors and Board members' pension benefits. The aim of the new system is to simplify the compensation of the Board of Executive Directors and further strengthen the focus on long-term business success. All of the requirements arising from the German Act Implementing the Shareholder Rights Directive and the new version of the German Corporate Governance Code are met. At its meeting on December 19, 2019, the Supervisory Board resolved the new compensation system for the members of the Board of Executive Directors and amended the provisions on compensation in the Board members' employment contracts accordingly. All members of the Board of Executive Directors agreed to the change to their employment contracts effective January 1, 2020. The Supervisory Board also resolved to submit the new compensa- tion system to the Annual Shareholders' Meeting on April 30, 2020, for approval, and to have the compensation system for the Supervisory Board confirmed in unchanged form. In 2019, the Supervisory Board addressed at length the structure of the Board of Executive Directors' compensation going forward, based on the extensive preparatory work of the Personnel Committee. Discussions focused on the restructuring of both the short-term and the long-term variable compensation of the Board of Executive The acquisition of Solvay's global polyamide business 2 Management's Report 179 addressed in particular the development of leadership at the top levels of management below the Board of Executive Directors and long-term succession planning for the Board of Executive Directors. In the meeting on December 19, 2019, it evaluated the performance of the Board of Executive Directors in the 2019 business year on the basis of the agreed targets. 1 Fixed salary committee memberships Total compensation About This Report 2018 2019 2018 2019 Dr. Jürgen Hambrecht, Chairmana, b Michael Diekmann, Vice Chairman until May 3, 2019c Franz Fehrenbach, Vice Chairman since May 3, 2019d,e 500.0 500.0 50.0 2019 550.0 50.0 To Our Shareholders 2 Management's Report 4 331.3 138.0 3 Corporate Governance Report of the Supervisory Board 13.0 300.0 125.0 550.0 31.3 5 Earnings per share 184 dated Financial Consoli- 4 Notes to the Balance Sheet 6 Sales revenue 186 Statement by the Board of Executive Directors Chapter 4 pages 185-289 BASF Report 2019 5 Overviews The Declaration of Corporate Governance, pursuant to section 315d HGB in connection with section 289f HGB, comprises the subchapters Corporate Governance Report including the descrip- tion of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (except for the disclosures pursuant to section 315a(1) HGB), Compliance and Declaration of Conformity as per section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB Corporate Governance Declaration of 4 Consolidated Financial Statements 3 Corporate Governance Declaration of Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 183 7 Functional costs Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. 8 Other operating income / other operating expenses About This Report Independent Auditor's Report BASF Report 2019 21 Noncontrolling interests 252 20 Other comprehensive income 197 Balance Sheet 251 19 Capital, reserves and retained earnings 195 Expense Recognized in Equity. 249 14 Intangible assets 18 Receivables and miscellaneous assets 248 247 equity method and other financial assets 17 Inventories 194 Statement of Income 16 Investments accounted for using the 243 239 239 15 Property, plant and equipment 187 Statement of Income and The Board of Executive Directors of BASF SE Accounting treatment of the pigments business Ludwigshafen, December 2019 253 For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on pages 204 to 205. Information on the disposal group can be found in Note 2.5 to the Consolidated Financial Statements from page 217 onward. Financial statement risk On August 28, 2019, BASF signed an agreement with DIC on the sale of the pigments business. The pigments business is part of the Dispersions & Pigments division in the Industrial Solutions segment. The pigments business has been classified as a disposal group in accordance with IFRS 5 since signing of the agreement. The trans- action is expected to be concluded in the fourth quarter of 2020. The measurement of the disposal group at fair value less costs to sell in accordance with IFRS 5 led to an impairment charge of €73 million. The measurement of the disposal group for the pigments business in accordance with IFRS 5 is complex and based on discretionary assumptions. These include valuation assumptions such as expected future cash inflows and risk-equivalent discount rates, which market participants would be able to use to determine the price for the disposal group. In addition, the explanatory disclosures on the disposal group in the Notes to the Consolidated Financial Statements are complex. There is the risk for the financial statements that the measurement of the disposal group is not appropriate. There is a risk that the explanatory disclosures on the disposal group in the Notes to the Consolidated Financial Statements are not sufficiently detailed and appropriate. Our audit approach In a first step, we gained an understanding of the approach used by BASF to measure the fair values less costs to sell of the pigments business. To this end, we analyzed whether the approach underlying the measurement is consistent with IFRS. We examined the calculation of fair value less costs to sell, in par- ticular with respect to whether the transaction price used can be derived from the underlying agreement, and whether the other input factors are appropriate, such as future cash inflows until the completion of the transaction and risk-equivalent discount rates. Furthermore, we evaluated whether the explanations on the dis- posal group in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. Our observations The assumptions and parameters underlying the measurement of the disposal group for the pigments business are appropriate. The explanations relating to the disposal group in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. Initial application of the new IFRS 16 - Leases accounting standard For information on the accounting principles applied, please refer to Note 28 to the Consolidated Financial Statements on page 279. Disclosures on the effects of initial application and reconciliations can be found in Note 28 on pages 280 to 281 of the Notes to the Consolidated Financial Statements. Financial statement risk As of December 31, 2019, right-of-use assets in the amount of €1,655 million and lease liabilities in the amount of €1,420 million were recognized in BASF's Consolidated Financial Statements. Lease liabilities account for 1.6% of total assets and thus have a material impact on the company's net assets and financial position. The initial application of the new IFRS 16 - Leases accounting standard led to material effects on the opening balance for the fiscal year and their development as of the balance sheet date. BASF SE applies the new standard in accordance with the modified retrospective method. The calculation of the lease term and the incremental borrowing rates used as discount rates can be discretionary and based on estimates. In addition, extensive data from the leases must be recorded to calculate the initial effects of IFRS 16 and the develop- ment of lease liabilities and right-of-use assets in accordance with the standard. This data is the basis for the measurement and recog- nition of the lease liabilities and right-of-use assets. There is a risk for the Consolidated Financial Statements that the lease liabilities and right-of-use assets are not recognized in full in the balance sheet. Furthermore, there is a risk than the lease liabilities and right-of-use assets have not been measured correctly. Our audit approach In a first step, we gained an understanding of the process used by BASF SE to implement the new IFRS 16 accounting standard. We then analyzed the accounting instructions underlying the implemen- tation for completeness and conformity with IFRS 16. For selected leases, chosen in part on a representative and in part on a risk-oriented basis, we reviewed whether the relevant data was recorded correctly and in full. To the extent that discretionary decisions were made regarding the lease term, we reviewed whether, in light of the market conditions and risks in the industry, the underlying assumptions are plausible and consistent with other assumptions made in the Consolidated Financial Statements. 5 Overviews The Supervisory Board of BASF SE 4 Consolidated Financial Statements Independent Auditor's Report 2 Management's Report In addition, we evaluated whether the explanations on the discontin- ued operation contained in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. The recommendations of the Government Commission on the German Corporate Governance Code as amended on February 7, 2017, published by the Federal Ministry of Justice on April 24, 2017, in the official section of the electronic Federal Gazette are complied with and have been complied with since the submission of the last Declaration of Conformity in December 2018. The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to section 161 of the German Stock Corporation Act (AktG) Declaration of Conformity 2019 of the Board of Executive Directors and the Supervisory Board of BASF SE Conformity Pursuant to Section 161 AktG Declaration of 5 Overviews 3 Corporate Governance 4 Consolidated Financial Statements Declaration of Conformity Pursuant to Section 161 AktG 2 Management's Report 1 To Our Shareholders About This Report 182 BASF Report 2019 Chairman of the Supervisory Board Jürgen Hambrecht Jungen Hambrech Our observations The Supervisory Board The allocation of the assets and liabilities, as well as the expenses and income of the Construction Chemicals division to discontinued operations is appropriate and consistent with IFRS 5. The corre- sponding explanations in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. BASF Report 2019 189 About This Report 1 To Our Shareholders 3 Corporate Governance 1 Statement of Cash Flows 22 Provisions for pensions and similar obligations 23 Other provisions 226 31 Compensation of the Board of Executive Directors 226 and Supervisory Board 286 227 32 Related party transactions Notes to the Statement of Income 286 229 33 Services provided by the external auditor 34 Declaration of Conformity with the German 288 9 Income from companies accounted for using the equity method Corporate Governance Code 289 2 Management's Report 229 284 and BASF incentive share program 30 Share price-based compensation program Policies and Scope of Consolidation 1 Summary of accounting policies. 201 28 Leases 279 201 2 Scope of consolidation . 206 Other Notes 282 3 BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB). 219 29 Statement of cash flows and capital structure management 282 4 Reporting by segment and region 219 To Our Shareholders 231 35 Non-adjusting post-balance sheet date events 289 Ludwigshafen am Rhein, February 25, 2020 Rudenille Dr. Martin Brudermüller Chairman and Chief Technology Officer Мине Dr. Hans-Ulrich Engel Vice Chairman and Chief Financial Officer Jie boug Saori Dubourg Heilz Michael Heinz 12:6 Dr. Markus Kamieth Wayne T. Smith BASF Report 2019 5 Overviews 186 To the best of our knowledge, and in accordance with the applicable reporting rules, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. 266 The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal control and risk management system are continually audited throughout the Group by our internal audit department. The BASF Group Consolidated Financial Statements for 2019 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the International Accounting Standards Board (IASB), London, and have been endorsed by the European Union. 10 Financial result 232 Statements 11 Income taxes 233 12 Noncontrolling interests 237 13 Personnel expenses and employees .237 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement by the Board of Executive Directors Statement by the Board of Executive Directors and assurance pursuant to sections 297(2) and 315(1) of the German Commercial Code (HGB) The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. We have established effective internal control and steering systems in order to ensure that the BASF Group's Management's Report and Consolidated Financial Statements comply with applicable accounting rules and to ensure proper corporate reporting. 27 Supplementary information on financial instruments 3 Corporate Governance Notes 4 Consolidated Financial Statements Independent Auditor's Report 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 188 BASF Report 2019 We consulted our valuation specialists in order to assess, among other things, whether the calculation of the fair value of the interest in the Wintershall Dea joint venture is consistent with the relevant accounting principles, and whether the key assumptions made in this calculation are appropriate. In doing so, we assessed the com- petence, abilities and objectivity of the internal experts used by BASF to measure the interest in the Wintershall Dea joint venture. We also evaluated whether the underlying process used to identify Wintershall Dea's assets and liabilities is appropriate based on our knowledge of BASF's business model. We started by assessing whether the assets, liabilities and noncon- trolling interests to be derecognized in connection with the loss of control were properly identified. In addition, we evaluated whether the equity components were properly reclassified to profit or loss for the year or recognized directly in retained earnings. Our audit approach There is a risk for the Consolidated Financial Statements that the fair value of the interest in the Wintershall Dea joint venture is not calculated properly, and that the assets, liabilities and equity components allocated to BASF's oil and gas business have not been properly identified. Furthermore, there is a risk that the disclosures on the divestiture of the oil and gas business and on the interest in the Wintershall Dea joint venture in the Notes to the Consolidated Financial Statements are not sufficiently detailed and appropriate. to be derecognized on initial recognition of the interest in the joint venture is a complex process. The fair value of the interest in the Wintershall Dea joint venture was calculated internally by BASF on closing of the transaction; this calculation is complex and based on discretionary assumptions. These include, in particular, BASF's forecasts on production volumes of the joint venture's oil and gas fields based on expected license terms and production profiles, the development of oil and gas prices, and the cost of capital. In addition, the identification of the assets, liabilities and equity components of the oil and gas activities BASF and LetterOne completed the merger of their oil and gas businesses on May 1, 2019. BASF's oil and gas activities, which had been accounted for as a discontinued operation until this date, were contributed to the joint venture Wintershall Dea. The share retained in Wintershall Dea in connection with the loss of control over the oil and gas activities is recognized at fair value on the date of the transaction in accordance with IFRS 10. The resulting gain of €5,684 million is included in income after taxes from discontinued operations. Since the transaction was completed, BASF has accounted for the interest according to the equity method. Financial statement risk For information on the accounting principles applied and on BASF's oil and gas price scenario, please refer to Note 1.4 to the Consolidated Financial Statements on pages 205 to 206. The underlying assumptions used in the calculation can be found in Note 2.5 to the Consolidated Financial Statements from page 216 onward. Accounting for the interest in Wintershall Dea 5 Overviews The assumptions underlying the calculations of the Board of Executive Directors are balanced overall. The disclosures in the Notes on the key assumptions are appropriate. We discussed the projected development of production volumes and oil and gas prices with the persons responsible for planning. We evaluated the production profiles used in the measurement of the exploration and production business's assets on the basis of discussions with the client's experts, taking into account the assessments submitted. In order to assess its suitability as a basis for calculation, we had the oil and gas price scenario used by the company explained to us. To assess its appropriateness, we com- pared the oil and gas price scenario used by BASF with the pub- lished forecasts of industry associations, analysts, international insti- tutions and other market participants. We compared the assump- tions and parameters underlying the cost of capital, in particular the risk-free rate, the market risk premium and the beta factor, with our own assumptions and publicly available data. In addition, we satisfied ourselves of the correct presentation of the transaction in the Consolidated Financial Statements of BASF SE. In doing so, we also assessed whether the disclosures on the divestiture of the oil and gas business and on the interest in the Wintershall Dea joint venture contained in the Notes to the Consolidated Financial Statements are sufficiently detailed and appropriate. 253 259 Statement of Changes in Equity 200 24 Liabilities 261 25 Other financial obligations. In a first step, we gained an understanding of the process used by BASF to identify the activities of the discontinued operation. To this end, we analyzed, among other things, the underlying allocation concept with respect to completeness and conformity with IFRS 5. The risk-based focus of our audit procedures on the allocation of assets and liabilities, and expenses and income, was on Group companies that have activities in several divisions. In doing so, we examined whether the allocation is consistent with BASF's internal reporting systems and the provisions of the purchase agreement signed with Lone Star Funds. Our audit approach There is a risk for the Consolidated Financial Statements that the expenses and income, and the assets and liabilities allocated to discontinued operation have not been properly identified and thus that the presentation of discontinued operations in the consolidated statement of income and in the balance sheet is not correct. With respect to the explanatory disclosures on discontinued operations in the Notes to the Consolidated Financial Statements, there is a risk that the explanations are not sufficiently detailed and appropriate. The accounting treatment of the Construction Chemicals division as a discontinued operation in accordance with IFRS 5 is complex. This applies in particular to the identification of the assets and liabilities allocated to discontinued operations in Group companies that have activities in several divisions. In addition, the explanatory disclosures on the discontinued operation in the Notes to the Consolidated Financial Statements are complex. On December 21, 2019, BASF signed an agreement with Lone Star Funds on the sale of the construction chemicals business. The construction chemicals business represents a separate, material business area of BASF. Until conclusion of the agreement, it was accounted for as the Construction Chemicals division in the Surface Technologies segment. Since signing of the agreement, the Construction Chemicals division has been classified as a discontinued operation in accordance with IFRS 5. The transaction is expected to be concluded in the third quarter of 2020. The income after tax of the construction chemicals business (€24 million; previ- ous year: €34 million) is included in income after taxes from discontinued operations. Financial statement risk For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on pages 204 to 205. Information on the discontinued construction chemicals business can be found in Note 2.5 to the Consolidated Financial Statements from page 215 onward. Accounting treatment of the construction chemicals business The assumptions and parameters underlying the calculation of the fair value of the interest in the Wintershall Dea joint venture are appropriate. The assets, liabilities and equity components allocated to the oil and gas activities of BASF for the calculation of the disposal gain have been properly identified. The disclosures in the Notes to the Consolidated Financial Statements on the divestiture of the oil and gas business, as well as on the interest in the Wintershall Dea joint venture, are sufficiently detailed and appropriate. Our observations In order to assess the accuracy of the measurement of the interest in the Wintershall Dea joint venture, we reproduced selected calculations taking into account risk-based considerations. 199 Our observations We assessed the appropriateness of the assumed growth rate for the period following the detailed planning period on the basis of industry and macroeconomic studies. We satisfied ourselves of the methodological appropriateness of the calculation and the appropriateness of the weighted cost of capital rates. To this end, we calculated our own expected values for the assumptions and parameters underlying the weighted cost of capital rates and compared these with the assumptions and parameters used. The audit team was supported by our company valuation specialists. Basis for the Opinions Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the Consolidated Financial Statements and of the Group Management Report. - the accompanying Group Management Report as a whole provides an appropriate view of the Group's position. In all material respects, this Group Management Report is consistent with the Consolidated Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the Group Manage- ment Report does not cover the content of those parts of the Group Management Report which are described in section "Other Information" of our auditor's report. The Group Management Report contains cross-references which are not legally required and are identified as unaudited. Our opinion does not cover those cross-references and the related referenced information. Section 315e (1) of the German Commercial Code (HGB) and full IFRS, and in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2019, and of its financial performance for the financial year from January 1, 2019 to December 31, 2019, and In our opinion, on the basis of the knowledge obtained in the audit, the accompanying Consolidated Financial Statements comply, in all material respects, with the IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to This is a translation of the German original. Solely the original text in German language is authoritative. The Group Management Report contains cross-references which are not intended to use by law and are identified as unaudited. In accordance with the German legal requirements we have not audited the content of those cross-references and the related refer- enced information. 1 We have audited the Consolidated Financial Statements of BASF SE and its subsidiaries (the Group), which comprise the balance sheet as at December 31, 2019, statement of income, statement of income and expense recognized in equity, statement of cash flows, statement of equity for the financial year from January 1, 2019 to December 31, 2019 and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the Group Management Report of BASF SE for the financial year from January 1, 2019 to Decem- ber 31, 2019. In addition, we have been instructed to express an opinion as to whether the Consolidated Financial Statements comply with full IFRS. In accordance with the German legal require- ments we have not audited those parts of the Group Management Report which are described in section "Other Information" of our auditor's report. Opinions Report on the Audit of the Consolidated Financial Statements and of the Group Management Report TO BASF SE, Ludwigshafen am Rhein Independent Auditor's Report¹ 5 Overviews 4 Consolidated Financial Statements Independent Auditor's Report 265 26 Risks from litigation and claims 265 We conducted our audit of the Consolidated Financial Statements and of the Group Management Report in accordance with Sec- tion 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report" section of our auditor's report. We are independent of the group entities in accor- dance with the requirements of European law and German commer- Finally, we assessed whether the disclosures in the Notes on the key assumptions are appropriate. cial and profession-al law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the Consolidated Financial Statements and on the Group Management Report. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements for the financial year from January 1, 2019 to December 31, 2019. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We examined the forecast for future cash inflows in the detailed planning period, in particular with respect to whether the expected development of the relevant sales markets were given appropriate consideration and are consistent with the current budget adopted by the Board of Executive Directors and the Supervisory Board. We compared internal growth forecasts with industry expectations and those of significant competitors. We also reviewed whether the assumptions in the budget adopted by the Board of Executive Directors and the Supervisory Board about the future development of margins and the amount of investments are appropriate. Our review of the appropriateness of the budget adopted by the Board of Executive Directors and the Supervisory Board also included a comparison of planning in past business years with the results actually achieved. For selected units, we examined whether reasons for not reaching planned values in the past were given appropriate consideration in current planning, to the extent that this was relevant. Our audit approach There is the risk for the financial statements that impairment has not been identified. In addition, there is also a risk that the disclosures in the Notes on the key assumptions are not appropriate. assumptions have a material impact on the recoverability of good- will. The growth forecasts of the Board of Executive Directors are associated with risks and can be revised in light of volatile raw materials prices and an instable macroeconomic environment. 5 Overviews 4 Consolidated Financial Statements Independent Auditor's Report 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 187 BASF Report 2019 Goodwill impairment testing is complex and based on a range of discretionary assumptions. These include the forecasts for future cash inflows in the detailed planning period, the assumed growth rate for subsequent periods, as well as the cost of capital. These Intangible assets in the Consolidated Financial Statements of BASF SE include goodwill in the amount of €8,105 million. Goodwill must be tested for impairment annually and whenever there is an indication that goodwill may be impaired. Financial statement risk For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 205. The underlying assumptions used in the calculation and the disclo- sures on the impairment tests performed are included in Note 14 to the Consolidated Financial Statements from page 239 onward. Recoverability of goodwill Key Audit Matters in the Audit of the Consolidated Financial Statements 201 190 The Supervisory Board wishes to thank all employees of the BASF Group worldwide and the management for their personal contribution in the 2019 business year. Beyond the statutory audit of the Financial Statements, KPMG also conducted, on behalf of the Supervisory Board, a substantive audit with limited assurance of the Nonfinancial Statements (NFSs) for BASF SE and the BASF Group, which are integral parts of the respective management's reports. On the basis of its audit, KPMG did not raise any objections to the nonfinancial reporting and the satisfaction of the relevant statutory requirements. For more information on the auditor, see the Corporate Governance Report on page 156 The Auditor's Report is rendered from page 187 onward KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Share- holders' Meeting for the 2019 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, which were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and the additional requirements that must be applied in accordance with section 315e(1) of the German Commercial Code (HGB), including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. In particular, it had instituted an appropriate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. The results of the audit as well as the procedure and material findings of the audit of the financial statements are presented in the Auditor's Report. Separate and Consolidated Financial Statements 5 Overviews The assurance report issued by KPMG on the substantive audit of the NFS can be found at basf.com/nfs-audit-2019 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report To Our Shareholders 1 About This Report Ludwigshafen, February 26, 2020 4 The auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 25, 2020, as well as the accounts meeting of the Supervisory Board on February 26, 2020, and reported on the procedure and material findings of its audit, including the key audit matters described in the Auditor's Report. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Supervisory Board. BASF Report 2019 At its accounts meeting on February 26, 2020, the Supervisory Board approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2019 Financial Statements final. The Supervisory Board concurs with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.30 per share. Thanks For more information on changes within the Supervisory Board, see the Corporate Governance Report on page 153 According to the Supervisory Board's assessment, the current members meet in full the objectives for the composition of the Supervisory Board with respect to the competence profile and the diversity concept. 5 Overviews The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 25, 2020, including the reports prepared by the auditor and the key audit matters specified in the Auditor's Report, and discussed them in detail with the auditor. The chairman gave a detailed account of the preliminary review at the Supervisory Board meeting on February 26, 2020. On this basis, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2019, the proposal by the Board of Executive Directors for the appropriation of profit, and the Consolidated Financial Statements and Management's Report for 2019. The results of the preliminary review by the Audit Committee and the results of the Supervisory Board's own examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management or the reports submitted. 3 Corporate Governance Report of the Supervisory Board 2 Management's Report 4 Consolidated Financial Statements 1 About This Report 181 BASF Report 2019 The Supervisory Board's election term ended on conclusion of the Annual Share- holders' Meeting on May 3, 2019. The long-serving shareholder representatives Prof. Dr. François Diederich and Michael Diekmann did not stand for re-election. As shareholder representatives, the Annual Shareholders' Meeting elected Prof. Dr. Thomas Carell and Dr. Alexander C. Karp, who were nominated for election for the first time, and the incumbent Supervisory Board members Dame Alison Carnwath DBE, Franz Fehrenbach, Dr. Jürgen Hambrecht and Anke Schäferkordt. The six employee representative were already elected without any changes to the current composition by the BASF Works Council Europe on November 21, 2018, in accordance with the Employee Participation Agreement. We would like to thank the now retired members of the Supervisory Board, Prof. Dr. François Diederich and Michael Diekmann, for many years of constructive and trust-based cooperation, and their considerable contributions to the success and further development of the company. Composition of the Supervisory Board To Our Shareholders Market capitalization December 31 billion € 65.0 81.1 84.3 Dividend per share 61.9 055262505 DE000BASF111 Earnings per share Adjusted earnings per share BASF11 BAS 55.5 918.5 2.9 918.5 918.5 918.5 million shares Number of shares December 31 2.9 2.1 2.9 3.3 million shares 187.6 229.6 185.7 Dividend yieldb 918.5 BASFY (ADR) 6.44 BAS GY % 4.90 5.30 3.38 3.40 4.10 % 3.30 3.20 3.10 3.00 2.90 € 4.00 Payout ratio 5.87 4.83 5.00 € 9.17 5.12 6.62 4.42 4.34 € BASF Report 2019 b Based on year-end share price a Average, Xetra trading BASFn.DE Price-earnings ratio (P/E ratio) 201.9 264.5 79.28 Reuters (Xetra trading) 2016 2015 Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com For more information about BASF stock, see basf.com/share communications - international." In the annual survey conducted by Britain's IR Magazine, we were named the best company for IR in the materials sector and took first place in the "Best IR website" category. Germany's Manager Magazin recognized BASF at the presentation of its Investors' Darling awards with first place in the digital communications category. Institutional Investor magazine also honored BASF with first place in the category "Best IR Team" and "Best IR Program" in the chemicals sector. Daily trade in sharesa Year average Year low Year-end price Year high Key BASF share data Analysts and investors have confirmed the quality of our financial market communications. The IR Society recognized BASF with the Best Practice Award 2019 in the category "Most effective overall For more information on our credit ratings, see the Financial Position on page 55 In 2019, we offered special events aimed at investors who base their investment decisions on sustainability criteria. We outlined in particular our measures for climate protection, energy efficiency, and health and safety. In addition, we provided credit analysts and creditors with more information about our business and financing strategy at several creditor relations roadshows. In September 2019, we informed analysts and investors about the Agricultural Solutions division's new strategy at our Capital Markets Day in Ghent, Belgium. Following the integration of the businesses acquired from Bayer, which was completed in mid-2019, BASF can offer farmers a connected portfolio of agricultural solutions - from seeds, traits and crop protection products to digital solutions. This strategy is based on innovation-driven growth in selected markets with a focus on sustainable solutions. Our corporate strategy aims to create long-term value. We support this strategy through regular and open communication with all capital market participants. We engage with institutional investors and rating agencies in numerous one-on-one meetings, as well as at roadshows and conferences worldwide, and give private inves- tors an insight into BASF at informational events. ■ Capital Markets Day Agricultural Solutions ■ Dialog with institutional investors and rating agencies ■ Informational events for private investors Analysts' recommendations Around 30 financial analysts regularly publish studies on BASF. The latest analyst recommendations for our shares as well as the average target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. BASF Report 2019 13 About This Report 1 2017 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews BASF on the Capital Market Close dialog with the capital market 2 Management's Report 2018 2019 € 67 70.96 88.16 80.38 64.77 Further information on BASF share € Securities code numbers United States (CUSIP number) ISIN International Securities Identification Number International ticker symbols Deutsche Börse Pink Sheets / OTCQX Bloomberg (Xetra trading) Germany million € 56.20 79.64 70.72 88.31 91.74 60.40 67.35 € 58.40 96.72 97.46 97.67 74.49 € 65.74 56.70 88.31 68 Manage- ment's Report 63 MSCI World Chemicals. BASF Report 2019 5.9% 2.3% 6.5% 12 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews BASF on the Capital Market Proposed dividend of €3.30 per share At the Annual Shareholders' Meeting, the Board of Executive Directors and the Supervisory Board will propose a dividend payment of €3.30 per share. We stand by our ambitious dividend policy of increasing our per-share dividend each year and plan to pay out €3.0 billion to our shareholders. O United Kingdom/Ireland 9% Rest of Europe 15% By region, rounded Rest of world 4% Not identified 6% Shareholder structure 15% of capital. Approximately 33% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. MSCI World Chemicals 21.0% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2.80 2.70 2.60 2.50 3.30 3.20 3.10 3.00 2.90 € per share Dividend per share Based on the year-end share price for 2019, BASF shares offer a high dividend yield of around 4.9%. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 30. 2.20 Employees becoming shareholders EURO STOXX 50 29.0% BASF share 16.7% 3.2% 6.2% 6.3% 120 7.2% 2009-2019 8.4% 110 8.3% 5.4% 100 9.5% ■BASF share ■ DAX 30 ■ EURO STOXX 50 ■ MSCI World Chemicals 90 Weighting of BASF shares in important indexes as of December 31, 2019 80 80 EURO STOXX 50 DAX 30 Dec Nov Oct Sep DAX 30 25.5% Aug Jun May Apr Mar Feb Jan Jul 47 21% United States/Canada In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2019, for example, around 25,400 employees (2018: around 25,600) purchased employee shares worth €70.5 million (2018: €79 million). 105 Raw Materials 18 TCFD Recommendations Index. 102 Supplier Management 17 Nonfinancial Statement Disclosures Regional Results Other Nutrition & Care Agricultural Solutions Surface Technologies Industrial Solutions Materials Actual Development Compared with Outlook for 2019 Business Review by Segment Our Strategy Corporate Strategy How We Create Value 36 16.3 20.0 13.9 11.8 7.3 Environmental Protection, Health and Safety. 14 Overview 16 Responsible Conduct Along the Value Chain 102 2 The BASF Group Chapter 2 pages 15-147 45% Germany 108 19 For more information on employee share purchase programs, see page 130 BASF - a sustainable investment In the scoring framework used by CDP in 2019, BASF is ranked among the best 20% of the participating chemical companies. In their assessment of the company's climate protection efforts and disclosure, the analysts identified, for instance, some potential for further development in the area of power supply from renewable energy sources. In the context of BASF's strategic goal of CO2- neutral growth until 2030, such options are currently being explored. In the CDP assessment for sustainable water management, BASF achieved the top grade of A and thus Leadership status. The assessment takes into account how transparently companies report on their water management activities and how they reduce risks such as water scarcity. CDP also evaluates the extent to which product developments can contribute to sustainable water management for customers of the companies assessed. BASF continued to be included in the MSCI ESG Ratings in 2019 with a score of AA. The analysts highlighted BASF's Verbund system as a key competitive advantage for resource-efficient processes. BASF's emissions intensity for greenhouse gases and air pollutants - one of the lowest compared with competitors in the chemical industry - was also assessed positively. For more information on the key sustainability indexes, see basf.com/sustainabilityindexes For more information on energy and climate protection, see page 116 onward For more information on air and soil, see page 123 Broad base of international shareholders With over 600,000 shareholders, BASF is one of the largest pub- licly owned companies with a high free float. An analysis of the shareholder structure carried out at the end of 2019 showed that, at around 21% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 12%. Shareholders from the United Kingdom and Ireland hold 9% of BASF shares, while investors from the rest of Europe hold a further ■ CDP again awards BASF Leadership status ■ BASF continues to be included in MSCI ESG Ratings with score of AA BASF has participated in CDP's program for reporting on data relevant to climate protection since 2004. CDP is an international organization representing more than 525 investors with over $96 trillion in assets and more than 125 major purchasing organizations with $3.5 trillion in purchasing power. In 2019, BASF achieved a score of A-, thus attaining Leadership status again. 30 Value-Based Management 27 Our Targets and Status of Target Achievement in 2019 139 136 Employees 126 23 Forecast Customer Orientation 22 125 24 24 25 Outlook 2020 Opportunities and Risks 133 133 Economic Environment in 2020 31 Innovation We have bundled all measures that will help us reach our climate target and enable further reductions in the long term in our global carbon management. ☐☐ The Consolidated Declaration of Corporate Governance in accor- dance with section 315d HGB in connection with section 289f HGB can be found in the Corporate Governance chapter from page 148. onward and is a component of the Management's Report. It comprises the Corporate Governance Report including the description of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (excluding the disclosures required by takeover law in accordance with section 315a(1) HGB), compliance reporting and the Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act. Pursuant to The content of this section is voluntary, unaudited information, which was critically read by the auditor. BASF Report 2019 About This Report 1 To Our Shareholders 2 Management's Report [ ] The content of this section is not part of the statutory audit but has undergone a separate audit with limited assurance by our auditor. 3 Corporate Governance Consolidated Financial Statements 5 Overviews Overview Nonfinancial Statement (NFS) disclosures in the relevant chapters of the integrated report NFS disclosure Business model Environmental matters Employee-related matters 4 Social matters You can find more information online. The content of these links are voluntary disclosures that were not audited by the auditor. The following symbols indicate important information: The NFS disclosures can be found in the relevant sections of the Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative Standards ("Comprehensive" application option) and the reporting require- ments of the U.N. Global Compact. The table on the following page shows the sections and subsections in which the individual disclosures can be found. In addition to a description of the business model, the NFS includes disclosures on the following matters, to the extent that they are required to under- stand the development and performance of the business, the Group's position and the impact of business development on the following matters: - ― Environmental matters - Employee-related matters Social matters Respect for human rights You can find more information in this report. - Anti-corruption and bribery matters Compensation Report and disclosures in accordance with section 315a HGB The Compensation Report including the description of the principles of the compensation system in accordance with section 315a(2) HGB can be found in the Corporate Governance chapter from page 162 onward, and the disclosures in accordance with section 315a(1) HGB (takeover-related disclosures) from page 155 onward. They form part of the Management's Report, which is audited as part of the annual audit. Consolidated Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB section 317(2) sentence 6 HGB, the auditor checked that the dis- closures according to section 315d HGB were made. Recommendations of the Task Force on Climate-related Financial Disclosures BASF supports the recommendations of the Task Force on Climate- related Financial Disclosures (TCFD). Disclosures recommended by the TCFD are presented in a number of places throughout this report. The table on page 18 shows the sections and subsections in which the relevant information can be found. The table is divided into four key areas in line with the TCFD recommendations: gover- nance, strategy, risk management, and metrics and targets. Further information Within the scope of the annual audit, the external auditor KPMG checked pursuant to section 317(2) sentence 4 HGB that the NFS was presented in accordance with the statutory requirements. KPMG also conducted a substantive audit with limited assurance of the NFS. A report on this substantive audit can be found online at basf.com/nfs-audit-2019. The audit was conducted in accor- dance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the rele- vant international auditing standards for sustainability reporting. Respect for human rights Anti-corruption and bribery matters Topics Concepts and results Pages 19-22 20 20 BASF Report 2019 1 Excluding the construction chemicals activities presented as discontinued operations The ongoing Excellence Program is expected to contribute €2 billion to EBITDA annually from the end of 2021 onward compared with baseline 2018. BASF expects a reduction of a total of around 6,000 positions worldwide until the end of 2021. This decrease results from the organizational simplification and from efficiency gains in The role of regions and countries is being sharpened. Going forward, they will primarily represent BASF locally and even better support the growth of business units with local proximity to customers. Compliance Supplier management In addition, four global service units were established: Global Engineering Services and Global Digital Services offer services for individual sites, globally for the divisions or other units of the BASF Group. Global Procurement makes purchasing even more effective. The newly established Global Business Services unit will be a global, flexible and demand-driven service unit that strengthens the competitiveness of the divisions and provides services in areas such as finance, human resources, environmental protection, health and safety, intellectual property, communications, supply chain and consulting. BASF has created the conditions for greater customer proximity, increased competitiveness and profitable growth with an organiza- tional realignment as part of the implementation of its strategy. We are streamlining our administration, sharpening the roles of services and regions, and simplifying procedures and processes as part of our ongoing Excellence Program. Customer-focused operating divisions, cross-functional service units and regions as well as a lean Corporate Center are the cornerstones of the new organization. Organizational realignment as of January 1, 2020 For more information on the new segment structure as of January 1, 2019, see the Notes to the Consolidated Financial Statements from page 219 onward For more information on the products and services offered by the segments, see from pages 63, 69, 74, 80, 85 and 91 onward Business processes such as the procurement of raw materials and services, production and transport to customers were the shared responsibility of the divisions and the functional units in 2019. Seven functional units and eight corporate units supported the BASF Group's business activities. The functional and corporate units provided services in the areas of finance, human resources, tax and legal, engineering, site management, purchasing and logistics, environ- mental protection, health and safety, investor relations, and com- munications. As part of the further development of the corporate strategy, in 2019 BASF embedded business-critical parts of its functional units into the divisions, such as engineering services, procurement and logistics. This increased customer proximity and improved customer-specific agility. We have also created leaner structures in our functional units, research and development and in governance functions. Together with our divisions, the three global research divisions Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research safeguard our innovative capacity and competitiveness. Our regional and country organizations help to leverage market potential. For financial reporting purposes, we organize the regional divisions into four regions: Europe; North America; Asia Pacific; South America, Africa, Middle East. Our divisions bear operational responsibility here and are organized according to sectors or products. They manage our 54 global and regional business units and develop strategies for the 76 strategic business units.1 The Corporate Center units support the Board of Executive Directors in steering the company as a whole. These include central tasks from the following areas: strategy; finance; law, compliance and tax; environ- mental protection, health and safety; human resources; communi- cations; investor relations and internal audit. Responsibility for human rights Global labor and social standards Supplier management Social commitment The BASF Group Process safety Biodiversity Energy and climate protection Emergency response and corporate security Supplier management Emissions to air Steering of product portfolio Product stewardship Transportation and storage Management of waste and contaminated sites Water Occupational safety Dialog with employee representatives Inclusion of diversity What we expect from our leaders Health protection Global labor and social standards Learning and development Supplier management Employee engagement Competition for talent Compensation and benefits Nonfinancial Statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) The Management's Report comprises the chapter of the same name on pages 15 to 147, as well as the disclosures required by takeover law, the Compensation Report and the Declaration of Corporate Governance, which are presented in the Corporate Governance chapter. The Nonfinancial State- ment (NFS) is integrated into the Management's Report. Overview 5 Overviews 1 To Our Shareholders 2 Management's Report The Board of Executive Directors of BASF SE 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Dr. Martin Brudermüller, Chairman of the Board of Executive Directors About This Report Dr. Hans-Ulrich Engel, Vice Chairman of the Board of Executive Directors Michael Heinz Dr. Markus Kamieth BASF Report 2019 Wayne T. Smith 11 About This Report 1 To Our Shareholders Saori Dubourg Climate 80 74 Integration of Sustainability. 36 The BASF Group's Business Year 42 Material Investments and Portfolio Measures 42 Economic Environment 44 Results of Operations 47 Net Assets 52 Financial Position 54 58 60 Chemicals 63 69 2 Management's Report BASF's new segment structure allows for a more differentiated steering of our businesses according to their market-specific competitive environment. It increases transparency regarding the results of our segments and divisions and highlights the importance of the Verbund and value chains to our business success. BASF aims to clearly position its businesses against their relevant competitors and establish a high-performance organization to enable BASF to be successful in an increasingly competitive market environment. 3 Corporate Governance Consolidated Financial Statements 130 protection with carbon 23 management 91 97 100 2014-2019 6.4 For more information, see pages 121 and 122 About This Report 1 To Our Shareholders 2 Management's Report Overview 3 Corporate Governance 4 Consolidated Financial Statements -70% 90 90 100 5 Overviews BASF on the Capital Market BASF on the Capital Market 85 In 2019, the stock markets were again characterized by long periods of uncertainty as a result of the trade conflicts, especially between the United States and China. Geopoliti- cal tensions also contributed to a volatile stock market environment. We stand by our ambitious dividend policy and will propose a dividend of €3.30 per share at the Annual Shareholders' Meeting - an increase of 10 euro cents compared with the previous year. Based on the year-end share price for 2019, BASF shares offer a high dividend yield of around 4.9%. Change in value of an investment in BASF shares in 2019 With dividends reinvested; indexed BASF share performance ■ BASF share gains 11.5% in 2019 ■ Assuming that dividends were reinvested, BASF's share performance rose by 16.7% The BASF share closed the 2019 stock market year with a closing price of €67.35, an increase of 11.5% compared with the previous year's closing price. Alongside the general brightening in market sentiment at the end of the year, the increase in BASF's share price was attributable to better earnings developments in BASF's down- stream segments. Assuming that dividends were reinvested, BASF's share performance rose by 16.7% in 2019. The benchmark indexes of the German and European stock markets - the DAX 30 and the EURO STOXX 50 - rose by 25.5% and 29.0% over the same period, respectively. The global industry index MSCI World Chemicals gained 21.0%. Viewed over a 10-year period, the long-term performance of BASF shares surpasses the German and European benchmark indexes. The assets of an investor who invested €1,000 in BASF shares at the end of 2009 and reinvested the dividends in additional BASF shares would have increased to €2,250 by the end of 2019. This represents an annual yield of 8.4%, placing BASF shares above the returns for the DAX 30 (8.3%) and the EURO STOXX 50 (5.4%). Long-term performance of BASF shares compared with indexes Average annual increase with dividends reinvested 130 120 110 4 In addition to the segment structure, the composition of a number of divisions also changed as of January 1, 2019. The propylene oxide and propylene glycol business was transferred from the Petro- chemicals division to the Monomers division. The superabsorbents business is now allocated to the Petrochemicals division rather than the Care Chemicals division. The styrene, polystyrene and styrene- based foams business, which previously mainly fell under the Perfor- mance Materials division and a small part under Other, is now bun- dled in the Petrochemicals division. 16 BASF has reported its share of Wintershall Dea's net income in EBIT before special items and in EBIT of the BASF Group, presented under Other. BASF and LetterOne intend to list Wintershall Dea on the stock exchange by way of an initial public offering (IPO) in the second half of 2020, provided market conditions are suitable. Page 142-144 Page 38-39 Page 124-125 Page 121-122 Page 145-147 Page 142-144 Integration of Sustainability - Steering of product portfolio based on sustainability performance Opportunities and Risks - Short-term opportunities and risks Opportunities and Risks - Long-term opportunities and risks Carbon management as a climate protection tool Water The disclosures and indicators in the Management's Report on sustainability in 2019 no longer include data on Wintershall. The construction chemicals business is included in the disclosures on environmental protection, health and safety, employees and compliance, but has already been removed from the sales-related sustainability figures. The business acquired from Bayer in 2018 is included in the indicators. Exceptions are explained in the corre- sponding sections in the chapters concerned. Opportunities and Risks - Long-term opportunities and risks Describe the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning. Describe the climate-related risks and opportunities the organization has Opportunities and Risks - Short-term opportunities and risks identified over the short, medium, and long term.c Disclose the actual and potential impacts of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material. Strategy Page 36-37 Page 149-150 Page 177 Page Corporate Governance Report - Direction and management by the Board of Executive Directors Report of the Supervisory Board - Supervisory Board meetings Integration of Sustainability - Strategy Describe the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.d Risk management Disclose how the organization identifies, assesses, and manages climate-related risks. Describe the organization's processes for identifying and assessing climate-related risks. Energy and climate protection - Global goals and measures Page 116-117 Page 117-119 Page 38-39 Page 124-125 Page 117-119 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas Energy and climate protection - Strategy (GHG) emissions, and the related risks. Integration of Sustainability - Steering of product portfolio based on sustainability performance Energy and climate protection - Global goals and measures Water Global goal and measures Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. Metrics and targets Page 140-142 Page 145-147 Page 140-142 Opportunities and Risks - Long-term opportunities and risks Opportunities and Risks - Risk management process Page 140-142 Page 103 Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management. Describe the organization's processes for managing climate-related risks. Opportunities and Risks - Risk management process Opportunities and Risks - Risk management process Supplier Management - Training and partnerships Describe management's role in assessing and managing climate-related risks and opportunities. Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. Section Recommended disclosures Page 27 (targets) Pages 108 and 109-110 (targets, measures, results) Page 131 (targets, measures, results) Page 27 (targets) Pages 108 and 124-125 (targets, measures, results) Page 27 (targets) Pages 108 and 123 (targets, measures, results) Pages 108 and 115 (targets, measures, results) Pages 108 and 113-114 (targets, measures, results) Page 128-129 (targets, measures, results) Page 127 (targets, measures, results) Page 27 (targets) Pages 108 and 123 (targets, measures, results) Page 27 (targets) Pages 102-104 (targets, measures, results) Page 27 (targets) Pages 108 and 116-122 (targets, measures, results) Pages 108 and 111-112 (targets, measures, results) Page 27 (targets) Page 105-107 (targets, measures, results) Pages 108 and 110-111 (targets, measures, results) Page 27 (targets) Pages 38-39 (targets, measures, results) Pages 108 and 111 (targets, measures, results) Page 131-132 (targets, measures, results) Pages 129-130 (targets, measures, results) Page 27 (targets) Pages 102-104 (targets, measures, results) Page 127 (targets, measures, results) Page 129 (targets, measures, results) Page 130 (targets, measures, results) Disclose the organization's governance around climate-related risks and opportunities. Governance Topic Recommendations of the Task Force on Climate-related Financial Disclosures in the relevant chapters of the integrated report Overview 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 17 BASF Report 2019 Pages 102-104 (targets, measures, results) Pages 157-158 (targets, measures, results) Page 27 (targets) Pages 102-104 (targets, measures, results) Page 40-41 (targets, measures, results) Page 131-132 (targets, measures, results) Page 27 (targets) Page 41 (targets, measures, results) Describe the board's oversight of climate-related risks and opportunities. Strategy Page 145-147 Page 116-117 7 As of January 1, 2019, we have 11 divisions grouped into six segments as follows: Other 7 Organization of the BASF Group in 2019 13% Agricultural Solutions - Agricultural Solutions 6 - Nutrition & Health 10% Nutrition & Care 5 Care Chemicals -Coatings 22% - Catalysts Surface Technologies 4 5 - Performance Chemicals 14% Industrial Solutions 3 - Dispersions & Pigments 20% - Performance Materials - Monomers Materials 1 2 5% 3 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report The BASF Group 1 To Our Shareholders About This Report 19 BASF Report 2019 September 2018, BASF and LetterOne had signed a transaction agreement to merge their respective oil and gas businesses in a joint venture. Shareholder loans were replaced by bank loans in the course of the merger. Since May 1, 2019, BASF's participating interest in Wintershall Dea has been reported in the Consolidated Financial Statements of the BASF Group according to the equity method, with an initial valuation at fair value. The gain from the transition from full consolidation to the equity method is shown in income after taxes from discontinued operations. Since May 1, 2019, for greater customer proximity, increased competitiveness and profitable growth Organizational realignment New segment structure since January 1, 2019 Following the approval of all relevant authorities, BASF and LetterOne completed the merger of Wintershall and DEA on May 1, 2019. In sales and earnings of the Construction Chemicals division are no longer included in sales, EBITDA, EBIT and EBIT before special items of the BASF Group. Until closing, the income after taxes of the construction chemicals business will be presented in the income after taxes of BASF Group as a separate item ("Income after taxes from discontinued operations"). employees contribute to our success and that of our customers Production, technology, market, digitalization In 90+ countries Intelligent Verbund concept Energy and climate protection - Strategy Water The segment data for 2018 presented in this report has been restated to reflect the new segment structure. - Agricultural Solutions: Agricultural Solutions Nutrition & Care: Care Chemicals, Nutrition & Health Surface Technologies: Catalysts, Coatings Chemicals: Petrochemicals, Intermediates Materials: Performance Materials, Monomers Industrial Solutions: Dispersions & Pigments, Performance Chemicals - - 2 4 6 On December 21, 2019, BASF and an affiliate of Lone Star, a global private equity firm, signed an agreement on the sale of BASF's construction chemicals business. The purchase price on a cash and debt-free basis is €3.17 billion. The transaction is expected to close in the third quarter of 2020, subject to the approval of the relevant competition authorities. The Construction Chemicals divi- sion was previously reported under the Surface Technologies seg- ment. The signing of the agreement had an immediate effect on the reporting of BASF Group. Retroactively as of January 1, 2018, 16% - Intermediates Integration of Sustainability - Steering of product portfolio based on sustainability performance Page 124 Page 38-39 a Refers to the Supervisory Board BASF Report 2019 b Refers to the Board of Executive Directors and senior executives c We report comprehensively on climate-related opportunities and risks in reporting to CDP on data relevant to climate protection. d To steer our greenhouse gas emissions, in 2019 we launched a project to derive and evaluate long-term strategic scenarios, taking into account different levels of global warming. e Climate-related risks are identified, assessed and managed as part of the general risk management process. About This Report 1 To Our Shareholders 2 Management's Report The BASF Group 18 4 Chemicals 1 3 Corporate Governance Percentage of total sales in 2019 Structure of BASF - Petrochemicals The BASF Group 5 Overviews Consolidated Financial Statements At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protection and social responsibility. The approximately 118,000 employees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is divided into the Chemicals, Materials, Industrial Solutions, Surface Technologies, Nutrition & Care and Agricultural Solutions segments. 86,556 1,034 198 86,950 23,329 16,604 5,753 [2] 756 3,427 [24] 5,509 3,362 [24] 695 About This Report [11] 3,252 2,938 [23] 5,122 5,087 27,118 2,998 1 To Our Shareholders Million € 3 Corporate Governance (66) (634) 78 (5,941) 1,113 906 (394) 25 (1,249) 479 3,750 4,218 4,707 8,421 2018 2019 Payments made for acquisitions 4 Consolidated Financial Statements Statement of Cash Flows 5 Overviews Statement of Cash Flows BASF Group Statement of cash flowsa 27,996 2 Management's Report Net income Changes in inventories Changes in receivables Changes in operating liabilities and other provisions Changes in pension provisions, defined benefit assets and other items Gains (-)/ losses (+) from the disposal of noncurrent assets and securities Cash flows from operating activities Payments made for intangible assets and property, plant and equipment Payments made for financial assets and securities Depreciation and amortization of intangible assets and property, plant and equipment 705 7,683 [24] Provisions for pensions and similar obligations Tax provisions and deferred tax liabilities Other provisions Financial indebtedness Other liabilities Noncurrent liabilities Accounts payable, trade Provisions Tax liabilities Financial indebtedness Other liabilities Liabilities of disposal groups Current liabilities Total equity and liabilities Explanations in Note December 31, 2019 December 31, 2018 [19] 1,176 1,176 [19] 3,115 3,118 [19] 42,056 36,699 7,474 Equity Equity attributable to shareholders of BASF SE Noncontrolling interests Other comprehensive income Retained earnings 15,332 15,015 [24] 1,301 1,340 [23] 2,346 2,280 [11] 7,434 [22] BASF Report 2019 36,109 1,678 42,350 853 [21] 35,054 41,497 (5,939) (4,850) [20] 5 Overviews Balance Sheet Equity and liabilities Million € Subscribed capital Capital reserves 1,055 7,939 1,176 Payments received from the disposal of noncurrent assets and securities 70 8,491 949 949 15 964 (3)d (125) 140 12 (162) (150) 918,478,694 4 Consolidated Financial Statements 3,115 8,421 8,421 (3,064) (125)c Retained earnings comprehensive incomeb 3,118 36,699 (5,939) Equity attributable to shareholders 42,056 of BASF SE Noncontrolling interests Equity 1,055 36,109 (2,939) (2,939) 35,054 (4,850) 41,497 853 (586) 1d (8) (7) 18 11 918,478,694 22 1,176 36,699 (5,939) 35,054 1,055 36,109 BASF Report 2019 200 3,118 Capital reserves (608) 4,979 42,350 918,478,694 1,176 3,117 34,847 (5,331) 33,809 (608) 917 (2,847) (2,847) (174) (3,021) 4,707 4,707 272 34,726 Subscribed capital 1,176 918,478,694 Number of shares outstanding 107 1,399 (1,190) 555 (11,804) 1 3 10,357 (13,699) 2,600 6,355 (2,939) (2,847) (125) (174) (6,405) (52) (121) (3,389) (3,917) (7,362) (1,210) Cash flows from investing activities Capital increases/repayments and other equity transactions Additions to financial and similar liabilities Repayment of financial and similar liabilities Dividends paid To shareholders of BASF SE noncontrolling interests Cash flows from financing activities (239) Net changes in cash and cash equivalents From foreign exchange rates changes in the scope of consolidation Cash and cash equivalents at the beginning of the yearb Cash and cash equivalents at the end of the yearb (3,824) (3,894) (1,126) Changes in cash and cash equivalents Payments received for divestitures 37 2,519 Income after taxes Changes to income and expense recognized directly in equity Changes in scope of consolidation and other changes As of December 31, 2019 As of January 1, 2018 Effects of acquisitions achieved in stages Dividends paid Dividends paid Income after taxes Changes in scope of consolidation and other changes As of December 31, 2018 a For more information on the items relating to equity, see Notes 19 and 20 from page 251 onward. b Details are provided in the Statement of Income and Expense Recognized in Equity on page 195. c Including profit and loss transfers d Granting of BASF shares under BASF's "plus" share program Other Changes to income and expense recognized directly in equity 20 Effects of acquisitions achieved in stages Million € 2,455 (59) 6,495 2,519 a More information on the statement of cash flows can be found in the Management's Report (Financial Position) on page 54. Other information on cash flows can be found in Note 29 from page 282 onward. b In 2019 and 2018, cash and cash equivalents presented in the statement of cash flows deviate from the figures in the balance sheet due to the reclassification of cash and cash equivalents to disposal groups: for the construction chemicals business (€21 million) and the pigments business (€7 million) in 2019, and for the oil and gas business (€219 million) in 2018. BASF Report 2019 199 As of January 1, 2019 About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Changes in Equity 5 Overviews Statement of Changes in Equity BASF Group Statement of changes in equitya 1 To Our Shareholders 3 Corporate Governance 269 6,033 1 To Our Shareholders 15 (586) (608) 22 9,455 9,370 85 4,393 4,099 294 BASF Report 2019 195 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Remeasurement of defined benefit plans Other comprehensive income 5 Overviews Transfers Changes As of January 1, 2018 949 As of December 31, 2019 Transfers Changes As of January 1, 2019 Million € Development of income and expense recognized in equity attributable to shareholders of BASF SE 4 Consolidated Financial Statements Statement of Income and Expense Recognized in Equity Deferred taxes Unrealized gains/losses from currency translation 964 C FVOCI: fair value through other comprehensive income Unrealized gains/losses from currency translation 481 466 15 194 172 22 Reclassification of realized gains/losses from currency translation recognized in the statement of income 834 834 Deferred taxes on reclassifiable gains/losses (28) (28) 9 9 Reclassifiable gains/losses after taxes from equity-accounted investments (9) b For more information, see Note 22 from page 253 onward. a For more information on other comprehensive income, see Note 20 on page 252 of the Notes. Comprehensive income Other comprehensive income after taxes 22 137 d For more information, see Note 27 from page 266 onward. 159 1,342 1,357 Reclassifiable gains/losses (20) (20) (9) 15 (25) Measurement of securities at fair value Total income and expense recognized in equity 11 (466) 5 (113) 244 (5,939) BASF Report 2019 196 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Balance Sheet Balance Sheet BASF Group Cash and cash equivalentsa Marketable securities Other receivables and miscellaneous assets Accounts receivable, trade Inventories Noncurrent assets (2) Other receivables and miscellaneous assets Other financial assets Investments accounted for using the equity method Property, plant and equipment Intangible assets Million € Assets Deferred tax assets Cash flow hedges (5,365) 235 (5,365) (466) 5 (113) (5,939) (752) 1,279 91 618 140 140 359 (15) (13) 331 (5,618) 798 Deferred taxes (852) (14) 1 141 (980) As of December 31, 2018 (5,331) 4 (605) (4,620) (4,850) (35) 5 (110) Assets of disposal groups (25) 79 (756) (1,117) (1,138) 2,546 4,116 4,150 [2] 5,945 863 829 8,491 4,979 4,979 [12] (70) (272) (272) 5.12 9.17 [5] 0.83 0.86 6.45 [11] [5] 4.26 2.72 [5] 4,707 4,707 8,421 4.29 5.12 5,288 3,302 33 35 36 (78) (78) (78) (45) (43) (42) 183 174 174 (648) (537) (540) (465) (363) (745) (741) (750) [10] (337) (335) 5,233 (240) (368) (275) 32 33 35 (366) (369) 79 [5] (0.01) 5 Overviews 2018 Noncontrolling interests 70 BASF Group 4,979 Shareholders of BASF SE Noncontrolling interests 4,707 272 (977) (977) 235 235 (3) (3) (745) (745) Fair value changes in options designated as cash flow hedges, netd (44) (44) 54 54 Reclassification of realized gains/losses recognized in the statement of income (393) 19 25 25 Fair value changes in securities measured through other comprehensive income, netd Unrealized gains/losses in connection with cash flow hedges. 1 1 Unrealized gains/losses from fair value changes in securities measured at FVOCIC Reclassification of realized gains/losses recognized in the statement of income 19 (0.02) (393) (46) (0.01) Diluted earnings per share (€) [5] 9.15 5.11 5.11 a Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. For more information, see Note 1.4 on page 204 of these Notes. BASF Report 2019 194 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Income and Expense Recognized in Equity Statement of Income and Expense Recognized in Equity BASF Group Statement of comprehensive incomea 359 359 (706) (706) 8,421 of BASF SE (46) Shareholders BASF Group 8,491 Nonreclassifiable gains/losses after taxes from equity-accounted investments Nonreclassifiable gains/losses Deferred taxes on nonreclassifiable gains/losses Remeasurement of defined benefit plansb Income after taxes Million € 2019 Current assets Total assets a For a reconciliation of the amounts in the statement of cash flows with the balance sheet item cash and cash equivalents, see page 199. We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). We were elected as group auditor by the annual general meeting on May 3, 2019. We were engaged by the Chairwoman of the audit committee on July 18, 2019. We have been the group auditor of BASF SE without interruption since the financial year 2006. Further Information pursuant to Article 10 of the EU Audit Regulation Other Legal and Regulatory Requirements From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. We also provide the audit committee with a statement that we have complied with the relevant independence requirements, and com- municate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards. 5 Overviews 4 Consolidated Financial Statements Independent Auditor's Report 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 192 BASF Report 2019 We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. - Perform audit procedures on the prospective information pre- sented by the Board of Executive Directors in the Group Manage- ment Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Board of Executive Directors as a basis for the prospective infor- Imation, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a sepa- rate opinion on the prospective information and on the assump- tions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. - 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and of the Group Management Report. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management Report as a whole provides an appropriate view of the Group's position and, in all material respects, is consis- tent with the Consolidated Financial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the Consolidated Financial Statements and on the Group Management Report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits pro- mulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Finan- cial Statements and this Group Management Report. German Public Auditor Responsible for the Engagement We exercise professional judgment and maintain professional skep- ticism throughout the audit. We also: - Obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures (systems) relevant to the audit of the Group Manage- ment Report in order to design audit procedures that are appro- priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. - Evaluate the appropriateness of accounting policies used by the Board of Executive Directors and the reasonableness of estimates made by the Board of Executive Directors and related disclosures. Conclude on the appropriateness of the Board of Executive Direc- tors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw atten- tion in the auditor's report to the related disclosures in the Consoli- dated Financial Statements and in the Group Management Report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consoli- dated Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSS as adopted by the EU, the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS. Obtain sufficient appropriate audit evidence regarding the finan- cial information of the entities or business activities within the Group to express opinions on the Consolidated Financial State- ments and on the Group Management Report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions. - Evaluate the consistency of the Group Management Report with the Consolidated Financial Statements, its conformity with law, and the view of the Group's position it provides. - Identify and assess the risks of material misstatement of the Con- solidated Financial Statements and of the Group Management Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opin- ions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta- tions, or the override of internal control. 2 Management's Report The German Public Auditor responsible for the engagement is Alexander Bock. KPMG AG Income from other shareholdings Income from operations Income from companies accounted for using the equity method Other operating expenses Other operating income Research and development expenses General administrative expenses Selling expenses Gross profit on sales Cost of sales Sales revenue Million € Statement of income BASF Group Statement of Income 5 Overviews 4 Consolidated Financial Statements Statement of Income Wirtschaftsprüfungsgesellschaft [Original German version signed by:] Sailer Wirtschaftsprüfer [German Public Auditor] Bock Frankfurt am Main, February 25, 2020 Wirtschaftsprüfer BASF Report 2019 193 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance [German Public Auditor] Expenses from other shareholdings To Our Shareholders About This Report [11] 2,887 2,342 [18] 1,112 886 55,960 43,335 BASF Report 2019 [17] 11,223 12,166 [18] 9,093 10,665 [18] 3,790 About This Report 197 86,556 86,950 43,221 30,990 570 14,607 [2] 2,300 2,427 344 444 3,139 4,013 1 636 2,203 191 BASF Report 2019 Furthermore, the Board of Executive Directors is responsible for the preparation of the Group Management Report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the Consolidated Financial Statements, complies with German legal requirements, and appro- priately presents the opportunities and risks of future development. In addition, the Board of Executive Directors is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Group Management Report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Group Management Report. In preparing the Consolidated Financial Statements, the Board of Executive Directors is responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Group. In addition, the Board of Executive Directors is responsible for such internal control as they have determined necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. - otherwise appears to be materially misstated. - is materially inconsistent with the Consolidated Financial State- ments, with the Group Management Report or our knowledge obtained in the audit, or In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information Our opinions on the Consolidated Financial Statements and on the Group Management Report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. The other information does not comprise the Consolidated Financial Statements, the audited parts of the Group Management Report and our auditor's report. Additionally the other information comprises the remaining parts of the BASF Report 2019. the disclosures which are not normally part of the Group Manage- assets, liabilities, financial position, and financial performance of the ment Report and which are identified as unaudited. Responsibilities of the Board of Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report Board of Executive Directors is responsible for the preparation of the Consolidated Financial Statements that comply, in all material respects, with IFRSS as adopted by the EU, the additional require- ments of German commercial law pursuant to Section 315e (1) HGB and full IFRS and that the Consolidated Financial Statements, in compliance with these requirements, give a true and fair view of the the corporate governance statement in the section Corporate Governance of the Group Management Report, and the information of the integrated non-financial statement which is identified as unaudited The Board of Executive Directors and the Supervisory Board are responsible for the other information. The other information com- prises: Other information 15,008 5,974 About This Report 1 To Our Shareholders 2 Management's Report [16] 3 Corporate Governance 5 Overviews In consultation with our valuation specialists, we compared the assumptions and parameters underlying the incremental borrowing rates with our own assumptions and publicly available data. In addition, we evaluated the appropriateness of the model used to calculate the interest rate and reproduced the calculation of the incremental borrowing rates on a risk-oriented basis. We reproduced BASF's calculations of the carrying amounts of the lease liabilities and right-of-use assets. To this end, we evaluated the measurement and recognition of lease liabilities and right-of-use assets performed by the IT system for selected leases, chosen in part on a representative and in part on a risk-oriented basis. The risk-based assessment included an evaluation of proper measure- ment in the case of changes to or reassessments of the underlying contract. To the extent that IT processing systems were used to calculate and consolidate the relevant data, in consultation with our IT specialists, we tested the effectiveness of the rules and processes in the underlying accounting-relevant IT system. Our observations BASF SE has established an appropriate process to recognize leases in accordance with IFRS 16. The assumptions and parame- ters underlying the measurement of lease liabilities and right-of-use assets are appropriate overall. 4 Consolidated Financial Statements Independent Auditor's Report Net income from shareholdings Interest income Interest expenses (2,028) (1,994) (2,158) [7] (1,426) (1,310) [7] (8,588) (7,715) (7,912) [7] 18,356 17,306 16,255 (44,319) (42,914) (43,061) [6] 2018 previous 62,675 [8] 60,220 2,095 1,815 Explanations in Note December 31, 2019 December 31, 2018 [14] 14,525 16,554 [15] 21,792 20,780 [16] 4,052 [4] 269 116 [9] (2,365) (2,348) (3,034) [8] 1,812 2 Management's Report (1,356) Dilution effect (€) 59,316 [6] 2018 restateda 2019 Explanations in Note Earnings per share (€) Earnings per share from discontinued operations (€) Earnings per share from continuing operations (€) Noncontrolling interests. Net income Income after taxes from discontinued operations Income after taxes from continuing operations Income taxes Income before income taxes Financial result Other financial result Other financial expenses Other financial income Interest result Income after taxes 2 Management's Report About This Report 1 To Our Shareholders 3 Corporate Governance In IAS 23 - Borrowing Costs, it was determined that when entities borrow funds in general for the acquisition of qualifying assets that those costs for capital borrowed specifically for the acquisition of qualifying assets should not be considered in the determination of the financing rate until their completion. 5 Overviews Notes In IFRS 3 - Business Combinations, it was clarified that when a party to a joint arrangement obtains control of a business that is a joint operation and had rights to the assets and obligations for the liabilities relating to that joint operation immediately before the acquisition date, the transaction is a business combination achieved in stages. The acquirer shall therefore apply the requirements for a business combination achieved in stages, including remeasuring its previously held interest in the joint operation. 201 4 Consolidated Financial Statements BASF Report 2019 IFRS 16 - Leases was endorsed by the European Union on October 31, 2017, and applied by BASF for the first time as of January 1, 2019. IFRS 16 requires an accounting model for a lessee that recognizes all right-of-use assets and liabilities from lease agreements in the balance sheet. As for the lessor, the new standard substantially carries forward the accounting requirements of IAS 17 - Leases because lessors must continue to classify leases as either finance or operating leases. Annual Improvements to IFRS 2015-2017 On October 12, 2017, the IASB published amendments with respect to the accounting treatment of long-term interests in associated companies and joint ventures. These amendments were endorsed by the European Union on February 8, 2019. They clarify that IFRS 9 is to be applied to long-term interests in associated companies or joint ventures that are not accounted for using the equity method. The amendments have no material effect on BASF. Amendments to IAS 28 - Long-Term Interests in Associates and Joint Ventures IFRIC 23 expands on the requirements in IAS 12 on how to account for uncertainties surrounding the income tax treatment of circum- stances and transactions with respect to both actual and deferred taxes. The amendments were endorsed by the European Union on October 23, 2018. They have no material effect on BASF. IFRIC 23 - Uncertainty over Income Tax Treatments The amendments pertain to the relevant criteria for the classification of financial assets and were endorsed by the European Union on March 22, 2018. Financial assets with a prepayment feature with negative compensation may be recognized under certain conditions at amortized cost or at fair value through other comprehensive income instead of at fair value through profit and loss. The amend- ments have no effect on BASF. Amendments to IFRS 9 - Financial Assets with a Prepayment Feature with Negative Compensation For more information on leases, see Note 28 from page 279 onward The effects of first-time application of IFRS 16 on BASF are pre- sented in Note 28. Notes Four standards were amended in the Annual Improvements to IFRSS (2015-2017). The amendments were endorsed by the European Union on March 14, 2019. They have no material effect on BASF. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 202 BASF Report 2019 The IASB issued further amendments to standards and interpreta- tions which are still subject to E.U. endorsement and whose application is not yet mandatory. These amendments are unlikely to have a material impact on the reporting of BASF. BASF does not plan on early adoption of these amendments. Notes IFRSS and IFRICS not yet to be considered and not yet endorsed by the E.U. Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform The amendments issued by the IASB on October 31, 2018 provide a uniform and more precise definition of the materiality of information provided in the financial statements, together with accompanying examples. In this connection, the definitions in the Conceptual Framework, IAS 1, IAS 8 and the IFRS Practice Statement 2 (Making Materiality Judgements) were harmonized. The amendments were endorsed by the E.U. on November 29, 2019 and are to be applied for the first time on or after January 1, 2020. Amendments to IAS 1 - Financial Statement Presentation and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments update references to and quotes from the Conceptual Framework. The amendments were endorsed by the E.U. on November 29, 2019. The revised Conceptual Framework issued on March 29, 2018 replaces the previous Conceptual Frame- work from 2010. The main changes primarily relate to the definition, recognition and measurement of assets and liabilities, as well as the differentiation between income and expense and other comprehen- sive income. The amendments are to be applied for the first time in the first reporting period of the fiscal year beginning on or after January 1, 2020. Amendments to References to the Conceptual Framework in IFRS Standards The effects on the BASF Group financial statements of the IFRSS and IFRICS not yet in force in 2019 but already endorsed by the European Union were reviewed and are explained below. BASF currently assumes that they will have no material effect on the Consolidated Financial Statements. IFRSS and IFRICS not yet to be considered but already endorsed by the E.U. The amendments relate to the measurement of pension obligations based on updated assumptions if plan amendment, curtailment or settlement occurs. After such an event, the past service cost as well as any gains or losses on the basis of current actuarial assumptions and a comparison of the resulting pension benefits must be calcu- lated before and after the change. The periods before and after the plan amendment, curtailment or settlement are treated separately in subsequent measurement. The improvements were endorsed by the European Union on March 13, 2019. Only minor effects resulted from the improvements to IAS 19 for BASF in 2019. Improvements to IAS 19 – Plan Amendment, Curtailment or Settlement The IASB issued amendments to IFRS 9, IAS 39 and IFRS 7 on September 26, 2019. They are based on existing uncertainties with regard to the IBOR reform. According to current hedge accounting policies, pending adjustments to benchmark interest rates would, in many cases, result in an end to hedging relationships. It is now possible to continue accounting for existing hedge accounting relationships during the transition period. The amendments stipulate specific mandatory exceptions to the previous hedge accounting rules, for example, the assessment of highly probable criteria for expected cash flow hedging transactions. The amendments were endorsed by the E.U. on January 15, 2020 and are to be applied for the first time on or after January 1, 2020. IAS 12 Income Taxes was amended to the extent that all income tax effects of dividend payments must be considered in the same Iway as the income on which the dividends are based. Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture IASB has postponed the effective date of the changes indefinitely. 2 Management's Report 1 To Our Shareholders About This Report 203 BASF Report 2019 Transactions between consolidated companies as well as intercom- pany profits resulting from trade between consolidated companies are eliminated in full; for joint operations, they are proportionally eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. Consolidation methods: Assets and liabilities of consolidated companies are uniformly recognized and measured in accordance with the principles described herein. For companies accounted for using the equity method, material deviations in measurement resulting from the application of other accounting principles are adjusted for. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities that are not subsidiaries, joint ventures or joint operations, and over whose operating and financial policies significant influence can be exercised. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Equity-accounted income is reported as part of income from operations (EBIT). In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a proportionally consolidated basis. Companies whose business is dormant or of low volume, and are of minor importance for the presentation of a true and fair view of the net assets, financial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at Group level. In IFRS 11 Joint Arrangements, it was clarified that if an entity obtains joint control of a business that is a joint operation and had rights to the assets and obligations for the liabilities relating to that joint operation immediately before the acquisition date, the pre- viously held interest in that business is not remeasured. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations in accordance with IFRS 11. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. Based on corporate governance and any additional agreements, companies are analyzed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. · The parent company can use its decision-making power to affect the variable returns - The parent company has rights to variable returns from the investee - According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. "Control" of an investee assumes the simultaneous fulfillment of the following three criteria: · The parent company holds decision-making power over the relevant activities of the investee Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. 1.3 Group accounting principles The amendments issued on October 22, 2018, clarify that a business is a set of activities and assets with at least one input and one substantive process that together significantly contribute to the ability to create outputs. Outputs are defined as the provision of goods and services to customers. The existing reference to cost reduction was removed. In addition, the new provisions also contain an optional concentration test designed to simplify identification of a business. Subject to adoption by EU legislation, the modified definition is to be applied to business combinations with an acquisi- tion date on or after January 1, 2020. Amendments to IFRS 3 - Business Combinations According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. The IASB issued amendments to IFRS 10 and IAS 28 on Septem- ber 11, 2014. The amendments address a known inconsistency between the requirements of IFRS 10 and IAS 28 (2011) in the case of the sale of an asset to an associated company or a joint venture or the contribution of an asset to an associated company or a joint venture. Pursuant to IFRS 10, a parent company must recognize the total amount of any gains or losses in profit or loss from the sale of a subsidiary when control ceases to exist. By contrast, IAS 28.28 requires that profits from a disposal from a transaction between an investor and an associated company or joint venture must only be recognized in the amount of the others' share in this company. Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Finally, the cost is compared with the proportional share of the net assets acquired at fair value. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. 4.44 8 8 4 2 3 7 42 of which proportionally consolidated Deconsolidations 22 11 6 2 4 5 of which proportionally consolidated 1 1 As of December 31 152 50 46 74 30 302 331 36 of which proportionally consolidated 6 331 One acquired company with headquarters in Europe - One newly established company with headquarters in Asia Pacific · Five companies with headquarters in Europe (three, two of those are in Germany) and in Asia Pacific (two) that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements. Scope of consolidation First-time consolidations in 2018 comprised: - - - 22 acquired companies with headquarters in Europe (11; one of those is in Germany), North America (two), Asia Pacific (three) and South America, Africa, Middle East (six) Three newly established companies with headquarters in Europe (two; none of those is in Germany) and Asia Pacific (one) 17 companies that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements in Europe (five; two of those are in Germany), North America (eight), Asia Pacific (two), South America, Africa, Middle East (two). Of the 42 companies that were consolidated in the Consolidated Financial Statements for the first time in 2018, 35 companies were included for the first time due to the acquisition of significant parts of Bayer's seed and non-selective herbicide business (13) and its vegetable seeds business (22) as acquired, new or previously non- consolidated entities. As a result of the the integration of the seed and non-selective herbicide business in 2019, 11 new entities from 2018 were deconsolidated due to mergers with BASF companies or reduced materiality. As of January 1 of which proportionally consolidated 294 First-time consolidations Europe Of which Germany North America Asia Pacific Middle East 2019 2018 170 59 52 75 34 South America, 5 2 7 Million € % Million € % 11 0.0 2 0.0 44 0.1 2 0.0 2018 13 79 0.4 (1) 0.0 (8) 0.0 21 0.9 43 0.0 (6) 0.0 0.1 2019 Notes BASF Report 2019 8 BASF Report 2019 206 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Although BASF does not hold the majority of shares in ZAO Gazprom YRGM Trading, BASF was entitled to the earnings of the company due to profit distribution arrangements. As a result, the company was fully consolidated in the Consolidated Financial Statements until April 30, 2019. 18 companies including ZAO Gazprom YRGM Trading were deconsolidated due to the merger of Wintershall and DEA for the Wintershall Dea joint venture. A list of the companies included in the Consolidated Financial Statements and a list of all companies in which BASF SE has a shareholding as required by section 313(2) of the German Commer- cial Code (HGB) is provided in the list of shares held. For more information, see Note 3 on page 219 For more information, see basf.com/en/corporate governance Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures) Sales Noncurrent assets of which property, plant and equipment Current assets of which cash and cash equivalents Assets Equity Noncurrent liabilities of which financial indebtedness Current liabilities of which financial indebtedness Total equity and liabilities Other financial obligations First-time consolidations in 2019 comprised: 20 In 2019, a total of 302 companies were included, either proportion- ally or fully, in the scope of consolidation for the Consolidated Financial Statements (2018: 331). Of these, seven companies were first-time consolidations (2018: 42). Since the beginning of 2019, a total of 36 companies (2018: five) were deconsolidated due to divestiture, merger, liquidation or immateriality. 2 Scope of consolidation 2019 2018 2019 2018 4.52 4.41 4.31 China (CNY) 7.82 7.88 7.74 7.81 Dec. 31, United Kingdom (GBP) Japan (JPY) 0.89 0.88 0.88 121.94 125.85 122.01 130.40 Malaysia (MYR) Mexico (MXN) 4.60 4.73 4.64 4.76 0.85 21.22 Dec. 31, Closing rates The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. IFRS 16 - Leases Accounting policies applied for the first time in 2019 1.2 Changes in accounting principles On February 24, 2020, the Board of Executive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for review and approval, and released them for publication. The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. The accounting policies applied are largely the same as those used in 2018, with the exception of any changes arising from the application of new or revised accounting standards. The Consolidated Financial Statements are presented in euros. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. The Consolidated Financial Statements of BASF SE as of Decem- ber 31, 2019, have been prepared in accordance with the Inter- national Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), and section 315a (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2019 fiscal year, all of the binding IFRSS and pronouncements of the International Financial Reporting Interpretations Committee (IFRIC) were applied. BASF SE (registered at the district trade register, or Amtsgericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. 1.1 General information 1 Summary of accounting policies Policies and Scope of Consolidation Average rates Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report Foreign currency translation: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date the transaction is recognized. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement, and reported under other operating expenses or income, other financial result, and in the case of finan- cial assets measured at fair value through other comprehensive income, in other comprehensive income. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported separately in equity under other comprehensive income (translation adjustments) and is recognized in profit or loss only upon the company's disposal. For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, financial statements prepared in the local currency are translated into the functional currency using the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. Selected exchange rates EUR 1 equals Brazil (BRL) Notes 22.49 21.56 22.71 4 Consolidated Financial Statements 5 Overviews Notes assets and the use of the equity method are suspended as of the date when the disposal group is initially presented. The statement of cash flows is not restated. The activities of discontinued operations are not allocated to any reportable segment in financial reporting. For more information, see Note 2.5 from page 215 onward and Note 4 from page 219 onward Exploration and development expenditures in the oil and gas business, now accounted for using the equity method, are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. Use of estimates and assumptions in preparing the Consolidated Financial Statements The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations reported in the Consolidated Financial Statements depends on the use of estimates, assumptions and discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections of the Notes to the Consolidated Financial Statements. They are based on the circumstances and estimates on the balance sheet date and thus affect the amounts of income and expenses shown for the reporting periods presented. These assumptions primarily relate to the determination of discounted cash flows in the context of impairment tests and purchase price allocations; the useful lives of property, plant and equipment and intangible assets; the carrying amount of shareholdings; and the measurement of provisions for items such as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. Impairment tests on assets are carried out whenever certain triggering events indicate potential impairment. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. Impairment tests are based on a comparison of the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on macroeconomic trends. The weighted average cost of capital (WACC) based on the capital asset pricing model plays an important role in impairment testing. It comprises a risk-free interest rate, the market risk premium and the industry-specific spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Fair value less costs to sell must be determined for the impairment test of the disposal groups; specific assumptions relating to the respective transaction must be made for this determination. For more information, see Note 2.5 from page 215 onward and Note 14 from page 239 onward An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impaired asset (excluding goodwill) is written down by the amount of the difference between these amounts. The goodwill impairment test is based on cash-generating units. At BASF, these largely correspond to the business units, or in individual cases the divisions. If there is a need for impairment, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for impairment, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. 3 Corporate Governance The assumptions regarding the long-term development of oil and gas prices were significant for impairment tests in the discontinued oil and gas business in 2018. Internal company projections were based on an empirical analysis of global oil and gas supply and demand. Short-term estimates up to three years also considered the current prices on active markets or forward transactions. In long-term estimates, assumptions were made regarding factors such as inflation, production quantities and costs as well as energy efficiency and the substitution of energy sources. Using external sources and reports, the oil and gas price estimates were regularly checked for plausibility. 205 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes A valuation model based on a field-related valuation approach was used for the impairment test for the Exploration & Production unit in the discontinued oil and gas business when the disposal group was set up in 2018. It took into account the expected cash flows as well as the tax payments in the individual countries. The period under consideration included the planned license terms and the produc- tion profiles of the included oil and gas fields. Furthermore, instead of using a single weighted average cost of capital rate, the country risk and the specific tax rate were considered in each case; this led to a more precise calculation of the recoverable amount. Allowing for these parameters, the cost of capital rate after taxes in 2018 varied from 6.56% to 10.63% and before taxes from 9.62% to 30.37%. The determination of fair value for the initial recognition of Wintershall Dea GmbH, which is accounted for using the equity method, was based on assumptions, particularly for production profiles of oil and gas fields, oil and/or gas prices, and discount factors. For planning purposes, BASF assumes an oil price of $60/bbl (Brent) and for gas of approximately €18/MWh (roughly $6/mmBtu) in 2020. Further accounting policies are included in the respective notes to the balance sheet and to the statement of income. BASF Report 2019 2 Management's Report 1 To Our Shareholders About This Report Norway (NOK) Russia (RUB) Switzerland (CHF) South Korea (KRW) United States (USD) 9.86 9.95 9.85 9.60 69.96 79.72 72.46 74.04 1.09 1.13 1.11 1,296.28 1,277.93 1,305.32 1,299.07 1.12 1.15 1.12 1.15 1.18 1.4 Accounting policies Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of acquisition, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. Measurement is largely based on projected cash flows. Actual cash flows can deviate significantly from those. Independent external appraisals are typically used for the purchase price allocation of material business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Groups of assets and liabilities held for sale (disposal groups): These comprise those assets and directly associated liabilities shown separately on the balance sheet whose sale in the context of a single transaction is highly probable. A transaction is assumed to be highly probable if there are no significant risks of completion of the transaction, which usually requires the conclusion of binding contracts. The assets and liabilities of disposal groups are recog- nized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets that do not fall under the valuation principles of IFRS 5. Depreciation of noncurrent assets and the use of the equity method are suspended. Discontinued operations: These are classified as held for sale and are presented as discontinued operations in BASF's Consolidated Financial Statements in accordance with IFRS 5. Until closing, the income after taxes of discontinued operations is shown in income after taxes of the BASF Group as a separate item (income after taxes from discontinued operations). The BASF Group's sales and earnings are retroactively adjusted for the consolidated figures for discontinued operations as of the beginning of the fiscal year. The prior-year figures are restated. In addition, the assets and liabilities of the discontinued operations are reclassified to a disposal group (assets or liabilities of disposal groups). Depreciation of noncurrent BASF Report 2019 204 2.1 Changes in scope of consolidation 0.0 Africa, 0.0 - - Non-material associated companies accounted for using the equity method include, in particular: b In 2018, the amount of €939 million was transferred to the assets of the oil and gas disposal group. 537 553 (24) (21) (1,054) (94) 16 1 803 56 method as of the end of the year Carrying amount according to the equity Other adjustments to income and expensesa consolidation/other adjustmentsb Capital measures/dividends/changes in the scope of 122 99 Total comprehensive income Proportional change of other comprehensive income Equity 1,298 Carrying amount according to the equity method as of the beginning of the year 106 a This item includes accumulated effects from the discontinued oil and gas business in the amount of €12 million in 2018. a This item includes effects from the discontinued oil and gas business in the amount of €87 million in 2018. b In 2019, the shareholding in Solenis UK International Ltd. was recognized for the first time, in the amount of €590 million. The amount of €65 million was transferred to the assets of the disposal group for the pigments business. In 2018, the amount of €1,613 million was transferred to the assets of the disposal group for the oil and gas business. As of August 31, 2019, 70% of the carrying amount of CIMO Compagnie industrielle de Monthey S.A., Monthey, Switzerland (BASF interest: 50%), was reclassified to assets of the disposal group for the pigments business. This represents the 35% interest of BASF Colors & Effects Switzerland AG in the company. 2.4 Acquisitions and divestitures 255 322 28 92 1,800 2,042 2,536 2,764 209 206 5 4 6 71 112 212 343 Carrying amount according to the equity method as of the beginning of the year Proportional income after taxes 210 BASF Report 2019 - On August 1, 2018, BASF closed the acquisition of a range of businesses and assets from Bayer to complement its own activities in crop protection, biotechnology and digital farming. At the same time, the transaction marked BASF's entry into the seeds, non-selective herbicides and nematicide seed treatments businesses. The assets acquired included Bayer's global glufos- inate-ammonium business, commercialized under the LibertyⓇ, BastaⓇ and Finale® trademarks, as well as its seed businesses for key field crops in selected markets. The transaction also covered Bayer's trait research and breeding capabilities for these crops. BASF acquired the sites for glufosinate-ammonium production and formulation in Germany, the United States and Canada, seed breeding facilities in the Americas and Europe as well as trait research facilities in the United States and Europe. BASF also closed the acquisition of Bayer's global vegetable seeds business, which mainly operates under the trademark NunhemsⓇ, on August 16, 2018. The acquired vegetable seeds business com- prised 24 crops and about 2,600 varieties. It also included R&D breeding systems with more than 100 breeding programs in over 15 crops. This strengthened BASF's Agricultural Solutions divi- sion. The purchase price totaled €7.5 billion. The preliminary pur- chase price allocation for the acquisition of these Bayer busi- nesses was reviewed at the conclusion of the 12-month valuation period in accordance with IFRS 3 and restated due to more detailed information and purchase price adjustments. This adjust- ment of the purchase price allocation gave rise to the effects presented in the following table. In 2018, BASF acquired the following activities: On March 7, 2018, BASF closed the agreement to form BASF TODA America LLC (BTA), Iselin, New Jersey, for battery materials. BTA is a cooperative venture between BASF and TODA. BASF holds the majority share in and control over BTA. With the Battle Creek site in Michigan and the site contributed by BASF in Elyria, Ohio, the new company took over production of high energy cathode active materials for e-mobility applications. The transaction strengthened the Catalysts division's battery ma- terials business. - BASF acquired 100% of shares in Isobionics B.V., Geleen, Netherlands, on September 26, 2019. The company develops and produces a wide range of natural flavors and fragrances with a focus on citrus oil components. The acquisition affects the Nutrition & Health division. Yara Freeport LLC, Wilmington, Delaware (BASF interest: 32%) BASF Huntsman Shanghai Isocyanate Investment B.V., Arnhem, Netherlands (BASF interest: 50%) Stahl Lux 2 S.A., Luxembourg (BASF interest: 16.32%) is classi- fied as an associated company as BASF can exercise significant influence over the company due to the fact that its approval is required for certain relevant board resolutions Solenis UK International Ltd., London, United Kingdom (BASF In 2019, BASF acquired the following activity: interest: 49%) Acquisitions 98 28 Proportional income after taxesa 553 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 209 (1) 847 772 Carrying amount according to the equity method as of the end of the year Other adjustments to income and expenses 5 Overviews (197) (197) (181) Capital measures / dividends / changes in the scope of consolidation / other adjustments of which dividends Total comprehensive income 165 106 (6) Proportional change of other comprehensive income 171 106 879 847 (200) Notes Non-material joint ventures accounted for using the equity method include, in particular: - (3) Other adjustments to income and expenses Carrying amount according to the equity method as of the beginning of the year (1,650) 492 Capital measures/dividends/changes in the scope of consolidation/other adjustmentsb 2018 2019 126 6 Total comprehensive income Proportional change of other comprehensive income Equity Proportional income after taxesa 2,327 803 Carrying amount according to the equity method as of the beginning of the year 2018 2019 11 (16) 115 22 Million € Non-material associated companies accounted for using the equity method (BASF interest) Million € Non-material joint ventures accounted for using the equity method (BASF interest) - Heesung Catalysts Corporation, Seoul, South Korea, which is jointly operated with the partner, Heesung (BASF interest: 50%) N.E. Chemcat Corporation, Tokyo, Japan, which is jointly operated with the partner, Sumitomo Metal Mining Co. Ltd. (BASF interest: 50%) 1,509 0 BASF Report 2019 3 Noncurrent assets of which goodwill from fair value adjustments Current assets of which marketable securities, cash and cash equivalents Assets Equity Noncurrent liabilities of which financial indebtedness Current liabilities of which financial indebtedness Total equity and liabilities Statement of income from May 1, 2019 to December 31, 2019 Sales revenue Balance sheet Depreciation and amortization Interest expenses Income taxes Total comprehensive income 2019 31,920 2,688 2,589 814 34,509 17,058 15,273 6,028 Interest income Financial information on the Wintershall Dea group, Kassel/Hamburg, Germany (100%) Million € The following table shows values for the Wintershall Dea group, Kassel/Hamburg, Germany, including adjustments for fair value made at initial recognition and the resulting effects on earnings. Wintershall Dea GmbH, Kassel/Hamburg, Germany, is jointly oper- ated by BASF and LetterOne. BASF holds a 72.7% share in the company's equity. The joint venture became effective on May 1, 2019 and is accounted for using the equity method. The company is considered a joint venture because BASF and LetterOne defined the decision-making processes in the governing bodies as such that neither party alone can control the relevant activities of Winters- hall Dea. 29 (1) 0.0 0.0 24 0.1 (6) 0.0 43 0.0 0.0 207 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 2.2 Joint operations Proportionally consolidated joint operations include, in particular: Ellba C.V., Rotterdam, Netherlands, which is jointly operated with Shell for the production of propylene oxide and styrene monomer BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is jointly operated with Dow for the production of propylene oxide - BASF holds a 50% share in each of these companies and controls them jointly with the respective partner. The companies sell their products directly to the partners. The partners ensure ongoing financing of the companies by purchasing the production. The companies were therefore classified as joint operations in accor- dance with IFRS 11. AO Achimgaz, Novy Urengoy, Russia, which was jointly operated with Gazprom for the production of natural gas and condensate, was derecognized in connection with the deconsolidation of the oil and gas business. 2.3 Joint ventures and associated companies BASF has shareholdings in two material joint ventures. 2,178 576 (6) 3,272 Assets Equity Noncurrent liabilities of which financial indebtedness Current liabilities of which financial indebtedness Total equity and liabilities Statement of income Sales revenue Depreciation and amortization Interest income Interest expenses of which marketable securities, cash and cash equivalents Income taxes 2019 2018 1,032 1,110 768 148 201 1,800 2,042 1,542 34,509 1,691 Income after taxes Current assets 932 Balance sheet Noncurrent assets (1,544) (68) (286) (187) 75 14,078 (136) of which proportional net income (86) (1,541) Capital measures/dividends/changes in the scope of consolidation/other adjustments of which dividends Carrying amount according to the equity method as of December 31, 2019 Carrying amount according to the equity method as of May 1, 2019 (initial recognition at fair value) Proportional comprehensive income BASF Report 2019 12,401 BASF-YPC Company Ltd., Nanjing, China, in which BASF and Sinopec each has a 50% share, operates the Verbund site in Nanjing. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Financial information on BASF-YPC Company Ltd., Nanjing, China (100%) Million € 2 Management's Report 1 To Our Shareholders About This Report 208 1,733 - (144) Income from companies accounted for using the equity method. EBIT 99 5,828 5,684 6,339 The oil and gas business has been presented as a discontinued operation since the signing of the binding agreement between BASF and LetterOne to merge their respective activities on September 27, 2018. The disposal group was derecognized on closing of the transaction on April 30, 2019. Income taxes 6,302 (37) (19) Income before income taxes 1,714 The discontinued oil and gas business accounted for the following amounts in BASF's statement of cash flows: Income taxes 5,921 (381) (885) Income after income taxes Financial result 160 Research and development expenses Gain on the disposal before income taxes 6,447 Cash flows from investing activities (107) 829 (74) General administrative expenses (33) (68) Reinstated liabilities (636) Cash flows from financing activities (18) 1 (8) (26) Total 94 55 Other operating income and expenses (273) (248) Recycling of income and expenses previously recognized directly in equity (recognized in income on disposal) (870) Noncontrolling interests Cash flows from the discontinued oil and gas business (excluding effects from the divestiture) 216 18 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes The shares held in Wintershall Dea GmbH were initially measured at fair value as of the date of deconsolidation on April 30, 2019, using the discounted cash flow method on the basis of the income approach according to IFRS 13.62. Fair value is calculated as the present value of future cash inflows and outflows on the basis of unobservable inputs (Level 3). Significant inputs are assumptions on the long-term development of oil and gas prices, which were based, among other things, on market values and expert assessments. The valuation of Wintershall Dea GmbH as of April 30, 2019, assumes an oil price of $66 per bbl (Brent) and a gas price of approximately €16 per MWh (roughly $6 per mmBtu) for 2020 that increases moderately in the medium to long term. The estimation of cash flows and the assumptions are based on relevant information on the future development of the operating business on the measurement date. A model based on a field-related valuation approach was used for the exploration and production business. This took into account the expected cash flows as well as the tax payments in the individual countries. The period under consideration includes the planned license terms and the production profiles of the included oil and gas fields. A significant factor here is the cost of capital rate, which takes into consideration the country risk for the country concerned and the applicable tax rate. Other components are a risk-free interest rate, a market risk premium and a spread for credit risk based on the respective industry-specific peer group. Taking into account these parameters, a cost of capital rate after tax of between 6.17% and 11.49% was used. The valuation also took into account expected synergy effects from the merger due to lower ongoing operating costs or from the optimization of investment measures. About This Report Initial recognition at fair value (€14.1 billion) uncovered hidden reserves and liabilities. In line with the purchase price allocation, the hidden reserves and liabilities were mainly attributable to exploration and production assets. Groups of assets and liabilities held for sale (disposal groups) - - On January 31, 2019, following the approval of all relevant authorities, BASF and Solenis concluded the transfer of BASF's paper and water chemicals business to Solenis. The disposal group was derecognized on divestiture of the paper and water chemicals business, and a shareholding accounted for using the equity method in the amount of €590 million was added and accounted for in the sales price. The calculation of the disposal gain is presented in the following table: Calculation of disposal gain on the paper and water chemicals business Million € Sales price Liabilities of the disposal group Assets of the disposal group Disposed net assets Of other comprehensive income after taxes attributable to BASF SE shareholders totaling €949 million (2018: minus €608 million), minus €8 million (2018: €10 million) related to the discontinued construc- tion chemicals business, €1,034 million (2018: minus €102 million) to the discontinued oil and gas business, and minus €77 million (2018: minus €516 million) to continuing operations. of which attributable to noncontrolling interests BASF Report 2019 143 61 Million € January 1- Income after noncontrolling interests April 30, 2019 2018 5,903 768 Earnings per share from 6.43 197 0.83 456 1,554 (263) (1,011) discontinued operations € Cash flows from financing activities (50) (346) Total Cash flows from operating activities Cash flows from investing activities (94) 11 Selling expenses 52 59 Financial result (4) (4) Income before income taxes 48 55 Income taxes (24) EBIT (21) 24 34 of which attributable to noncontrolling interests 135 34 5 19 23 Income after noncontrolling interests Earnings per share from Income after income taxes 0.02 0 Income from companies accounted for using the equity method Reinstated assets Liabilities of the disposal group Reinstated liabilities Disposal gain before taxes Cost of sales Gross profit on sales Selling expenses 2019 2018 2,553 2,455 (1,412) (1,405) 0 1,141 (866) (873) General administrative expenses (66) (70) (36) (34) Other operating income and expenses (121) (14) 1,050 (60) 0.03 € 14,078 Cash flows from the discontinued construction chemicals business Million € Sales revenue 1,318 4,094 Disposed net assets (7,540) Cost of sales (433) (2,024) Fair value 72.7% Wintershall Dea GmbH Assets of the disposal group 2019 2018 Gross profit on sales 885 2,070 Reinstated receivables 2,246 Cash flows from operating activities 219 128 (15,597) discontinued operations 2018 January 1- April 30, 2019 Depreciation and amortization of property, plant and equipment and intangible assets (162) (137) BASF Report 2019 of which impairments and reversals of impairments (1) (1) 215 About This Report 1 April 30, 2019 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Statement of income from the discontinued oil and gas business Million € The carrying amounts of the balance sheet items of the discontinued operations are presented in the following table "Disposal groups as of December 31, 2019" on page 218. The discontinued construction chemicals business accounted for the following amounts in BASF's statement of cash flows: Earnings from the discontinued oil and gas business until April 2019 were as follows: The effects of the disposal of the discontinued oil and gas business are presented in the following table: Calculation of disposal gain on the discontinued oil and gas business Million € 2 Management's Report Tax expense Disposal gain after taxes - (448) 358 676 1,034 920 2,059 2,979 BASF Report 2019 218 About This Report (344) 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 3 BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB) The list of consolidated companies and the complete list of all companies in which BASF SE holds shares as required by section 313(2) HGB and information on the exemption of subsidiaries from accounting and disclosure obligations are an integral component of the audited Consolidated Financial Statements submitted to the electronic Federal Gazette (Bundesanzeiger). The list of shares held is also published online. For more information, see basf.com/en/corporate governance 4 Reporting by segment and region As of January 1, 2019, we have 11 divisions grouped into six segments as follows: 2 Management's Report Chemicals: Petrochemicals, Intermediates (104) (48) Provisions Tax liabilities Financial indebtedness Other liabilities Current liabilities Liabilities of the disposal group Net assets (254) (332) (586) (75) (51) (242) (20) (82) (102) (6) (13) (19) (10) (10) (27) (191) Accounts payable, trade Materials: Performance Materials, Monomers - Surface Technologies: Catalysts, Coatings Nutrition & Care: Care Chemicals, Nutrition & Health Costs for cross-divisional corporate research Costs of corporate headquarters 2019 2018 (397) (414) (231) (249) 15 17 Other businesses Income from operations (EBIT) of Other Million € Foreign currency results, hedging and other measurement effects 324 35 (184) (667) (506) Miscellaneous income and expenses Income from operations of Other Income from operations of Other declined by €161 million year on year, from minus €506 million to minus €667 million. The costs for cross-divisional corporate research decreased by €17 million to minus €397 million, and the costs of corporate headquarters were €18 million lower at minus €231 million. Income from other businesses declined by €2 million to €15 million. The line item foreign currency results, hedging and other measurement effects decreased by €413 million to minus €89 million. This was due to expenses resulting from the addition to provisions for the LTI program in 2019, compared with income from the release of provisions in the previous year, as well as negative currency effects. The line item miscellaneous income and expenses rose by €219 million to €35 million and includes the gain on the sale of our share of the Klybeck site in Basel, Switzerland. BASF Report 2019 220 Sales revenue (89) - Industrial Solutions: Dispersions & Pigments, Performance Chemicals Miscellaneous income and expenses include expenses and income in connection with contaminated sites, project costs that are not allocated to the segments and, since the beginning of 2019, remanent fixed costs resulting from organizational changes or restructuring, function and region-related restructuring costs not allocated to a division, and idle capacity costs from internal human resource platforms. The following activities are also presented under Other: • The steering of the BASF Group by corporate headquarters. Cross-divisional corporate research, which includes plant bio- technology research, works on long-term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies, which are of central importance for the divisions. - Agricultural Solutions: Agricultural Solutions The Construction Chemicals division was part of the Surface Technologies segment until December 21, 2019. The division was reclassified to Other as a discontinued operation with the agreement on the sale of BASF's construction chemicals business to an affiliate of Lone Star. The prior-year figures have been restated accordingly. The composition of a number of divisions also changed at the beginning of 2019. The propylene oxide and propylene glycol business was transferred from the Petrochemicals division to the Monomers division. The superabsorbents business was reallocated from the Care Chemicals division to the Petrochemicals division. The styrene, polystyrene and styrene-based foams business, which previously mainly fell under the Performance Materials division and a small part under Other, is bundled in the Petrochemicals division. The divisions are allocated to the segments based on their business models and according to their focal points, customer groups, the focus of their innovations, their investment relevance and sustain- ability aspects. The Chemicals segment comprises the Petrochemicals and Intermediates divisions and is the cornerstone of BASF's Verbund structure. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal transfers, customers include the chemical and plastics industries. The segment's competitiveness is strength- ened by technological leadership and operational excellence. The Materials segment is composed of the Performance Materials division and the Monomers division. The segment offers advanced materials and their precursors for new applications and systems. Its product portfolio includes isocyanates and polyamides as well as inorganic basic products and specialties for plastics and plastics processing. The Industrial Solutions segment consists of the Dispersions & Pigments and the Performance Chemicals divisions. The segment develops and markets ingredients and additives for industrial applications, such as polymer dispersions, pigments, resins, electronic materials, antioxidants and additives. Its customers come from key industries such as automotive, plastics and electronics. The Surface Technologies segment bundles chemical solutions for surfaces with the Catalysts and Coatings divisions. Its product spectrum includes catalysts and battery materials for the automotive and chemical industries, surface treatments, colors and coatings. The Nutrition & Care segment comprises the Care Chemicals division and the Nutrition & Health division. The segment produces ingredients and solutions for consumer applications in the areas of nutrition, home and personal care. Its customers include food and feed producers as well as the pharmaceutical, cosmetics, detergent and cleaner industries. BASF Report 2019 · Results from currency translation that are not allocated to the segments; earnings from the hedging of raw materials prices and foreign currency exchange risks; and gains and losses from the long-term incentive (LTI) program. 219 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes The Agricultural Solutions segment consists of the division of the same name. As an integrated provider, its portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. Further- more, Agricultural Solutions offers farmers innovative solutions, including those based on digital technologies, combined with practical advice. Activities that are not allocated to any of the segments are recorded under Other. These include other businesses, which comprise commodity trading, engineering and other services, as well as rental income and leases. Discontinued operations and all remaining activities after divestitures not previously reported under Other have also been reported here since January 1, 2019. These remaining activities include, for example, equity-accounted participating interests assumed in the context of divestitures or supply obliga- tions. The remaining activities for the leather and textile chemicals business, previously recorded in the Performance Products seg- ment, and the remaining activities for the industrial coatings busi- ness, previously recorded in the Functional Materials & Solutions segment, were reclassified to Other. Discontinued operations include the business of the former Construction Chemicals division and the oil and gas business. Following the merger of the oil and gas businesses of Wintershall and DEA, the equity-accounted interest in Wintershall Dea GmbH, Kassel/Hamburg, Germany, and the resulting contribution to earnings have also been reported under other businesses since May 1, 2019. The assets and liabilities of the oil and gas business were already presented under Other following the signing of the binding agreement between BASF and LetterOne to merge their oil and gas activities in the third quarter of 2018 until closing of the transaction. - About This Report Disposal gain after taxes Noncurrent liabilities (32) Property, plant and equipment Investments accounted for using the equity method Other financial assets Deferred tax assets Pigments business Construction chemicals business Total (336) (772) (1,108) Other intangible assets (22) (559) (266) (503) (769) (65) (65) (8) (28) (36) (58) (537) (22) Goodwill Disposal groups as of December 31, 2019 Million € January 31, 2019 768 (611) (504) 43 (150) 157 (44) 113 With the agreement on the acquisition of the global pigments business by the fine chemical company DIC, the affected assets and liabilities were reclassified to a disposal group. The business is allocated to the Dispersions & Pigments division. An impairment test was conducted for the disposal group for the pigments business on December 31, 2019. In accordance with IFRS 5, the fair value less costs to sell must be used as the recoverable amount and compared with the carrying amount. The recoverable amount was determined as of December 31, 2019 by discounting expected cash flows until closing, including income from the sale, at a WACC of 7.98%. This resulted in an impairment in the amount of €73 million, which reduced the goodwill of the disposal group for the pigments business accordingly. Balance sheet The values for the disposal groups are presented in the following table. BASF Report 2019 217 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Other comprehensive income included minus €61 million for the construction chemicals business disposal group and minus €79 million for the pigments business as of December 31, 2019. For the transportation business, regulated gas transportation rates and specific average cost of capital rates were used where relevant. The cost of capital rate after tax was between 5.52% and 5.91%. (47) (80) (2) (1,393) Assets of the disposal group 1,278 2,735 4,013 Provisions for pensions and similar obligations (213) (154) (367) Other provisions (872) (9) (32) Deferred tax liabilities (17) (118) (135) Financial indebtedness (5) (5) Other liabilities (15) (23) Other receivables and miscellaneous assets (521) (28) (1) (3) Noncurrent assets Inventories (757) (1,863) (2,620) (383) (299) (682) Current assets Accounts receivable, trade (522) (631) Other receivables and miscellaneous assets (22) (30) (52) Marketable securities Cash and cash equivalents (7) (21) (109) Million € Research and development expenses Earnings from the discontinued construction chemicals business are as follows: 5 57 (21) 36 138 (21) 117 774 (53) 721 7,421 54 7,475 211 About This Report 5 1 58 18 Accounts payable, trade Provisions Tax liabilities Financial indebtedness Other liabilities Current liabilities Total liabilities Total purchase price BASF Report 2019 9 9 636 (32) 604 18 58 Noncurrent liabilities To Our Shareholders 3 Corporate Governance 6.9 The purchase prices for businesses acquired in 2019 and the purchase price adjustments for acquisitions from 2018 totaled €104 million. Related payments amounted to €239 million in 2019. Purchase price allocations were carried out in accordance with IFRS 3. This resulted in a total decrease in goodwill of €47 million. The following overview shows the effects of acquisitions in 2019 and 2018 on the Consolidated Financial Statements. When acquisitions resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. Effects of acquisitions and changes in the preliminary purchase price allocations Goodwill Other intangible assets Property, plant and equipment Financial assets Other noncurrent assets - 2 0.1 67 2.1 Noncurrent assets (32) (0.1) 1,425 2 Management's Report 0.0 58.3 4 Consolidated Financial Statements 5 Overviews Notes 2019 2018 Million € Million € %a (47) (0.6) 1,261 13.7 10 0.2 4,279 3 Other liabilities Financial indebtedness Deferred taxes 1,404 Adjustments As of August 16, 2019 (65) 1,188 (24) 4,261 2 1,406 Deferred taxes Other receivables and miscellaneous assets 65 65 2 2 4,285 Noncurrent assets 1,253 Other financial assets Statement of income from the discontinued construction chemicals business About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes - Wintershall Middle East GmbH acquired a 10% share in Abu Dhabi National Oil Company's (ADNOC) Ghasha concession in the United Arab Emirates (UAE) on November 25, 2018. The Hail, Ghasha, Dalma and other ultra-sour gas and condensate fields are located in the Al Dhafra region off the coast of the Gulf Emirate. The acquisition in the discontinued oil and gas business marked Wintershall's entry into natural gas and condensate production in Abu Dhabi. Adjustment of the preliminary purchase price allocation for the acquisition of assets and liabilities from Bayer Million € Goodwill Other intangible assets Property, plant and equipment Investments accounted for using the equity method Fair values as of date of acquisition Inventories 7,009 (87) 88 1,274 8,195 1 8,196 34 34 Provisions for pensions and similar obligations 240 13 253 Other provisions 353 (45) 308 1,186 70 1 69 6,922 887 61 948 Accounts receivable, trade 61 61 7,032 Other receivables and miscellaneous assets 26 195 - Marketable securities Cash and cash equivalents Current assets Total assets 169 16.2 %a 0.3 of which cash and cash equivalentsb (802) (33.0) Assets 809 0.9 (60) (0.1) Equity Noncurrent liabilities of which financial indebtedness Current liabilities of which financial indebtedness Total equity and liabilities Further effects in connection with divestitures© (0.1) Payments received from divestitures (39) (13,877) %a Million € 94 (0.7) (157) %a (0.3) 14,686 26.2 (21) of which property, plant and equipment (19) (0.1) (15) (0.1) Current assets (44.8) a Proportional share in relation to the BASF Group 6,562 15.5 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Agreed transactions - - On September 18, 2017, BASF had signed an agreement with the Solvay group on the acquisition of Solvay's global polyamide business, subject to the approval of the relevant antitrust authorities. The E.U. Commission granted conditional clearance for BASF to acquire the polyamide business on January 18, 2019. They required divesting parts of the original transaction scope to a third-party buyer. These include manufacturing assets of Solvay for engineering plastics in Europe. Domo Chemicals was approved by the E.U. Commission as the buyer of the European polyamide business. The transaction closed on January 31, 2020. For more information, see Note 35 on page 289 On August 29, 2019, BASF and the fine chemicals company DIC, Tokyo, Japan, reached an agreement to transfer the global pigments business. The purchase price on a cash and debt-free basis is €1.15 billion. The transaction is expected to close in the fourth quarter of 2020. The sale is subject to approval by the relevant antitrust authorities. The transaction affects the Disper- sions & Pigments division and approximately 2,600 employees. On December 21, 2019, BASF and a subsidiary of Lone Star, Dallas, Texas, a global private equity firm, signed an agreement for the sale of BASF's construction chemicals business. The purchase price on a cash and debt-free basis is €3.17 billion. The transaction is expected to close in the third quarter of 2020, subject to the approval of the relevant antitrust authorities. The planned sale affects more than 7,000 employees as well as production sites and sales offices in more than 60 countries in the former Construction Chemicals division. 2.5 Discontinued operations / disposal groups Discontinued operations With the binding agreement on the sale of BASF's construction chemicals business to a subsidiary of Lone Star, this business is presented as a discontinued operation. Through the agreed sale of the business, BASF experts, recognized across the industry for their know-how and competence in construction chemicals, will be prepared for further growth with the industry-specific approach of Lone Star. Impairments were not recorded for the discontinued construction chemicals business on the date of reclassification to discontinued operations or at the end of the reporting period. The amounts in the following tables illustrate the consolidated contribution of discontinued operations. 1 To Our Shareholders About This Report 214 BASF Report 2019 48 0.1 235 0.8 (1) (5,779) (34.8) Million € 1,018 47 0.1 2,391 107 2,600 b Includes €800 million from the discontinued oil and gas business c Payments received from capital repayments, settlement of receivables and derecognition of cash and cash equivalents 1.2 2018 (414) Noncurrent assets 1.2 of which financial indebtedness Total equity and liabilities Payments made for acquisitions 2019 BASF Report 2019 (177) (0.2) 925 1.1 239 7,431 212 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 281 Divestitures (0.9) Current liabilities 1,324 3.1 Current assets of which cash and cash equivalents 1 0.0 69 3.0 62 0.1 8,356 9.7 Assets Equity Noncurrent liabilities 10 2.3 634 (0.1) (23) of which financial indebtedness (154) In 2019, BASF sold the following activities: a Proportional share in relation to the BASF Group On January 31, 2019, following the approval of all relevant authorities, BASF and Solenis concluded the transfer of BASF's paper and water chemicals business to Solenis. Since Febru- Iary 1, 2019, the combined company has operated under the name Solenis UK International Ltd., London, United Kingdom, and offers bundled sales, service and production capabilities across the globe. BASF holds a 49% share in the combined entity; 51% of the shares are held by funds managed by Clayton, Dubilier & Rice, and by Solenis management. The transaction included production sites and plants of BASF's paper and water chemicals business in Bradford and Grimsby, England; Suffolk, Virginia; Altamira, Mexico; Ankleshwar, India; and Kwinana, Australia. BASF reports its share of Solenis' income after taxes using the equity method in income from operations of the BASF Group. The divestiture affected the Performance Chemicals division and the equity-accounted interest assumed in the trans- action is reported under Other. - Sales Effects of divestitures The following overview shows the effects of the divestitures con- ducted in 2019 and 2018 on the Consolidated Financial Statements. The sales line item shows the year-on-year decline resulting from divestitures. Noncurrent assets primarily include the addition of investments accounted for using the equity method, while current assets and current liabilities have until now shown the assets and liabilities of the disposal groups. The impact on equity related mainly to gains and losses from divestitures. Notes 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 5 Overviews BASF Report 2019 the sites in Ludwigshafen and Hamina, Finland, to strengthen the Dispersions & Pigments division. - On January 31, 2018, BASF's production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria was sold to Synthomer Austria GmbH, a subsidiary of the British specialty chemicals manufacturer Synthomer plc. The styrene acrylic dispersions that were produced in Pischelsdorf were not included in the sale. They were bundled with the businesses in Ludwigshafen, Germany. The sale was made in connection with the concentration of paper dispersions production in Europe at Shares in the Aguada Pichana Este concession in Argentina were sold on January 23, 2018. The sale pertained to the discontinued oil and gas business. In 2018, BASF sold the following activities: On December 6, 2019, BASF India Limited sold its stilbene-based optical brightening agents (OBA) business for paper and powder detergent applications to Archroma India Private Limited, Mumbai, India. The transaction includes the stilbene-based OBA product portfolio and the production plant in Ankleshwar, India. The production plant was part of the Performance Chemicals division and the stilbene-based OBA product portfolio was allocated to the Performance Chemicals and Care Chemicals divisions. · BASF sold its ultrafiltration membrane business to DuPont Safety & Construction (DuPont) on December 31, 2019. The divestiture includes the shares of inge GmbH, the business' headquarters and production site in Greifenberg, Germany, including all employees, its international sales force, and certain intellectual property rights which were previously owned by BASF SE. The ultrafiltration membrane business had been part of the Performance Chemicals division. The effects of the disposal are disclosed in the Notes under "Discontinued operations" Dea GmbH has been accounted for using the equity method. The gain from the transition from full consolidation to the equity method is reported in income after taxes from discontinued operations. Since May 1, 2019, BASF has reported its share of Wintershall Dea GmbH's net income in income from operations of Other. BASF and LetterOne completed the merger of Wintershall and DEA on April 30, 2019. On September 27, 2018, BASF and LetterOne had signed a transaction agreement to merge their respective oil and gas businesses in a joint venture, creating a leading independent European exploration and production company with international operations in core regions. LetterOne contributed all shares in DEA Deutsche Erdöl AG to Wintershall Holding GmbH and received new shares in the latter. The company was renamed Wintershall Dea GmbH. Including prefer- ence shares, BASF has a shareholding of 72.7% in Wintershall Dea GmbH. No later than 36 months after closing but in all cases before an IPO, these preference shares will be converted into ordinary shares in Wintershall Dea GmbH. From the signing of the agreement in September 2018 until the closing of the merger, BASF's oil and gas business was reported as a discontinued operation. Since the merger, BASF's interest in Wintershall 213 The effects of the disposal are disclosed in the Notes under "Groups of assets and liabilities held for sale" 8,491 4,979 million € 6 Sales revenue 70 1,000 million € 8,421 4,707 918,479 million € 272 791 million € million € 72 24 million € 863 5,945 million € 3,916 2,500 918,479 200 46 million € 4,116 5,921 4.26 1 To Our Shareholders ww 2,546 € € 6.45 0.86 € 6.45 0.86 € € In accordance with IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares that will be granted in the future as part of BASF's "plus" share program. This applies regardless of the fact that the neces- sary shares are acquired on the market by third parties on behalf of BASF and that there are no plans to issue new shares. The dilutive effect of the issue of "plus" shares amounted to €0.02 in 2019 (2018: €0.01). BASF Report 2019 2.72 9.17 Sales revenue from contracts with customers is recognized in the amount of the consideration BASF expects to receive in exchange for the goods or services when control of the goods or services is transferred to the customer. 9.15 5.11 226 About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 2.70 4.25 € 5.12 million € Notes 2019 (506) (667) 6,480 4,719 (307) (484) (45) 21 (262) (505) 6,281 4,536 (461) (688) 4,052 6,742 2019 BASF Report 2019 Income from operations (EBIT) before special items is used for the internal steering of the segments and complements the key management indicator, ROCE. EBIT is calculated from gross profit on sales, selling expenses, general administrative expenses, research and development expenses, other operating income and expenses, and income from companies accounted for using the equity method. To calculate EBIT before special items, this figure is then adjusted for special items. Special items arise from the integration of acquired businesses, restructuring costs, certain impairments, gains or losses resulting from divestitures and sales of shareholdings accounted for using the equity method, and other expenses and income that arise outside of ordinary business activities. EBIT and EBIT before special items are alternative performance measures that are not defined under IFRS and are to be considered as being complementary to the indicators defined by IFRS. The same accounting rules are used for segment reporting as those used for the Group, which are presented in these Notes. Transfers between the segments are generally executed at adjusted market-based prices, taking into account the higher cost efficiency and lower risk of intragroup transactions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. Assets not used by the segments are reported under Other. 2018 26,856 86,556 2,720 12,570 1,518 1,901 63 27,585 86,950 74 2,661 2,429 5,224 123 5,974 (741) 59,316 2,898 7,814 6,075 13,142 8,389 11,466 9,532 Intersegment transfers Sales BASF Group Othera Agricultural Solutions Nutrition & Care (750) Surface Technologies Materials Chemicals Million € Segments 2019 BASF primarily generates income from the sale of goods. It is recognized as sales revenue at the point in time when control of the product is transferred from BASF to the customer; this is generally the case on delivery. If products are delivered to a consignment warehouse, BASF normally retains control. Revenue is recognized when the customer consumes the goods. Long-term supply agreements usually contain variable prices dependent on the development of raw materials prices and variable volumes. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 221 5,233 3,302 Industrial Solutions 2018 2,644 2,887 Million € Reconciliation of the assets of Other to the assets of the BASF Group Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 5 Overviews Notes Notes to the Statement of Income 5 Earnings per share Earnings per share Segment assets Income after taxes from continuing operations Net income from continuing operations Income after taxes from discontinued operations of which noncontrolling interests Net income from discontinued operations Income after taxes of which noncontrolling interests Net income Weighted average number of outstanding shares Earnings per share From continuing operations Diluted From discontinued operations Diluted From continuing and discontinued operations Diluted of which noncontrolling interests 2,871 Assets of businesses included in Other Deferred tax assets 636 15,904 2,528 570 2,342 59,700 December 31, 2018 59,365 December 31, 2019 Income before income taxes Financial result EBIT EBIT of Other EBIT of the segments Special items Special items of Other Financial assets Special items of the segments EBIT before special items of Other EBIT before special items of the segments Reconciliation of segment income to income before income taxes Million € For more information, see Note 2.5 from page 215 onward. a Assets of the BASF Group Assets of Other Other assets of the construction chemicals business disposal group (2019)a Operating assets of the former Construction Chemicals division (2018) and of the construction chemicals business disposal group (2019) a Other assets of the oil and gas business disposal group Operating assets of the oil and gas business disposal group Other receivables/prepaid expenses Defined benefit assets Cash and cash equivalents / marketable securities EBIT before special items Sales revenue from the sale or licensing of technologies or technical expertise is recognized according to the contractually agreed-upon transfer of the rights and obligations associated with these technologies. Recognition of revenue from granting licenses for technology and intellectual property depends on whether they are based on usage rights or access rights. Revenue from usage-based rights is recognized at the point in time when the license is granted. Revenue from access-based rights is recognized over the term of the contract with the customer. Sales revenue from sales and usage-based licenses is recognized in accordance with the underlying settlement agreements. 229 Services rendered to customers are invoiced according to work completed and recognized as revenue accordingly. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 228 Sales revenue for the 2019 fiscal year includes €279 million from performance obligations fulfilled in prior periods in connection with sales and usage-based licenses. Sales revenue of €44 million, that was included in contract liabilities as of January 1, 2019, was recognized in 2019. BASF Report 2019 60,220 59,316 2,841 2,898 6,156 7,814 Dispersions & Pigments Performance Chemicals Industrial Solutions Catalysts Coatings Notes Surface Technologies 7 Functional costs For more information on other operating expenses, see Note 8 from page 229 onward Income from foreign currency and hedging transactions as well as from the measurement of LTI options pertained to the foreign currency translation of receivables and payables as well as of currency derivatives and other hedging transactions. Of material significance to the decline was income arising from the release of provisions for the long-term incentive (LTI) program in the amount of Revenue from miscellaneous activities primarily included income from rentals, catering operations, cultural events and logistics services. Income from the adjustment and release of provisions recog- nized in other operating expenses was largely related to risks from lawsuits and damage claims, closures and restructuring measures, employee obligations, and various other individual items as part of the normal course of business. Provisions were reversed or adjusted if, based on the circumstances on the balance sheet date, utilization was no longer expected, or expected to a lesser extent. Other operating income Other Income from the reversal of valuation allowances for business-related receivables Reversals of impairment losses on noncurrent assets Gains on divestitures and the disposal of noncurrent assets Income from foreign currency and hedging transactions as well as from the measurement of LTI options Income from the translation of financial statements in foreign currencies Income from the adjustment and release of provisions recognized in other operating expenses Revenue from miscellaneous activities Other operating income Million € 8 Other operating income / other operating expenses For more information on research and development expenses by segment, see Note 4 from page 219 onward Research and development expenses include the costs resulting from research projects as well as the necessary license fees for research activities. Research and development expenses General and administrative expenses primarily include the costs of the central units, the costs of managing business units and divisions, and costs of general management, the Board of Executive Directors and the Supervisory Board. General administrative expenses Selling expenses primarily include marketing and advertising costs, freight costs, packaging costs, distribution management costs, commissions and licensing costs. Selling expenses Cost of sales includes all production and purchase costs of the company's own products as well as merchandise that has been sold in the period, particularly plant, energy and personnel costs. Cost of sales Under the cost of sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumulated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. 2019 6,670 2,862 1,957 1,696 Nutrition & Care 6,075 5,940 Fungicides 2,305 2,287 Herbicides Insecticides Seed Treatment Seeds & Traits Agricultural Solutions Other BASF Group 2,616 2,436 800 670 639 463 Nutrition & Health 8,561 4,244 Care Chemicals 3,133 9,532 11,694 6,064 6,517 5,402 6,753 11,466 13,270 5,178 5,292 3,211 3,828 8,389 9,120 9,396 7,469 3,746 3,730 13,142 11,199 4,118 2018 111 81 Materials 230 BASF Report 2019 Expenses from integration measures amounted to €43 million in 2019 and related to the integration of significant parts of Bayer's seed and non-selective herbicide business as well as its vegetable seeds business, which were acquired in 2018. These expenses totaled €99 million in the previous year. In both years, expenses also Environmental protection and safety measures, costs of demo- lition and removal, and project costs were expensed if they were not subject to mandatory capitalization pursuant to IFRS. Expenses for demolition, removal and project planning totaled €243 million in 2019 and €245 million in 2018. In both years, these mainly related to the Ludwigshafen site in Germany. Further expenses of €77 million in 2019 and €97 million in 2018 arose from the addition to environmental provisions. In both years, these concerned several discontinued sites in North America. arose in connection with the preparation of the acquisition of Solvay's global polyamide business. In 2019, expenses from restructuring and integration measures in the amount of €481 million were mainly attributable to the imple- mentation of the new BASF strategy and, to a lesser extent, to site closures in North America and Asia. In 2018, expenses resulting from site closures in North America amounted to €13 million and from outsourcing computer centers in the amount of €11 million as well as from restructuring measures in the Care Chemicals division in the amount of €20 million. In 2018, expenses also arose from global restructuring measures in the Coatings division in the amount of €17 million and in the Catalysts division in the amount of €16 million due primarily to the restructuring of the global emissions catalysts business and the restructuring of the licensed battery materials business. Other operating expenses Other Expenses from the addition of valuation allowances on business-related receivables Expenses for derecognition of obsolete inventory Losses from divestitures and the disposal of noncurrent assets Expenses from foreign currency and hedging transactions as well as from the measurement of LTI options Losses from the translation of financial statements in foreign currencies 2,348 3,034 801 782 242 286 62 67 75 Monomers 16 Performance Materials Intermediates For more information on the allocation of sales revenue, see the Management's Report from page 47 onward If the consideration promised in a contract includes variable components, BASF estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods to the customer. Variable components are only recognized as revenue when it is highly unlikely that a reversal of sales revenue will occur. Expected rebates and other trade discounts are accrued in accordance with the principle of individual measurement to cover probable risks related to the return of goods, future warranty obligations and other claims. BASF grants customers rebates if the goods purchased by the customer exceed a contractually defined threshold within the period specified. Rebates are usually deducted from the amounts payable by the customer. Depending on the terms of the underlying contract, BASF uses either the expected value or the most likely amount to estimate the variable consideration for expected future rebates. The method that is the best predictor of variable consideration is primarily determined by the number of volume thresholds contained in the contract. All available historical, current and forecast information is taken into account when calculating rebates. Customers generally have a right of return if the supplied goods do not meet the agreed specifications. Furthermore, certain contracts grant the customer the right to return the goods within a defined period of time. BASF uses the expected value method to estimate the goods that will be returned, as this method is the best predictor of the amount of variable consideration to which BASF will be entitled. BASF applies the practical expedient in IFRS 15, which means that it does not adjust the promised amount of consideration for the effects of a significant financing component if, at contract inception, it is expected that the period between the transfer of the promised goods or services to a customer and payment for these goods or services by the customer will be one year or less. Pursuant to IFRS 15, no information on remaining performance obligations as of December 31, 2019 that have an expected original term of one year or less was reported. BASF Report 2019 227 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Sales by division and by indication and sector Million € 2019 2018 Petrochemicals Chemicals 39 18 160 3,428 BASF Report 2019 Gains on divestitures and the disposal of noncurrent assets amounting to €390 million in 2019 related mainly to earnings from the transfer of BASF's paper and water chemicals business to the Solenis group and the sale of businesses in the Agricultural Solutions segment in accordance with the conditions imposed by antitrust authorities in connection with the acquisition of the Bayer businesses. In 2018, this line item included earnings in the amount of €21 million for the sale of the Austrian production site for styrene butadiene-based paper dispersions in Pischelsdorf. Furthermore, income of €421 million resulted from real estate divestitures in several countries in 2019 (2018: €14 million). Of material significance Income from the translation of financial statements in foreign currencies included gains from the translation of companies' financial statements whose local currency is different from the functional currency. €262 million in the previous year, while only a low amount was released in 2019. 1,812 2,095 994 882 40 19 3 6 118 822 7 11 411 55 158 189 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 249 151 173 72 426 342 320 Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization Depreciation, amortization and impairments of noncurrent assets 404 697 Sales revenue from the sale of precious metals to industrial customers is recognized on delivery and the corresponding purchase prices are recorded as cost of sales. In the trading of precious metals and their derivatives with traders, where there is usually no physical delivery, revenues are netted against the associated costs. 2018 Costs from miscellaneous revenue-generating activities Restructuring and integration measures Other operating expenses Million € Further income resulted from refunds and compensation payments in the amount of €232 million in 2019 and €569 million in 2018. In 2019, these included insurance refunds in the amount of €44 million for damage at the citral plant in Ludwigshafen, Germany, in 2017, for which insurance refunds were also made in 2018, and earnings from a contractually agreed compensation payment in the amount of €46 million. Insurance refunds in the previous year also related to income for fire damages at the North Harbor in Ludwigshafen, Germany. Additional income resulted in 2019 from plan adjustments for pension benefits and similar obligations in the amount of €137 million. Moreover, income in both years was related to gains from precious metal trading, refunds of consumption taxes and a number of additional items. Other income included government grants and government assistance from several countries amounting to €27 million in 2019 and €43 million in 2018. These were primarily due to grants for research projects, regional business development subsidies in China and electricity price compensation in the 2019 fiscal year. Income from the reversal of valuation allowances for business- related receivables resulted both from the reversal of impairments for settled customer receivables for which impairments had been recorded previously as well as from adjusted expectations regarding default on individual customer receivables. here was the sale of a building complex in Switzerland in the amount of €400 million. Notes 5 Overviews 4 Consolidated Financial Statements 2019 849 9 212 23.9 9.0 100.0 25,706 14,049 16,420 13,384 3,806 59,316 (45) (18) 2 159 116 1,976 418 692 1,082 302 4,052 47,347 34,412 21,345 13,912 4,346 26.9 10.3 40.2 % Regions 2019 Million € Location of customer Sales Share Location of company Sales Income from companies accounted for using the equity method Income from operations Assets of which intangible assets property, plant and equipment 86,950 investments accounted for using the equity method South America, Europe Of which Germany North America Asia Pacific Africa, Middle East BASF Group 23,827 6,123 15,948 14,203 5,338 59,316 Additions to intangible assets and property, plant and equipment (including acquisitions) Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments Notes 6,652 6,152 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Regions 2018 Million € Location of customer Sales Share South America, Europe Of which Germany North America Asia Pacific Africa, Middle East BASF Group 25,589 6,687 15,388 14,210 5,033 60,220 % 224 BASF Report 2019 In China, sales to third parties in 2019 amounted to €7,216 million (2018: €7,501 million) according to location of companies and €6,734 million (2018: €6,644 million) according to location of customers. In China, intangible assets, property, plant and equip- ment, and investments accounted for using the equity method amounted to €4,299 million on December 31, 2019, compared with €4,162 million in the previous year. In the United States, sales to third parties in 2019 amounted to €14,211 million (2018: €14,202 million) according to location of companies and €13,506 million (2018: €13,496 million) according to location of customers. In the United States, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €12,115 million on Decem- ber 31, 2019, compared with €12,958 million in the previous year. 1,353 368 14,525 9,857 6,928 6,467 4,644 824 21,792 13,516 12,761 125 3,588 1,367 2,135 1,459 1,310 581 71 4,097 1,896 1,235 1,501 599 150 4,146 15,008 42.4 5 Overviews 3 Corporate Governance 197 170 1,060 2,881 846 3,236 821 9,211 other intangible assets 55 99 343 1,231 548 4,441 626 7,343 property, plant and equipment investments accounted for using the equity method 4,700 4,789 2,345 2,723 2,133 2,660 of which goodwill 86,556 26,856 16,992 300 2,856 66,053 Income from companies accounted for using the equity method 200 11 (3) 38 4 19 269 Income from operations 1,430 1,573 653 574 715 591 (506) 5,974 Assets 8,947 9,005 7,464 11,062 6,230 2,374 4 Consolidated Financial Statements 20,780 235 759 10,735 661 619 423 379 392 394 882 3,750 of which impairments and reversals of impairments 26 4 5 4 5 7 2 53 a Other includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued construction chemicals business. For more information, see Note 2.5 from page 215 onward. Additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued construction chemicals business, also included in Other, amounted to €87 million in 2018. Other also includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued oil and gas business until the assets were reclassified to the disposal group at the end of the third quarter of 2018. Until reclassification to the disposal group, additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued oil and gas business, also included in Other, amounted to €468 million. BASF Report 2019 223 About This Report 1 To Our Shareholders 2 Management's Report 7,110 298 531 436 57 384 48 625 2,203 Liabilities Research and development expenses 2,953 2,952 2,712 2,232 2,431 854 3,080 50,447 114 194 224 217 152 679 414 1,994 Additions to intangible assets and property, plant and equipment (including acquisitions) Depreciation and amortization of intangible assets and property, plant and equipment 962 639 34,087 11.1 25.6 23.6 25,304 3,251 2,897 3,152 2,886 3,603 3,507 of which impairments and reversals of impairments Additions to intangible assets and property, plant and equipment (including acquisitions) Depreciation and amortization of intangible assets and property, plant and equipment Research and development expenses Liabilities 15,008 13,542 43 388 37 235 763 investments accounted for using the equity method 21,792 1,087 2,938 2,347 3,078 2,226 44,600 108 193 192 12 124 19 8 146 4,146 346 719 545 457 438 718 4,999 923 299 320 595 565 426 784 1,108 2,158 411 879 161 214 4,097 6 5,117 6,420 663 889 973 622 Income from operations 116 (36) 5 26 22 99 Income from companies accounted for using the equity method 65,093 2,975 8,011 6,565 13,354 8,913 12,315 12,960 Sales including transfers 5,777 77 197 490 644 928 (667) 4,052 57 4,224 558 1,158 256 102 65 other intangible assets 8,105 68 3,219 884 property, plant and equipment 2,912 172 201 of which goodwill 86,950 27,585 16,530 6,399 11,773 6,903 8,782 8,978 Assets 649 324 a Other includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued construction chemicals business. For more information, see Note 2.5 from page 215 onward. Until reclassification to the disposal group, additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued construction chemicals business, also included in Other, amounted to €176 million. The assets of Other also include the equity-accounted interest in Wintershall Dea GmbH. BASF Report 2019 13,576 5,339 86,556 7,281 3,874 7,308 1,499 466 16,554 9,231 6,357 6,286 4,416 847 20,780 637 289 122 1,444 2,203 Additions to intangible assets and property, plant and equipment (including acquisitions) 5,317 3,674 4,461 585 22,079 23,739 45,562 5,974 8.4 100.0 Location of company Sales Income from companies accounted for using the equity method Income from operations Assets of which intangible assets property, plant and equipment investments accounted for using the equity method 27,526 17,767 372 15,900 3,340 60,220 36 10 0 233 269 3,210 1,146 794 1,793 177 13,454 10,735 Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 2,031 6,156 5,940 11,199 9,120 13,270 11,694 Intersegment transfers Sales BASF Group Othera Agricultural Solutions Nutrition & Care 2,841 Surface Technologies Materials Chemicals Million € Segments 2018 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 222 Industrial Solutions 524 60,220 962 1,180 990 479 250 3,750 BASF Report 2019 225 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 3,611 4 Consolidated Financial Statements 6,410 11,391 9,645 14,232 15,305 Sales including transfers 5,833 15 58 470 192 525 6,214 1,454 Europe 1 To Our Shareholders (68) Deferred tax assets (liabilities) before netting Netting 555 297 259 44 (34) About This Report 1.123 4.956 (3.833) (2.069) 2.069 Deferred tax assets (liabilities) after netting 555 297 259 44 (34) 1.123 2.887 (1.764) BASF Report 2019 235 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 83 15 33 (4) 261 (460) Provisions for pensions and similar obligations 2,149 (48) 354 (31) 2.424 3.153 (729) Other provisions and liabilities 633 222 (23) 5 Overviews 9 942 (101) Tax loss carryforwards 205 13 1 5 (31) 193 193 Other 0 (9) (5) 841 (199) Notes Million € Inventories and accounts receivable (69) (62) 38 (40) (70) (203) 272 (475) Provisions for pensions and similar obligations 1,986 2 122 13 26 2,149 2,657 (508) Other provisions and liabilities 975 148 (1) 6 (495) 633 738 (105) Tax loss carryforwards 222 (48) 60 12 (1) January 1, 2018, Effects recognized Effects recognized net in income in equity (OCI) Business combinations Other Recognized in December 31, 2018, equity net Deferred tax assets Deferred tax liabilities Intangible assets Property, plant and equipment Financial assets (1,184) 34 (5) Deferred tax assets and liabilities 2018 (272) (1,265) 94 (1,359) (2,464) (127) (1) 6 1,610 (976) 115 (1,091) (39) 52 0 162 17 (14) (47) 5,233 495 15.0 783 15.0 2 0.1 12 0.2 12 0.4 154 2.9 257 7.8 432 8.2 (41) Asia Pacific (24) (0.5) 61 1.8 62 1.2 (17) (0.5) (40) (0.8) 3,302 % Million € % BASF Report 2019 2019 2018 1,053 1,229 114 394 929 1,094 10 (259) (297) (112) (298) 10 (67) (35) (26) (18) 4 8 756 1,117 224 229 980 1,346 2019 2018 Million € 23 0.3 (259) (4.9) Recognized in December 31, 2019, Other equity net Deferred tax assets Deferred tax liabilities 149 59 125 (934) 148 (1.082) (976) (113) Business combinations (16) 26 (1.081) 122 (1.203) 12 35 (1) (182) (136) 54 (190) Inventories and accounts receivable (203) 48 (2) (11) January 1, 2019, Effects recognized Effects recognized net in income in equity (OCI) (4) Financial assets (6) (0.2) (5) (0.1) (26) (0.8) (18) (0.3) 9 0.2 20 0.4 756 22.9 (1,265) 1,117 234 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant deviations between fair values and the values in the tax accounts. This primarily leads to deferred tax liabilities. Deferred taxes Deferred tax assets and liabilities 2019 Million € Intangible assets Property, plant and equipment 21.3 Income taxes/effective tax rate 0 (6) Goodwill Goodwill is only written down in the case of an impairment. Impairment testing is performed once a year and whenever there is an indication of impairment. Goodwill impairments are not reversed. Emission rights: Emission certificates, which are granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other countries, are recognized in the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. 4 4 15 5 4 15 19 19 15 2018 2019 15 Product rights, licenses and trademarks Know-how, patents and production technologies Internally generated intangible assets Other rights and values Distribution, supply and similar rights Average weighted amortization in years The expected useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. The weighted average amortization periods of intangible assets were as follows: Internally generated intangible assets primarily comprise internally developed software. Such software and other internally generated intangible assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangible assets also include an appropriate portion of overhead costs. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Acquired intangible assets (excluding goodwill) with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Accounting policies 14 Intangible assets Notes to the Balance Sheet Notes 5 Overviews 4 Consolidated Financial Statements BASF's goodwill is allocated to 22 cash-generating units (2018: 23), which are defined either on the basis of business units or at a higher level. Goodwill for two of these cash-generating units, Pigments and Construction Chemicals, was reclassified to the disposal groups in 2019. Annual impairment testing was performed in the fourth quarter of 2019 on the basis of the cash-generating units with the exception of the goodwill of the two units affected by the reclassification. Recoverable amounts were determined using the value in use. This was based on plans approved by company management and their respective cash flows, generally for the next five years. For the period thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. Planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw materials prices and profit margins. Oil and gas prices are also among the main input parameters that provide the basis for the forecast of cash flows in the current financial plans. Market assumptions regarding, for example, economic development and market growth are included based on external macroeconomic and industry-specific sources. BASF Report 2019 239 1,512 1.5% 403 2.0% 518 2.0% 515 2.0% 753 2.0% 1,298 2.0% 1,315 2.0% 3 Corporate Governance 3,236 3,219 Growth ratea Goodwill Growth ratea Goodwill 2018 2019 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 2.0% 2.0% 2 Management's Report 1 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 237 Employees from joint operations are included in the number of employees as of the year-end relative to BASF's share in the com- pany. These had a total of 96 employees (2018: 526 employees). Of material significance to the decrease in the number of employees in BASF Report 2019 3,226 2,606 temporary staff 3,174 3,161 of which apprentices and trainees 10,659 10,924 Personnel expenses 122,404 117,628 BASF Group 730 554 Pension expenses 7,844 7,486 South America, Africa, Middle East assistance expenses 19,303 18,634 5 Overviews Notes joint operations was the merger of the oil and gas businesses of Wintershall and DEA in the joint venture, Wintershall Dea. The average number of employees was distributed over the regions as follows: About This Report 238 BASF Report 2019 BASF Group's average number of employees for 2019 includes 6,801 employees from the disposal group for the construction chemicals business and for 2018 2,021 employees from the disposal group for the oil and gas business. Employees from joint operations are included in the average number of employees relative to BASF's share in the company. On average, these had a total of 206 employees (2018: 492 employees). 3,120 2,922 2,819 2,811 of which apprentices and trainees temporary staff 118,371 119,200 BASF Group 7,540 To Our Shareholders 7,607 18,713 18,843 Asia Pacific 19,051 19,624 North America 54,749 54,722 of which Germany 73,067 73,126 2018 2019 Average number of employees South America, Africa, Middle East 1,500 2.0% 1,544 Tax loss carryforwards Million € 2018 Tax loss carryforwards Deferred tax assets 2019 2018 2019 Germany Foreign 0 0 950 1,143 195 205 Total 950 1,143 195 205 Tax loss carryforwards exist in all regions. Tax losses in Germany may be carried forward indefinitely. In some foreign countries, tax loss carryforwards are only possible for a limited period of time. Overall, just under half of the tax loss carryforwards will expire. The bulk of the expirable tax loss carryforwards will expire in Asia by 2023 and in Europe and North America after 2024. No deferred tax assets were recognized for tax loss carryforwards of €205 million in 2019 (2018: €370 million). Tax liabilities Tax liabilities primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. BASF began reporting tax provisions, previously included in other provisions, with effective and deferred tax liabilities in 2019. The prior-year figures have been restated accordingly. Tax liabilities amounted to €3,036 million as of December 31, 2019 (December 31, 2018: €3,041 million). BASF Report 2019 236 About This Report 1 To Our Shareholders 2 Management's Report The regional distribution of tax loss carryforwards is as follows: Tax loss carryforwards Changes in valuation allowances on deferred tax assets amounted to €98 million in 2019, compared with €87 million in 2018. Of this figure, €65 million pertained to tax loss carryforwards in 2019 (2018: €23 million). Undistributed earnings of subsidiaries resulted in temporary differences of €13,335 million in 2019 (2018: €14,088 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for an indefinite period of time. 205 205 Other (40) 76 0 0 (36) 0 83 (83) Deferred tax assets (liabilities) before netting Netting (613) 112 3 Corporate Governance 153 1,190 555 4,224 (3,669) (1,882) Deferred tax assets (liabilities) after netting (613) 112 153 (287) 1,190 555 2,342 1,882 (1,787) (287) 4 Consolidated Financial Statements 5 Overviews Notes 54,028 55,839 Wages and salaries 8,825 8,470 North America 19,355 20,069 Social security contributions and 1,545 240 BASF Report 2019 a Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 b Reclassification of goodwill from the construction chemicals business to the disposal group in the amount of €772 million as of December 21, 2019 c Reclassification of goodwill from the pigments business to the disposal group in the amount of €414 million as of August 29, 2019 Goodwill as of December 31 of which Germany Other cash-generating units Catalysts division (excluding battery materials) Construction Chemicals divisionb Agricultural Solutions division Cash-generating unit Million € Goodwill of cash-generating units After determining the recoverable amount for the cash-generating units, the conclusion was that reasonable possible deviations from the key assumptions would not lead to the carrying amounts of the 22 units exceeding their respective recoverable amounts. The recoverable amount for the two cash-generating units was calculated using fair value less expected costs to sell or the value in use. The weighted average cost of capital rates on the respective dates of impairment testing were 5.32% for construction chemicals and 7.03% for pigments. The impairment tests for the construction chemicals and pigments cash-generating units were conducted before reclassification of goodwill to the disposal groups. The required discounting of cash flows for impairment testing is calculated using the weighted average cost of capital rate after tax, which is determined using the capital asset pricing model. It comprises a risk-free interest rate, a market risk premium, and a spread for credit risk based on the respective industry-specific peer group. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash-generating unit. Impairment tests of the units were conducted assuming a weighted average cost of capital rate after taxes of between 5.16% and 7.73% (2018: between 5.83% and 6.90%). This corresponds to a weighted average cost of capital rate before taxes of between 6.38% and 10.00% (2018: between 7.00% and 8.50%). 9,211 8,105 0.0-2.0% 1,503 0.0-2.0% Personal Care Ingredients in the Care Chemicals division Pigments in the Dispersions & Pigments division Surface Treatment in the Coatings division 0 2018 75,188 12 Noncontrolling interests Noncontrolling interests Million € Noncontrolling interests in profits Noncontrolling interests in losses Total 2018 292 2019 98 (28) (20) 70 272 Noncontrolling interests in profits declined year on year in 2019, especially at Shanghai BASF Polyurethane Company Ltd., Shang- hai, China, primarily due to lower TDI and MDI sales prices and margins, and at BASF TOTAL Petrochemicals LLC, Port Arthur, Texas, mainly due to the scheduled turnaround of the steam cracker and lower propylene sales prices. 2019 Noncontrolling interests in profits were only recognized for Winters- hall companies until April 30, 2019. 13 Personnel expenses and employees Personnel expenses The BASF Group's expenses for wages and salaries, social security contributions and pensions and assistance in 2019 totaled €10,924 million (2018: €10,659 million). In 2019, this amount included personnel expenses from the disposal group for the construction chemicals business and proportionally for the oil and gas business in the amount of €557 million. By contrast, the amount in 2018 included personnel expenses from the disposal group for the oil and gas business in the amount of €276 million. The increase in personnel expenses was due primarily to higher expenses for the long-term incentive program, a higher level of wages and salaries and the higher average number of employees resulting from the acquisition of significant businesses from Bayer. Offsetting factors were the merger of the oil and gas businesses of Wintershall and DEA in the joint venture Wintershall Dea, as well as the decrease in expenses for pension benefits due to plan curtailments. Personnel expenses Million € Number of employees As of December 31, 2019, the number of employees decreased to 117,628 employees compared with 122,404 employees as of December 31, 2018. This number includes 6,964 employees in the disposal group for the construction chemicals business as of December 31, 2019 (December 31, 2018: 2,017 employees in the disposal group for the oil and gas business). Of material significance to the decrease in the number of employees were the merger of the oil and gas businesses of Wintershall and DEA in the joint venture Wintershall Dea, as well as the sale of the paper and water chemicals business. As a result, the number of employees decreased by more than 3,000 employees. The number of employees in the BASF Group was distributed over the regions as follows: Number of employees as of December 31 2019 2018 Europe 72,153 For more information on noncontrolling interests in consolidated companies, see Note 21 on page 253 Other (1.2) 1,459 Other financial result (11) (5) (96) (210) (275) (368) (240) (335) Financial result BASF Report 2019 (750) (741) 232 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Other financial expenses Miscellaneous financial expenses Unwinding the discount on other noncurrent liabilities (5) 15 14 183 174 (648) (537) (465) (363) 2 5 Overviews 35 35 33 Write-downs on / losses from securities and loans (8) (22) Net interest expense from underfunded pension plans and similar obligations (155) (131) Net interest expense from other long-term personnel obligations 31 Notes 11 Income taxes Foreign income tax Taxes for prior years Deferred tax expense (+) / income (-) From changes in tax loss carryforwards/unused tax credits From changes in the tax rate From valuation allowances on deferred tax assets Income taxes Other taxes as well as sales and consumption taxes Tax expense Corporate income tax, solidarity surcharge and trade taxes (Germany) Reconciliation of income taxes and the effective tax rate Expected tax based on German corporate income tax rate (15%) Solidarity surcharge German trade tax Foreign tax rate differential Tax-exempt income Nondeductible expenses Income of companies accounted for using the equity method (Income after taxes) Taxes for prior years Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests Changes in the tax rate Income before income taxes 168 Current tax expense Tax expense Accounting policies In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon are levied on all distributed and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax that varies depending on the municipality in which the company is represented. Due to a higher rate of assessment for Ludwigshafen, Germany, in 2019, the weighted average trade tax rate was 14.5% (2018: 14.1%). The 30% rate used to calculate deferred taxes for German Group companies remained unchanged in 2019. The income of foreign Group companies is assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. Deferred taxes are recorded for temporary differences between the carrying amount of assets and liabilities in the financial statements according to IFRS and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. These also comprise temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. The current tax expense for corporate income tax, solidarity sur- charge and trade taxes (Germany) declined due to lower income from tax group companies in Germany. Deferred tax assets are offset against deferred tax liabilities provided Tax expense and tax rate they are related to the same taxation authority and have the same maturities. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the probability of a reversal of the differences and the assessment of the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. The valuation of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income if the underlying transaction is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions planned for the following year if these distributions lead to a reversal of temporary differences. Provisions for German trade income tax, corporate income tax and similar income taxes are calculated and recognized based on the expected taxable income of the consolidated companies less any prepayments that have been made. Provisions are set up for interest accrued. Other taxes to be assessed are considered accordingly. As in the previous year, changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in an expense of €1 million in 2019. Other taxes included real estate taxes and other comparable taxes totaling €101 million in 2019 and €103 million in 2018. Million € The BASF Group tax rate amounted to 22.9% in 2019, after 21.3% in 2018. The increase was mainly attributable to taxes for prior years, especially in Germany and the United States. In Germany, income from the release of tax provisions in 2018 contrasted with expenses for additions to tax provisions in 2019. In the United States, tax-exempt income for prior years was lower than in 2018. The main offsetting effect was lower trade tax expenses as a result of the lower taxable income of the German companies. 233 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes BASF Report 2019 against interest and currency risk. From changes in temporary differences The net interest expense from underfunded pension plans and similar obligations increased in comparison with the previous year as a result of the increase in net defined benefit liability as of December 31, 2018. Net interest expense of the respective fiscal year is based on the discount rate and the defined benefit obligation at the beginning of the year. (317) (10) (314) (9) (3) (1) Income from companies accounted for using the equity method 116 269 of which joint ventures associated companies Income from companies accounted for using the equity method decreased by a total of €153 million in 2019 primarily due to lower earnings at BASF-YPC Company Ltd., Nanjing, China. Wintershall Dea GmbH, Kassel/Hamburg, Germany, which was recognized as a joint venture for the first time, accounted for a loss in earnings due in part to additional impairments from the purchase price allocation. Moreover, adjustments were made for Wintershall Dea GmbH's earnings contributions, which had already been recognized at BASF Group level as part of initial measurement of the shareholding at fair value. BASF Report 2019 231 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 29 21 250 412 The decline in other financial expenses was primarily due to lower expenses for hedging bonds and U.S. dollar commercial paper 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Depreciation, amortization and impairments of noncurrent assets amounting to €426 million in 2019 related primarily to the impairment of project costs for a planned methane-based propylene production plant on the U.S. Gulf Coast, as well as to the optimiza- tion of production sites within the Nutrition & Health division in Europe. In 2018, amortization, depreciation and impairments of noncurrent assets amounted to €72 million. The impairments resulted primarily from discontinued investment projects. Costs from miscellaneous revenue-generating activities relate to the items presented in other operating income. Expenses from foreign currency and hedging transactions as well as from the measurement of LTI options related to foreign currency translation of receivables and payables as well as changes in the fair value of currency derivatives and other hedging transactions. Expenses resulting from the measurement of LTI options amounted to €39 million in 2019. Higher currency hedging costs also arose in 2019 due to a changed position with respect to the U.S. dollar after the acquisition of Bayer's seed and non- selective herbicide business. 5 Overviews Losses from divestitures and the disposal of noncurrent assets resulted in 2019 in connection with the planned divestiture of the global pigments business. Expenses totaling €26 million in 2018 were related to the merger of the paper and water chemicals business with Solenis. 9 Income from companies accounted for using the equity method Income from companies accounted for using the equity method Million € Proportional income after taxes of which joint ventures associated companies Other adjustments to income and expenses 2019 433 279 In both years, other expenses included expenses for litigation, for REACH, for the provision of services, for activities related to the BASF 4.0 project and for planning the new Verbund site in Guang- dong, China. Notes 2018 Financial result 17 2 1 (1) Income from tax allocation to shareholdings 33 35 Income from other shareholdings (55) (54) Write-downs on / losses from the sale of shareholdings (23) (24) (78) Expenses from other shareholdings (45) (78) (43) Net income from shareholdings Interest income from cash and cash equivalents Interest and dividend income from securities and loans Interest income Interest expenses Interest result Net interest income from overfunded pension plans and similar obligations Income from the capitalization of borrowing costs Miscellaneous financial income Other financial income 10 160 15 57 Expenses from loss transfer agreements 13 Million € Income from profit transfer agreements Income from the disposal of shareholdings Dividends and similar income The interest result declined by €102 million year on year, from minus €363 million to minus €465 million, as a result of higher interest expenses. The increase in interest expenses was mainly due to the higher financial debt, particularly commercial paper and interest on lease liabilities. Write-downs on / losses from securities and loans decreased due to lower impairments on loans and to lower losses from fair value measurement of securities. Net income from shareholdings was at prior-year level at minus €45 million. Financial result 21 2018 2019 3 1 40 of which stage 1 0 3 0 0 4 stage 2 0 0 0 0 0 0 stage 3 24 12 2 3 (45) 281 (3) (1) 85 104 311 stage 3 43 (2) 0 0 61 1 Other receivables 27 64 42 of which stage 2 324 (47) (3) (1) 15 1 BASF Report 2019 36 152 4,575 1,839 4,038 Changes in the scope of consolidation As of January 1, 2019 In 2019, additions to accumulated amortization contained impair- ments of €15 million, which pertained primarily to patents that were not allocated to an operational segment and were revalued due to a planned sale. Transfers to disposal groups were attributable to intangible assets in connection with the construction chemicals business in Decem- ber 2019 and the pigments business in August 2019. Disposals of intangible assets amounting to €281 million primarily concerned the derecognition of fully amortized assets for distribu- tion and supply rights in the Agricultural Solutions segment and of software licenses. 146 Additions from acquisitions resulted from the acquisition of Isobionics B.V., Geleen, Netherlands, a startup company that develops and produces natural flavors and fragrances. This increased goodwill by €16 million and capitalized know-how by €31 million. By contrast, there was a decrease of goodwill in the amount of €65 million due to a retroactive purchase price allocation and purchase price adjustment to assets from the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and its vegetable seeds business in the previous year. 37 (1,303) 15 3,814 241 20 0 20,368 Total Additions related primarily to the acquisition of technologies and patents amounting to €49 million from Grillo-Werke AG, Duisburg, Germany, in the Nutrition & Care segment. Additions also included newly acquired software licenses and rights of use. 553 9,211 0 Total 380 183 149 0 (3) (47) 364 High/medium credit rating from AAA to BBB- from BB-to D Low credit rating a Standard & Poor's rating 5,880 3,201 BASF generally monitors the credit risk associated with counterpar- ties with which receivables exist in the form of financial instruments. In accordance with IFRS 9, impairments for expected credit losses on receivables are recognized based on this. At BASF, a comprehensive, global credit insurance program covers accounts receivable, trade. Under a global excess of loss policy, future bad debts are insured for essentially all BASF Group companies excluding joint ventures. The program has no impact on the calculation of valuation allowances in accordance with IFRS 9. No compensation claims were incurred in either 2019 or 2018. Payment terms are generally agreed upon individually with custom- ers and, as a rule, are within 90 days. In 2019, valuation allowances of €168 million were added for trade accounts receivable, and valuation allowances of €146 million were reversed. In the previous year, valuation allowances of €128 million were added for trade accounts receivable, and valuation allowances of €117 million were reversed. In 2019, valuation allowances of €15 million were recognized for other receivables representing financial instruments, and valuation allowances of €3 million were reversed. In the previous year, valua- tion allowances of €11 million were recognized for all other receiv- ables, and valuation allowances of €9 million were reversed. Additions included valuation allowances of €9 million due to a change in valuation parameters. 250 (413) 0 168 Other receivables and miscellaneous assets Accounts receivable, trade Defined benefit assets 123 63 Tax refund claims 132 967 107 891 Employee receivables 251 0 0 16 Precious metal trading items 977 780 Other 59 320 48 15 57 310 103 Receivables from finance leases Receivables from capital equipment of nonconsolidated subsidiaries 20 3 23 123 Receivables from bank acceptance drafts 188 163 Other 306 217 243 169 Other receivables and assets that qualify as financial instruments 695 1,201 611 927 Prepaid expenses Goodwill 274 353 Other receivables and assets that do not qualify as financial instruments 2,589 Valuation allowances on receivables (financial instruments) 2019 Precious metal trading items primarily comprise physical items, precious metal accounts as well as long positions in precious metals, which are largely hedged through sales or derivatives. Expected losses on trade accounts receivable at BASF are calculated primarily on the basis of internal or external customer ratings and the associated probability of default. The following table presents the gross values and credit risks for trade accounts receivable measured at amortized cost as of December 31, 2019. Million € Accounts receivable, trade Million € Creditworthiness as of December 31, 2019 Equivalence to Notes external ratingª Gross carrying amounts Reclassification January 1, 2019 Additions Reversals between stages Translation effect Reclassification to assets of disposal groups As of December 31, 2019 As of 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 275 2,212 1,112 3,790 886 BASF Report 2019 Current 271 2 98 3,139 The decline in noncurrent loans and interest receivables was predominantly due to changes in loans to nonconsolidated subsidiaries. The increase in noncurrent derivatives with positive fair values primarily affected the market valuation of combined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attributable to the increase in fair values of commodity derivatives for precious metals. Bank acceptance drafts are used as an alternative form of pay- ment in China. Bank acceptance drafts are issued at a discount from their par value. They can be held to maturity, traded or redeemed prematurely at a discount. If BASF discounts a bank acceptance draft with recourse, a liability toward the credit institu- tion is recognized in the amount of the payment received. Current prepaid expenses in 2019 mainly included prepayments of €30 million related to operating activities compared with €22 million in 2018, as well as €79 million in prepayments for insurance in 2019 compared with €83 million in 2018. Prepayments for license costs increased from €38 million in 2018 to €74 million in 2019. Non- current prepaid expenses in 2019 included higher advance payments for received precious metal catalysts to be refurbished. The change in current tax refund claims is largely attributable to the rise in open income tax receivables. The rise in current other receivables and assets, which represent financial instruments, was due to deposits on commodity deriva- tives, which were traded through clearing houses. 249 About This Report 1 To Our Shareholders 2 Management's Report 417 and valuesa 1,323 intangible assets 376 2,043 As of January 1, 2019 Accumulated amortization 17,555 8,105 611 196 4,319 1,046 1,433 As of December 31, 2019 130 6 1 46 11 47 Currency effects (3,048) 2,891 (1,186) 94 Changes in the scope of consolidation (265) (190) (845) Transfers to disposal groups 15 Transfers (271) (82) (2) 255 (22) (157) Disposals 738 113 20 287 59 259 Additions (8) (5) (409) (410) production technologies licenses and trademarks supply and similar rights generated patents and Product rights, Distribution, Internally Know-how, (2) Cost Development of intangible assets Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 0 Development of intangible assets 2019 Million € 0 86 45 (1,038) Transfers to disposal groups 26 (6) Transfers (281) (3) (86) (25) (8) (157) Disposals (37) (47) (46) 52 1 3 Additions from acquisitions 292 163 (3) Currency effects 23 1 35 1 Additions Additions from acquisitions amounted to €5,540 million in 2018. The acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and vegetable seeds business, as well as the acquisition of Toda America LLC's battery materials business led to a €1,257 million increase in goodwill. A further addition to goodwill amounting to €4 million arose from an additional purchase price payment for the acquisition in 2017 of GRUPO Thermotek based in Monterrey, Mexico. Further additions to intangible assets in connec- tion with the key acquisitions mentioned above amounted to €4,279 million. These related predominantly to know-how, patents and production technologies in the amount of €2,725 million; product rights, licenses and trademarks in the amount of €1,054 million, as well as distribution, supply and similar rights in the amount of €364 million. Additions referred primarily to software licenses purchased or internally developed software applications. Additions also included concessions for the search and production of oil and gas in Brazil. In 2018, intangible assets included rights of the Oil & Gas segment, which were amortized using the unit of production method, until the date of reclassification to the disposal group. 595 4,161 20,368 36 264 5,540 155 17,755 Total 9,477 411 116 1,879 1,150 (5) (3,047) 36 47 Additions from acquisitions (862) Transfers to disposal groups 21 21 1 (29) 2 Transfers (294) (6) (32) (1) (73) (8) (174) Disposals 1,261 136 2,725 1,054 364 4,722 Other rights Goodwill Other rights BASF Report 2019 a Including licenses to such rights and values December 31, 2019 14,525 8,105 326 84 3,247 1,195 241 1,568 3,030 285 112 1,072 238 224 As of December 31, 2019 2 11 Net carrying amount as of About This Report 1 To Our Shareholders intangible assets production technologies licenses and trademarks similar rights supply and generated patents and Product rights, Distribution, Internally Know-how, Changes in the scope of consolidation As of January 1, 2018 Cost Million € Development of intangible assets 2018 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report and valuesa 3,839 3 204 77 64 3,615 2,528 66 634 1,425 650 216 109 679 192 85 1 Additions from acquisitions 2 Disposals (407) (108) (8,170) (10,899) (245) Transfers to disposal groups Currency effects (8) (71) (1,657) 1,159 300 Transfers (701) (52) (171) 190 (1,883) 5 Changes in the scope of consolidation Additions Transfers to disposal groups included property, plant and equipment, which had been reclassified to the disposal groups for the pigments business and the construction chemicals business. For more information on divestitures, see Note 2.4 from page 210 onward Transfers related mainly to the reclassification of operation-ready assets from construction in progress to other asset categories. Transfers also included reclassification of existing finance leases as of December 31, 2018 to right-of-use assets due to the initial application of IFRS 16. Disposals of property, plant and equipment included the sale of a building complex in Switzerland. In 2019, impairments of €315 million and reversals of impairments of €6 million were included in accumulated depreciation. The impairments were primarily attributable to construction in progress resulting from discontinued investment projects in North America within the Petrochemicals segment. Furthermore, impairments on buildings and technical equipment at one production site in Europe were also included in accumulated depreciation. Additions to property, plant and equipment arising from investment projects (excluding leases) amounted to €3,390 million in 2019. Investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Shanghai, China; Geismar, Louisiana; and Freeport, Texas. Material investments included the acetylene plant as well as the expansion of the vitamin A plant in Ludwigshafen, Germany. Furthermore, additions included renovations and major repairs to the steam cracker and the construction of a new propane tank in Antwerp, Belgium. Invest- ments also included the upgrade and capacity expansion of the MDI synthesis unit in Geismar, Louisiana. Government grants for funding investment measures reduced asset additions by €9 million. Notes Currency effects raised property, plant and equipment by €190 million and resulted mainly from the appreciation of the U.S. dollar against the euro. 5 Overviews 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 245 4 Consolidated Financial Statements 77 Development of property, plant and equipment 2018 Million € As of January 1, 2018 70,913 4,799 4,387 7,940 50,558 11,169 Cost Total equipment and Construction in fixtures Miscellaneous Of which depreciation according to the unit of pro- technical equipment duction method Machinery and Land, land rights and buildings progress BASF Report 2019 (13,135) 602 1 5 4 5 15 Additions Changes in the scope of consolidation 13 214 100 1,206 109 190 210 24 1,767 64,326 274 Advance payments and construction in progress Right-of-use advance payments and construction in progressa Total Cost 3,905 As of January 1, 2019 154 10,807 700 42,331 190 4,616 1,349 84 (633) (164) 459 Disposals As of January 1, 2018 Accumulated depreciation 63,008 3,905 6,065 4,616 12,156 As of December 31, 2018 814 92 36 121 42,331 (52) 36,110 3,264 (372) (45) 3,155 34 358 498 4,329 2,409 6 2 4 Changes in the scope of consolidation Additions 45,655 216 354 and fixturesa a Right-of-use assets of €1,318 million were capitalized as of January 1, 2019, following the initial application of IFRS 16 and the values were restated accordingly. 6 440 950 As of December 31, 2019. 439 33 1 10,757 31 285 4 70 (3) 17 Currency effects 1 (2,053) 808 399 1 (2) Changes in the scope of consolidation 42,228 3,400 32,480 43,783 6,238 As of January 1, 2019 Accumulated depreciation 65,508 3,006 551 4,808 104 3 13 (172) (1,065) (15) (28) (182) (8) (605) Transfers (33) (4) (76) Disposals 1 2 Additions from acquisitions (114) (35) (266) 207 0 (1,281) (55) (429) (7) (87) 275 Transfers to disposal groups (2,702) 129 321 107 1,841 92 4 21,792 2 (3) 65 53 As of December 31, 2019 249 1 19 6,374 198 (1) 1 Currency effects (1,297) (11) (123) 31 0 144 144 2,848 355 1,336 255 10,673 664 33,110 4,383 897 Net carrying amount as of December 31, 2019 43,716 158 196 3,472 375 Additions (928) (225) (5) (576) (2) (81) Disposals 3,408 (166) 170 384 80 2,022 142 433 18 162 (8) (25) (872) (1) (1) Transfers to disposal groups (2) (2) 70 (17) (45) (87) 12 (20) 49 (48) Transfers 69 395 fixtures Miscellaneous equipment and In addition to the net income of investments accounted for using the equity method, dividend distributions and other comprehensive income of the companies, transfers included €65 million from the reclassification of investments accounted for using the equity method to assets of the disposal group for the pigments business. Transfers in 2018 included €2,552 million from the reclassification of investments accounted for using the equity method to assets of the disposal group for the oil and gas business. Disposals in 2019 included primarily a capital decrease in the amount of €1,541 million at Wintershall Dea GmbH, Kassel/ Hamburg, Germany. Additions in 2019 related mainly to the share in Wintershall Dea GmbH, Kassel/Hamburg, Germany, in the amount of €14,078 million and in Solenis UK International Ltd., London, United Kingdom, in the amount of €590 million. The carrying amounts of shareholdings accounted for using the equity method are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a reduction in the value of an investment, an impair- ment test is conducted and, if necessary, an impairment is recog- nized in the income statement. Furthermore, earnings and the carrying amount were adjusted due to deviating accounting policies or purchase price allocations, primarily with respect to Wintershall Dea GmbH, Kassel/Hamburg, Germany. Currency effects raised property, plant and equipment by Accounting policies €277 million and resulted mainly from the appreciation of the U.S. dollar against the euro. Transfers related mainly to the reclassification of operation-ready 16 Investments accounted for using the equity assets from construction in progress to other asset categories. method and other financial assets For a detailed overview of income from companies accounted for using the equity method, see Note 9 on page 231 For more information on divestitures, see Note 2.4 from page 210 onward In 2018, impairments of €52 million and reversals of impairments of €1 million were included in accumulated depreciation. The impair- ments were primarily attributable to construction in progress resulting from discontinued investment projects in North America. Acquisitions led to an increase in property, plant and equipment in the amount of €1,425 million, primarily from the acquisition of significant parts of Bayer's seed and non-selective herbicide busi- nesses and its vegetable seeds business. Government grants for funding investment measures reduced asset additions by €26 million. Additions to property, plant and equipment arising from investment projects amounted to €3,615 million in 2018. Investments were primarily made at the sites in Ludwigshafen, Germany, Antwerp, Belgium, Shanghai, China, Geismar, Louisiana and Freeport, Texas. Material investments included the acetylene plant as well as plants for the production of catalysts in Ludwigshafen, Germany. Further- more, additions included renovations to the steam cracker and the construction of a new propane tank in Antwerp, Belgium. Other investments included the construction of oil and gas facilities and wells in Europe and South America. In 2018, machinery and technical equipment contained oil and gas deposits, including related wells, production facilities and further infrastructure, which were depreciated according to the unit of production method. The table presents the development of pro- perty, plant and equipment including these assets until the oil and gas business was transferred to the disposal group. Notes Disposals of property, plant and equipment included the sale of production plants for oleochemical surfactants in Mexico and the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria. 5 Overviews BASF Report 2019 About This Report 4,715 2,203 Accounting policies 2018 2019 17 Inventories 247 Million € Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders Investments accounted for using the equity method As of January 1 4 Consolidated Financial Statements 2 Management's Report As of December 31, 2018 537 4 27 96 458 6,342 48 (196) (87) (4,923) (6,118) (81) (10) (6,482) 3 Corporate Governance 32,480 6 To Our Shareholders 1 About This Report 246 BASF Report 2019 Currency effects 3,400 Transfers to disposal groups 42,228 20,780 3,899 1,216 9,851 5,814 Net carrying amount as of December 31, 2018 Transfers 10 Changes in the scope of consolidation 14,678 2 Management's Report 1 To Our Shareholders About This Report 248 BASF Report 2019 Of total inventories, €1,240 million was measured at net realizable value in 2019 and €1,120 million in 2018. 3 Corporate Governance Write-downs on inventory were recognized in the amount of €111 million in 2019 and in the amount of €73 million in 2018. Work in progress, finished goods and merchandise are com- bined into one item due to production conditions in the chemical industry. Services in progress mainly relate to services not invoiced as of the balance sheet date. 12,166 11,223 Inventories 118 102 Cost of sales included inventories recognized as an expense amounting to €29,643 million in 2019, and €30,176 million in 2018. The amount of €1,122 million was recognized in profit or loss for the discontinued construction chemicals business in 2019, and €1,109 million in 2018. Advance payments and services in progress 4 Consolidated Financial Statements Notes Derivatives with positive fair values 224 275 165 Loans and interest receivables Noncurrent 5 Overviews Current December 31, 2018 December 31, 2019 Million € Other receivables and miscellaneous assets Receivables and miscellaneous assets 18 Noncurrent Additions 8,507 3,541 Long-term securities Other shareholdings Million € Other financial assets a This item also includes effects on earnings from the discontinued oil and gas business in the amount of €99 million until reclassification to the disposal group as of September 30, 2018. Net carrying amount as of December 31 Other financial assets Currency effects 14 (10) (2,571) (1,573) (282) (18) 15,008 Transfersa Disposals 55 2,203 7,742 December 31, 2019 501 3,379 December 31, 2019 December 31, 2018 Raw materials and factory supplies Work in progress, finished goods and merchandise Million € Inventories The exception made by IAS 2 for traders is applied to the measure- ment of precious metals. Accordingly, inventories held exclusively for trading purposes are measured at fair value less costs to sell and recognized in the precious metal trading item (carrying amount as of December 31, 2019: €977 million; as of December 31, 2018: €780 million) under miscellaneous current assets. All changes in value are immediately recognized in the statement of income. December 31, 2018 Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or the fair value of the sales products, which are based on the net realiz- able values, is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. 570 636 117 135 453 In addition to direct costs, cost of conversion includes an appro- priate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Right-of-use miscellaneous equipment (7) (15) Both movable and immovable fixed assets are principally depre- ciated using the straight-line method. The estimated useful lives and depreciation methods of property, plant and equipment are based on historical values, plans and estimates. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. BASF began applying the new standard IFRS 16 - Leases as of January 1, 2019. As lessee, BASF generally recognizes for all leases right-of-use assets and lease liabilities in the balance sheet at the present value of financial commitments entered. For more information on first-time application of IFRS 16, see Note 1.2 IFRS 16 - Leases on page 201 and for more information on leases, see Note 28 from page 279 onward Impairments to property, plant and equipment are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. An impairment is recognized for the difference between the carrying amount and the recoverable amount. If the reasons for an impair- ment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or cost less depreciation. The weighted average depreciation periods of continuing operations were as follows: Expenditures related to the scheduled maintenance of large-scale plants are capitalized separately and depreciated using the straight- line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets if an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. Weighted average depreciation in years Miscellaneous equipment and fixtures a Including capitalized rights of use through application of IFRS 16 2019a 2018 17 22 Buildings and structural installations Machinery and technical equipment 11 The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Accounting policies BASF Report 2019 (688) Disposals of intangible assets amounting to €294 million were largely attributable to the derecognition of fully amortized assets. The sale of shares in the Aguada Pichana Este concession in Argentina and the divestiture of the production site for styrene butadiene-based paper dispersions in Pischelsdorf, Austria led to a €6 million disposal of goodwill. 242 About This Report 1 To Our Shareholders Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully expensed in the year of acquisition. 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Notes Transfers to disposal groups related mainly to the reclassification of intangible assets from the oil and gas business as of Septem- ber 30, 2018 and, to a lesser extent, from the paper and water chemicals business to the disposal groups. In 2018, additions to accumulated amortization contained impairments of €4 million. This mainly pertained to impairments of non-strategic know-how, patents and production technologies in the Functional Materials & Solutions segment and, to a lesser extent, to the amortization of unused software licenses and discontinued IT projects. Reversals of impairments of €2 million included in additions to accumulated amortization had a countereffect. These related primarily to distribution rights in the Functional Materials & Solutions segment and to a higher valuation of emissions rights due to increased fair market values. Until September 30, 2018, they also included amortization of rights belonging to the Oil & Gas segment in the amount of €29 million, which were amortized in accordance with the unit of production method. 15 Property, plant and equipment 3 Corporate Governance a Including licenses to such rights and values 11 7 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Development of property, plant and equipment including right-of-use assets arising from leases in 2019 Million € Machinery and 2 Management's Report Right-of-use machinery and Land landa Buildings Right-of-use buildingsa technical equipment technical equipmentª Right-of-use 6 To Our Shareholders About This Report The decrease in weighted average depreciation periods for buildings and structural installations resulted primarily from the addition of lease assets in accordance with IFRS 16. BASF Report 2019 243 About This Report 1 To Our Shareholders 2 Management's Report 1 3 Corporate Governance 5 Overviews Notes Borrowing costs: If directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the process necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. The borrowing costs were calculated based on a rate of 1.5% (previous year: 1.5%) and adjusted on a country-specific basis, if necessary. All other borrowing costs are recognized as an expense in the period in which they are incurred. Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and released over the underlying period. 244 BASF Report 2019 4 Consolidated Financial Statements (3) December 31, 2018 9,211 479 954 81 222 124 Changes in the scope of consolidation 2,301 Additions 49 168 14 85 Disposals (173) 279 (5) As of January 1, 2018 9,211 (35) (1,722) Currency effects (15) 21 52 Accumulated amortization 5 As of December 31, 2018 4,038 1,839 4,575 152 553 201 16,554 (72) (26) As of December 31, 2018 2,043 376 1,046 94 255 24 0 Net carrying amount as of 1,995 1,463 3,529 58 298 3,814 (1) 4 9 Transfers 0 (1) (277) (1) Transfers to disposal groups 1 (370) (13) (26) (128) Currency effects 6 4 (151) 121 Additions 2019 Net defined benefit liability as of December 31 of which defined benefit assets (7,560) (66) (7,371) 123 63 provisions for pensions and similar obligations 7,683 7,434 The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is based on the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual assets is held. Liability-driven investment (LDI) techniques, such as hedging the risk of changes in interest rates and inflation, are used in some pension plans, especially for U.K. and U.S. plans. BASF Report 2019 257 About This Report 1 To Our Shareholders 2 Management's Report BASF's employer contributions in 2019 totaled €463 million, including a special contribution to BASF Pensionstreuhand e.V. in the amount of €300 million. Through continuous monitoring of financing requirements of its pension plans, BASF always strives to achieve the necessary yields to fill financing gaps over the course of time. Company contributions for 2020 are currently expected to be around €250 million. Effects from plan settlements resulted in 2019 primarily from the transfer of small benefit entitlements and the corresponding assets from the pension plan in the United States to an external insurer. The standardized return on plan assets is calculated by multiply- ing plan assets at the beginning of the year with the discount rate used for existing defined benefit obligations at the beginning of the year, taking into account benefit and contribution payments to be made during the year. (30) Currency effects Plan assets as of December 31 10 (16) (135) Employer contributions 463 175 3 Corporate Governance 227 Effects from acquisitions and divestitures 360 282 20,863 19,280 Other changes (5) (136) Currency effects 171 4 Consolidated Financial Statements 5 Overviews Notes 2 100 Cash and cash equivalents Total 2 100 exceptions, there is no active market for plan assets in real estate and alternative investments. Plan assets as of the balance sheet date contained securities issued by BASF Group companies with a market value of €2 million in 2019 and €9 million in 2018. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €112 million on December 31, 2019 and €112 million on December 31, 2018. 16 Since 2010, there has been an agreement between BASF SE and BASF Pensionskasse WaG on the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pensionskasse WaG. Beyond this, there were no material transactions between the legally independent pension funds and BASF Group companies in 2019 or 2018. Current funding situation of the pension plans as of December 31 Million € 2019 2018 Defined benefit obligation Pension assets Pension assets Unfunded pension plans Funded pension plans 2,373 The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) as well as corporate and government bonds. Government bonds primarily relate to bonds from countries with the highest credit ratings, such as the United States, the United Kingdom, Germany and Switzerland. Corporate bonds mainly The funding of the plans was as follows: comprise bonds from creditworthy debtors, although particular high-yield bonds are also held to a limited extent. In connection with the continuous monitoring of default risk based on a given risk bud- get and on the observation of the development of the creditworthi- ness of issuers, the plan asset allocation may be adjusted in the case of a revised market assessment. Alternative investments largely comprise investments in private equity, absolute return funds and senior secured loans. Other changes 18 4 Structure of plan assets % Equities 2019 2018 29 25 Debt instruments Alternative investments 47 of which for government debtors 17 16 for other debtors 30 37 Real estate 4 53 2,575 Explanations regarding plan assets 73 assets United States 3,777 3,745 2,483 2,448 (1,294) (1,297) Plan settlements 21 Employer contributions 463 175 Switzerland 1,845 1,953 1,792 (1,043) 2,128 (32) 137 Net defined benefit liability as of January 1 (7,371) (6,223) 2019 2018 2019 2018 2018 Standardized return on plan assets 1,838 389 Current service cost (380) (384) Germany 19,995 18,406 13,879 12,621 (6,116) (5,785) Deviation between actual and standardized return on plan Past service cost 422 (53) (115) Interest cost 640 (172) (166) Effects from acquisitions and divestitures (442) (92) Deviation between actual and standardized return on plan assets 2,128 (1,043) 723 Total (7,371) Past service cost Actuarial gains/losses of the defined benefit obligation (2,803) 63 Plan settlements (198) Benefits paid by unfunded plans 28,423 26,651 20,863 19,280 (7,560) 124 806 Other (542) (553) Employee contributions 45 47 United Kingdom 1,911 1,741 895 1,986 75 (8) Standardized return on plan assets 389 422 Benefits paid (1,013) (913) 1,733 20,648 26,050 28,423 24,076 126 74 140 85 Obligations from sales and purchase contracts 1,261 1,330 (1,280) (131) (15) 1,165 obligations Restructuring measures 121 103 0 (56) warranties and similar Litigation, damage claims, 1,653 (64) 3 (72) (19) 30 654 remediation costs Restructuring measures 141 (16) 116 98 | Employee obligations 1,817 1,374 3 (1,422) (55) 121 (11) 141 Other (163) (71) (1) 462 The decrease in provisions for employee obligations was mainly attributable to lower accruals for variable compensation compo- nents. Total 4,553 1 3,120 (3,020) (301) (82) 4,278 The decrease in provisions for obligations from sales and pur- chase contracts resulted from lower accruals for rebate pro- grams. Other includes interest on noncurrent tax provisions. BASF Report 2019 260 8 74 206 Other 462 220 490 222 Litigation, damage claims, warranties and Total 4,278 2,938 490 4,553 140 18 0 (23) (9) 0 126 similar obligations 3,252 20,863 638 purchase contracts In addition, other provisions also cover expected costs for restora- tion obligations for dismantling existing plants and buildings, rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination from existing production or storage sites and similar measures. If BASF is the only responsible party that can be identified, the provision covers the entire expected obliga- tion. At sites operated together with one or more partners, the pro- vision generally covers only BASF's share of the expected obligation. The amount of the provision is determined based on the available technical information on the site, the technology used, legal regula- tions, and official requirements. The calculation accounts for expected significant changes in obligations. Provisions for restructuring measures include severance payments to departing employees or similar personnel expenses as well as expected costs for site closures, including the costs for demolition and similar measures. Provisions are recognized for these expenses when the relevant measures have been planned and announced by management. Provisions for employee obligations primarily include variable compensation including associated social security contributions, as well as obligations for granting long-service bonuses and anniver- sary payments. Provisions for long-service and anniversary bonuses are predominantly calculated based on actuarial principles. Provisions for obligations from sales and purchase contracts largely comprise obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liabilities, sales commissions and expected losses on contracts. Other provisions also cover risks from litigation and claims, provided the criteria for recognizing a provision are fulfilled. In order to deter- mine the amount of the provisions, the company takes into consid- eration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. Actual costs can deviate from these estimates. For more information, see Note 26 from page 265 onward Provisions for litigation, damage claims, warranties and similar obligations contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate (2019: 1.5%; 2018: 1.5%) used for calculating noncurrent provisions. Financing costs related to unwinding the discount of provisions in subsequent periods are shown in other financial result. 259 BASF Report 2019 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Provisions for environmental protection and remediation costs are recognized for expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. Accounting policies 23 Other provisions 19,280 20,863 26,651 19,280 Defined contribution plans and government pensions The contributions to defined contribution plans recognized in income from operations amounted to €332 million in 2019 and €314 million in 2018. Contributions to government pension plans were €627 million in 2019 and €634 million in 2018. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe) acquired through private placements with a market value in the amount of €193 million as of December 31, 2019, and €394 million as of December 31, 2018. For such securities, especially those held by domestic pension plans, there is no active market. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. With only a few Other provisions Total 258 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes BASF Report 2019 Million € Of which current The following table shows the development of other provisions by category. Other changes include reclassifications to disposal groups, changes in the scope of consolidation, divestitures, currency effects January 1, 2019 Additions 86 15 Unwinding of discount Utilization Releases Other changes Restoration obligations December 31, 2019 (4) (21) 77 Obligations from sales and 1,165 1,161 1,261 1,253 1 Environmental protection and 1,467 1,257 and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. December 31, 2019 December 31, 2018 Of which current 77 86 Restoration obligations 1,817 Development of other provisions in 2019 Million € 654 110 638 127 remediation costs Employee obligations 1,653 Environmental protection and 19,280 Defined benefit obligation Net defined benefit liability 37 34.00 35 Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China 40.00 65 40.00 59 103 105 853 a Partners' equity interest in W & G Transport Holding GmbH and OPAL Gastransport GmbH & Co. KG: 50.03%; voting rights and share of earnings: 49.98% 1,055 22 Provisions for pensions and similar obligations Accounting policies In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. 34.00 178 30.00 99 49.98a 141 Free float 26.67 42 26.67 42 PETRONAS Chemicals Group Berhad, Kuala Lumpur, Malaysia The accounting policies presented in the following relate to defined benefit pension obligations. 40.00 40.00 193 Total Petrochemicals & Refining USA, Inc., Houston, Texas Shanghai Hua Yi (Group) Company, Shanghai, China, and SINOPEC Assets Management Corporation, Bejing, China TODA KOGYO CORP., Hiroshima, Japan 40.00 335 40.00 302 30.00 172 Provisions for pensions are calculated on an actuarial basis in accordance with the projected unit credit method using assump- tions relating to the following valuation parameters, among others: future developments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. Obligations are discounted based on the market yields on high- quality corporate fixed-rate bonds. Similar obligations, especially those arising from commitments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. Actuarial reports are used to calculate the amount of pension provisions. Employees are granted benefits based on defined contribution plans. Effective 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past were frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level are based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA requirements. Additional similar obligations arise from plans that assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans have been closed to new entrants since 2007. In addition, the amount of the benefits for such plans has been frozen. BASF Report 2019 254 About This Report 1 To Our Shareholders United States 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Notes Switzerland The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on plan assets. The pension plans are accounted for as defined benefit plans, as the obligatory minimum pension guaranteed by law under the Swiss Pension Fund Act (BVG) is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligated to make contributions, so that the pension funds are able to grant the minimum benefits guaranteed by law. The pension funds are managed by boards, where employer and employees are equally represented, which steer and monitor the benefit plans and asset allocation. United Kingdom Employees are granted benefits based on a defined contribution plan. The BASF Group also maintains defined benefit plans in the United Kingdom, which have been closed for further increases based on future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. 3 Corporate Governance Million € German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensionstreuhand e.V.; at German Group companies, these benefits are financed primarily via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. Germany BASF Report 2019 253 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent plan, which is financed by employer and employee contributions as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensionskasse WaG. Some of the benefits financed via BASF Pensionskasse VVaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefit plan was closed for newly hired employees at Notes The Group Pension Committee monitors the risks of all pension plans of the Group. In this context, it issues guidelines regarding the governance and risk management of pension plans, particularly with regard to the financing of pension commitments and the portfolio structure of existing plan assets. The organization, responsibilities, strategy, implementation and reporting requirements are docu- mented for the units involved. Economic and legal environment of the plans employees led to a reduction in risk with regard to future benefit levels. The strategy of the BASF Group with regard to financing pension commitments takes into account country-specific supervisory and tax regulations. In some countries, pension benefits were granted for which the employer has a subsidiary liability. Pension benefits in a number of countries include minimum interest guarantees to a limited extent. If the pension fund cannot generate the income needed to provide the minimum guarantee, this must be provided by the employer under the subsidiary liability. To the extent that recourse to the employer is unlikely based on the structure and execution of the pension benefits as well as the asset situation of the pension fund, these plans are treated as defined contribution plans. In some countries - especially in Germany, in the United States, in the United Kingdom and in Switzerland – there are pension obliga- Description of the defined benefit plans tions subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements to cover pension obligations, which are based on actuarial assumptions that differ from those pursuant to IAS 19. Furthermore, there are qualita- tive and quantitative restrictions on allocating plan assets to certain asset categories. This could result in annual fluctuations in employer contributions, financing measures and the assumption of obligations in favor of the pension funds to comply with regulatory requirements. The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of discount rates on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former The following section describes the typical plan structure in the individual countries. Different arrangements may exist, in particular due to the assumption of plans as part of acquisitions; however, these do not have any material impact on the description of plans in the individual countries. Actuarial gains and losses from changes in estimates relating to the actuarial assumptions used to calculate defined benefit obligations, the difference between standardized and actual returns on plan assets, as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. % % December 31, 2019 December 31, 2018 767 41,226 35,932 42,056 36,699 Transfers from other retained earnings increased legal reserves by €66 million in 2019 (2018: €81 million). BASF and LetterOne completed the merger of Wintershall and DEA on April 30, 2019. In this connection, €140 million from the remeasurement of defined benefit plans was reclassified from other comprehensive income to retained earnings. The acquisition of shares in companies that BASF already controls or that are included in the Consolidated Financial Statements as a joint arrangement is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no material transactions of this type in 2019, as in the previous year. By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized to buy back shares until May 11, 2022, in accordance with sec- tion 71(1) no. 8 of the German Stock Corporation Act (AktG). The buyback cannot exceed 10% of the company's share capital at the Payment of dividends time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public invitation to the shareholders to submit sales offers. This authorization has not been exercised to date. Reserves and retained earnings Capital reserves include effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. In accordance with the resolution of the Annual Shareholders' Meeting on May 3, 2019, BASF SE paid a dividend of €3.20 per share from the retained profit of the 2018 fiscal year. With 918,478,694 qualifying shares, this represented total dividends of €2,939,131,820.80. The remaining €43,303,300.12 in retained profits was allocated to retained earnings. BASF Report 2019 251 About This Report 1 To Our Shareholders 830 Legal reserves Other retained earnings Retained earnings Million € Reserves and retained earnings About This Report 1 To Our Shareholders Plan assets as of January 1 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 2 Management's Report 19 Authorized capital BASF SE has only issued fully paid-up registered shares with no par value. There are no preferential voting rights or other restrictions. BASF SE does not hold any treasury shares. with the approval of the Supervisory Board, to issue, on a one-off basis or in portions on more than one occasion, bearer or registered convertible bonds and/or bonds with warrants, or combinations of these instruments, with or without maturity limitations up to a nominal value of €10 billion until May 11, 2022. The notional interest in the share capital attributable to the BASF shares to be issued in connection with the debt instruments issued under this authoriza- tion may not exceed 10% of the share capital. In accordance with the resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors was authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 million by issuing new shares against contributions in cash or in kind. In principle, shareholders are entitled to a subscription right. However, the Board of Executive Directors is authorized, with the approval of the Supervisory Board, to exclude shareholders' statu- tory subscription rights in the cases specified in the authorizing Authorization of share buybacks resolution. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase. The total shares issued on the basis of the above authori- zation with the exclusion of the shareholders' subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed 10% of the share capital at the time that this authorization comes into effect or - if this value is lower - at the time In this connection, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase will only be carried out to the extent to which holders of convertible bonds, or warrants attached to bonds with warrants issued, exercise their conversion or option rights. This authorization has not been exer- cised to date. of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right, must be credited against the aforementioned ceiling of 10%. This authorization has not been exercised to date. Conditional capital By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized, Capital, reserves and retained earnings 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 5 Overviews Notes 21 Noncontrolling interests Noncontrolling interests Group company WIGA Transport Beteiligungs-GmbH & Co. KG W & G Transport Holding GmbHª, Partner 4 Consolidated Financial Statements Gazprom Germania GmbH, Berlin, Germany BASF India Limited, Mumbai, India BASF PETRONAS Chemicals Sdn. Bhd., Shah Alam, Malaysia BASF TOTAL Petrochemicals LLC, Port Arthur, Texas Shanghai BASF Polyurethane Company Ltd., Shanghai, China BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China Other Total December 31, 2019 Equity interest December 31, 2018 Equity interest OPAL Gastransport GmbH & Co. KGa Million € 3 Corporate Governance To Our Shareholders 20 Other comprehensive income Accounting policies The expenses and income shown in other comprehensive income are divided into two categories: Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes translation adjustments, the measurement of certain securities classified as debt instruments, and changes in the fair value of derivatives held to hedge future cash flows. Items in other comprehensive income that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Remeasurement of defined benefit plans Changes in the value of plan assets reduced other comprehensive income by €393 million in 2019, and by €745 million in the previous year (after taxes). BASF and LetterOne completed the merger of Wintershall and DEA on April 30, 2019. In this connection, €140 million from the remeasurement of defined benefit plans was reclassified from other comprehensive income to retained earnings. For more information on the remeasurement of defined benefit plans, see Note 22 from page 253 onward Unrealized gains/losses from currency translation 2 Management's Report Translation adjustments decreased by €1,264 million year on year. Of that amount, €834 million after taxes related to reclassification of realized gains/losses from divestiture to the income statement (recycling associated with deconsolidation of Wintershall compa- nies). The remaining change resulted primarily from the appreciation of the Russian ruble and the U.S. dollar relative to the euro. Net losses previously recognized in equity were reclassified to the income statement (recycling) in the amount of €36 million due to divestiture. Hedging future cash flows at shareholdings accounted for using the equity method led to unrealized losses of minus €12 million in 2019 and minus €11 million in 2018. For more information on cash flow hedge accounting, see Note 27.4 from page 272 onward Notes BASF Report 2019 252 About This Report 1 Cash flow hedges Other countries 2 Management's Report Actuarial assumptions experience adjustments (7) (139) (recognized in the financial result) Increase by Decrease by Effects from acquisitions and divestitures (802) (374) 0.5 percentage points 0.5 percentage points Other changes (11) 1 2019 2018 2019 131 155 Expenses for pension benefits Sensitivity of the defined benefit obligation as of December 31 Million € Benefits paid (1,086) (1,037) Employee contributions 45 47 Net interest expense from underfunded pension plans and similar obligations Actuarial gains/losses 2018 157 Net interest income from overfunded pension plans (2) (2) for adjustments relating to financial assumptions adjustments relating to demographic assumptions 2,777 239 33 (163) 133 Discount rate (2,214) (1,880) To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Development of plan assets Million € 1 Development of net defined benefit liability Million € Million € 2019 2018 2019 Pension obligations Plan assets For subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Regional allocation of defined benefit plans as of December 31 730 About This Report BASF Report 2019 2,544 2,140 Projected pension increase 1,584 1,190 (1,328) (1,080) An alternative valuation of the defined benefit obligation was performed to determine how changes in the underlying assumptions influence the amount of the defined benefit obligation. A linear extrapolation of these amounts based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. 256 The interest on the net defined benefit liability at the beginning of the year is recognized in the financial result. This is the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the fiscal year are taken into account when determining net interest. Currency effects Defined benefit obligation as of December 31 As of December 31, 2019, the weighted average duration of the defined benefit obligation amounted to 16.7 years (previous year: 15.4 years). 257 237 28,423 26,651 Net interest expense of the respective fiscal year is based on the discount rate and the defined benefit obligation at the beginning of the year. 554 2018 542 2019 2018 2019 2018 2019 2018 2019 2018 Discount rate 1.70 1.90 4.10 3.60 0.90 0.50 2.90 2.60 Projected pension increase 1.50 1.50 3.10 3.10 issue volume of more than 100 million units of the respective currency with a minimum rating of AA- to AA+ from at least one of the following three rating agencies: Fitch, Moody's, or Standard & Poor's. The valuation of the defined benefit obligation is generally performed using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from the BASF Group population and were last updated in 2019 for the pension obligations in Germany and in 2018 for the pension obligations in the United States. BASF Report 2019 255 About This Report 1 To Our Shareholders United Kingdom Switzerland United States Germany 553 A Group-wide, uniform procedure is used to determine the discount rates applied for valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the Assumptions used to determine the defined benefit obligation as of December 31 Germany United States Switzerland United Kingdom 2019 2018 2019 2018 2 Management's Report 2019 2018 Discount rate Projected pension increase 1.10 1.70 3.10 4.10 0.20 0.90 2.20 2.90 1.50 1.50 3.00 3.10 Assumptions used to determine expenses for pension benefits in the respective business year 2019 2018 3 Corporate Governance The valuation of the defined benefit obligation is based on the yields on corporate bonds in the respective currency zones with an following key assumptions: 5 Overviews Defined benefit obligation as of January 1 Current service cost 26,651 26,871 380 384 2019 2018 Past service cost 2018 (137) 222 416 Plan settlements (219) 332 314 4 Consolidated Financial Statements Interest cost 32 2019 The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. (recognized in income from operations) Notes Development of defined benefit obligations Million € Sensitivity analysis Actuarial mortality tables (significant countries) as of December 31, 2019 A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: Germany United States RP-2018 (modified) with MP-2018 generational projection Switzerland Heubeck Richttafeln 2018G (modified) Explanation of the amounts in the statement of income and balance sheet Composition of expenses for pension benefits Million € United Kingdom S1PxA (standard actuarial mortality tables for self-administered plans (SAPS)) Expenses for defined benefit plans Expenses for defined contribution plans Expenses for pension benefits BVG 2015 generational Bond 2018/2048 79 82 1.03% 10,000 JPY 1.025% 3.25% 199 3.27% 200 EUR Bond 2013/2043 737 738 199 3.89% USD USD BASF Finance Europe N.V. 261 266 4.45% 300 USD U.S. private placement series C 2013/2034 4.43% U.S. private placement series A 2013/2025 610 4.11% 700 U.S. private placement series B 2013/2028 4.09% 218 222 3.92% 250 622 1.73% Bond 2018/2033 EUR December 31, 2019 Effective interest rate currency of issue) Currency Nominal value (million, Carrying amounts based on effective interest method Million € Financial indebtedness Continued from previous page Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 0.0% 1 To Our Shareholders About This Report December 31, 2018 3% Bond 2013/2033 EUR Bond 2017/2037 1.625% 96 98 4.24% 160 AUD 4% 750 198 2.96% 200 EUR Bond 2013/2033 2.875% 492 492 500 198 3.15% Breakdown of financial indebtedness by currency 3.625% 2,157 Following year 3 888 935 1,078 Following year 2 6,160 4,558 December 31, 2018 5,509 3,362 Following year 1 12,358 11,283 Pound sterling U.S. dollar Euro December 31, 2019 1,335 1,178 Norwegian krone 309 306 Japanese yen 261 this year 9,559 9,247 Following year 6 and maturities beyond 145 149 December 31, 2019 December 31, 2018 Hong Kong dollar 1,310 Following year 5 163 253 Chinese renminbi 2,105 1,223 Following year 4 1,155 Bond 2016/2020 Million € Million € 174 177 3.69% 200 USD 997 999 0.14% 1,000 EUR Financial indebtedness Liabilities to credit institutions Bonds and other liabilities to the capital market Other bonds Bond 2016/2026 0.75% Bond 2018/2025 EUR 500 0.88% 496 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 262 Maturities of financial indebtedness BASF Report 2019 18,377 2,397 3,240 18,444 15,137 588 608 495 20,841 Continued on next page 0.875% Bond 2017/2032 250 GBP Bond 2017/2022 2.5% 435 444 2.65% 500 USD Bond 2013/2021 1.875% 1,008 1,004 1.47% 1,000 EUR Bond 2013/2020 1.52% variable 293 1.375% 250 GBP 703 726 0.83% 850 USD 1,254 1,253 1.93% 1,250 EUR Bond 2017/2023 Bond 2012/2022 Bond 2018/2022 0.925% 2% 278 300 300 variable Effective interest rate currency of issue) Currency Nominal value (million, Carrying amounts based on effective interest method Million € Financial indebtedness Liabilities 24 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 138 December 31, 2019 December 31, 2018 BASF SE USD 300 EUR Bond 2017/2019 variable 1,252 variable 1,250 EUR 1.06% Bond 2014/2019 750 1.44% 750 EUR Commercial paper 2,549 861 968 1.375% 292 277 Bond 2016/2023 198 198 1.58% 200 EUR Bond 2018/2030 1.5% 494 494 1.625% 500 EUR Bond 2019/2029 0.875% 247 1.01% 250 1.5% Bond 2016/2031 EUR 500 1.450% 296 296 1.57% 300 EUR Bond 2016/2031 2.37% EUR 145 2.37% 1,300 HKD Bond 2016/2031 0.875% 492 493 1.01% 149 BASF Report 2019 Bond 2017/2029 161 0.97% 750 EUR Bond 2017/2025 1.750% 333 350 1.87% 300 GBP Bond 2014/2024 2.5% 498 498 2.60% 500 EUR 746 745 0.875% Bond 2018/2025 162 2.69% 1,600 NOK Bond 2017/2027 0.875% 986 987 2.670% 1.04% EUR Bond 2013/2025 3.675% 146 147 3.70% 1,450 NOK 1,000 139 Million € 18,377 December 31, 2019 taxes by €6 million as of December 31, 2019. An increase in all relevant interest rates by one percentage point would have lowered income before income taxes by €43 million as of December 31, 2018. If the relevant interest rates had changed by one half of a percentage point, the before-tax effect from items designated under hedge accounting would have been an immaterial increase in shareholders' equity as of December 31, 2019 (increase of €1 million applying a 1% change in interest rates). An increase of one percentage point in relevant interest rates in 2018 would have increased shareholders' equity by €5 million. December 31, 2018 Sensitivity Exposure and sensitivity by currency Million € currency as of December 31, 2019 (2018: increase of €33 million applying a 10% increase to the functional currency). This only refers to transactions in U.S. dollars. The foreign currency risk exposure amounted to €3,014 million as of December 31, 2019, and €3,185 million as of December 31, 2018. The sensitivity analysis as of December 31, 2019, was conducted by simulating a 5% and 10% appreciation of the respective functional currency against the other currencies. A 5% appreciation of the respective functional currency would have reduced BASF's income before income taxes by €187 million as of December 31, 2019. A 10% appreciation of the respective functional currency would have resulted in an effect on BASF's income in the amount of minus €356 million. The sensitivity analysis as of December 31, 2018, was conducted using a 10% appreciation of the respective functional currency. It resulted in an effect of minus €373 million as of Decem- ber 31, 2018. The effect from the items designated under hedge accounting would have increased shareholders' equity before income taxes by €19 million applying a 5% increase to the functional currency and by €40 million applying a 10% increase to the functional The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the derivative financial instruments that are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. Foreign currency risks: Changes in exchange rates could lead to losses in the value of financial instruments and adverse changes in future cash flows from planned transactions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in various currencies are used to hedge foreign exchange risks from nonderivative financial instruments and planned transactions. Market risks 27.2 Financial risks Exposure Notes 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 268 BASF Report 2019 When fair value hedge accounting is used, the asset or liability recognized is hedged against the risk of a change in fair value. The hedging instruments used, which often take the form of a derivative, are measured at fair value and changes in fair value are recognized in the statement of income. The carrying amounts of the assets or liabilities designated as the underlying transaction are also measured at fair value through the statement of income. In cash flow hedges, future cash flows and the related income and expenses are hedged against the risk of changes in fair value. To this end, future underlying transactions and the corresponding hedging instruments are designated to a cash flow hedge accounting relationship for accounting purposes. The effective portion of the change in fair value of the hedging instrument, which often meets the definition of a derivative, and the cost of hedging are recognized directly in equity under other comprehensive income over the term of the hedge, taking deferred taxes into account. The ineffective portion is recognized immediately in the income statement. In the case of future transactions that lead to recognition of a nonfinancial asset or a nonfinancial liability, the cumulative fair value changes of the hedge in equity are generally charged against the cost of the hedged item on its initial recognition. For hedges based on financial assets, financial liabilities or future transactions, cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is aligned with the effective date of the future transaction. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of a transaction entered into with the holder of the guarantee. Financial guarantees issued by BASF are measured at fair value upon initial recognition. In subsequent periods, these financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation as of the reporting date. 5 Overviews Financial liabilities at fair value through profit or loss contain derivative financial liabilities. These are likewise measured at the value of the consideration received as the fair value of the liability on the date of initial recognition. Fair value is also applied as a measurement basis for these liabilities in subsequent measure- ment. The option to subsequently measure financial liabilities at fair value is not exercised. Derivative financial instruments can be embedded within other contracts, creating a hybrid financial instrument. If IFRS requires separation, the embedded derivative is accounted for separately from its host contract and measured at fair value. If IFRS 9 does not provide for separation, the hybrid instrument is accounted for at fair value in its entirety. Sensitivity +5% Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. (340) 3,185 (315) (167) 3,014 Total (104) 1,066 (106) Exposure (56) Other Million € (236) 2,119 (209) (111) 1,977 USD +10% +10% 1,037 Interest rate risks: Interest rate risks arise from changes in prevail- ing market interest rates, which can lead to changes in the fair value of fixed-rate instruments and in interest payments for variable-rate instruments. Interest rate swaps and combined interest rate and currency derivatives are used to hedge these risks. The derivatives are presented in Note 27.5. Interest rate risks are relevant to BASF's financing activities but are not of material significance for BASF's operating activities. Financial liabilities measured at amortized cost generally include all financial liabilities, provided these do not represent derivatives. They are generally measured at fair value at the time of initial recognition, which usually corresponds to the value of the consideration received. Subsequent measurement is recognized in profit or loss at amortized cost using the effective interest method. At BASF, for example, bonds and liabilities to banks reported under financial indebtedness are measured at amortized cost. - 266 BASF Report 2019 Financial assets measured at amortized cost include all assets with contractual terms that give rise to cash flows on specific dates, provided that these cash flows are solely payments of principal and interest on the principal amount outstanding in accordance with the cash flow condition in IFRS 9, to the extent that the asset is held with the intention of collecting the expected contractual cash flows over its term. At BASF, this measurement Financial assets at fair value through profit or loss include all financial assets whose cash flows are not solely payments of principal and interest in accordance with the cash flow condition established in IFRS 9. At BASF, derivatives, for example, are allocated to this measurement category. In general, BASF does not exercise the fair value option in IFRS 9, which permits the allocation of financial instruments not to be measured at fair value through profit or loss on the basis of the cash flow condition or the business model criterion to the above category under certain circumstances. _ - The classification and measurement of financial assets is based on the one hand on the cash flow condition (the "solely payments of principle and interest" criterion), that is, the contractual cash flow characteristics of an individual financial asset. On the other hand, it also depends on the business model used for managing financial asset portfolios. Based on these two criteria, BASF uses the following measurement categories for financial assets: Except for financial assets measured at fair value through profit or loss, IFRS 9 requires the recognition of impairments for expected credit losses, independent of the existence of any actual default events and individual impairments if evidence of a permanent need for impairment exists. If this evidence no longer exists, the impair- ment is reversed in the statement of income up to the carrying amount of the asset had the default event not occurred. Impairments are generally recognized in separate accounts. availability of observable market parameters for identical or similar items changes. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If pricing on an active market is available, for example in the form of exchange prices, these are used as the basis for the measurement. Otherwise, the measurement is based on either internal measure- ment models using current market parameters or external measure- ments, for example, from banks. These internal measurements predominantly use the net present value method and option pricing models. These models incorporate, for example, expected future cash flows as well as discount factors adjusted for term and, potentially, risk. Depending on the availability of market parameters, BASF assigns financial instruments' market values one of the three levels of the fair value hierarchy pursuant to IFRS 13. Reassignment to a different level during a fiscal year is only carried out if the About This Report Financial assets and financial liabilities are recognized in the consolidated balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when BASF no longer has a contractual right to the cash flows from the financial asset or when the financial asset is transferred together with all material risks and rewards of ownership and BASF does not have control of the financial asset after it has been transferred. For example, receivables are derecognized when they are definitively found to be uncollectible. Financial liabilities are derecognized when the contractual obligations expire, are discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metals trading, the trade date is used. 27.1 Accounting policies 27 Supplementary information on financial instruments Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. the Second Consolidated Amended Class Action Complaint was ultimately dismissed as of November 18, 2019. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders Financial instruments - 1 To Our Shareholders 3 Corporate Governance The following measurement categories are used for financial liabilities: Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 267 BASF Report 2019 2 Management's Report Impairments on financial assets measured at fair value through other comprehensive income are calculated in the same way as impairments on financial assets measured at amortized cost and recognized in profit or loss. Financial assets at fair value through other comprehensive income include all assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding, in accordance with the cash flow condition in IFRS 9. Furthermore, the assets in this measurement category may not just be held with the intention of collecting the expected contractual cash flows over their term, but also generating cash flows from their sale. At BASF, certain securities that are classified as debt instruments are allocated to this category. BASF does not exercise the option to subse- quently measure equity instruments through other comprehensive income. A decrease in impairment due, for example, to a reduction in the credit risk of a counterparty or an objective event occurring after the impairment is recorded in profit or loss. Reversals of impair- ments may not exceed amortized cost, less any expected future credit losses. Regional and, in certain circumstances, industry-specific factors and expectations are taken into account when assessing the extent of impairment as part of the calculation of expected credit losses and individual impairments. In addition, BASF uses internal and external ratings and the assessments of debt collection agencies and credit insurers, when available. Individual impair- ments are also based on experience relating to customer solvency and customer-specific risks. Factors such as credit insurance, which covers a portion of receivables measured at amortized cost, are likewise considered when calculating impairments. Bank guarantees and letters of credit are used to an immaterial extent. Expected credit losses and individual impairments are only calculated for those receivables that are not covered by insurance or other collateral. Impairments on receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. At BASF, the credit risk of a financial asset is assessed using both internal information and external rating information on the respec- tive counterparty. A significant increase in the counterparty's credit risk is assumed if its rating is lowered by a certain number of notches. The significance of the increase in the credit risk is not reviewed for trade accounts receivable or lease receivables. Furthermore, it is generally assumed that the credit risk for a counterparty with a high credit rating will not have increased significantly. The extent of expected credit losses is determined based on the credit risk of a financial asset, as well as any changes to this credit risk: If the credit risk of a financial asset has increased significantly since initial recognition, expected credit losses are generally recognized over the lifetime of the asset. If, however, the credit risk has not increased significantly in this period, impair- ments are generally only recognized as 12-month expected credit losses. By contrast, under the simplified approach for determining expected credit losses permitted by IFRS 9, impair- ments for receivables such as lease receivables and trade accounts receivable always cover the lifetime expected credit losses of the receivable concerned. Initial measurement of these assets is generally at fair value, which usually corresponds to the transaction price at the time of acquisition. Subsequent measurement effects are recognized in income using the effective interest method. Impairments are recognized for expected credit losses in both initial and subsequent measurement, even before the occurrence of any default event. If the counterparty is considered as having defaulted, individual impairments are generally recognized for the financial assets measured at amortized cost. In addition, an impairment must be recognized when the contractual conditions that form the basis for the receivable are changed through rene- gotiation in such a way that the present value of the future cash flows decreases. category includes trade accounts receivable, as well as receiv- ables reported under other receivables and miscellaneous assets and certain securities. Notes 5 Overviews 4 Consolidated Financial Statements Assets measured at fair value through other comprehensive income are initially measured at fair value, which usually corresponds to the nominal value of the securities allocated to this category at the time of acquisition. Subsequent measurement is likewise at fair value. Changes in the fair value are recognized in other comprehensive income and reclassified to the statement of income when the asset is disposed of. About This Report The variable interest risk exposure, which also includes fixed rate bonds maturing in the following year, amounted to minus €1,414 mil- lion as of December 31, 2019 (2018: minus €4,802 million). An increase in all relevant interest rates by one half of a percentage point would have lowered income before income taxes by €3 million as of December 31, 2019. An increase in all relevant interest rates by one percentage point would have lowered income before income December 31, 2019 8 (12) 3 87 By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valuation of com- modity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. - In the Agricultural Solutions division, the sales prices of products are sometimes pegged to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricul- products and tural commodities are concluded. Crude oil, oil Value at risk Exposure natural gas Value at risk December 31, 2019 Exposure Exposure to commodity derivatives Million € BASF uses value at risk in conjunction with other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. BASF performs value-at-risk analyses for all commodity derivatives and precious metals trading positions. Using the value-at-risk analysis enables continual quantification of market risk and fore- casting of the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. The value-at-risk calculation for precious metals is based on a confidence interval of 99%. BASF uses the variance-covariance approach. The Catalysts division enters into both short-term and long-term purchase contracts with precious metal producers. It also buys precious metals on spot markets from various business partners. The price risk from precious metals purchased to be sold on to third parties, or for use in the production of catalysts, is hedged using derivative instruments. This is mainly performed using forward contracts, which are settled by either entering into offset- ting contracts or by delivering the precious metal. BASF uses commodity derivatives to hedge risks from the vola- tility of raw materials prices. These are primarily options on crude oil, oil products and natural gas. - Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw materials prices. These result primarily from raw materials (for example naphtha, benzene, natural gas, LPG condensate) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: Notes 5 Overviews December 31, 2018 4 Consolidated Financial Statements Precious metals 2 Total 270 BASF Report 2019 BASF promptly recognizes any risks from cash flow fluctuations as part of liquidity planning. BASF has ready access to ample liquid funds from the ongoing commercial paper program and confirmed lines of credit from banks. Liquidity risks For more information on credit risks, see Note 18 from page 249 onward Default and credit risks arise when customers and debtors do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of the counterparties and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of financial obligations stemming from contingent liabilities not to be recognized represents the maximum default risk for BASF. Default and credit risk For more information on BASF's financial risks and risk management, see Opportunities and Risks from page 139 onward The exposure corresponds to the net amount of all long and short positions of the respective commodity category. 112 10 5 362 1 50 0 163 Total Agricultural commodities 1 112 150 Carrying amount of nonderivative interest-bearing financial instruments 3 Corporate Governance 1 To Our Shareholders of which payer swaps Combined interest rate and currency swaps Interest rate swaps Million € Nominal and fair values of interest rate swaps and combined interest rate and currency swaps 5,244 15,597 2,529 15,848 Financial indebtedness 372 of which fixed rate 90 89 Securities 179 Variable interest rate Fixed interest rate Variable interest rate 255 156 Loans Fixed interest rate December 31, 2018 490 2 Management's Report December 31, 2019 December 31, 2018 Nominal Fair About This Report 269 BASF Report 2019 (103) 4,183 60 4,183 (103) 60 4,183 4,183 Fair Nominal (7) (4) 300 (7) 300 (4) 300 value value value value 300 265 311 BASF Report 2019 6 5 Accounts payable, trade 308 230 493 188 Loan and interest liabilities Liabilities from leases Derivatives with negative fair values 1,039 18 Liabilities to credit institutions Current Noncurrent Current Noncurrent December 31, 2019 December 31, 2018 December 31, 2018 December 31, 2019 Million € Secured liabilities 15 Million € 381 43 437 2,343 1,316 Other liabilities that qualify as financial instruments 565 41 398 39 Miscellaneous liabilities 903 91 537 190 136 Secured liabilities 387 75 534 50 166 116 Other liabilities Advances received on orders 2,206 Other liabilities 5 Overviews South African rand 48 69 Indian rupee 44 75 Argentinian peso 89 83 Ukrainian hryvnia 65 54 Brazilian real Other bonds 99 98 Australian dollar 127 123 Turkish lira Between November 2014 and March 2015, a putative class action lawsuit and several additional lawsuits were filed in the United States District Court of the Southern District of New York against BASF Metals Limited (BML), based in the United Kingdom, along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. The lawsuits were consolidated, and a Second Con- solidated Amended Class Action Complaint naming, among others, BASF Corporation, was eventually filed in July 2015 and dismissed on jurisdictional grounds on March 28, 2017. On May 15, 2017, the plaintiffs filed an amended Complaint that renews allegations against defendants and BML, while BASF Corporation is not named as a defendant. The defendants filed a renewed Joint Motion to Dismiss and BML filed a renewed Motion to Dismiss. In 2018 and 2019, no further developments in this proceeding occurred. A pro se complaint filed in September 2015 that was not consolidated into 20,841 88 Notes 74 53 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 263 BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million both as of Decem- ber 31, 2019 and as of December 31, 2018. In addition, BASF SE had an unused credit line of €380 million (2018: €400 million) for the financing of specific research and development activities as of December 31, 2019. Unused credit lines BASF Report 2019 Liabilities to credit institutions rose from €2,397 million as of Decem- ber 31, 2018 to €3,240 million as of December 31, 2019. The weighted average interest rate on loans amounted to 3.8% in 2019 compared with 5.6% in 2018. Kazakhstani tenge Liabilities to credit institutions 20,841 18,377 Total 62 52 Other currencies 43 46 Indonesian rupiah 42 Other bonds consist primarily of industrial revenue and pollution control bonds issued by the BASF Corporation group that were used to finance investments in the United States. Both the weighted average interest rate of these bonds and their weighted effective interest rate amounted to 2.9% in 2019 and 3.0% in 2018. The average weighted residual term amounted to 158 months as of December 31, 2019 (December 31, 2018: 168 months). Liabilities related to social security 4 Consolidated Financial Statements 84 1 1 Collateral granted on behalf of third-party liabilities 2021 50 65 Warranties 2020 75 447 Initiated investment projects Guarantees 6 Bills of exchange 2018 Obligations arising from purchase contracts December 31, December 31, 2019 Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase obligations as of December 31, 2019, were as follows: Obligations arising from purchase contracts Million € Other financial obligations The figures listed below are stated at nominal value: 7 Other financial obligations 4,331 2023 Of the initiated investment projects and guarantees, companies allocated to the disposal groups accounted for €130 million as of December 31, 2019, and €3,649 million as of December 31, 2018. The decline in initiated investment projects is mainly attributable to the disposal of the oil and gas business in 2019. 63 Since the formation of the Wintershall Dea joint venture, BASF SE has continued to provide a guarantee to Abu Dhabi National Oil Corporation covering all obligations of Wintershall Dea Middle East GmbH related to the Ghasha concession in the United Arab Emirates. The guarantee does not stipulate a maximum amount. The risk of a claim being exercised against the guarantee is currently classified as low. BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) agreed to complete a remedial investigation / feasibility study (RI/FS) of the LPRSA. In 2016, the United States Environmental Protection Agency (USEPA) selected a final remedy for the lower eight miles of the LPRSA. In late 2018, USEPA indicated being amenable to the CPG's approach for remediation work in the upper portion of the LPRSA. Completion of the RI/FS occurred in August 2019 and a formal decision from USEPA on a targeted approach for the upper portion of the LPRSA is expected for 2020. BASF Corpo- ration established a provision covering BASF's currently estimated share of the remediation costs. 26 Risks from litigation and claims 68 80 26,462 Total 7,094 Payment and loan commitments and other financial obligations 2025 and maturities beyond this year 19 25 for the purchase of intangible assets 1,318 2024 1,249 1,093 of which purchase commitments 8,280 5,148 4,062 2,681 4,973 25 2022 5 Overviews 35 23 33 13 Other liabilities that do not qualify as financial instruments Other liabilities Miscellaneous liabilities Deferred income 31 53 259 34 462 Contract liabilities Liabilities from precious metal trading positions 262 28 244 25 Employee liabilities Notes Liabilities to credit institutions were secured primarily with registered land charges. Other liabilities include collateral for derivative instruments with negative fair values. As in the previous year, there were no secured contingent liabilities in 2019. 85 58 2 208 155 4 To Our Shareholders 1 About This Report 264 BASF Report 2019 For more information on liabilities arising from leases, see Note 28 from page 279 onward 3 Corporate Governance For more information on financial risks and derivative instruments, see Note 27 from page 266 onward 2 Management's Report The increase in liabilities from leases was mainly attributable to the initial application of IFRS 16. Liabilities from precious metal trading positions rose due to higher market prices for precious metals. Contract liabilities include mainly customer payments enti- tling them to access to licenses over an agreed period of time. The majority of existing contracts have terms of up to seven years. Of the contract liabilities reported as of December 31, 2019, €53 million are expected to be recognized as revenue in 2020. 2,998 705 3,427 1,678 792 268 1,084 362 345 Other liabilities 4 Consolidated Financial Statements 10 Other ness amount statement item Income a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €419 million). Fair value level is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. Hedged transaction b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 27.1 from page 266 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. 16,883 6 Ineffective- 7 Interest operating 10 10 10 (1) n/a income Other liabilities Interest risks 4 300 29,062 0 1,971 Accounts payable, trade 1,971 28,606 134 134 (1) Liabilities from finance leases n/a 134 5,122 5,122 AC 5,122 Derivatives no hedge accounting 531 531 FVTPL 531 Derivatives hedge accounting 7 7 n/a 7 525 7 Other liabilities* Total liabilities 3,031 29,666 AC 4 Foreign currency risks 4 (26) 68 (17) BASF Report 2019 154 165 277 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Hedge accounting effects in 2018 Million € Interest risks Carrying amount of hedging instruments Accumulated amounts for continuing Cash flow hedge reserve Hedging effects recognized income 2,397 in other comprehensive 2,076 4 162 Total n/a income Combined interest/ 138 foreign currency risks Other receivables and miscellaneous assets Other financial 920 (37) 58 (21) 138 4 149 income Commodity price risks 6 0 Other receivables and miscellaneous assets / other liabilities 123 2 4 n/a 2 n/a 2 n/a AC Million € 2,397 22 12 Receivables from finance leases 25 25 n/a 25 Accounts receivable, trade 10,665 10,665 AC 10,665 Accounts receivable, trade. FVTPL Derivatives no hedge accounting Derivatives hedge accounting 252 252 FVTPL 252 251 93 93 n/a 93 92 34 Other receivables and miscellaneous assets FVTPL 453 d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. Amounts reclassified to profit or loss for realized hedging e Fair value was determined based on parameters for which there was no observable market data. f Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. BASF Report 2019 272 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Carrying amounts and fair values of financial instruments as of December 31, 2018 Total carrying amount within scope of Carrying amount application of IFRS 7 Valuation category in accordance with IFRS 9b Fair value Of which fair value level 1° Of which fair value level 2d Of which fair value level 3° Shareholdingsa 453 3,570 1,083 AC 63 Cash and cash equivalents 2,237 2,237 AC 2,237 2,237 Total assets 17,905 15,418 14,999 2,773 440 Bonds 15,895 15,895 AC 16,351 16,351 Commercial paper 2,549 2,549 AC 2,549 Liabilities to credit institutions 63 FVTPL 63 63 1,083 Other receivables and miscellaneous assets 85 85 55 FVTPL 85 85 Securities 13 13 AC 2,397 13 4 4 FVTOCI 4 4 Securities 445 445 FVTPL 445 445 Cash equivalents Securities transactions 20,780 item for recognition Following year 1 381 30 411 187 Following year 2 269 27 296 Right-of-use machinery and 190 38 228 technical equipment +/- Other adjustments that increase/decrease lease liabilities 137 Following year 3 180 21 201 Right-of-use miscellaneous 274 59 333 equipment and fixtures. + Adjustments due to the lease extension option under IFRS 16 (not yet included in operating lease commitments as of December 31, 2018) Gross lease liabilities as of January 1, 2019 excluding finance leases 780 80 Operating lease commitments as December 31, 2018ª 1,338 Million € Dec. 31, 2018 Addition Reclassifi- cation Jan. 1, 2019 - Practical expedients for short-term leases (78) December 31, 2019 - Practical expedients for leases for low-value assets (5) Total assets - Payments for service components of operating lease commitments (124) Lease liabilities Future Interest portion lease payments Right-of-use land 154 228 382 Right-of-use buildings 700 80 Following year 4 118 18 22,098 Total present value of lease liabilities as of January 1, 2019 Total equity and liabilities a Adjusted for the discontinued oil and gas business Equity 36,109 36,109 Lease liabilities 134 1,287 1,421 Total 36,243 1,287 37,530 Lease liabilities as of December 31, 2018, included liabilities from finance leases in accordance with IAS 17, which did not change as of January 1, 2019. Assets previously capitalized through finance leases were reclassified to the new balance sheet items for right-of- use assets. Based on the operating lease commitments as of Decem- ber 31, 2018, the reconciliation to the opening balance for lease liabilities as of January 1, 2019, was as follows: The weighted average incremental borrowing rate used to discount gross lease liabilities was 3.0% as of January 1, 2019. Other effects on the depreciation expense, the interest result, the statement of cash flows and other indicators such as earnings per share are explained in the relevant notes, provided the effects are material. BASF presents the interest component of lease payments in cash flows from operating activities and the repayment portion in cash flows from financing activities. Lease payments under short-term agreements, agreements with low-value assets or variable payments are presented in cash flows from operating activities. Future lease payments as of December 31, 2019 included payments for individual lease contracts from the discontinued construction chemicals business for which associated lease liabilities were trans- ferred to liabilities of the disposal groups in the amount of €3 million. 134 1,421 BASF Report 2019 280 1,318 b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 27.1 from page 266 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. Total Present value of liabilities from finance leases as of December 31, 2018 136 1,455 Following year 5 84 14 98 Right-of-use advanced - Discounting (168) More than 5 years 390 122 IFRS 16 512 | in progress Present value of lease liabilities as of January 1, 2019 excluding finance leases 1,287 Total 1,422 232 1,654 Other property, plant and equipment 20,780 (405) 20,375 payments and construction Income statement Lease liabilities Million € (3) 0 4 7 7 n/a income Other receivables and miscellaneous assets 920 (64) 42 (49) Other financial income 80 96 n/a Other receivables and miscellaneous assets/ other liabilities 88 1 5 n/a 1 1 n/a 92 300 7 Other liabilities Interest of reclassi- Change in fair values for assessing ineffectiveness Recognized ineffectiveness Financial assets Financial liabilities Nominal Balance sheet item value hedging relationships 11 Other receivables and miscellaneous assets 743 5 fication Hedging instrument Hedged transaction Ineffective- ness amount Income statement item Other 8 (31) operating income 5 5 n/a 7 2,051 (61) 55 - Lease liabilities are measured at the present value of the remaining lease payments, taking into account the incremental borrowing rate. · As a general rule, BASF separates non-lease components, such as services, from lease payments. - A right-of-use asset is generally recognized at the same amount as the lease liability. Differences may arise from the lease pay- ments made prior to the provision of the leased asset, less any lease incentives received. - · After capitalization at commencement date, whereby the right-of- use asset is measured at cost, the right-of-use asset is generally depreciated over the lease term using the straight-line method. · A number of leases, particularly for real estate and barges, include extension and termination options. Extension and termination options are taken into account on recognition of the lease liability only if BASF is reasonably certain that these options will be exer- cised in the future. When contract terms are being determined, consideration is given to all facts and circumstances that offer an economic incentive for exercising extension options or not exer- cising termination options. Changes in lease terms arising from the exercise of an extension option or non-exercise of a termina- tion option are only considered when determining lease terms if sufficient certainty exists. Estimates and expectations which are asserted at the commencement date of the lease liability and the right-of-use asset and pertain to future payments not yet deter- mined on the date of provision are assessed continuously during - the lease term. If subsequently improved or changed knowledge influences the expected payment profile over time, the lease lia- bility is remeasured. If an existing lease contract is modified, the lease liability and right-of-use asset must be remeasured, provided the modification changes the payment profile (pursuant to the interest and princi- pal plan) or the scope (either quantitatively or time-related) of use of the asset. The first-time adoption of IFRS 16 at BASF as of January 1, 2019, follows the modified retrospective method, meaning that prior- period information was not restated; this continued to be presented in accordance with IAS 17. First-time adoption did not have any effect on equity. Lease agree- ments that were already in place as of December 31, 2018, were not re-assessed. Existing finance leases were not affected. The application of IFRS 16 increased total assets by around €1.3 billion as of January 1, 2019, due to the addition of right-of- use assets and lease liabilities. BASF Report 2019 279 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Adjusted opening balances as of January 1, 2019 Reconciliation of lease liabilities BASF as lessee Million € - BASF exercises the exemption for lease agreements with a maxi- mum term of 12 months from the date of provision and low-value assets. Low-value assets are generally defined as leased assets worth a maximum of €5,000. With the adoption of IFRS 16, the lessee is no longer required to differentiate between operating and finance leases. As lessee, BASF now accounts for nearly all leases, recognizing right-of-use assets for leased assets and liabilities for lease agreements. The following principles are considered: Lease accounting since January 1, 2019 Assets subject to operating leases were not capitalized. Lease payments were recognized in the income statement in the period they were incurred. (76) 93 109 Combined interest/ 80 foreign currency risks Commodity price risks 1 Total The occurrence of all forecasted transactions was considered to be highly probably at all times during fiscal years 2018 and 2019. Amounts accumulated in the cash flow hedge reserve for com- modity price risks are derecognized against the carrying amount of acquired assets once the hedged transaction occurs. Thus, an immediate reclassification of the amounts recognized in the cash flow hedge reserve to profit or loss does not occur in these cases. BASF Report 2019 278 Adjustments due to About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 28 Leases Leases in which BASF is a lessee mainly relate to real estate and transportation and technical equipment. Leases can be embedded within other contracts. If separation is required under IFRS, the embedded lease is recorded separately from its host contract and each component of the contract is carried and measured in accordance with the applicable regulations. Lease accounting until December 31, 2018 Lease contracts were classified as either operating or finance leases until December 31, 2018. A lease is classified as a finance lease if it transfers all substantial risks and rewards related to the leased asset. Assets subject to a finance lease were capitalized at the lower of the fair value of the leased assets or the present value of the minimum lease payments. A lease liability was recorded in the same amount. The periodic lease payments were divided into principal and interest components. The principal component reduced the lease liability and did not have an effect on earnings. The interest component was reported as an interest expense and increased the lease liability through the unwinding of the discount. Depreciation was recognized over the shorter of the useful life of the asset or the period of the lease. 1 To Our Shareholders a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €467 million). Fair value level is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. A lease is an agreement that conveys the right to control the use an identified asset for a defined period of time in return for a payment. 33 2024 and thereafter 9,922 979 111 2223 30 1,482 2,400 1,470 11,045 Total 20,990 2,394 5,122 399 830 29,735 BASF Report 2019 271 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 65 Notes 175 2023 from derivative financial instruments Miscellaneous liabilities Total 2019 4,860 902 5,122 138 669 11,691 2020 1,557 18 22 50 1,647 2021 1,249 181 22 2022 2,195 139 41 1,207 27.4 Classes and categories of financial instruments For trade accounts receivable, other receivables and miscellaneous assets, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carrying amounts and fair values results primarily from changes in market interest rates. 437 437 FVTPL 437 436 162 162 n/a 162 162 Other receivables and miscellaneous assets 4,192 1,186 AC 1,186 Other receivables and miscellaneous assets 88 88 FVTPL 88 88 Securities 11 11 AC 338 338 FVTPL 338 Carrying amounts and fair values of financial instruments as of December 31, 2019 Million € Shareholdingsa Receivables from finance leases Accounts receivable, trade Accounts receivable, trade Derivatives no hedge accounting Derivatives hedge accounting Total carrying amount within scope of Carrying application of amount IFRS 7 Valuation category in accordance with IFRS 9b Fair value Of which fair value level 1° Of which fair value level 2d Of which fair value level 3° 501 trade 501 34 22 12 23 23 n/a 23 8,755 8,755 AC 8,755 338 FVTPL Accounts payable, Liabilities to credit institutions liabilities to the capital market in the options' time value component, and €36 million was reclassi- fied to profit or loss. BASF is exposed to foreign currency risks due to planned sales in U.S. dollars. To some extent, cash flow hedge accounting is applied using currency options. The average hedging rate in 2019 was $1.1105 per euro and in 2018 $1.1563 per euro. The impact on earnings from designated transactions in 2019 will be recognized in the following year. The decrease in the options' time value compo- nent arising in the amount of €38 million in 2019 was recognized separately in equity as the cost of hedging and resulted in a reduc- tion in equity. The reclassification of the accumulated changes in the time value of options to profit or loss due to the maturity of hedged items had a countering effect in the amount of €35 million. In 2018, minus €33 million was recognized separately in equity as a change are designated as cash flow hedging relationships. Cash flows from these futures and the hedged expected future transactions are generally recognized in profit or loss for the following year. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 276 BASF Report 2019 BASF's planned soy bean procurement is also exposed to commodity price risks. These commodity price risks are hedged with soy bean futures. The contractual conditions for these hedging transactions correspond to the respective hedged item, and some The change in the options' time value is separately recognized in equity and recognized in profit or loss in the year during which the hedged items mature. In 2019, a decrease in fair value of minus €3 million was recognized in equity attributable to shareholders of BASF SE, and €2 million was derecognized, reducing earnings. In 2018, a decrease in fair value of minus €2 million was recognized in equity attributable to shareholders of BASF SE, and €1 million was derecognized, reducing earnings. the risks of the hedged item. Cash flows from the hedging trans- action and hedged item are generally recognized in profit or loss for the following year. (193) (82) About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews The interest rate risk of the variable-rate bonds issued by BASF SE in 2013 was hedged using interest rate swaps, which converted the bonds into fixed-interest rate bonds with a rate of 1.45%. The key terms of the interest rate swap contracts used as hedging instru- ments generally correspond to the contractual elements of the hedged item. The bond and the interest rate swaps were designated as hedge accounting. Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted to euros using cross-currency swaps, as the private placement exposes BASF to a combined interest/currency risk. The hedged interest rate was 4.13% in the fiscal years 2019 and 2018. The hedged foreign exchange rate in both years was $1.3589 per euro. This hedge was designated as a cash flow hedge. The effects of the hedging relationships on the balance sheet, the cash flow hedge reserve, hedged nominal value and ineffectiveness to be determined are presented in the following tables by fiscal year. 16,109 Hedging instrument Recognized ineffectiveness Change in fair values for assessing ineffectiveness of reclassi- fication item for recognition Income statement transactions reclassified to profit or loss for realized hedging Amounts income recognized in other comprehensive Notes Hedging effects Accumulated amounts for continuing hedging relationships 733 Other receivables and miscellaneous assets 18 Nominal value Balance sheet item Financial liabilities Financial assets Foreign currency risks Carrying amount of hedging instruments Million € Hedge accounting effects in 2019 Cash flow hedge reserve 11 27.3 Maturity analysis Derivatives are included using their net cash flows, provided they have negative fair values and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not taken into account. 2,717 1,239 221 31 139 1,630 683 776 101 1,560 9,541 888 101 493 11,023 17,442 3,335 5,087 734 2,245 28,843 Maturities of contractual cash flows from financial liabilities as of December 31, 2018 Million € Liabilities resulting Bonds and other 209 52 212 2,244 Maturities of contractual cash flows from financial liabilities as of December 31, 2019 Million € 2020 2021 2022 2023 2024 2025 and thereafter Total Liabilities resulting Bonds and other liabilities to the capital market Liabilities to credit Accounts payable, institutions trade from derivative financial instruments The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presentation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. Miscellaneous Total 2,483 1,149 5,087 404 969 10,092 1,252 89 146 334 1,821 liabilities Securities d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. 4 463 33 (48) (163) 244 (20) (20) Potential net amount collateral Relating to financial Due to global netting agreements Net amount Amount offset Offset amounts Amounts that cannot be offset 134 103 (116) (57) Potential net amount collateral Relating to financial (163) (163) Due to global netting agreements Amounts that cannot be offset 354 (70) (163) 382 (150) The table "Offsetting of derivative assets and liabilities" shows the extent to which assets and liabilities were offset in the balance sheet, as well as potential effects from the offsetting of derivatives subject to a legally enforceable global netting agreement (primarily in the form of an ISDA agreement) or similar agreement. For positive fair values of combined interest rate and currency swaps, the respective counterparties provided cash collaterals in an amount comparable to the outstanding fair values. of which interest result Financial assets measured at amortized cost Net gains and losses from financial instruments 2018 Million € of which interest result Financial liabilities measured at amortized cost Financial assets at fair value through other comprehensive income of which interest result of which interest result Financial instruments at fair value through profit or loss of which interest result Financial assets measured at amortized cost Million € Net gains and losses from financial instruments 2019 Gains and losses from the valuation of securities recognized in equity are shown in development of income and expense recognized in equity attributable to shareholders of BASF SE on page 195 The net gains and losses from financial instruments shown in the following table comprise the results of valuations, the amortization of discounts, the recognition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instru- ments. The line item financial instruments at fair value through profit or loss contains only gains and losses from instruments that are not designated as hedging instruments in accordance with IFRS 9. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 274 BASF Report 2019 In addition to the offsetting of derivatives presented in the table above, trade accounts receivable were offset against advance payments received on orders that were subject to specific netting agreements with customers, which were included in current other liabilities in 2019. As a result, both balance sheet items were reduced by €647 million. This results in a net amount for trade accounts receivable of €9,093 million (gross amount before offsetting: €9,740 million). The resulting net amount for advance payments on orders is €537 million (gross amount before offsetting: €1,184 million). In 2018, neither trade accounts receivable nor advance payments received were netted. Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receivables and other liabilities at the end of 2019 and 2018 arose from derivatives not subject to any netting agreements as well as from embedded derivatives. These are therefore not included in the table above. 150 (70) Net amount Amount offset AC 5,087 Derivatives no hedge accounting 677 677 FVTPL 677 33 644 Derivatives hedge accounting 4 4 n/a 4 0 4 Other liabilities* 3,004 Total liabilities 28,569 1,558 27,123 AC 1,558 28,308 4 5,087 5,087 Accounts payable, trade. 1,420 Offset amounts 483 264 Gross amount Derivatives with negative fair values Derivatives with positive fair values Offsetting of derivative assets and liabilities as of December 31, 2018 Million € 424 452 Gross amount Derivatives with negative fair values Derivatives with positive fair values Financial instruments at fair value through profit or loss Million € 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 273 BASF Report 2019 f Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. 1,420 n/a Notes of which interest result Offsetting of derivative assets and liabilities as of December 31, 2019 of which interest result e Fair value was determined based on parameters for which there was no observable market data. 1,040 15,461 Commercial paper 861 861 AC 861 Liabilities to credit institutions 3,240 3,240 AC 3,240 Liabilities from leases 1,420 1 6 (39) (186) (110) 56 80 138 (103) 60 (7) 15,461 AC 14,276 14,276 FVTOCI Financial assets at fair value through other comprehensive income 4 Securities 563 563 FVTPL 563 563 Cash equivalents 198 198 (4) FVTPL 198 Cash and cash equivalents 2,229 2,229 AC 2,229 2,229 Total assets 17,501 14,028 3,013 Bonds 198 (7) 14,495 11 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 275 BASF Report 2019 (450) (599) 4 (4) 57 (45) 4 Consolidated Financial Statements 58 (512) (724) 4 4 68 (37) 48 256 (4) Total of which interest result Financial liabilities measured at amortized cost Total 5 Overviews 33 27.5 Derivative financial instruments and hedge accounting 48 13 Notes 18 22 (57) 26 December 31, 2019 Furthermore, cash flow hedge accounting is employed to a minor extent for procuring natural gas, which is likewise exposed to com- modity price risks. Commodity price-based options serve as hedging instruments, for which contract terms are defined to reflect BASF is exposed to commodity price risks in the context of pro- curing naphtha. Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. The main contractual elements of these items are aligned with the charac- teristics of the hedged item. Cash flow hedge accounting was employed for a portion of these hedging relationships in 2019. These transactions were not presented using cash flow hedge accounting in 2018. Cash flows from designated hedging instru- ments and hedged transactions occur in the following year and are also recognized in profit or loss for that year. Cash flow hedge accounting of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Derivative financial instruments December 31, 2018 (44) BASF is exposed to foreign currency, interest rate and commodity price risks during the normal course of business. These risks are hedged using derivative instruments as necessary in accordance with a centrally determined strategy. Hedging is only employed for existing underlying transactions from the product business, cash investments and financing as well as for planned sales, raw material purchases and capital measures. The risks from the hedged items and the derivatives are continually monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. Commodity derivatives The use of derivative financial instruments The fair values of derivative financial instruments are calculated using valuation models that use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. Fair value of derivative instruments To ensure effective risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. Million € Foreign currency derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest rate swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Combined interest rate and currency swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest derivatives Foreign currency forward contracts Foreign currency options 2018 2,927,843 758,255 2019 2,811,447 693,125 Personnel expenses for BASF's "plus" incentive share program totaled €33 million in 2019 and €32 million in 2018. (477,395) (133,466) BASF Report 2019 2,927,843 The free shares to be provided by the company are measured at the fair value on the grant date. Fair value is determined on the basis of the BASF share price, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €68.21 for the 2019 program, and €85.45 for the 2018 program. As of December 31 The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital reserves over the term of the program. (527,170) 3,025,462 The exercisable options had no intrinsic value as of Decem- ber 31, 2019. Newly acquired entitlements. Bonus shares issued 75.18 75.69 285 The stated fair values and the valuation parameters relate to the 2019 and 2018 LTI programs. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preced- ing years, corresponding fair values and valuation parameters were determined/used. Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. The number of options granted amounted to 2,099,028 in 2019 (2018: 2,010,720). As a result of a resolution by the Board of Executive Directors in 2002 to settle option rights in cash, all outstanding option rights under the 2012 to 2019 LTI programs were valued at fair value as of December 31, 2019. A proportionate provision is recognized for programs in the vesting period. The LTI provision increased from €56 million as of December 31, 2018, to €90 million as of Decem- ber 31, 2019, due to higher fair values of the outstanding option rights. No utilization of provisions was recognized in 2019, whereas in 2018 the utilization of provisions in 2018 amounted to €22 million. Expenses resulting from the addition of provisions amounted to €34 million in 2019, while income from the release of provisions was recognized in the amount of €268 million in 2018. Of this amount, €1 million was attributable to the disposal group for the discontinued construction chemicals business in 2019 and €6 million for the discontinued oil and gas business in 2018. BASF incentive share program The "plus" incentive share program was introduced in 1999 and is currently available to employees in Germany, other European countries and Mexico. Simultaneous participation in both the "plus" program and the LTI program is not permitted. Employees who participate in BASF's "plus" incentive share program acquire shares in BASF from their variable compensation. For every 10 BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and 10 years of holding these shares. As a rule, the first and second block of 10 shares entitles the participant to receive one BASF share at no extra cost in each of the next 10 years. The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for a Group company or one year after retirement. The number of free shares to be granted has developed as follows: Number of free shares to be granted Shares As of January 1 Lapsed entitlements About This Report 198.2 To Our Shareholders Total compensation of the Board of Executive Directors Service costs for members of the Board of Executive Directors 3.3 11.5 Compensation of the Supervisory Board Total compensation of former members of the Board of Executive Directors and their surviving dependentsa Pension provisions for former members of the Board of Executive Directors and their surviving dependents Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board a Total compensation of former members of the Board of Executive Directors for 2018 includes compensation for Dr. Kurt Bock before pension benefits in the amount of approximately €1.1 million. The performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. Subject to certain conditions, ROCE is adjusted for special items from acquisitions and divestitures. The conditions for the adjustment of ROCE were not met in 2019. The members of the Board of Executive Directors were granted 185,692 option rights under the long-term incentive (LTI) program in 2019. Market valuation of the option rights of active and former members of the Board of Executive Directors resulted in an expense totaling 18.8 6.3 3.3 % (4.4) Fair value of options granted to the Board of Executive Directors in the fiscal year as of grant date 1 3.7 4.5 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 31 Compensation of the Board of Executive Directors and Supervisory Board Compensation of the Board of Executive Directors and Supervisory Board Million € 14.3 2019 2018 Non-performance-related and performance-related cash compensation of the Board of Executive Directors 13.3 3.2 16.5 Correlation BASF share price: MSCI Chemicals Standard & Poor's 14.19 stable cial indebtedness Noncurrent finan- Current financial indebtedness A1 P-1 A A-1 stable A S-1 stable BASF strives to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. For more information on BASF's financing policy, see the Management's Report from page 55 onward 30 Share price-based compensation program and BASF incentive share program Share price-based compensation program Outlook The BASF Group continued its share price-based compensation program (the long-term incentive (LTI) program) in 2019. The program has been in place since 1999 and approximately 1,100 people, in particular the Board of Executive Directors and senior executives, are currently eligible to participate. It provides for the granting of virtual option rights, which are settled in cash when exercised. Scope Ratings as of December 31, 2018 159.5 Ratings as of December 31, 2019 Moody's Standard & Poor's Noncurrent finan- cial indebtedness Current financial indebtedness Outlook A2 P-1 stable A A-1 stable The contract with Scope Ratings expired at the beginning of Sep- tember 2019 and was not extended by BASF. Moody's 14.44 Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must, for a two-year period from the granting of the option (holding period), hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for the previous year. The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price for BASF shares on the first trading day after the Annual Share- holders' Meeting, which was €68.21 on May 6, 2019. exercise less the nominal value of the BASF share. From the 2013 LTI program onward, right B may only be exercised if the price of the BASF share equals at least the base price. The options granted as of July 1, 2019 may be exercised between July 1, 2021, and June 30, 2027, following a two-year vesting period. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the thresholds must be exceeded. If the other threshold is not exceeded and the option is exercised, the other option right lapses. A participant's maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maxi- mum gain from exercising an option is limited to 10 times the original individual investment for programs from previous years. Option rights are nontransferable and are forfeited if the option holders no longer work for the BASF Group or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared with the conditions applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI program with at least 10% of their actual annual variable compensation. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exercise their option rights four years after they have been granted at the earliest (vesting period). 10.84 Dividend yield % 4.75 4.75 Risk-free interest rate % (0.34) (0.41) Volatility BASF share % 23.43 23.52 Volatility MSCI Chemicals % 20.46 The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price on the option grant date (absolute threshold). The value of right A is the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. If the cumulative percentage performance of BASF shares exceeds the percentage performance of the MSCI World Chemicals IndexSM (MSCI Chemi- cals), right B may be exercised (relative threshold). The value of right B is the base price of the option multiplied by twice the percentage by which the BASF share outperforms the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of € 2018 The 2012 to 2018 programs were structured in a similar way to the 2019 LTI program. The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. BASF Report 2019 284 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Fair value of options and parameters used as of December 31, 2019 LTI program of the year 2019 Fair value €3.0 million in 2019. In 2018, option rights led to income in the amount of €28.5 million. 6.8 For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 159 onward Services provided by the external auditor Million € Annual audit of which domestic Audit-related services of which domestic Tax consultation services of which domestic Other services Total of which domestic The services provided by the external auditor mainly include services for the annual audit and, to a lesser extent, confirmation services, tax consultation services and other services. The line item annual audit relates to expenses for the audit of the Consolidated Financial Statements of the BASF Group, the legally required financial statements of BASF SE and of the subsidiaries and joint operations included in the Consolidated Financial Statements as well as the voluntary audit of subgroups. Fees for other services primarily include project-related audits in connection with regulatory demands as well as other confirmation services. BASF Report 2019 2019 2018 BASF Group companies used the following services from KPMG: 19.7 33 Services provided by the external auditor For more information about defined benefit plants, the division of risk between Group companies, see Provisions for pensions and similar obligations from page 253 onward BASF had obligations from guarantees and other financial obliga- tions in favor of nonconsolidated subsidiaries in the amount of €10 million as of December 31, 2019 (December 31, 2018: €6 million), and in favor of associated companies in the amount of €36 million as of December 31, 2019 (December 31, 2018: €17 million). For more information on off-balance sheet financial obligations in connection with joint ventures, see Note 25 on page 265 Obligations arising from purchase contracts with joint ventures amounted to €4 million as of December 31, 2019, and €3 million as of December 31, 2018. As of December 31, 2019, the present value of outstanding minimum rental payments for an office building including a parking area payable by BASF SE to BASF Pensionskasse WaG for the nonterminable basic rental period to 2029 amounted to €86 million. BASF Report 2019 287 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes There were no reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2019. For more information on subsidiaries, joint ventures and associated companies, see the 2019 BASF Group list of shares held on page 219 For more information on the members of the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 159 onward By contrast, the balance of valuation allowances on trade accounts receivable from associated companies increased by €1 million as of December 31, 2019. Of this amount, €1 million was also recognized as an expense. 21.1 8.2 The annual Declaration of Conformity with the German Corporate Governance Code according to section 161 AktG was submitted by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2019 and is published online. For more information, see basf.com/en/corporate governance 35 Non-adjusting post-balance sheet date events On January 31, 2020, BASF acquired Solvay's polyamide business. As a result of antitrust legal requirements, Domo Chemicals acquired parts of Solvay's polyamide business, including production plants and innovation competencies in the engineering plastics field in Europe. Following these adjustments to the scope of the transac- tion, the purchase price on a cash and debt-free basis and excluding other adjustments totaled approximately €1.3 billion. The acquisition includes eight production sites in Germany, France, China, India, South Korea, Brazil and Mexico, as well as research and develop- ment and technical consultation centers in Asia and the Americas. BASF plans to integrate the acquired polyamide business from Solvay into the Performance Materials and Monomers divisions. BASF acquired seven Solvay companies, which are fully consoli- dated as subsidiaries in BASF's Consolidated Financial Statements as of the closing date of the transaction. From the closing date of the transaction, BASF has included two companies in its Consoli- dated Financial Statements as joint operations. Furthermore, BASF acquired Solvay's assets associated with each business in four countries directly through local BASF companies. At present, it is not yet possible to provide exact data on the transferred assets or debt or on the goodwill resulting from the transaction. As part of the transaction, Solvay's property, plant and equipment totaling approximately €400 million in value as well as intangible assets, primarily technologies, other rights and customer relationships totaling between €600 million and €700 million were transferred to BASF. The receivables and liabilities considered each amount to approximately €225 million and should more or less offset each other. Debt consists primarily of pension obligations in the mid- double-digit million euro range. Based on pending valuations and analyses, goodwill resulting from the transaction is expected in the low triple-digit million euro range. BASF is financing the acquisition within the scope of its usual financing. On February 14/15, 2020, a jury in a U.S. Federal District Court awarded $15 million in compensatory damages against defendants Monsanto Company and BASF Corporation after a trial related to alleged yield losses of a peach farmer in connection with the use of the dicamba herbicide. The jury also found that Monsanto was liable for $250 million in punitive damages. Finally, the jury found that the defendants were acting in a joint venture and conspiracy. Following the jury's decision, the court is considering whether BASF Corpora- tion is also liable for the punitive damages award against Monsanto because of the joint venture finding. BASF intends to use all legal remedies available and will appeal the decision as to compensatory damages and, if applicable, punitive damages. BASF Report 2019 289 Chapter 5 pages 290-300 5 Overviews Ten-Year Summary Glossary and Trademarks 295 291 Declaration pursuant to section 161 of the German Stock Corporation Act (AktG) Notes 34 Declaration of Conformity with the German Corporate Governance Code 5 Overviews 0.7 0.7 0.5 0.5 0.2 0.3 0.1 20.6 22.1 288 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Notes For more information on the compensation of members of the Board of Executive Directors, see the Compensation Report from page 162 onward The balance of valuation allowances on other receivables from nonconsolidated subsidiaries decreased from €76 million as of December 31, 2018, to €23 million as of December 31, 2019. The decrease in both other receivables and other liabilities to joint ventures was due mainly to other finance-related receivables and/or liabilities to Wintershall companies. Associated companies Trade accounts receivable from / trade accounts payable to related parties Million € Nonconsolidated subsidiaries Joint ventures Associated companies Other receivables from liabilities to related parties Million € Nonconsolidated subsidiaries Joint ventures Associated companies 2019 2018 636 530 617 583 Joint ventures 380 Nonconsolidated subsidiaries Sales to related parties 32 Related party transactions A related party is a natural person or legal entity that can exert influence on the BASF Group or over which the BASF Group exercises control, joint control or a significant influence. In particular, related parties include nonconsolidated subsidiaries, joint ventures and associated companies. The following tables show the volume of business with related parties that are included in the Consolidated Financial Statements at amortized cost or accounted for using the equity method. The values include sales, receivables, other receivables, liabilities and other liabilities with respect to the disposal groups and/or dis- continued operations. Since February 1, 2019, following the merger of the paper and water chemicals business with Solenis, the resulting sales, receivables and trade accounts payable as well as other liabilities to the Solenis group have been included in associated companies in the following table. Since May 1, 2019, following the merger of the oil and gas businesses of Wintershall and DEA, the resulting sales as well as receivables and trade accounts payable to Wintershall Dea have been included in joint ventures in the following table. Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating businesses. BASF Report 2019 286 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Million € The outstanding balances toward related parties were generally not secured and settled in cash. 583 December 31, 2019 December 31, 2018 285 247 219 190 80 284 92 432 57 70 345 271 Sales from subsidiaries to BASF Group companies amounted to €233 million in 2019, and €191 million in 2018. Sales from joint ventures to BASF Group companies amounted to €785 million in 2019, and €543 million in 2018. Sales from associated companies to companies in the BASF Group amounted to €811 million in 2019, and €626 million in 2018. Other receivables and liabilities primarily arose from financing activities, from accounts used for cash pooling, outstanding dividend payments, profit and loss transfer agreements, and other finance- related and operating activities and transactions. December 31, 2019 Accounts receivable, trade December 31, 2018 Other liabilities December 31, 2018 193 175 Accounts payable, trade December 31, 2019 136 December 31, 2018 101 80 91 122 75 129 78 54 42 Other receivables December 31, 2019 5 Overviews (99,334) 3 Corporate Governance 134 BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €23 million in 2019 (2018: €25 million). The leased assets pertained primarily to buildings and production facilities. Income from leases for BASF as lessor Million € Income from finance leases of which gains and losses from sales 2019 1 1 financial income from net investment in the lease 0 income from variable lease payments not included in measurement of net investment Income from operating leases 19 of which income from variable lease payments not dependent upon an index or interest rate 18 Total 152 23 24 3 21 BASF as lessor Following year 4 17 2 15 Following year 5 8 1 7 More than 5 years 28 5 Total Following year 3 20 281 1,981 480 393 315 427 the amount of €800 million, as well as the repayment of BASF SE's open finance-related receivables by the Wintershall Dea group and capital decreases at Wintershall Dea GmbH in the total amount of €3.2 billion. In connection with the transfer of the paper and water chemicals business to the Solenis group in the first quarter of 2019, the majority of the purchase price was settled with the contribution of the interest in Solenis UK International Limited (€590 million). The rest of the purchase price (€178 million) was recognized in cash. Payments made for intangible assets and property, plant and equipment amounted to €3,824 million, €70 million lower than in the previous year. Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. Cash and cash equivalents in the amount of €2,455 million reported in the statement of cash flows as of December 31, 2019, consisted of the balance sheet value (€2,427 million) and the values reclas- sified to the disposal groups for the construction chemicals business (€21 million) and the pigments business (€7 million). Cash and cash equivalents in the amount of €2,519 million reported in the state- ment of cash flows as of December 31, 2018, consisted of the balance sheet value (€2,300 million) and the value reclassified to the oil and gas business disposal group (€219 million). As in the previous year, cash and cash equivalents were not subject to any utilization restrictions. For more information on cash flows from acquisitions and divestitures, see Note 2.4 from page 210 onward For more information on the contribution of discontinued operations on BASF's statement of cash flows, see Note 2.5 from page 215 onward In 2019, interest payments comprised interest payments received of €175 million (2018: €162 million) and interest paid of €655 million (2018: €555 million). In the first quarter of 2019, BASF SE transferred securities in the amount of €300 million to BASF Pensionstreuhand e.V., Ludwigshafen am Rhein, Germany. This transfer was not cash effective and therefore had no effect on the statement of cash flows. Cash flows from investing activities included €239 million in payments made for acquisitions (2018: €7,362 million). Payments of €2,600 million were received for divestitures in 2019 (2018: €107 million). Of material significance was the merger of the oil and gas businesses of Wintershall and DEA in the second quarter of 2019. The effects of the deconsolidation of the Wintershall companies and the simultaneous recognition of the equity- accounted interest in Wintershall Dea GmbH offset each other. The only effect on cash was the outflow of cash and cash equivalents in 1,280 BASF Report 2019 2018 Dividends received About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Other Notes 29 Statement of cash flows and capital structure management Statement of cash flows Cash flows from operating activities contained the following payments: Statement of cash flows Million € Income tax payments Interest payments 2019 Reconciliation according to IAS 7 for 2019 Million € 25 28 (13) 2 Income from sublease agreements Expenses for short-term leases (189) Less than 1 year Expenses for leases for low-value assets (7) Gains and losses from sale and leaseback transactions 30 1-5 years More than 5 years Total (216) Total Future minimum payments from operating lease contracts Million € Nominal value of future minimum lease payments Expenses for variable lease payments not included in the measurement of lease liabilities Interest expenses for lease liabilities 4 Consolidated Financial Statements About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Expenses and income in the statement of income from leases for BASF as lessee Million € BASF was also a lessee under operating lease contracts in 2018. The resulting lease commitments totaled €1,482 million in 2018 and became due in the following years: Claims arising from operating leases amounted to €174 million in 2019 (2018: €166 million). There are no material operating leases for property, plant and equipment. Future lease payments to BASF from operating lease contracts Million € 2019 (39) 3 Future Nominal value of future minimum lease payments Liabilities from finance leases Million € Future minimum payments from operating lease contracts included €144 million for companies in the oil and gas disposal group as of December 31, 2018. Future minimum lease payments from subleases based on existing agreements amounted to €10 million in 2018. In 2018, minimum lease payments in the amount of €494 million were included in income from operations. In 2018, conditional lease payments in the amount of €1 million were also included in income from operations. Furthermore, sublease payments in the amount of €4 million were included in income from operations in 2018. December 31, 2018 Minimum lease payments Interest portion Lease liability Following year 1 47 4 43 Following year 2 BASF Schweiz AG entered a five-year rental contract for a building and various parking lots with the sale of the Klybeck site in 2019. Lease liabilities from this sale and leaseback transaction totaled €8 million as of December 31, 2019 and earnings from the trans- action totaled €29 million in 2019. lease payments (as per IFRS 16) 166 Total December 31, 2018 December 31, 2019 (as per IAS 17) December 31, 2018 403 720 Less than 1 year 1-5 years 22 30 120 75 359 More than 5 years 32 61 1,482 174 Financial indebtedness 2,966 Dec. 31, 2018a Financial indebtedness Loan liabilities Lease liabilities 18,032 3,252 56 11 21,351 376 150 7 8 541 BASF currently has the following ratings, which were most recently confirmed by Moody's on November 4, 2019 and by Standard & 124 fair value (35) Changes in Currency effects Dec. 31, 2017 The assets/liabilities from hedging transactions form part of the balance sheet item derivatives with positive or negative fair values and include only those transactions which hedge risks arising from financial indebtedness and financing-related liabilities secured by micro hedges. For more information on receivables and miscellaneous assets, see Note 18 from page 249 onward For more information on liabilities, see Note 24 from page 261 onward For more information on the statement of cash flows, see the Management's Report from page 56 onward Acquisitions/ Non-cash-effective changes Dec. 31, 2018a Capital structure management The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the company's financing policy are to ensure solvency, limit financial risks and optimize the cost of capital. Capital structure management focuses on meeting the require- ments needed to ensure unrestricted access to the capital market and a solid A rating. The capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the com- pany's financial planning. The equity of the BASF Group as reported in the balance sheet amounted to €42,350 million as of December 31, 2019 (Decem- ber 31, 2018: €36,109 million); the equity ratio was 48.7% on December 31, 2019 (December 31, 2018: 41.7%). BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize our debt capital financing conditions. Cash effective in cash flows from financing activities divestitures/ Changes in the scope of consolidation Other effects Reconciliation according to IAS 7 for 2018 Million € 9 35b 65 Total 19,472 131 58 50 303 22,980 a Balances as of December 31, 2018 include contributions reclassified to the disposal group and therefore deviate from balance sheet values. b Includes additions from lease contracts BASF Report 2019 283 About This Report 1 To Our Shareholders 2 Management's Report Loan liabilities 303 1 (120) Assets/liabilities from hedging transactions 134 Poor's on November 13, 2019. Other financing-related liabilities 1,058 (281) 115 (7) 4 889 Financial and similar liabilities 19,590 3,086 131 50 22,915 (118) Other financing-related liabilities primarily comprise liabilities from accounts used for cash pooling with BASF companies not included in the Consolidated Financial Statements. They are reported in miscellaneous liabilities within the balance sheet item other liabilities that qualify as financial instruments. 58 Loan liabilities do not contain any interest components. 18,392 541 122 (140) 2 1 526 134 (399)b (107) 7 452 1,391c 1,478 889 fair value (57) effects 157 (524) Acquisitions/ Cash effective in cash flows from financing activities Only the principal component of lease liabilities is shown in cash flows from financing activities. BASF presents the interest compo- nent of lease payments in cash flows from operating activities. divestitures/ changes in the Non-cash-effective changes effects contracts Dec. 31, 2019a Additions Changes scope of consolidation Currency from lease in 21,351 (2,633) 41 (455) Other 22,915 Lease liabilities Other financing-related liabilities Financial and similar liabilities (1,226) a Balances as of December 31, 2019 and 2018 also include contributions reclassified to the disposal group and therefore deviate from balance sheet values. b Lease payments totaled €441 million in 2019. The principal component in the amount of €399 million is presented in cash flows from financing activities. BASF reports interest payments in cash flows from operating activities; this amounted to €42 million. C This included the effect from the initial application of IFRS 16 in the amount of €1,400 million. BASF Report 2019 282 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 1 The reconciliation according to IAS 7 breaks down the changes in financial and similar liabilities and their hedging transactions into cash-effective and non-cash-effective changes. The cash-effective changes presented above correspond to the figures in cash flows from financing activities. Notes 5 Overviews 20,631 261 About This Report 452 51 (1,226) 1,455 (2,967) (94) 1,455 284 452 Assets/liabilities from hedging transactions 20,680 Total 22,980 (375) (3,342) 261 (49) 51 65 Consolidated Financial Statements 5 Overviews 4 3 Corporate Governance 2 Management's Report Our Targets Our Targets 1 To Our Shareholders About This Report 26 Creation Center: From inspiration to solution in one place 1 ISO 9001 is a standard published by the International Organization for Standardization (ISO) and sets out the requirements for a quality management system. For more information on BASF's Creation Centers, see basf.com/en/creation-center Discover, understand, create this is what we offer our customers with the new Creation Centers. These creative centers bring together our comprehensive materials, design, and - in particular our development expertise in high- performance plastics using the latest visualization technolo- gies. This enables us to address the specific individual needs of our customers and partners, and together transform ideas into tailored products and applications even more quickly. The first Creation Center opened in Mumbai, India, in May 2019. Yokohama, Japan, and Shanghai, China, followed in August 2019. Our fourth Creation Center worldwide opened in Ludwigshafen, Germany, in early 2020. - - success. In July 2019, Jaguar Land Rover (JLR) recognized BASF for the first time with the Customer First Recognition Award in gold for outstanding customer focus. An interdisciplinary team at BASF has supported JLR for many years now with innovative solutions for automotive OEM coatings, including the CathoGuard® 800 RE technology and basecoats to realize the individual color preferences of JLR customers in the premium segment. The award honors partners that demonstrate JLR's principles - personalized, trans- parent, easy to do business with, dependable and make one feel special I which are crucial to the automotive manufacturer's In March 2019, Airbus presented us with our fifth Supply Chain & Quality Improvement award. Airbus highlighted in particular the consistently high delivery reliability and quality of the products NaftosealⓇ and ArdroxⓇ, which we market under the Chemetall brand. Business success tomorrow means creating value for the environ- ment, society and business. We have set ourselves ambitious global targets along our entire value chain. We report transparently on our target achievement so that our customers, investors, employees and other stakeholders can track our progress. The Haier industrial group presented the Golden Magic Cube award to BASF-YPC Company Limited, a 50-50 joint venture between BASF and Sinopec, for the third time in a row in March 2019. The award recognizes, among other things, high product quality, service reliability and a strong customer focus. We again received awards from a number of satisfied customers in 2019. For example, in May 2019 we were named a 2018 General Motors (GM) Supplier of the Year for the fourteenth time since 2002. The award is presented to suppliers who distinguish themselves by meeting performance metrics for quality, execution, innovation and total enterprise cost. GM also recognized us in June with the Sustainability Partner award, the first to be given to a supplier. BASF Report 2019 We want to grow faster than the market and thus be economically successful and profitable. Furthermore, we want to provide answers to the most pressing challenges of our time. To combat climate change and global warming, we have resolved to limit total greenhouse gas emissions from our production sites and our energy purchases to the 2018 level while growing production volumes. In other words, we want to decouple greenhouse gas emissions from organic growth. We have also defined targets for safety for people and the environment, a sustainable product portfolio, responsible procurement, sustainable water manage- ment, engaged employees, and inclusion of diversity. For more information, Status of Target Achievement in 2019 AFFORDABLE AND Customer awards Achieve €22 billion in Accelerator sales4 by 2025 -8.2% ECONOMIC GROWTH GENT WORK AND For more information, see page 49 Increase the dividend per share every year based on a strong free cash flow -11% AND INFRASTRUCTURE see page 47 The objective of these targets is to steer our business into a sustainable future and, at the same time, contribute to the implementation of the United Nations' Sustainable Development Goals (SDGs). We are focusing on issues where we as a company I can make a significant contribution, such as climate protection, sustainable consumption and production, and fighting hunger. 8DECENT WORK AND percentage every year Achieve a return on capital employed (ROCE)² considerably above the cost of capital (Global chemical production: 1.8%) -3% Grow CO2-neutrally until 2030 (Development of carbon emissions compared with baseline 2018) QUSTRY JEWE ECONOMIC GROWTH DECENT NERK AND Increase EBITDA before special items by 3-5% per year DECENT MERKAND Grow sales volumes faster than global chemical production every year Q Our customers' satisfaction is the basis for our business success, which is why quality management is of vital significance for BASF. We strive to continually improve processes and products. This is also reflected in our Global Quality Policy. The majority of our production sites and business units are certified according to ISO 9001. In addition, we also meet industry and customer-specific quality requirements that go beyond the ISO standard. Customer Orientation For more information on the organizational structure of the BASF Group, see page 19 onward For more information on the segments and their divisions, see page 60 onward Flexible Innovations and tailored solutions in close partnership with our customers customers from almost all sectors and countries in the world Around 100,000 Our customers are our number one priority. We want to view everything we do through the lens of customer relevance. BASF supplies products and services to around 100,000 customers¹ from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and medium-sized businesses to end consumers. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Customer Orientation 1 To Our Shareholders thanks to in-depth expertise and wide range of resources About This Report 24 BASF Report 2019 For more information on our strategy, see basf.com/strategy dynamic market, we plan to build an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. We also want to expand our existing joint venture with Sinopec at the Verbund site in Nanjing. ] Sources: UN, IEA, UBS Foresight, BASF per year +20-25% Growing demand for battery materials until 2030 Electromobility: by 2050 8 DECENT WERK AND 24 Quality management Customer focus and customer industry orientation ■ Closer dialog with our customers to increase customer satisfaction We are also pursuing a series of measures that will increase transparency for our customers, enhance customer service and explore joint growth potential. Our comprehensive understanding of value chains and value creation networks as well as our global setup and market knowledge remain key success factors. In 2019, we also worked on an expanded IT-based customer relationship management system. We want to roll out this state-of- the-art, even more user-friendly application in 2020 to help sales employees deliver customer support. To even better understand our customers' needs, we regularly ask them for feedback on our performance. In 2019, we rolled out the Net Promoter SystemⓇ worldwide to establish ongoing, closer dialog with customers and further increase customer satisfaction and customer loyalty. This digital platform creates a framework to learn from feedback and respond quickly. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Customer Orientation 1 To Our Shareholders About This Report 25 ■ BASF puts customers at the center of its decisions and activities 25 BASF Report 2019 1 For more information on the collaboration with HYMER and the BASF materials used in the VisionVenture, see basf.com/en/vision-venture The VisionVenture concept vehicle is a good example of how we create innovations for the future in close partnership with our customers. BASF and HYMER GmbH & Co. KG, Bad Waldsee, Germany, the European market leader for motor homes and campers, show what a campervan could look like in 2025. More than 20 BASF solutions open up entirely new design options and functionalities, including various high-performance plastics, over 100 3D-printed components, a tailored package of mea- sures for preventing noises and vibrations, and a new coating technology. In less than twelve months, HYMER and BASF together turned their ideas and expertise into a near-production concept campervan. The VisionVenture was unveiled to the public in August 2019. BASF and HYMER: Creating innovation together EHYMER D-BASF We aim to put the customer at the center of our decisions and everything we do. Our ability to optimally combine our in-depth expertise with our wide range of resources reflects our ambition to be more than just a supplier. We position ourselves as a solution- oriented system provider. We want to work closely with our partners to develop custom solutions that are both profitable and sustainable. We contribute our expertise to optimize processes and applications together with our customers. We are continually refining our organization to even better meet the different needs of our customers. In 2019, we embedded significant parts of our functional services - including parts of research and development, IT, procurement, human resources and communi- cations into the operating divisions. This makes the operating divisions more agile, enabling them to target specific market demands and differentiate themselves from the competition. We also simplified processes to make the way we work more effective, more efficient and more agile. The objective is to satisfy customer requests in a more focused and targeted way and improve our reac- tion times so that our customers experience a new BASF. - Our diverse portfolio - from basic chemicals to high value-added products and system solutions - means that we are active in many value chains and value creation networks. As a result, we use various business strategies, which we flexibly adapt to the needs of individual industries. These range from cost leadership to tailored, customer-specific solutions for downstream products. This industry orientation is primarily driven forward and enhanced by the divisions. Around half of our business units are oriented toward specific industries. To be the world's leading chemical company for our customers, we want to further strengthen our customer focus throughout the entire organization. This is why we are aligning our business even closer with the needs of our customers. The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. ONOUSTRY OWN see pages 128 to 129 13 MATE 16 M CO 12 RESPONSIBLE CONSUMPTION AND PRODUCTION 8FOWIC GROWTH DECENT WORK AND Have 80% of our suppliers improve their sustainability performance upon re-evaluation Cover 90% of our relevant spend with sustainability evaluations by 2025 -70% For more information, 23% see pages 124 to 125 For more information, ECONOMIC GROWTH EDUCATION DECENT WORK AND 4 QUALITY BASF Report 2019 INSTITUTIONS 16 PEACE JUSTICE 16 AND STRONG EQUALITY GENDER 5 PEACE JUSTICE struts 17 PARTNER FOR THE GOALS People Digitalization Portfolio Operations Innovation Sustainability Action areas sharpen customer focus To reach our goals and be the leading company in the chemical industry for our customers, we are strengthening our performance in innovation and in operations as the leading chemical producer and plant operator. We leverage digital technologies and data to create additional value added for us and our customers. We are embedding sustainability even more deeply into the steering of our business. We want to foster a passion for our customers in all employees. We are expanding our portfolio and refining our organization to better meet customer needs using the power of our Verbund integration. To this end, we have defined six strategic action areas on which will continue to base our activities. [Our strategic action areas] 5 Overviews Consolidated Financial Statements New target for 2030: 30% 4 2 Management's Report Our strategic action areas 1 To Our Shareholders About This Report 27 27 see pages 102 to 104 For more information, 52% 81% see page 127 For more information, 3 Corporate Governance Increase the proportion of women in leadership positions with disciplinary responsibility to 22-24% by 2021 4 Accelerator products are products that make a substantial sustainability contribution in the value chain. 5 We understand relevant spend as procurement volumes with suppliers defined as "relevant." For more information, see page 102 2 Return on capital employed (ROCE) is a measure of the profitability of our operations. We calculate this indicator as the EBIT generated by the segments as a percentage of the average cost of capital basis. 3 Dividend proposed by the Board of Executive Directors 7.7% ECONOMIC GROWTH AND WELL-BEING DECENT WORK AND HEALTH Reduce the worldwide lost-time injury rate per 200,000 working hours to ≤0.1 by 2025 GO CONSUMPT 12 RESPONSIBLE 13 CLIMATE ECONOMIC GROWTH AND BASTRUCTURE AND WELL-BEING (Cost of capital: 10%) DECENT WORK AND 15 QO AND PRODUCTION AND WELL-BENC 12 RESPONSIBLE 3 GOOD HEALTH Reduce worldwide process safety incidents per 200,000 working hours to ≤0.1 by 2025 0.3 see pages 116 to 122 For more information, 14 ON WER 15 Introduce sustainable water management at all production sites in water stress areas and at all Verbund sites by 2030 12 RESPONSIBLE CONSIN For more information, see page 48 (2018: €3.20) 1 For more information on the Sustainable Development Goals (SDGs), see About This Report on page 5 and online at sustainable development.un.org GO W❤ AND PRODUCTION 15 BELOW WATER CON AND SANITATION AND WELL-BEING 14 FE 10 RESPONSIBLE €3.303 CLEAN WATER 79% see pages 109 to 110 For more information, More than 80% of our employees feel that at BASF, they can thrive and perform at their best 35.8% see pages 110 to 111 For more information, 0.3 For more information, see pages 38 to 39 €15.0 billion For more information, see page 13 3 GOOD HEALTH Required reduction of greenhouse gas emissions to achieve the 2°C goal BASF Group companies zettabytes in 2030 Operations Employees Partnerships Financial Innovation 22 22 1 The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. 2 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. For more information, see the Notes to the Consolidated Financial Statements from page 206 onward As the publicly traded parent company of the BASF Group, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also one of the largest operating companies. The majority of Group companies cover a broad spectrum of our business. In the BASF Group Con- solidated Financial Statements, 295 companies including BASF SE are fully consolidated. We consolidate seven joint operations on a proportional basis, and account for 25 companies using the equity method. Corporate legal structure BASF holds one of the top three market positions in around 70% of the business areas in which it is active. Our most important global competitors include Arkema, Bayer, Clariant, Corteva, Covestro, Dow, Dupont, DSM, Evonik, Formosa Plastics, Hunts- man, Lanxess, SABIC, Sinopec, Solvay, Syngenta, Wanhua and many hundreds of local and regional competitors. We expect com- petitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. · Social aspects (such as the U.N. Universal Declaration of Human Rights) Environmental agreements (such as the E.U. Emissions Trading System) - Industry standards - International trade agreements - Legal and political requirements (such as European Union regulations) Global economic environment BASF's global presence means that it operates in the context of local, regional and global developments and a wide range of conditions. These include: Business and competitive environment Agriculture | Consumer goods | Transportation (in each case) Construction | Electronics | Energy and resources | Health and nutrition (in each case) For more information on customers, see page 25; for more information on suppliers, see page 102 onward We work with over 75,000 Tier 1 suppliers² from different sectors worldwide. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of services. Important raw materials (based on volume) include naphtha, liquid gas, natural gas, benzene and caustic soda. Environment About This Report 1 To Our Shareholders 2 Management's Report How We Create Value 40.3 million of electricity demand MWh 14.8 million help us to sharpen our customer focus 6 strategic action areas customers innovative solutions for a sustainable future 100,000 We offer our approximately Research and development expenses of €2.2 billion employees in research and development BASF supplies products and services to around 100,000 customers¹ from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and medium-sized businesses to end consumers. Around 11,000 We create chemistry in equity €42.4 billion Total assets of €87.0 billion Our outputs The overview provides examples of how we create value for our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC).1 Our inputs Our business model How We Create Value 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance for a sustainable future MWh ■ Around 100,000 customers; broad customer portfolio ■ More than 75,000 suppliers <10% Florham Ludwigshafen Antwerp Freeport Selected research and development sites Planned Verbund site Verbund sites Selected sites Regional centers BASF sites We also make use of the intelligent Verbund principle for more than production, applying it for technologies, the market and digitalization as well. Expert knowledge is pooled in our global research divisions. For more information on the Verbund concept, see basf.com/en/verbund elsewhere. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and leverages synergies. The Verbund system is one of BASF's great strengths. We add value by using our resources efficiently. The Production Verbund intelli- gently links production units and their energy supply so that, for example, the waste heat of one plant provides energy to others. Furthermore, one facility's by-products can serve as feedstock chemical complex owned by a single company that was developed as an integrated network. This was where the Verbund principle was originally established and continuously optimized before being implemented at additional sites. BASF has companies in more than 90 countries. We operate six Verbund sites and 361 additional production sites worldwide. Our Verbund site in Ludwigshafen, Germany, is the world's largest Sites and Verbund administration, the service units and the operating divisions. In addition, central, functional and regional structures are being streamlined in the context of the announced portfolio changes. For more information on portfolio changes, see page 42 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report The BASF Group 1 To Our Shareholders About This Report Park Geismar São Paulo BASF Report 2019 10-20% Chemicals and plastics >20% 40% Europe Direct customers BASF sales by industry 2019 Procurement and sales markets €59,316 million Asia Pacific 24% South America, Africa, Middle East 9% Location of customer 27% North America BASF sales by region 2019 Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report The BASF Group 1 To Our Shareholders About This Report 24 21 Zhanjiang Nanjing -Hong Kong Kuantan 5 Overviews of steam demand €328 million invested in environmental protection 3 Corporate Governance 2 Management's Report Corporate Strategy 1 To Our Shareholders About This Report 23 23 bundle partnerships with university research groups 8 Academic Research Alliances since 2000 Involved in U.N. Global Compact Early turnover rate of 1.4% women in leadership positions 23.0% Proportion of transportation incidents with significant impact on the environment 0 Number of lost-time injuries per 200,000 working hours: 0.3 €15.0 billion sales of Accelerator of CO2 prevented by the Verbund and combined heat and power generation 6.4 million metric tons and combined heat and power generation saved by the Verbund 4 Consolidated Financial Statements 5 Overviews Our Strategy Rapid growth in volume of data 456 Digitalization: - Our aspiration is to be the world's leading chemical company and achieve profitable growth. We aim to primarily grow organically and thus are strengthening our customer focus. Our growth strategy is based on investment in strategic growth markets and innovation- driven sectors. The Asian market continues to play a key role here. With a share of more than 40%, China is already the world's largest chemical market and drives the growth of global chemical production. By 2030, China's share will increase to nearly 50% and we want to participate in this growth. To further our growth in this make the best use of available resources and help to overcome challenges. by 2030 ~50% 2020 to 2050 +25% 2020 to 2050 31.6 million MWh energy +100% Driven by the emerging markets Population growth: Share of population aged 60 and over worldwide Demographic change: Global trends provide opportunities for growth in the chemical industry We create chemistry for a sustainable future Corporate purpose Our purpose reflects what we do and why we do it: We create chemistry for a sustainable future. We want to contribute to a world that provides a viable future with enhanced quality of life for everyone. This is why we offer products and solutions that are designed to Today, the world is changing more rapidly than ever before, driven by demographic change and new digital technologies. Our customers in different industries and regions face diverse social and environ- mental challenges due to limited natural resources, climate change and the increasing demands of a growing global population. Chem- istry is key to solving many of these challenges. By combining our unique expertise with our customers' competence, we can jointly develop profitable, innovative and sustainable solutions for these global challenges. [At BASF, we are passionate about chemistry and our customers. To be the world's leading chemical company for our customers, we will grow profitably and create value for society. Thanks to our expertise, our innovative and entrepre- neurial spirit, and the power of our Verbund integration, we make a decisive contribution to changing the world we live in for the better. This is our goal. This is what drives us and what we do best: We create chemistry for a sustainable future. Corporate Strategy China the largest market: Share of global chemical market new patents filed worldwide 1,000 Around sites audited on raw material supplier 81 on leadership skills program feedback Comprehensive apprentices employees worldwide, of which 3,161 117,628 compliance hotlines sustainability standards >50 external 75,000 suppliers 11 Over 152 safety, security, health and environmental protection audits intangible assets equipment and property, plant and invested in €4.1 billion segments 6 operating divisions Climate change: 6 1 The figures in this graphic have been audited within the scope of the relevant sections of the Management's Report in which they appear. from innovations launched in the past five years €10 billion Sales of around in income taxes €0.8 billion €59.3 billion Net income of in sales €8.4 billion Financial Innovation Environment Operations Employees Verbund sites Partnerships countries 06 90 in more than sites worldwide additional production 361 units strategic business 76 Intelligent Verbund system BASF Report 2019 BASF Report 2019 4 For more information on digitalization, see pages 64, 110, 129 and 146 Consolidated Financial Statements Our Customers 3 Corporate Governance 2 Management's Report Value-Based Management 1 To Our Shareholders About This Report 29 29 5 Overviews BASF Report 2019 Wherever our stakeholders encounter our brand, we want to convince them that BASF stands for connectedness, innovation and intelligent solutions, value-adding partnerships, an attractive working environment and sustainability. This contributes to our customers' confidence and to our company value. Our business partners are expected to comply with prevailing laws and regulations and to align their actions with internationally We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with voluntary commitments and monitor our performance in terms of environmental protection, health and safety using our Responsible Care Management System. In terms of labor and social standards, this takes place using three elements: the Compliance Program (including the compliance hotlines, which can be used for internal and external questions or complaints), close dialog with our stake- holders (such as with employee representatives or international organizations), and the global management process to respect international labor norms. - The German Corporate Governance Code - The Responsible Care® Global Charter The OECD Guidelines for Multinational Enterprises - - The Universal Declaration of Human Rights and the two U.N. having a strong brand. Our brand and mission are manifested in our Human Rights Covenants strategy and our corporate purpose "We create chemistry for a sustainable future" - as well as our values. "Connected" describes the essence of the BASF brand. Connectedness is one of BASF's great strengths. Our Verbund concept - realized in production, technologies, the market and digitalization - enables innovative solutions for a sustainable future. The claim "We create chemistry," as stated in the BASF logo, helps us embed this solution-oriented strategy in the public perception. Our brand creates value by helping communicate its benefits for our stakeholders and our values. We are constantly developing our brand image. We regularly measure awareness of and trust in our brand and our company. A global study commissioned by us and conducted worldwide every two years by an independent market research institution again showed in 2018 that, in terms of awareness and trust, BASF is above the industry average in numerous countries. Our goal is to continue increasing awareness of BASF in all of our relevant markets. - Value-Based Management The BASF Group's steering concept Digitalization is an integral part of our business. This creates value added for our customers, grows our business and improves efficiency. We are extensively promoting digital skills among our employees to ensure that the necessary resources are always available to leverage the opportunities of digitalization to the benefit of our customers. 30 30 BASF Report 2019 For more information on the development of these indicators, see Results of Operations from page 47 onward BASF's sustainability targets are generally focused more on the long term. Moreover, as part of the implementation of our strategy, we have decided to also establish short-term steering mechanisms from January 1, 2020, such as incentives within the compensation system to steer the targets "CO2-neutral growth until 2030" and "Achieve €22 billion in Accelerator sales by 2025." Furthermore, we comment on and forecast sales at Group and segment level in our financial reporting as a significant driver for EBIT before special items and thus ROCE. - Capital expenditures (capex) comprise additions to property, plant and equipment excluding additions from acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases. It is used to manage capital employed in the BASF Group. Capex is not just relevant to ROCE management, but also supports our long-term goal to increase our dividend each year based on a strong free cash flow. A company can only create value in the long term if it generates earnings that exceed the cost of the capital employed. This is why we encourage and support all employees in thinking and acting entrepreneurially in line with our value-based management concept. As of 2019, the return on capital employed (ROCE) replaces EBIT after cost of capital as the most important key performance indicator for steering the BASF Group. EBIT before special items is used to steer profitability at Group and segment level. This is calculated by adjusting the EBIT reported in the Consolidated Financial Statements for special items, making it especially suitable for assessing economic development over time. Special items arise from the integration of acquired businesses, restructuring measures, certain impair- ments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. An important part of our value management is the target agreement process, which aligns individual employee targets with BASF's targets. As of 2019, the most important financial performance indicator in the operating units is ROCE. The other units' contribution to value is also assessed according to effectiveness and efficiency on the basis of quality and cost targets. Value-based management throughout the company The cost of capital percentage, which we have integrated into our ROCE target as a comparative figure, is determined using the weighted cost of capital from equity and borrowing costs (weighted average cost of capital, WACC). To calculate a pre-tax figure similar to EBIT, it is adjusted using the projected tax rate for the BASF Group for the business year. In addition, the projected net expense of Other is already provided for by an adjustment to the cost of capital percentage. The cost of equity is ascertained using the capital asset pricing model. Borrowing costs are determined based on the financing costs of the BASF Group. The cost of capital percentage for 2020 is 9% (2019: 10%). The cost of capital basis consists of the operating assets of the segments and is calculated using the month-end figures. Operating assets comprise the current and noncurrent asset items of the segments. These include tangible and intangible fixed assets, investments accounted for using the equity method, inventories, trade accounts receivable, other receivables and other assets generated by core business activities and, where appropriate, the assets of disposal groups. The cost of capital basis also includes customer and supplier financing. To calculate the EBIT of the segments, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other, which are not allocated to the divisions. ROCE is calculated as the EBIT of the segments as a percentage of the average cost of capital basis at each month-end. Calculating ROCE and cost of capital We follow a value-oriented steering concept with our financial targets. As of 2019, we use the return on capital employed (ROCE) instead of EBIT after cost of capital for operational steering as a key target and management indicator for the BASF Group, its operating divisions and business units. As stated in our strategic goals, we aim to achieve a ROCE considerably above the cost of capital percentage every year. The change to ROCE means that the same logic and data is now used for internal management, external communication with the capital markets and variable compensa- tion. This improves the consistency of the indicators used for BASF's value-based management with variable compensation and pension systems, and our shareholders' objectives. We use ROCE as the BASF Group's most important key perfor- mance indicator for measuring economic success as well as for steering the BASF Group and its operating units. EBIT before special items and capex (capital expenditure) are key performance indicators for BASF that have a direct impact on ROCE and as such, support its management. BASF's success as an integrated global chemical company relies on Digitalization For more information on corporate governance and compliance, see page 149 onward About This Report 28 BASF Report 2019 For more information on employees, see page 126 onward We aim to clearly position each business against its relevant competitors and establish a high-performance organization to enable us to be successful in an increasingly competitive market environ- ment. Our people are what will make the implementation of our strategy successful. We rely on the engagement of our employees and give them the tools and skills necessary to be able to offer our customers differentiated and customized products, services and solutions. Our tailored business models and organizational struc- tures ensure that each business unit can optimally serve its market segment. Employees For more information on operations, see page 109 onward We produce safely, efficiently and reliably so that we can deliver products to our customers on spec and on time. We strive to continually improve the reliability and availability of our plants, as well as our agility. Above and beyond this, continuous process improve- ments and effective debottlenecking of our existing asset base are paramount to ensure our competitiveness. 1 To Our Shareholders Operations We are successful in the long term when our products, solutions and technologies add value to the environment, society and the economy. We want to be a thought leader in sustainability, which is why we are increasing the relevance of sustainability in our steering processes and business models. This secures the long-term suc- cess of our company, creates business opportunities and establishes us as a key partner supporting our customers. Sustainability For more information on innovation, see page 31 onward Our ambition is to be the most attractive partner for our customers whenever they are confronted with challenges that can be approached with chemistry. Our research and development compe- tences are industry-leading. We aim to build on and leverage this strength to develop innovations together with our customers. We want to continuously improve our innovation processes so that we can bring products to the market more quickly. Innovation For more information on our organization and the Verbund, see page 19 onward We will sharpen our portfolio and focus our capital allocation toward growth areas. We will focus primarily on organic growth through capital expenditures and innovation. We also make targeted acquisitions where this makes strategic sense and creates value and divest businesses that are no longer a strategic match. Our segment structure creates a high level of transparency regarding the steering of our businesses, the importance of value chains and the role of our Verbund. The physical, technological, market and digital integration of the Verbund is at the core of our portfolio and our strengths. The BASF brand | For more information on the integration of sustainability, see page 36 onward 2 Management's Report Portfolio 4 Consolidated Financial Statements For more information on supplier standards, see page 102 onward 3 Corporate Governance For more information on the Responsible Care Management System, see page 108 For more information on labor and social standards, see page 131 of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) The core labor standards of the ILO and the Tripartite Declaration The 10 principles of the U.N. Global Compact Our standards fulfill or exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: ■ We act according to our values and internationally recognized standards of conduct and review our performance with audits recognized principles. We have established appropriate monitoring systems to ensure this. Entrepreneurial: We focus on our customers, as individuals and as a company. We seize opportunities and think ahead. We take ownership and embrace personal accountability. Responsible: We value the health and safety of people above all else. We make sustainability part of every decision. We are committed to strict compliance and environmental standards. Open: We value diversity, in people, opinions and experience. This is why we foster feedback based on honesty, respect and mutual trust. We learn from our setbacks. Creative: We make great products and solutions for our customers. This is why we embrace bold ideas and give them space to grow. We act with optimism and inspire one another. How we act is critical for the successful implementation of our strategy: This is what our four core values represent – creative, open, responsible, entrepreneurial. They guide our actions and define how we want to work together - as a team, with our customers and our partners. guide our conduct and actions Corporate values 5 Overviews [Global standards Our strategic action areas 918.5 918.5 918.5 918.5 c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see the Notes to the Consolidated Financial Statements from page 204 onward. d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. For more information, see the Notes to the Consolidated Financial Statements from page 204 onward. e Calculated in accordance with German GAAP 918.5 a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. BASF Report 2019 292 918.5 918.5 918.5 2.80 918.5 million 3.30 3.20 3.10 3.00 2.90 About This Report 2.70 2.60 2.50 2.20 € 918.5 1 To Our Shareholders 2012a 3 Corporate Governance 17,241 Property, plant and equipment 14,525 16,554 13,594 15,162 12,537 12,967 12,324 3,030 11,919 12,245 Intangible assets 2019 2018 2017° 2016 2015 2014 2013b 2011 2010 Million € Balance sheet (IFRS) 5 Overviews Ten-Year Summary Consolidated Financial Statements 4 2 Management's Report 12,193 Dividend per share 2,847 19.7 19.2 19.9 27.5 24.6 % Return on equity after tax 4.5 7.1 9.5 8.2 8.7 11.7 11.5 11.0 16.1 14.7 % Return on assets 13.5 14.9d 17.6 18.3 15.1 14.9 14.1 13.9 14.4 13.3 18.9 14.1 2,755 2,664 2,572 2,480 2,388 2,296 2,021 3,899 2,982 3,130 2,808 2,158 5,853 2,939 2,826 3,506 3,737 Number of shares as of December 31 17,966 Dividend Net income of BASF SE Appropriation of profits 7.7 12.0d 15.4 % Return on capital employed (ROCE) 21.6 2,880 16,610 613 23,496 3,078 3,095 4,032 3,714 3,455 3,781 3,883 Other receivables and miscellaneous assets 9,093 10,665 10,801 10,952 9,516 10,385 10,233 9,506 10,886 10,167 Accounts receivable, trade 11,223 12,166 10,303 10,005 9,693 11,266 10,160 9,581 3,494 10,059 3,139 Marketable securities 4,013 14,607 3,264 295 614 Assets of disposal groups 2,427 2,300 6,495 1,375 2,241 1,718 1,827 1,647 2,048 1,493 Cash and cash equivalents 444 344 52 536 21 19 17 14 19 16 3,790 8,688 Inventories 55,960 636 570 606 605 526 540 643 16.3 848 1,953 Other financial assets 15,008 2,203 4,715 4,647 4,436 3,245 4,174 3,459 1,852 1,328 Investments accounted for using the equity method 21,792 20,780 25,258 26,413 25,260 Deferred taxes 1,112 941 1,473 43,335 47,623 50,550 46,270 43,939 38,253 35,259 34,087 34,532 Noncurrent assets 1,112 886 1,332 19,229 1,210 1,498 877 911 561 653 Other receivables and miscellaneous assets 2,887 2,342 2,118 2,513 1,791 2,193 1,006 1,720 17.4 5.64 EBITDA margin 10,526 10,649 11,043 10,432 10,009 11,993 11,131 Income from operations before depreciation and amortization (EBITDA) 8,421 4,707 6,078 4,056 3,987 5,155 4,792 4,819 6,188 4,557 Net income 8,491 4,979 6,352 4,255 4,301 5,492 5,113 5,067 10,765 6,603 8,970d EBIT before special items 6,428 4,084 3,199 3,294 of which property, plant and equipment 4,097 10,735 4,364 7,258 6,013 7,285 7,726 5,263 3,646 5,304 Additions to property, plant and equipment and intangible assets Capital expenditures, depreciation and amortization 4,536 6,281d 7,645 6,309 6,739 7,357 7,077 6,647 8,447 8,138 8,036 6,369 5,074 5,945 70,449 74,326 73,973 72,129 73,497 63,873 Income before income taxes Income from operations (EBIT) Sales Statement of income 2019 2018 2017c 2016 2015 2014 2013b 2012a 2011 2010 5 Overviews Ten-Year Summary Million € Ten-Year Summary Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 57,550 Income after taxes 61,223 59,316 863d 760 Income after taxes from discontinued operations 2,546 4,116d 5,592 Income after taxes from continuing operations 3,302 5,233d 6,882 5,395 5,548 7,203 6,600 5,977 8,970 7,373 4,052 5,974d 7,587 6,275 6,248 7,626 7,160 6,742 8,586 7,761 60,220d 5,742 4,377 4,028 6.74 4.96 € Earnings per share 2019 2018 2017° 2016 2015 2014 2013b 2012a 2011 2010 Key data Million € 5 Overviews Ten-Year Summary Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 291 BASF Report 2019 a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see the Notes to the Consolidated Financial Statements from page 204 onward. d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. For more information, see the Notes to the Consolidated Financial Statements from page 204 onward. 5.25 2,158 5.22 4.34 7,474 7,939 8,785 7,717 9,446 6,958 8,100 6,602 7,105 6,460 Cash flows from operating activities 4.00 5.87 6.44 4.83 5.00 5.44 5.31 Current assets 6.26 5.73 € Adjusted earnings per share 9.17 5.12 6.62 4.42 5.61 1,994d 1,843 1,863 Personnel expenses Annual average At year-end Number of employees 3,408 3,155d 3,586 3,691 3,600 2,770 2,631 2,594 2,618 2,667 4,146 3,750d 4,202 4,251 4,401 3,417 3,272 3,267 3,407 3,370 Depreciation and amortization of property, plant and equipment and intangible assets of which property, plant and equipment 3,842 5,040 109,140 104,043 111,141 110,403 110,782 109,969 1,953 1,884 1,849 1,732 1,605 1,492 Research and development expenses 10,924 10,659 10,610 10,165 9,982 9,224 % 9,285 8,576 8,228 117,628 119,200 122,404 118,371 114,333 115,490 113,830 111,975 113,249 112,644 111,844 112,435 113,292 112,206 8,963 24,861 BASF Report 2019 27,467 Global Product Strategy (GPS) In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. Global Compact Genome editing refers to a series of new molecular biological methods to make specific changes in the genome. Naturally occur- ring processes are used to make small changes to an organism's genes to modify a specific characteristic. Such techniques have great potential for innovative solutions in healthcare, agriculture and industrial applications, for example. Genome editing G Free cash flow is the cash flows from operating activities less payments made for property, plant and equipment and intangible assets. Free cash flow Formulation describes the combination of one or more active sub- stances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effectiveness of various products, such as cosmetics, pharmaceuticals, agricul- tural chemicals, paints and coatings. Formulation F Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. Exploration The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are sustainable water abstrac- tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. The EWS stan- dard came into force at the end of 2011 and was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). European Water Stewardship (EWS) Standard The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. Equity method We define the emerging markets as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh; Central and South America; eastern Europe; the Middle East, Turkey and Africa. Emerging markets The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profitability and environmental compatibility. Eco-Efficiency Analysis The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization as a per- centage of EBITDA. It is calculated as income from operations before depreciation, amortization, impairments and reversals of impairments as a percentage of sales. EBITDA margin Earnings before interest, taxes, depreciation and amortization (EBITDA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and reversals of impairments). EBITDA Earnings before interest and taxes (EBIT): At BASF, EBIT corre- sponds to income from operations. EBIT The Global Product Strategy aims to establish global product stewardship standards and practices for companies. The program aims to improve the safety management of chemical substances and to support governments in the introduction of local chemical regulations. E Global Reporting Initiative (GRI) BASF Report 2019 ISO 27001 ISO 19011 is an international standard developed by the Inter- national Organization for Standardization (ISO) that also serves as a guide for auditing management systems, for example for occupa- tional health and safety, energy, quality and environmental manage- ment. ISO 19011 ISO 14001 is an international standard developed by the Inter- national Organization for Standardization (ISO) that determines the general requirements for an environmental management system for voluntary certification. ISO 14001 ISO 9001 is an international standard developed by the International Organization for Standardization (ISO) that determines minimum requirements for a quality management system for voluntary certifi- cation. ISO 9001 The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. ILO Core Labor Standards The International Financial Reporting Standards (until 2001: Inter- national Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, United Kingdom. The "IAS Regulation" made the applica- tion of IFRSS mandatory for listed companies headquartered in the European Union starting in 2005. IFRS IAS stands for International Accounting Standards. IAS The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health manage- ment. It comprises five components: confirmed occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Health Performance Index (HPI) H ment. The Greenhouse Gas Protocol, used by many companies in different sectors as well as nongovernmental organizations and govern- ments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recom- mendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Institute and the World Business Council for Sustainable Develop- Greenhouse Gas Protocol (GHG Protocol) 5 Overviews Glossary and Trademarks Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 296 The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their eco- nomic, environmental and social activities. ISO 27001 is an international standard developed by the Inter- national Organization for Standardization (ISO) that determines the general requirements for an information security management system for voluntary certification. 5 Overviews Glossary and Trademarks 4 Breakthrough innovations are radically new products, applications, processes, services or business models that have a significant potential competitive advantage and a disruptive effect on the market. They can also be achieved by combining individual innova- tions and existing technologies to create a new, complex system. Breakthrough innovations open up new high-tech fields, markets or industries, generating value added and benefits for society. Breakthrough innovations Biotechnology includes all processes and products that make use of living organisms, such as bacteria and yeasts, or their cellular constituents. Biotechnology A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. Barrel of oil equivalent (BOE) B Associated companies are entities in which significant influence can be exercised over their operating and financial policies and which are not subsidiaries, joint ventures or joint operations. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Associated companies A Glossary and Trademarks 5 Overviews Glossary and Trademarks Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 294 BASF Report 2019 c As of January 1, 2019, tax provisions are no longer reported under other provisions, but under tax provisions and deferred tax liabilities. Figures for 2018 have been restated; no restatement was made for 2017 and earlier. a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 86,950 86,556 78,768 76,496 70,836 C Consolidated Financial Statements Capital expenditures (capex) Carbon management 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 295 BASF Report 2019 An ongoing risk management process to identify and avoid negative impacts on and by a company (for example, through human rights violations in the supply chain). Due diligence The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of the Congo or its bordering countries. The companies must prove that the materials they use do not come from mines in these conflict areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their deriva- tives: columbite-tantalite (coltan), cassiterite, wolframite and gold. Dodd-Frank Act D We understand customers as all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. Customers Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. Compliance BASF's Competency Model is derived from our corporate strategy and our values and translates these into specific day-to-day behavioral standards. It is applicable worldwide, creating a common framework for the conduct of all BASF employees and leaders to enable us to reach our shared goals. The eight competencies are: Drive Innovation, Collaborate for Achievement, Embrace Diversity, Communicate Effectively, Drive Sustainable Solutions, Develop Self and Others, Act with Entrepreneurial Drive, Demonstrate Customer Focus. Competency Model The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be deter- mined individually. This requires a good rating. Commercial paper program CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. CO₂ equivalents The circular economy concept describes the transition away from a linear model of "take-make-dispose" to a system of closed loops powered by renewable energy. Core elements include re-using resources, avoiding waste, using products efficiently, and recycling products at the end of their service life. Circular economy The international nonprofit organization CDP (formerly the Carbon Disclosure Project) analyzes environmental data of companies. The CDP's indexes serve as assessment tools for investors. CDP Carbon management bundles our global activities and a long-term research and development program to reduce our greenhouse gas emissions. The objective is to achieve our climate protection target and set the course for low-carbon chemical production. We define capex as additions to property, plant and equipment excluding additions from acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases. ISO 50001 ISO 50001 is an international standard developed by the Inter- national Organization for Standardization (ISO) that determines the general requirements for an energy management system for volun- tary certification. Joint arrangement BASF Report 2019 A value chain describes the successive steps in a production process: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Value chain V TUIS is a German transport accident information and emergency response system jointly operated by around 130 company fire departments within the chemical industry and specialists. The member companies can be reached by the public authorities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. TUIS Traits are commercial plant characteristics, such as an inherent resistance to certain herbicides or an inherent defense against certain insects. Traits Global initiative of various companies from the chemical industry for the global standardization of supplier evaluations to improve sus- tainability in the supply chain. BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. Suppliers usually work together with other suppliers, which are categorized as Tier 2, Tier 3, etc. based on their role in the value chain. Tier 1 suppliers TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furniture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). TDI The Task Force on Climate-related Disclosures (TCFD) established by the G20 Financial Stability Board promotes the disclosure of information and data relevant to climate change by companies, and develops corresponding recommendations. The objective is to improve market participants' understanding of material climate- relevant risks and enable them to better assess the opportunities and risks of climate change. BASF supports the recommendations and is involved in the work of the Task Force. TCFD T We use Sustainable Solution Steering to review and guide our product portfolio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our products and solutions already comply with sustainability requirements and how we can increase their contribution. Sustainable Solution Steering A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. Steam cracker A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. Spot market (cash market) Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Special items SEEbalance is the SocioEcoEfficiency analysis developed by BASF. It can be used to evaluate and compare the environmental impact, costs and social aspects of products and manufacturing processes. SEEbalanceⓇ makes sustainable development measurable and manageable for companies by combining the three dimensions of sustainability - economy, environment and society - in an integrated product assessment tool. SEEbalance® S 299 Return on capital employed (ROCE) is a measure of the profitability of our operations. This is calculated as the EBIT generated by the segments as a percentage of the average cost of capital basis. The average cost of capital basis corresponds to the operating assets of the segments plus the customer and supplier financing not included there and is calculated using the month-end figures. About This Report To Our Shareholders 300 BASF Report 2019 a Trademarks are not registered/used in all countries. The most important factors leading to water scarcity are low precipi- tation and high water abstraction rates. We previously defined water stress areas as areas in which 60% or more of the water available is used by industry, household and agriculture. From 2019 onward, we will expand our definition of water stress areas in accordance with the new Global Reporting Initiative (GRI) standards. In the future, we will report on water stress areas as regions in which 40% or more of available water is used. Our assessment is based on Aqueduct 3.0 (WRI, 2019). Our sustainable water management goal also takes into account all sites that we defined prior to 2019 as sites in water stress areas in accordance with Pfister et al. (2009), as well as the Verbund sites. Water stress areas We calculate the water consumption of the BASF Group as the sum of evaporation in cooling processes, water content in sales products, and other water use at the sites. Water consumption All other trademarks referred to in the BASF Report are registered trademarks of the BASF Group (identified with the Ⓡ symbol), trademarks pending (identified with the TM symbol), or trademarks used by the BASF Group. Registered trademark of the European Chemical Industry Council Responsible CareⓇ Registered trademark of Bain & Company, Inc. Net Promoter System® Trademark pending of MS Technologies LLC, West Point, Iowa GT27™M Trademarksa - W In the BASF Verbund, production facilities and technologies are intelligently networked, with high-output chemical processes that use energy and resources efficiently. The by-products of one plant serve as feedstock elsewhere, creating efficient value chains - from basic chemicals to high value-added solutions such as coatings or crop protection products. Our Verbund concept realized in production, technologies, the market and digitalization - enables innovative solutions for a sustainable future. Verbund The Value to Society approach was developed by BASF in coopera- tion with external experts to measure and assess in monetary terms the economic, ecological, and social impacts of its business activi- ties along the entire value chain. Value to Society Glossary and Trademarks 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 ROCE Profits generated can be used in two ways: distribution to share- holders or retention within the company. Responsible CareⓇ refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content of gas. One mmBtu (million British thermal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Million British thermal unit (mmBtu) MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of polyurethane. This plastic is used for applications ranging from the soles of high- tech running shoes and shock absorbers for vehicle engines to insulation for refrigerators and buildings. MDI BASF uses a materiality analysis to identify and assess sustainability topics. This takes into account the expectations and demands of external stakeholders, as well as the expertise of members of the Stakeholder Advisory Council and the assessments of our employ- ees from various units. An analysis of various data sources expands on and verifies these findings. Materiality analysis P N M 5 Overviews Glossary and Trademarks Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 297 BASF Report 2019 The long-term incentive program is a share price-based compensa- tion program primarily for senior executives of the BASF Group and members of the Board of Executive Directors. The program aims to tie a portion of the participants' annual variable compensation to the long-term, absolute and relative performance of BASF shares by making an individual investment in the company's stock. Long-term incentive program (LTI) L A joint venture is a joint arrangement in which the parties that have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial Statements. Joint venture A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. Joint operation A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Monitoring system Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and inter- nationally recognized labor standards. MSCI World Chemicals Index The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. Responsible CareⓇ 5 Overviews Glossary and Trademarks Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 298 BASF Report 2019 Renewable raw materials are products made from biomass such as sugars, starches and vegetable oils that are not used as food or feed, but as feedstock or to generate warmth, electricity or fuels. Renewable resources REACH is a European Union regulatory framework for the registra- tion, evaluation, authorization and restriction of chemicals, and was implemented gradually by 2018. Companies are obligated to collect data on the properties and uses of produced and imported sub- stances and to assess any risks. 71,359 REACH Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. Propylene oxide (PO) Process safety incidents (PSI) is a worldwide harmonized industry metric used to report events involving the release of a substance or energy where this exceeds defined thresholds. BASF has used the criteria and reporting thresholds developed by the International Council of Chemical Associations (ICCA) since 2018. Process safety incidents (PSI) The peak sales potential of the Agricultural Solutions pipeline describes the total peak sales generated for individual products in the research and development pipeline. Peak sales are the highest sales value to be expected from one year. The pipeline comprises innovative products that have been on the market since 2019 or will be launched on the market by 2029. Peak sales potential The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a framework for an occupational safety management system. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. OHSAS 18001 NMVOC (nonmethane volatile organic compounds) VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. Naphtha The International Organization for Standardization defines nano- materials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nanoscale. For regulatory purposes, there are additional definitions for nanomaterials worldwide. Nanomaterials R 64,204 62,726 61,175 630 1,010 1,246 1,253 (4,850) (5,939) (5,282) (4,014) (3,521) (5,482) (3,400) (3,461) 314 1,195 42,056 36,699 34,826 31,515 30,120 28,777 26,102 23,708 19,446 15,817 3,115 3,118 3,117 581 3,130 629 919 2,234 2,628 2,467 Tax provisions and deferred tax liabilities 7,683 7,434 6,293 8,209 6,313 7,313 3,727 5,421 3,189 2,778 Provisions for pensions and similar obligations 42,350 36,109 34,756 32,568 31,545 28,195 27,673 25,621 25,385 22,657 853 1,055 761 3,141 3,143 3,165 Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 293 1 To Our Shareholders a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. c As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under the item other receivables and other assets. The 2017 figures have been restated accordingly. 86,950 86,556 78,768 76,496 70,836 71,359 64,204 62,726 61,175 59,393 Assets 30,990 43,221 31,145 25,946 24,566 27,420 25,951 5 Overviews Ten-Year Summary Balance sheet (IFRS) Million € Subscribed capital 3,188 3,203 3,216 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 1,176 2,894 2019 2017 2016 2015 2014 2013b 2012a 2011 2010 Equity Noncontrolling interests Other comprehensive income Retained earnings Capital reserves 2018 27,088 3,420 3,317 4,074 3,545 3,256 4,094 3,985 3,369 756 695 1,119 1,288 1,082 1,079 968 870 1,038 1,140 2,938 3,252 3,229 2,802 2,540 2,844 2,670 2,628 3,210 3,324 5,087 3,767 5,122 2,497 3,362 59,393 Equity and liabilities 16,604 23,329 14,880 15,317 14,236 15,893 14,339 16,710 16,477 15,568 1,034 5,753 1,993 87 195 3,427 2,998 3,064 2,850 2,520 3,564 2,292 2,623 3,036 2,802 5,509 4,971 4,610 4,020 15,015 15,332 15,535 12,545 11,123 11,839 11,151 8,704 9,019 11,670 Noncurrent liabilities Other liabilities Financial indebtedness 1,340 1,301 3,478 3,667 3,369 3,502 3,226 2,925 3,335 3,352 Other provisions 2,280 2,346 2,731 901 1,142 1,111 1,194 4,861 5,153 4,502 5,121 4,738 Current liabilities Liabilities of disposal groups Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade 27,996 3,381 27,118 28,611 25,055 27,271 22,192 20,395 19,313 21,168 1,678 705 1,095 873 869 1,197 29,132 About This Report Together for Sustainability (TFS) Retention Papler aus verantwor- tungsvollen Quellen FSC® C021366 MIX FSC www.fsc.org BASF supports the chemical industry's global Responsible Care initiative. OUR COMMITMENT TO SUSTAINABILITY Responsible Care* basf.com Internet Dr. Stefanie Wettberg, phone: +49 621 60-48002 Investor Relations Thorsten Pinkepank, phone: +49 621 60-41976 Sustainability Relations Jens Fey, phone: +49 621 60-99123 COMC 2002 E Media Relations General inquiries Contact You can find this and other BASF publications online at basf.com Published on February 28, 2020 Further information April 29, 2021 Quarterly Statement Q1 2021 / Annual Shareholders' Meeting 2021 February 26, 2021 BASF Report 2020 October 28, 2020 Quarterly Statement Q3 2020 July 29, 2020 Half-Year Financial Report 2020 Phone: +49 621 60-0, email: global.info@basf.com April 30, 2020 Quarterly Statement Q1 2020 / Annual Shareholders' Meeting 2020 strengthen our portfolio with creative new projects and in this way, reach our growth goals. Classification of relevant portfolio 1, 2 according to the Sustainable Solution Steering method If, during re-assessment of our portfolio, we identify products with substantial sustainability concerns, we classify these as "Challenged." We develop and implement action plans for all products in this category. These action plans include research projects and reformulations to optimize products, or even replacing the product with an alternative. Accelerator products make a substantial sustainability contribution in the value chain. Based on our corporate strategy, we have therefore set ourselves a global target: We aim to make sustain- ability an even greater part of our innovation power and achieve €22 billion in Accelerator sales by 2025. In 2019, we achieved sales of €15.0 billion with Accelerator products (2018: €14.3 billion).² The construction chemicals activities, which are presented as discon- tinued operations, are no longer taken into account. The resulting decline in sales of Accelerator products was however offset by the first-time assessment of the strategically relevant trading business portfolio. At the same time, this first-time segmentation increased sales of Transitioner products. Transparently classifying our products on the basis of their contribu- tion to sustainability enables us to systematically improve them. A significant steering tool for our product portfolio, based on the sustainability performance of our products, is the Sustainable Solution Steering method. By the end of the 2019 business year, we had conducted sustainability analyses and assessments for 96.3% of our relevant portfolio¹ of more than 50,000 specific product applications, accounting for €51.9 billion in sales.2 These consider the products' application in various markets and sectors. New market requirements arise as a result of the continuous develop- ment of new product solutions in the industry or changing regulatory frameworks. This has an effect on comparative assessments, which is why we regularly re-assess our product portfolio. ■ Increase sales from Accelerator products Steering of product portfolio based on sustainability performance For more information on value balancing alliance e.V., see value-balancing.com For more information on our sustainability tools, see basf.com/en/measurement-methods see basf.com/en/value-to-society For more information on this method and the results of Value to Society, We contribute our approach and expertise to debates on assessing the monetary value of the economic, ecological and social impact of business decisions on an ongoing basis. We share our experiences in networks and initiatives such as the Impact Valuation Roundtable. We are also involved in the corresponding standardization processes within the International Organization for Standardization (ISO). In 2019, we founded the value balancing alliance e.V. together with other international companies. With the support of major auditing firms, the Organisation for Economic Co-operation and Develop- ment (OECD), leading universities and other partners, the cross- industry alliance aims to develop an accounting and reporting standard within the next three years that makes the value companies provide to society transparent and comparable. The aim is to present the financial, ecological, and social impacts of business activities in monetary terms on the basis of a standardized, uniform framework. on society and show interdependencies. The results of these assess- ments are helpful in our discussions with stakeholders. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 28.9% 2 Management's Report Integration of Sustainability (2018: 27.4%) (2018: 67.1%) 1 To Our Shareholders About This Report 38 BASF Report 2019 2 Excluding the construction chemicals activities presented as discontinued operations; the figures for 2018 have been adjusted accordingly 1 The relevant portfolio is defined in the Sustainable Solution Steering Manual at basf.com/en/sustainable-solution-steering Significant sustainability concern identified and action plan in development or implementation Specific sustainability issues which are being actively addressed Meets basic sustainability standards on the market Substantial sustainability contribution in the value chain 9.1% 0.1% (2018: 5.5%) (2018: 0.1%) IpaSuejeyo Transitioner Performer Solution Steering Sustainable Accelerator 61.9% 2 Management's Report Integration of Sustainability To Our Shareholders About This Report Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Integration of Sustainability To Our Shareholders 1 About This Report 36 36 BASF Report 2019 For more information on our Value to Society approach, see basf.com/en/value-to-society For more information on the metastudy on sustainability trends, see basf.com/sustainability-trends The societal challenges that we have identified as having an impact on our business, and which we also have impact on, are therefore material within the meaning of the Nonfinancial Statement. We also validate the impacts of our business activities along the value chain with our Value to Society approach. This enables us to quantify positive and negative impacts along the value chain in monetary terms (see page 37). Topics with impacts that cannot be expressed in monetary terms, or only with difficulty (for example, human rights), are included based on expert assessments. Our stakeholders also confirmed the materiality of the nonfinancial topics that the Value to Society approach identified as having an impact along the value chain. Societal challenges Corporate measures to tackle societal challenges extremely high Business units were surveyed to determine the impacts of sustain- ability topics on BASF. The evaluation also took into account the result of an analysis where business units assessed the positive and negative impacts of individual sustainability trends on their business. This analysis was based on a metastudy on sustainability trends. The relevance of these topics for our stakeholders was assessed using a big data analysis, based on external publications. The results were complemented and confirmed by surveys and inter- views with external experts. 5 Overviews 1 In addition to the two climate protection and Accelerator sales targets, we have also set ourselves further sustainability targets on responsible procurement, engaged employees, women in leader- ship positions, occupational health and safety, process safety and water management. Our products, solutions and technologies help to achieve the United Nations' Sustainable Development Goals (SDGs), for example through climate protection measures. We also contribute to other goals, such as No poverty (SDG 1) and Zero hunger (SDG 2), Good health and well-being (SDG 3), and Clean water and sanita- tion (SDG 6). 332 37 BASF Report 2019 We also developed a method together with external experts to perform a monetary assessment of the economic, ecological, and social impacts of our business activities along the value chain - the Value to Society approach. This allows us to compare the signifi- cance of financial and nonfinancial effects of our business activities To achieve this, we need to even better understand how our actions impact society and the environment. We already have many years of experience of this from evaluating our products and processes using methods such as Eco-Efficiency Analysis, the Sustainable Solution Steering portfolio analysis, or BASF's corporate carbon footprint. The methodology of the SEEbalanceⓇ analysis to evaluate the sustainability of different product and process alternatives was enhanced and refined in 2019. The social analysis component now contains two modules, which we use to assess social risks along the value chain and identify negative impacts on the United Nations' Sustainable Development Goals. We want to measure the value proposition of our actions along the entire value chain. We are aware that our business activities have an impact on the environment and society, and so we strive to increase our positive contribution and minimize the negative effects of our business activities. We take advantage of business opportunities by offering our customers innovative products and solutions that contribute to sustainability. We ensure that our business units automatically evaluate and take into account relevant sustainability criteria when they develop and implement strategies, research projects and innovation processes. ■ Cross-industry initiative established to standardize how companies' value contributions are assessed Harnessing business opportunities and measuring value added by sustainability For more information on our material topics, see basf.com/materiality For more information on the organization of our sustainability management, see basf.com/sustainabilitymanagement For more information on our risk management, see pages 139 to 147 For more information on our financial and sustainability targets, see page 27 For more information on compensation structures, see the Compensation Report on page 162 onward We systematically evaluate sustainability criteria as an integral part of decisions on acquisitions and investments in property, plant and equipment or financial assets. In this way, we not only assess economic dimensions, but also the potential impacts on areas such as the environment, human rights or the local community. We also established an external, independent Stakeholder Advisory Council in 2013. Here, international experts from academia and society contribute their perspectives to discussions with BASF's Board of Executive Directors, helping us expand our strengths and address potential for improvement. 2020 (see page 20). From 2020 onward, we will also bundle the global steering of climate-related matters in this unit, such as the coordination of measures to reach our climate protection target. The Board of Executive Directors is regularly informed of the cur- rent status of individual sustainability topics as well as of sustain- ability assessments as part of other business processes (such as investment plans), makes decisions on these with strategic rele- vance for the Group, and monitors the implementation of strategic plans and target achievement. The Corporate Sustainability Board, which is composed of the heads of business, corporate and func- tional units, and regions, supports the Board of Executive Directors on sustainability topics and discusses operational matters. A mem- ber of the Board of Executive Directors serves as chair. We are constantly working to broaden our positive impact on key sustainability topics and reduce the negative impact of our busi- ness activities. The integration of sustainability into core business activities and decision-making processes is steered by the Corpo- rate Development unit, which is part of the Corporate Center as of In 2019, we updated our materiality analysis, which is used to identify and evaluate sustainability topics. Based on this analysis, our material topics include climate and energy, health and safety/ product stewardship, and human rights (see box on page 36). We integrate these material topics into our long-term steering and operational management processes. They are also reflected in the focus areas for our reporting. We continuously monitor and assess emerging sustainability topics so that we can adapt steering and management processes as needed. We help our customers to be more sustainable and develop sustainable solutions to grow our customer relationships and attract new customers. One example of this is the ChemCycling TM project to drive forward chemical recycling of plastic waste and in this way, strengthen the circular economy for plastics (see page 105). We want to promote societal acceptance of our business activities by acting in a responsible, resource-conserving, respect- ful, safe and efficient way. We present the relevance of sustainability topics for our stake- holders and the impact of these topics on our business in a materiality matrix. We selected and clustered key sustainability topics from a list of around 100 potentially relevant topics identified using tools such as the Value to Society approach. 3 Corporate Governance Consolidated Financial Statements A growing need for food, energy and clean water for a booming world population, limited resources and protecting the climate reconciling all these factors is the greatest challenge of our time. Innovations based on chemistry play a key role here, as they contribute decisively to new solutions. Effective and efficient research and development is a pre- requisite for innovation as well as an important growth engine for BASF. We develop innovative processes, technolo- gies and products for a sustainable future and drive forward digitalization in research worldwide. This is how we ensure our long-term business success with chemistry-based solutions for our customers in almost all industry sectors. - Innovation Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders About This Report 40 40 BASF Report 2019 Employees and third parties can report potential violations of laws or company guidelines to our compliance hotlines. In 2019, 228 human rights-related complaints were received by phone as well as by post and e-mail. All complaints received were reviewed and forwarded to the relevant departments for in-depth investigation. If justified, appropriate measures were taken. As an internationally operating company, we are embedded in many societies and engage with partners around the world. We rely on our partners (joint venture partners, contractors, suppliers, and customers), expect them to comply with internationally recog- nized human rights standards and to replicate them further along the value chain with their subsequent partners. For instance, we contractually agreed with our two joint venture partners in the Chinese region of Xinjiang that the basis for joint activities is the BASF Code of Conduct and the requirements embedded in it to respect human rights and relevant labor and social standards (such as the exclusion of forced labor and discrimination in hiring, promotion and dismissal practices). We review this on a regular basis with audits. We support our partners in their efforts to meet their respective responsibilities. Together, we strive to avoid harm to human rights along our value chain. We have defined our expec- tations in a binding Supplier Code of Conduct. Our measures and criteria for monitoring and complying with human rights are integrated into the supplier evaluation processes; our global monitoring systems for environmental protection, safety and security, health protection and product stewardship; the evaluation of investment, acquisition and divestiture projects; assessments along the product lifecycle; training for security personnel at our sites; and systems to monitor labor and social standards. We want to ensure that our actions do not have a negative impact on humans rights. We have long used monitoring and management systems such as health, safety, product stewardship or labor and social standards to identify potential and actual negative impacts. Evaluating potential human rights impacts is an integral part of risks analyses, for example for investment projects or product assess- ments. In 2019, we additionally conducted a comprehensive human rights compliance assessment, developed by the Danish Institute for Human Rights. This assessment covers international human rights standards as well as potential impacts on our stakeholders. We perform due diligence processes on the basis of this. From 2020 onward, our Compliance organization will steer the topic of human rights and develop binding policies. A group of internal experts from different specialist units will also meet regu- larly to coordinate relevant topics across units. This group will serve an advisory function for issues such as conflicting goals, will develop and implement specific training, and ensure that due dili- gence structures and processes are in place. To systematically incorporate external expertise, we decided to establish a Human Rights Advisory Council with independent, international human rights experts in 2020. Our Stakeholder Advisory Council also brings external perspectives to discussions with the Board of Executive Directors. We see assuming our human rights responsibilities as a continuous process. This is why we continuously review our poli- cies and processes and update them if necessary. Innovation has always been the key to BASF's success, especially in a challenging market environment. Our innovative strength is based on a global team of highly qualified employees with various speciali- zations. We had approximately 11,000 employees involved in research and development in 2019. Our three global research divisions are run from our key regions - Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigs- hafen, Germany), Advanced Materials & Systems Research (Shang- hai, China) and Bioscience Research (Research Triangle Park, North Carolina). Together with the development units in our operat- ing divisions, they form the core of our global Know-How Verbund. BASF New Business GmbH and BASF Venture Capital GmbH supplement this network with the task of using new technologies to tap into attractive markets and new business models for BASF. BASF acknowledges its responsibility to respect internationally recognized human rights. We have embedded this into our Code of Conduct and our human rights position. In 2019, we updated our human rights position based on the U.N. Guiding Principles on Business and Human Rights. All employees and members of management bodies are responsible for ensuring that we act in accordance with our Code of Conduct and our human rights position. We uphold our standards worldwide, even where they exceed local legal requirements. We avoid causing or contributing to adverse human rights impacts through our own operations. [In 2019, we generated sales of around €10 billion with products launched on the market in the past five years that stemmed from research and development activities. ] In the long term, we aim to continue significantly increasing sales and earnings with new and improved products - especially with Accelerator products, which make a substantial sustainability contribution in the value chain. ■ Close cooperation with universities, research institutes and companies JONAS BELLA Catalysis Research Laboratory Heidelberg University Heidelberg, Germany Harvard University Cambridge, Massachusetts Massachusetts Institute of Technology Cambridge, Massachusetts University of Massachusetts Amherst, Massachusetts Northeast Research Alliance NORA CaRLa Pasadena, California UC Riverside Riverside, California UC San Diego San Diego, California UC Santa Barbara Santa Barbara, California Caltech Stanford University Stanford, California Davis, California UC Berkeley Berkeley, California UC Davis California Research Alliance CARA Global network: eight Academic Research Alliances Our global network of outstanding universities, research institutes and companies forms an important part of our Know-How Verbund. It gives us direct access to external scientific expertise, talented minds from various disciplines as well as new technologies, and helps us to quickly develop targeted, marketable innovations, ■ Academic Research Alliances bundle partnerships by topic and region Global network 4 ■ New human rights position resolved by Board of Executive Directors and published For more information on the Industry Associations Review, see basf.com/corporate governance -BAS S C-BASE BASF Report 2019 Our political advocacy is conducted in accordance with trans- parent guidelines and our publicly stated positions. The same applies to our activities in associations. For instance, in 2019 we published an Industry Associations Review comparing the energy and climate protection positions of BASF and the most important In 2019, we once again met with the Stakeholder Advisory Council to discuss important aspects of sustainability. The main topics were identifying our material topics, the materiality analysis, impact valuation, and the issues of climate protection and human rights. We received valuable recommendations. For example, the Stake- holder Advisory Council suggested we approach our activities on the issue of human rights more systematically. We implemented the recommendation in 2019 with the publication of the new human rights position, a first gap analysis and the systematic presentation of our due diligence process. We draw on the competence of global initiatives and networks, and contribute our own expertise. We are active in worldwide initiatives with various stakeholder groups. These include the Busi- ness for Inclusive Growth initiative, which was established in 2019 by a coalition of 40 international companies who have joined forces with the G7 countries and the OECD to strengthen equality of opportunity, and tackle regional disparities and gender discrimina- tion. We also have been a member of the U.N. Global Compact since its establishment in 2000. As a recognized LEAD company, we contribute to the implementation of the Agenda 2030 and the associated goals. We support projects such as the U.N. Global Compact's Action Platforms on Decent Work in Global Supply Chains (SDG 8) and on Good Health and Well-being (SDG 3), and are a member of the U.N. Global Compact Expert Network. In addition, BASF is a founding member of a global sustainable finance initiative launched in December 2019 by a CFO taskforce. BASF is also active in 15 local Global Compact networks. Relevant considerations include topic-specific expertise and willingness to engage in constructive dialog. Our stakeholders include customers, employees, suppliers and investors, as well as representatives from academia, industry, politics and society. Parts of our business activities, such as the use of certain new technologies or our environmental impacts, are often viewed by stakeholders with a critical eye. We address these questions, initiate dialogs and participate in discussions. Such dialogs with our stakeholders help us to even better understand what groups of society expect of us and which measures we need to pursue in order to establish and maintain trust and build partner- ships, and increase societal acceptance for and the sustainability of our business activities. For important topics, we systematically identify key stakeholders to discuss critical questions with them. ■ Continuous dialog with our stakeholders Stakeholder engagement For more information on Sustainable Solution Steering, see basf.com/en/sustainable-solution-steering To systematically align our portfolio with contributions to sustain- ability, as of 2018, we will phase out all Challenged products within five years of initial classification as such at the latest. We strive to offer products that make a greater contribution to sustain- ability in their area of application to live up to our own commitments and meet our customers' demands. This is why our Sustainable Solution Steering method is used in areas such as our research and development pipeline, in business strategies as well as in merger and acquisition projects. €22 billion Increase sales from Accelerator products to 2025 target 5 Overviews BAS Responsibility for human rights Alliance to End Plastic Waste associations of which we are a member, with explanations on our approach. see basf.com/guidelines_political_communication For more information on our guidelines for responsible lobbying, see basf.com/en/stakeholder-advisory-council For more information on the Stakeholder Advisory Council, For more information on stakeholder dialog, see basf.com/en/stakeholder-dialog We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we promote open exchange between citizens and our site manage- ment and strengthen trust in our activities. Our globally binding requirements for community advisory panels are based on the grievance mechanism standards in the United Nations' Guiding Principles on Business and Human Rights. We keep track of their implementation through the existing global databank of the Responsible Care Management System. political purposes and independently decides how these are used, in accordance with U.S. law. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Integration of Sustainability To Our Shareholders 1 About This Report 39 BASF does not financially support political parties. In the United States, employees at BASF Corporation have exercised their right to establish a Political Action Committee (PAC). The BASF Corporation Employee PAC is a voluntary, federally registered employee association founded in 1998. It collects donations for In January 2019, BASF co-founded the Alliance to End Plastic Waste (AEPW) together with other companies from along the value chain - from plastics producers and consumer goods manufacturers to waste disposal companies. The AEPW has over 40 members, who together aim to develop solutions that avoid the discharge of plastic waste into the environment, espe- cially the ocean. The focus is on four action areas: Development of waste collection infrastructure, promotion of innovative recy- cling methods, education and engagement of various stake- holder groups, and clean-up of areas heavily affected by plastic waste. The AEPW intends to invest up to $1.5 billion in various projects and cooperative ventures over the next five years, mainly in Asia and Africa. BASF is also driving forward its own activities to strengthen the circular economy for plastics, includ- ing the ChemCycling TM project (see page 105). Impact on BASF 5 Overviews high 1 Sources: JRC (Energy efficiency and GHG emissions: Prospective scenarios for the Chemical and Petrochemical Industry 2017, Boulamanti A., Moya J.A.); DECHEMA Technology Study (Low carbon energy and feedstock for the European chemical Industry, 2017) BASF Report 2019 For a multiyear overview of research and development expenditures, see the Ten-Year Summary on page 291 The number and quality of our patents also attest to our power of innovation and long-term competitiveness. In 2019, we filed around 1,000 new patents worldwide. Also in 2019, we once again also ranked among the leading companies in the Patent Asset Index, a method that compares patent portfolios industry-wide. Our global research and development presence is vital to our success. We want to continue advancing our research and develop- ment activities, especially in Asia and North America, with a focus on growth in regional markets. A stronger presence outside Europe creates new opportunities for developing and expanding customer relationships and scientific collaborations as well as for gaining access to talented employees. This strengthens our Research and Development Verbund and makes BASF an even more attractive partner and employer. The Ludwigshafen site in Germany is and will remain the largest in our Research Verbund. This was once again underlined with the investment in a new research center, which was opened in 2019. It houses highly automated experimental facilities for new process development and testing process catalysts. In addition, three state-of-the-art electron microscopes started operation in Ludwigshafen in 2019. These particularly benefit research in inorganic material systems, such as catalyst and battery research. research and development program, Carbon Management R&D Program, is focusing on the energy-intensive underlying production processes for basic chemicals. These basic chemicals account for around 70% of the CO2 emissions produced by the European chemical industry.1 The program covers topics such as the develop- ment of new catalysts for dry reforming methane with CO₂ to produce syngas, and using methane pyrolysis to produce hydrogen from natural gas. We are fine-tuning our innovation strategies in all of our business areas to ensure a balanced portfolio of incremental and break- through innovation, as well as of process, product and business model innovation. One of the steps taken in 2018 to further promote breakthrough innovation was the establishment of BASF's incubator, Chemovator GmbH, based in Mannheim, Germany. This actively nurtures promising business ideas with the help of external experts, who act as consultants, coaches, mentors or intermediaries, and quickly bring them to market readiness. We have also identified addi- tional, far-sighted topics that go above and beyond the current focus areas of our divisions. The aim is to use these to exploit new business opportunities within the next few years. Above and beyond this, we are working on overarching projects with a high techno- Our cross-divisional corporate research will remain closely aligned with the requirements of our operating divisions and allows space to review creative research approaches quickly and in an agile way. We strengthen existing and continually develop new, key technologies that are of central significance for our operating divisions, such as polymer technologies, catalyst processes or biotechnological methods. Our focus is on the development of value-adding innovations for our customers to secure our long-term competitiveness. Under our updated strategy, we have brought research and development even closer together from an organizational perspective, and thus better aligned with the needs of our customers. Our aim is to continue to shorten the time to market and accelerate the company's organic growth. A strong customer focus, digitalization, creativity, efficiency and collaboration with external partners are among the most impor- tant success factors here. In order to bring promising ideas to market as quickly as possible, we regularly assess our research projects using a multistep process and prioritize our focus areas accordingly. research focusing on long-term topics of strategic importance to the logical, social or regulatory relevance. For instance, one global BASF Group. Research and development expenses amounted to €2,158 million, above the prior-year level (€1,994 million). The increase was mainly attributable to the research-intensive seed business, which BASF acquired from Bayer in August 2018. The operating divisions accounted for 81% of total research and development expenses in 2019. The remaining 19% related to cross-divisional corporate ■ Further development of our innovation strategies ■ Close cooperation between research and business units with strong customer focus Our eight Academic Research Alliances are complemented by cooperations with around 300 universities and research institutes] as well as collaborations with a large number of companies. Strategic focus We are working on innovative components and materials for electro- chemical energy storage with the Karlsruhe Institute of Technology (KIT) at the Battery and Electrochemistry Laboratory (BELLA). At the joint Catalysis Research Laboratory (CaRLa), BASF is researching homogeneous catalysis in cooperation with the University of Heidel- berg. BasCat is a joint laboratory operated by the UniCat cluster of excellence and BASF at the Technical University of Berlin, where new heterogenous catalysis concepts are being explored together with the Fritz Haber Institute of the Max Planck Society. The iL (Innovation Lab) in Heidelberg, Germany, focuses on functional printing, printed sensors and loT (internet of things) applications. chemical synthesis, and in engineering sciences and biosciences. The Joint Research Network on Advanced Materials and Systems (JONAS) research center is active in Europe. Research here concen- trates on supramolecular chemistry as well as nanotechnology and polymer chemistry. At the Network for Asian Open Research (NAO) in the Asia Pacific region, research focuses on polymer and colloid chemistry, catalysis and machine learning. 5 Overviews 32 Consolidated Financial Statements 32 1 To Our Shareholders The insecticide InscalisⓇ was developed by a team of scientists from the research division Bioscience Research and the Agricultural Solutions segment in collaboration with Meiji Seika Pharma Co., Ltd., Tokyo, Japan, and the Kitasato Institute. The highly effective insecticide offers farmers extra long-lasting crop protection without affecting beneficial pollinators like bees. InscalisⓇ contains an active ingredient based on a natural fermentation process using the Penicillium At BASF, we develop new technologies that can be used to signifi- cantly reduce emissions. In collaboration with Linde and academic partners, we successfully produced syngas from methane and CO2 in a process known as "dry reforming." This can be converted into dimethyl ether (DME) in an intermediate step and then into olefins, the main intermediate in the chemical industry. New catalysts from BASF are used in both the production of syngas and its subsequent conversion into DME. Following complex high-throughput screen- ings, an automated testing method with parallel experiments, and a data-based optimization approach for the catalyst structures, scientists from the Process Research & Chemical Engineering research division also developed proprietary production processes for the catalysts. Together with employees from the Catalysts divi- sion, the researchers transferred the new catalysts to production and worked on pilot tests in 2019. - Quality of life Food and nutrition Resources, environment and climate - ― Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: ■ Biopolymers with enhanced properties insect-friendly insecticide ■ New catalysts for olefin production ■Long-lasting crop protection with beneficial Research focus areas - examples 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Innovation About This Report coprobium fungus. By optimizing the fermentation conditions, the researchers were able to considerably increase the yield of the natural substance pyripyropene A (PPA). The PPA is refined into the final active ingredient using chemical synthesis in an optimized two- step process. A patented formulation concept also ensures a sig- nificantly improved active ingredient uptake. The active ingredient was first approved in Australia, India, Canada, the United States and China in 2018, followed by further approvals in Mexico and Argentina in 2019. In 2019, the researchers also won the BASF's internal innovation prize for their outstanding research work. 4 2 Management's Report Innovation UniCat BASF Joint Lab Fudan University Shanghai, China Dalian Institute of Chemical Physics Dalian, China Beijing Institute of Technology Beijing, China Tsinghua University Changchun, China Changchun Institute of Applied Chemistry Network for Asian Open Research NAO BasCat Battery and Electrochemistry Laboratory Karlsruhe Institute of Technology (KIT) Karlsruhe, Germany Zurich, Switzerland ETH Zürich University of Freiburg Freiburg, Germany -Sustainable Finance Joint Research Network on Advanced Materials and Systems I.S.I.S-University of Strasbourg Strasbourg, France Our eight academic research alliances bundle partnerships with several research groups in a region or with a specific research focus. The Northeast Research Alliance (NORA, previously the North American Center for Research on Advanced Materials) and the California Research Alliance (CARA) are located in the United States. NORA focuses on materials science and biosciences, catalysis research, digitalization and cooperation with startups, while the interdisciplinary CARA research center works on new functional materials, formulations, digital methods, catalysis, Technical University of Berlin Berlin, Germany 3 Corporate Governance iL Zhejiang University Hangzhou, China To Our Shareholders 1 About This Report 34 31 BASF Report 2019 Heidelberg, Germany Heidelberg University Karlsruhe Institute of Technology (KIT). Karlsruhe, Germany Seoul, South Korea Seoul National University Kyoto, Japan Kyoto University Tokyo, Japan Tokyo Institute of Technology Chengdu, China Sichuan University Innovation Lab For many years now, one focus area of BASF's research has been the full biodegradability of biopolymers in various biospheres and soils. Our multidisciplinary Research Verbund ensures that scien- tists with a wide range of skills adopt a holistic approach in driving forward this complex area of research. Employees from the research division Advanced Materials & Systems Research continued to expand our competence profile in 2019. With ecovioⓇ M 2351, we have developed the first plastic for mulch films to be certified as biodegradable according to the European standard DIN EN 17033. For more information on research and development, see basf.com/innovations Beijing, China Around the world, experts in the Process Research & Chemical Engineering research division are working on innovative cathode active materials for high-performance lithium-ion batteries to meet the growing demand for powerful, reliable and affordable electric vehicles. Digital methods such as machine learning enable us to make early predictions about the quality of new materials, such as their performance or life span. This helps to accelerate research. The data used include electrochemical measurements on battery cells and images from electron microscopes, which are analyzed with respect to various characteristics such as surface properties or defects. ■ Updated materiality matrix shows key sustainability topics ■ Sustainability as part of steering, compensation systems and business models Strategy We are successful in the long term when we create value added for the environment, society and the economy with products, solutions and technologies. Sustainability is firmly anchored in our corporate strategy. Using the various tools of our sustainability management, we carry out our company purpose: "We create chemistry for a sustainable future." We systematically incorporate sustainability into our business and our compensation systems. We identify sustainability trends at an early stage and derive appropriate measures for our business to seize new business opportunities and mini- mize risks along the value chain. [Integration of Sustainability] 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Integration of Sustainability 1 To Our Shareholders About This Report 35 35 BASF Report 2019 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 299. 2 The GT27™ trait and LibertyLink® GT27™ are developed and marketed in cooperation with MS Technologies LLC, West Point, Iowa. 3 Traits developed in cooperation with Bayer Crop Science BASF will also apply precision technologies and digitalization to seize future innovation opportunities in agriculture. This includes new, outcome-based business models marketed under the xarvioⓇ brand. These will enable farmers to achieve yield forecasts that have been agreed in advance. We achieve long-term business success by creating value added for the environment, society and the economy. Sustainability is at the core of what we do, a driver for growth and value as well as an element of our risk management. That is why sustainability is firmly anchored into the organization as part of governance, compensa- tion systems and business models. rotation options for wheat growers in drier areas of North America. From mid-decade, hybrid wheat seed will help growers in North America and Europe to optimize yield, production stability and grain quality, as well as to improve profitability and sustainability. Recently launched vegetable seed innovations contribute to a healthy lifestyle and help reduce the environmental impact of food production. Innovative breeding processes ensure a constant supply of commer- cially successful vegetable seed varieties, mainly marketed under the NunhemsⓇ brand. Based on our corporate strategy and the global targets derived from this, from the 2020 business year onward, we will integrate the sustainability targets (CO2-neutral growth until 2030 and achieve €22 billion in Accelerator sales by 2025) into short-term Group-level steering as well, as most important key performance indicators. We started to establish the necessary steering mechanisms and control systems in 2019. Relevance for our stakeholders Human Rights Employment & Diversity Battery materials Stakeholder Engagement Customer Engagement Organizational Resilience Governance Structure Responsible Supply Chain Biodiversity Digitalization & Data security Innovation Resource Efficiency & Waste Business Ethics Air & Soil Emissions Climate & Energy Water Health & Safety / Product Stewardship extremely high Materiality analysis to identify and assess sustainability topics For seeds and traits, we will further strengthen our innovation pipeline with new traits, including the soybean technology in our LibertyLink® GT27™ trait platform² that has been available to growers under the CredenzⓇ brand as well as under licensee brands since 2019. Future launches will also include proprietary stacks offering resistance to nematode and Asian soybean rust. New traits to increase yields and stress resistance in soybean and corn (maize)³ are under development. We are constantly improving the seed genetics and trait innovations for our FiberMaxⓇ and StonevilleⓇ cotton brands, for example with a proprietary herbicide tolerance product, which will be launched before mid-decade. New breeding tools will continue to speed up our innovation cycles for InVigorⓇ canola seed. LibertyLink® yellow-seed canola can be grown under more challenging conditions and will provide new Transparency Agricultural Solutions: At BASF, we believe in finding the right balance for success. We believe that with our connected offer, we can achieve this for the environment, society and agriculture alike. We continually invest to expand our portfolio, focusing our research activities on strategic crop combinations, known as crop systems. In 2019, we invested €879 million in research and development in the Agricultural Solutions division, representing around 11% of sales for the segment. BASF launched a new vinyl monomer in 2019: vinyl methyl oxazolidinone (VMOX). VMOX is particularly suitable as a reactive diluent in ultraviolet curing coatings and inks, which can for example be used for digital UV printing. In these applications, the vinyl monomer offers technical benefits compared with conventional reactive diluents. The monomer brings good properties on all common substrates, even at low dosages. It also enables more brilliant colors in the final printed products and coatings. VMOX also Chemicals: In a research project on an alternative production method for sodium acrylate, we are investigating the use of CO2 as a chemical feedstock. The focus is on finding more efficient and more resource-friendly synthesis methods. Sodium acrylate is an important starting material for superabsorbents, which are widely used in diapers and other hygiene products. Unlike the current propylene-based production method, the new process uses CO2 and ethylene, which are converted using a catalyst. BASF experts have since made significant progress on this process. They demonstrated that it can be successfully implemented at laboratory scale, an important milestone toward industrial application. The use of CO2 in the new process could replace around 30% of the fossil fuels, provided that a larger-scale process also proves to be stable and energetically favorable. 7% Nutrition & Care 10% Surface Technologies 5% Chemicals 9% Materials 9% Industrial Solutions €2,158 million Agricultural Solutions 41% Corporate research, Other 19% allows innovative coatings formulations with a favorable toxico- logical profile compared with other, similar products. Research and development expenses by segment 2019 5 Overviews 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders 33 Our well-stocked innovation pipeline now has an even stronger focus on sustainable solutions. It comprises seeds and traits, chemical and biological crop protection, digital and regionally tailored products and solutions. We estimate the peak sales potential of products with launch dates between 2019 and 2029 to be more than €7.5 billion. More than 30 pipeline products will be launched worldwide by 2029. These will enable higher yields and quality and even more sustainable production. In 2019, we success- fully launched our new fungicide RevysolⓇ. It meets the highest level of regulatory standards and offers outstanding biological performance against a range of difficult-to-control pathogens in specialty and row crops. LuximoⓇ and TirexorⓇ, our herbicides to manage difficult-to-control grasses and broadleaf weeds, are expected to enter the market from 2020 onward. Broflanilide, our insecticide to help farmers protect specialty and field crops from insects such as potato beetles and caterpillars, is scheduled for market launch from 2020. We also launched PonchoⓇ VotivoⓇ 2.0 seed treatment in 2019. It includes a systemic insecticide and two biological components to control insect pests and protect corn (maize) seed from disease-causing nematodes. About This Report BASF Report 2019 Innovations in the segments - examples Materials: The semi-crystalline polyamide UltramidⓇ Vision offers very high light transmission with low light scattering compared with opaque standard polyamides. Its high UV and temperature resis- tance, scratch resistance and chemical resistance make UltramidⓇ Vision an important building block wherever visual control or light design play a role, for example in backlit switches or buttons in cars. The polyamide has now been used in a car interior for the first time - for the window regulators of a German automotive manufacturer. UltramidⓇ Vision can be repeatedly exposed to aggressive media such as sun cream, cleaning agents and solvents without sustaining damage. The polyamide thus offers designers and developers a broad range of possibilities for realizing design features and lighting elements not only in car interiors, but in various consumer and industrial applications as well. 4 Consolidated Financial Statements Industrial Solutions: Preventing coatings from yellowing is key for automotive refinish coatings. BasonatⓇ HI NG is an aliphatic polyisocyanate hardener for two-component polyurethane (2C PU) coatings. It provides outstanding durability and resistance against light and weather, enabling complex formulations with significantly Nutrition & Care: NephydratⓇ is a bioactive ingredient that supports the skin's barrier function and helps it to retain moisture, creating an even, fresh complexion. BASF sources the active ingredient from the spiny peel of the rambutan fruit, grown organically in close cooperation with local partners in Vietnam as part of a socially and environmentally responsible supply chain. NephydratⓇ is preservative-free, 100% natural origin and certified according to the COSMOS standard for organic and natural cos- metics. The new insulation material Cavipor® FTX 1 combines the advan- tages of a mineral-based insulation material with the easy, safe and clean processability of a foam system. Cavipor® FTX 1 offers an insulation performance comparable to mineral wool and expanded polystyrene (EPS) and is particularly suitable for the energetic reno- vation of buildings with double-wall masonry. One of its main advan- tages is how simple it is to process: The three aqueous initial components are aerated at the site, resulting in a flowable foam free from dust and fibers. It is then injected into the cavity of the wall. There, the foam cures and dries without further expansion, fixing it as a seamless insulating layer. These process advantages, plus the fact that Cavipor® FTX 1 is non-combustible, fiber-free and low- emission, make it a groundbreaking innovation. Consolidated Financial Statements 4 2 Management's Report Innovation 1 To Our Shareholders About This Report =4 3 Corporate Governance BASF Report 2019 reduced yellowing compared with standard HI-grade hardeners. With this new product, BASF fulfils the market's highest technical performance requirements. Modern farming faces many challenges, including how to balance the need for greater yields of fruits and vegetables, while simulta- neously meeting the ever-stringent environmental protection require- ments of organic food production. The light and heat stabilizer TinuvinⓇ NORⓇ 356 protects and extends the life of agricultural films that are exposed to very high levels of ultraviolet radiation, heat and crop treatments such as elemental sulfur and the compounds approved in certified organic farming to prevent plant diseases and fertilize the soil. The improved film protection and longer life of NOR®-stabilized greenhouse covers increase productivity, improve crop quality and reduce plastic waste for farmers, which makes them more competitive. 34 Surface Technologies: Styrene is a building block of the plastics industry. With the recently launched styrene catalyst StyroStar® S6-42 Select, BASF has brought to market an innovation that reduces the formation of by-products such as benzene and toluene thanks to improved selectivity. StyroStar® S6-42 Select is a robust and durable catalyst, combining excellent mechanical stability with exceptional performance. 5 Overviews BASF has launched two digital virtual assistants to cover key customer needs: ZoomLab™ and RegXcellence™. The formula- tion assistant ZoomLabTM predicts optimized formulations of pharmaceutical drugs faster and with more precision than is possible today. Finding the right combination and balance between the active pharmaceutical ingredient and excipients to optimize drug performance is immensely time and resource consuming. Depending on the properties of the active ingredient and the intended dosage, ZoomLab TM predicts the best excipients. In addition, ZoomLab™ provides an intuitive rating system describing the suitability of an excipient as well as formulation tips to make the process run smoothly. This allows for a much higher precision, speed and reduction of ingredients used in the drug development process. RegXcellence™ makes registration processes seamless, saving customers time and costs during important milestones such as qualification of ingredients and market authorization of their drugs. can be used on all aircraft types, including older models. Together with Lufthansa Technik AG, Hamburg, Germany, BASF has developed a functional film that helps to reduce carbon emissions from air travel. The film has a unique surface structure consisting of riblets of around 50 micrometers in size. These reduce drag and thereby optimize the aerodynamics on the relevant parts of the aircraft. This can reduce fuel consumption and the resulting carbon emissions by up to 3%. The film is exposed to strong ultra- violet radiation at high altitudes and extreme variations in tempera- ture. BASF therefore put a high priority on durability in addition to aerodynamics, during the development process. The technology 2018 2.8% Energy and resources 2019 2.0% 3.1% 2018 2019 1.2% 2018 (1.1%) Of which: automotive industry 2019 (2.6%) Construction 2018 3.1% 2019 1.5% 2019 (5.4%) 2018 0.3% 2018 3.8% Consumer goods To Our Shareholders 1 About This Report Transportation 45 BASF Report 2019 Agriculture Electronics 2018 2.4% 2019 2.4% Health and nutrition 2019 3.0% 2018 8.5% 2019 3.8% 2018 2.4% 2019 1.5% Industry total About This Report expanded by 3.4% in South America. Argentina recorded particularly strong growth (+15.4%); however, output there had declined by 14.3% in 2018 due to drought. As in the previous year, agricultural production stagnated in Europe (2019: -0.1%, 2018: +0.0%). In Asia, the growth rate was roughly on a level with the previous year, at 3.3% (2018: +3.5%). Growth in the emerging markets of Asia was likewise slower overall than in 2018. In China, the GDP growth rate gradually weakened over the course of the year, due among other factors to the effects of the trade conflict with the United States, which increasingly made itself felt (2019: +6.1%, 2018: +6.6%). Growth in domestic demand was slower than in the previous year. However, in light of the stable employment figures, the Chinese government did not implement any major additional economic stimulus measures. The Chinese industry saw very mixed trends: Production in the automotive industry declined by 8.0%, while industries in the high- tech sector gained more than 8.8% overall. In India, liquidity bottle- necks negatively impacted lending and with it, demand for motor vehicles and investment goods. Overall, growth was considerably lower at 4.8% (2018: +6.1%). GDP growth in the remaining emerging markets of Asia was 3.7%, around one percentage point weaker than in the previous year. Growth in the United States weakened over the course of the year but remained at a comparatively high 2.3% (2018: +2.9%). The main growth driver was private consumption, supported by rising employ- ment and higher real incomes. Industrial investment grew at a much slower pace due to lower capacity utilization. Exports stagnated amid a weak global economic environment caused by the escalating trade conflict and the resulting decline in exports to China. private sectors; by contrast, exports and investments were weak. Despite their close integration in European value chains, the eastern E.U. countries posted much stronger growth than the rest of the E.U., at 3.7%. Rising real incomes, higher employment figures, low interest rates and increased government spending supported growth and offset the dampening effects on exports from western Europe. In Russia, by contrast, GDP growth slowed to only 1.3% (2018: +2.2%) against a background of restrictive monetary and fiscal policy, accordingly weak domestic demand and low export growth. In the European Union (E.U.), GDP growth declined from 2.0% in 2018 to only 1.4%. Growth was weaker than in the previous year in almost all E.U. countries. The decline was especially pronounced in Germany (2019: +0.6%, 2018: +1.5%). Due to its high share of value added in investment goods and vehicles, Germany was par- ticularly affected by the cyclical economic downturn, the political trade distortions and the structural transformation in the automotive industry. In Italy, GDP was virtually flat after growing by 0.7% in the previous year. The dampening effects were not as strongly felt in France (+1.3%) and Spain (+2.0%). Despite Brexit uncertainty, growth in the United Kingdom remained largely stable (+1.4%). This was mainly attributable to solid consumer demand in the public and ■ Crises and low growth in South America ■ Weaker growth in the European Union and United States ■ Volatile, weaker economic momentum in China 1 All information relating to past years in this section can deviate from the previous year's report due to statistic revisions. Economic trends by region 2018 South America 2019 0.7% 2 Management's Report Economic Environment 2018 0.3%■ 0.7% 1.1% Growth in key customer industries Real change compared with previous year BASF Report 2019 1 Most of the chemical industry's key customer sectors turned in a much weaker performance than in the previous year: Global automotive production declined by 5.4% (2018: -1.1%). Around 5.1 million fewer cars and light commercial vehicles were produced worldwide. Production declined in all major economic regions, but most notably in China (-8.0%). The downturn in the E.U. (-4.2%) and North America (-4.0%) continued as well. Alongside complica- tions from the introduction of new emission standards, market weakness was due to the shift to electromobility, the associated higher vehicle costs and the still inadequate charging infrastructure in many places. In India, production fell by 11.0%; in South America, this declined by 4.2% overall. Only Brazil recorded weak growth of 0.8%. At 2.0%, growth in the construction industry was compara- tively solid but still much slower than in 2018 (+2.8%). A significant contributing factor here was the drop by around 10% in the U.S. housing market. Overall, construction activity in the United States declined by 4.6% (2018: -1.3%). Higher spending on infrastructure was unable to offset the decline in housing development. In the E.U. (2019: +2.8%, 2018: +3.4%), the construction industry benefited from the low interest rate environment, tight housing markets in urban areas and growing demand for energy renovation. The eastern E.U. markets performed particularly well (+6.9%), while growth in the western E.U. countries was more subdued (+2.4%). In Asia, growth in the construction industry weakened only slightly (2019: +3.9%, 2018: +4.0%). As in 2018, the South American con- struction industry was largely flat. Agricultural production grew by 2.4%, on a level with 2018 and thus below the long-term average of around 3%. In the United States, planting was negatively impacted by unusually strong rain in the spring. The trade conflict between the United States and China also reduced agricultural exports from the United States to China, such as soybeans. In this environment, U.S. agricultural production declined by 1.5%. By contrast, production in the previous year to 5.7%. In the remaining emerging markets of Asia, growth fell from 5.3% to only 2.6%. One of the key drivers here was below-average momentum in India (2019: +3.9%, 2018: +6.0%). Industrial production was largely stagnant in the E.U. (2019: -0.3%, 2018: +1.4%) and the United States (2019: -0.1%, 2018: +2.7%). By contrast, this declined in Japan (2019: -1.7%, 2018: +0.8%) and South America (2019: -1.3%, 2018: +0.5%). The gradual slow- down in China continued, with industrial growth declining from 5.8% Global industrial production grew by only 1.5% in 2019, roughly half as strongly as in 2018 (+3.1%). Production declined overall in the advanced economies (2019: -0.5%, 2018: +1.8%). Growth in the emerging markets weakened considerably (2019: +3.4%, 2018: +4.4%). ■ Weak development of global industrial production ■ Stronger declines in global automotive production Trends in key customer industries 44 Growth fell sharply in South America. In Argentina, the economic crisis intensified following the incumbent president's unexpectedly weak showing in local primary elections. The Argentine peso almost halved in value against the U.S. dollar and inflation jumped to more than 50%. Argentina's GDP contracted even more strongly than in the previous year (2019: -2.7%, 2018: -2.5%). The Brazil- ian economy was on a growth path but here, too, economic developments were curbed by the crisis in Argentina and the weak global economy (2019: +1.2%, 2018: +1.3%). Growth in Chile, Peru and Bolivia was dampened by social unrest there. Overall, GDP growth in South America slowed from 1.1% in 2018 to 0.7%. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Economic Environment To Our Shareholders Japan was able to increase growth slightly, with GDP rising by 0.7% (2018: +0.3%). Consumer spending stagnated and growth in private investment was slightly stronger than in the previous year. Private consumption was impacted by the two percentage point increase in sales tax in October 2019. Imports and exports declined amid a weaker global economic environment. Alongside the slowdown in China, developments were dampened by the trade conflict between Japan and South Korea. 3 Corporate Governance (0.4%) Consolidated Financial Statements Crude oil Naphtha 120 130 $/bbl 2018 (0.6%) 110 South America 2018 1.3% 2019 (0.4%) 2018 3.8% Emerging markets of Asia 2019 4.0% 2018 4.1% 2019 (2.0%) 2019 (0.4%) 2019: $505/t 100 1 2019 About This Report 40 330 64 2019: $64/bbl 46 50 60 70 80 90 2018: $602/t June 19 2018 European Union 2019 (1.1%) Price trends for crude oil (Brent) and naphtha $/barrel, $/metric ton The average price of gas in the United States was $2.56 per mmBtu, below the level of the previous year ($3.16 per mmBtu). In Europe, the average price of gas on the spot market was significantly lower than in 2018, at $4.46 per mmBtu (2018: $7.90 per mmBtu). Gas prices in China averaged around $6.39 per mmBtu nationally (2018: $6.38 per mmBtu), while the average price in the coastal provinces of Shanghai, Jiangsu, Zhejiang, Shandong and Guang- dong was $7.59 per mmBtu (2018: $7.59 per mmBtu). Over the course of the year, the average monthly price for the chemical raw material naphtha ranged between $447 per metric ton in August and $563 per metric ton in April. At $505 per metric ton, the annualized average price of naphtha in 2019 was lower than in 2018 ($602 per metric ton). course of the year between $71 per barrel in April and May and $59 per barrel in January and August. Averaging around $64 per barrel in 2019, the oil price for Brent crude declined by about 9% compared with the previous year ($71 per barrel). The average monthly oil price fluctuated over the ■ Year-on-year decrease in gas prices, but with wide regional variance $/t 1,100 ■ Lower prices for crude oil and naphtha By contrast, chemical production in the emerging markets of Asia grew by 4.0%, slightly stronger than expected (+3.6%). This was primarily driven by continued solid growth in China (+4.7%). Chemical production in the remaining emerging markets in the region only rose by 1.1% (2018: +2.7%). By contrast, Japan saw a decline of 0.4%. The year-on-year change was particularly pronounced in the United States (2019: -0.4%, 2018: +4.1%). Consequently, our forecast for 2019 (+3.2%) was also significantly undershot. The drop in growth there was mainly attributable to weak domestic demand from the automotive industry, agriculture and the construction industry. In addition, U.S. chemical exports to China fell significantly as a result of the trade conflict. In South America, too, chemical production declined by 2.0% amid a weak overall economic environment (2018: -0.6%). The global chemical industry (excluding pharmaceuticals) grew by only 1.8%, well below our expectations (+2.7%) and the 2018 figure (+2.8%). Chemical production in the E.U. declined for the second year in a row (2019: -1.1%, 2018: -0.4%). We had forecast stag- nation here (+0.1%). ■ Global growth much weaker than in prior year and below expectations Trends in the chemical industry 5 Overviews Important raw material price developments 1,000 900 800 2018 2.8% 1.8% 2019 Chemical production (excluding pharmaceuticals) Real change compared with previous year BASF Report 2019 Japan United States World Sept 18 200 100 300 400 500 600 700 4 6.1% (47) Emerging markets of Asia. Investments and acquisitions 2019 Million € disciplinary teams and assessed using various criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. In addition, we are refining our portfolio through acquisitions that promise above-average profitable growth as part of the BASF Verbund to help reach a relevant market position. A key considera- tion is that these are innovation-driven or offer a technological differentiation, and make new, sustainable business models possi- ble. Investments and acquisitions alike are prepared by inter- With a world market share of more than 40%, China is today the largest chemical market and drives the growth of global chemical production. We expect China's share to increase to nearly 50% by 2030. To continue to participate in this growth in Asia in the future, we are investigating the possibility of building an integrated Ver- bund site in Zhanjiang in the southern Chinese province of Guang- dong. A framework and investment agreement for the project was signed with Guangdong Provincial Government in January 2019. We also plan to expand the site we operate together with our partner Sinopec in Nanjing, China. For more information on our investments from 2020 onward, see page 138 By investing in our plants, we create the conditions for the profitable growth we strive for while constantly improving the efficiency of our production processes. For the period from 2020 to 2024, we have planned capital expenditures (capex)¹ totaling €23.6 billion world- wide. Intangible assets In addition to innovations, investments make a decisive con- tribution toward achieving our ambitious growth goals. We use targeted acquisitions to supplement our organic growth. The BASF Group's Business Year 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Material Investments and Portfolio Measures Material Investments and Portfolio Measures 1 To Our Shareholders of which goodwill Property, plant and equipment* In North America, we continued construction of a MDI synthesis unit in Geismar, Louisiana. Startup is scheduled for 2020. We are expanding the output of the ibuprofen plant in Bishop, Texas. (34) 4,131 3,842 3 3,839 (47) Total 255 292 Total Acquisi- tions Invest- ments For more information on investments within the segments, see page 60 onward In Asia, we started construction of the first plants at the planned integrated Verbund site in Zhanjiang, China, in 2019. The first production facilities are scheduled for completion in 2022. We started up a plant for plastics additives in Shanghai, China. These investments strengthen our presence in Asia. (37) 4,097 About This Report 41 ■ BASF as a responsible neighbor Social commitment See basf.com/humanrights for more information on the human rights position and a comprehensive report on the implementation of due diligence in human rights in accordance with the requirements of the National Action Plan developed by the German government, and in accordance with the U.N. Guiding Principles on Business and Human Rights For more information on standards in our supply chain, see page 102 onward For more information on compliance, see page 157 onward For more information on systems for monitoring labor and social standards, see page 126 onward For more information on our production standards, see page 109 onward For many years now, we have engaged in constructive dialog on human rights with other companies, nongovernmental organiza- tions, international organizations and multi-stakeholder initiatives to better understand different perspectives and address conflicting goals. BASF is a founding member of the U.N. Global Compact and a member of the Global Business Initiative on Human Rights (GBI), a group of globally operating companies from various sec- tors. The initiative aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. We report on our global targets, monitoring systems and measures to integrate human rights topics into our business activities in publications such as this report and online. ■ Contribution to the United Nations' Sustainable Development Goals 5 Overviews 4 3 Corporate Governance 2 Management's Report Integration of Sustainability 1 To Our Shareholders About This Report To Our Shareholders Consolidated Financial Statements +4 Our social commitment helps to achieve the U.N. SDGs. As part of our social engagement strategy, we focus on projects that will have a lasting impact on specific target groups and offer learning opportunities for participating cooperation partners and BASF. For instance, we have supported Wissensfabrik, an initiative of German businesses to promote education and entrepreneurship, for over 10 years. We foster social integration, particularly of low-achieving young people and refugees, with programs such as Start in den Beruf and Start Integration. In 2019, 151 young people in the BASF Training Verbund participated in these two programs in coopera- tion with partner companies in the Rhein-Neckar metropolitan region. The goal is to prepare participants for an apprenticeship within one year, and ultimately secure the long-term supply of qualified employees for BASF and in the region as a whole. Since being launched at the end of 2015, BASF's Start Integration pro- gram has supported around 380 refugees with a high probability of being granted the right to remain in Germany, helping to integrate them into the labor market. We spent around €3.4 million on the BASF Training Verbund in 2019. BASF Report 2019 For more information on social commitment at our sites, see ludwigshafen.basf.de/commitment 39.4% Education For more information on Starting Ventures, see basf.com/en/starting-ventures a Figure relates to all consolidated companies with employees including joint operations 13.7% Social projects As a responsible neighbor, we strive to create a livable community for our sites' neighbors, employees and their families. In Germany, community engagement in Ludwigshafen and the Rhine-Neckar metropolitan region includes strengthening participation and inte- gration of disadvantaged groups as well as promoting research and discovery. It is particularly important to us that we work together with our partners to increase the effectiveness of individual measures. In the project #WirGestalten Schule, for example, we are working together with partners to improve education equality. We promote cooperation between nonprofit organizations with the Gemeinsam Neues schaffen program. Culture 17.8% Other 15.0% BASF Group donations, sponsorship and own projects in 2019ª The BASF Group spent a total of €32.0 million supporting projects in 2019; we donated 42.5% of this amount (2018: €38.4 million, of which 39% were donations). In the area of international development work, we support the BASF Stiftung, an independent nonprofit organization, through donations to its projects with various U.N. organizations. In 2019, BASF supported a project spearheaded by the U.N. Children's Fund (UNICEF) to construct a youth center for young Rohingya refugees in Bangladesh with its annual year-end donation cam- paign to the BASF Stiftung. In total, €359,987.00 was raised for the UNICEF project from donations by the employees of partici- pating German Group companies and BASF. We also aim to create long-term value for BASF and society with new business models and cross-industry partnerships. Our Starting Ventures program helps people with precarious livelihoods to improve their income-earning opportunities and their quality of life. At the same time, the program provides access to new markets and strengthens our contribution to reaching the SDGs. Two other examples of BASF's impact-driven social engagement are its activities in India and Indonesia. In Mauk, Indonesia, we initiated a school project in cooperation with local authorities and the nonprofit organization Habitat for Humanity. The targeted use of digital media improves teaching and learning conditions for young people and helps to modernize and improve access to edu- cation. At our Dahej and Mangalore sites in India, we support projects with a focus on clean water, sanitation and education. For example, we sponsored the construction of toilets and an accom- panying educational program to strengthen community awareness. Better hygiene and sanitation help prevent the spread of disease. Sports 5.1% Science 9.0% Additions to property, plant and equipment by segment in 2019 Others (infrastructure, R&D) 6% Agricultural Solutions 9% Nutrition & Care 12% a Including restoration obligations, IT investments and right-of-use assets arising from leases For the outlook on the economic environment in 2020, see page 133 onward Global economic growth in 2019 was weaker than we forecast at the beginning of the year.' Industrial production in particular remained well below our expectations. Against a background of high political uncertainty and mounting trade barriers, global gross domestic product (GDP) only rose by 2.6%, considerably slower than in 2018 (+3.2%). Growth in the industry as a whole declined at a much faster rate to only 1.5% (2018: +3.1%). As a result, growth in chemical production (excluding pharmaceuticals) was also considerably slower than in the previous year, at 1.8% (2018: +2.8%). The average price for a barrel of Brent crude oil decreased to $64 per barrel (2018: $71 per barrel). Economic Environment Economic Environment 5 Overviews Consolidated Financial Statements World 4 2 Management's Report To Our Shareholders 1 About This Report 43 BASF Report 2019 3 Corporate Governance On December 21, 2019, we signed an agreement with an affiliate of Lone Star, a global private equity firm, on the sale of our construction chemicals business. The purchase price on a cash and debt-free basis is €3.17 billion. The transaction is expected to close in the third quarter of 2020, subject to the approval of the relevant com- petition authorities. The planned sale comprises the Construction Chemicals division, including more than 7,000 employees and pro- duction sites and sales offices in more than 60 countries. The busi- ness generated sales of €2,553 million and EBITDA of €214 million in 2019. On signing of the agreements, a disposal group was established and the statement of income adjusted retroactively as of January 1, 2019, and for the comparative year 2018. Until closing, the income after taxes of the construction chemicals business will be presented in the income after taxes of BASF Group as a separate item ("Income after taxes from discontinued operations"). United States Trends in the global economy in 2019 2019 5.4% 2018 2.9% 2019 2.3% 2018 2.0% European Union 1.4% Japan 2019 2018 2.6% 2019 Real change compared with previous year Gross domestic product At 2.6%, global GDP growth was significantly below the prior-year figure but remained only slightly below expectations at the start of the year (forecast: +2.8%) thanks to a stable services sector. Industry growth declined at a much stronger pace. The escalation of the trade conflict between the United States and China and the ongoing uncertainty surrounding the timing and nature of Brexit dampened demand for investment goods, consumer durables and their intermediates from the chemical industry. An accelerated structural transformation of the automotive industry also played a role. 3.2% On August 29, 2019, BASF and DIC, Tokyo, Japan, reached an agreement on the acquisition of BASF's global pigments business. The purchase price on a cash and debt-free basis is €1.15 billion. The assets and liabilities to be divested were reclassified to a disposal group in the Dispersions & Pigments division as of this date. The transaction is expected to close in the fourth quarter of 2020, subject to the approval of the relevant competition authori- ties. research and development and technical consultation centers in Asia and the Americas. In September 2017, we signed an agreement with Solvay on the acquisition of Solvay's global polyamide business, subject to the approvals of the relevant antitrust authorities. The E.U. Commission approved the acquisition of the polyamide business, subject to certain conditions, on January 18, 2019. These conditions require the sale of parts of the original transaction volume to a third party, specifically Solvay's production plants in the engineering plastics field in Europe. Domo Chemicals, Leuna, Germany, was approved by the E.U. Commission as the buyer. The transactions between Solvay and BASF and Solvay and Domo Chemicals closed on January 31, 2020. BASF acquired the polyamide business for a purchase price of €1.3 billion (on a cash and debt-free basis) and will integrate it into the Performance Materials and Monomers divisions. In addition to eight production sites in Germany, France, China, India, South Korea, Brazil and Mexico, the acquisition includes 52% Europe a Including restoration obligations, IT investments and right-of-use assets arising from leases North America 29% €3,839 million South America, Africa, Middle East 3% Asia Pacific 16% Additions to property, plant and equipment by region in 2019 BASF Report 2019 20% Materials 28% Chemicals Surface Technologies 14% Industrial Solutions 11% 1 Additions to property, plant and equipment excluding acquisitions, restoration obligations, IT investments and right-of-use assets arising from leases In Europe, we strengthened the Verbund by replacing our acety- lene plant in Ludwigshafen, Germany, which plays a central role for many products and value chains, with a modern, highly efficient plant. We also built another production plant for special zeolites in Ludwigshafen, Germany. Special zeolites are used to produce state-of-the-art exhaust catalysts for commercial vehicles and passenger cars with diesel engines. Construction continued for another production plant for vitamin A, which is scheduled for startup in 2021. In Antwerp, Belgium, we are expanding our ethylene oxide complex. We invested €3,839 million in property, plant and equipment in 2019 (previous year: €3,615 million). Capex¹ accounted for €3,349 million of this amount (previous year: €3,498 million). Our investments in 2019 focused on the Chemicals, Materials, Surface Technologies and Nutrition Care segments. Investments €3,839 million 42 42 About This Report Following the approval of all relevant authorities, BASF and LetterOne completed the merger of Wintershall and DEA effective May 1, 2019. In September 2018, BASF and LetterOne had signed a transaction agreement to merge their respective oil and gas businesses in a joint venture. Shareholder loans were replaced by bank loans in the course of the merger. BASF and LetterOne intend to list Wintershall Dea on the stock exchange by way of an initial public offering (IPO) in the second half of 2020, provided market conditions are suitable. Since May 1, 2019, BASF's 72.7% interest in Wintershall Dea has been reported in the Consolidated Financial Statements of the BASF Group according to the equity method, with an initial valuation at fair value. The gain of €5.7 billion For more information on this divestiture, see the Notes to the Consolidated Financial Statements from page 213 onward On January 31, 2019, BASF and Solenis completed the transfer of BASF's paper and water chemicals business to Solenis as announced in May 2018. Since February 1, 2019, we have held a 49% share in Solenis, which is accounted for using the equity Agreed transactions method. An equity-accounted interest in the amount of €590 million was added in this connection. We completed the sale of the ultrafiltration membrane business to DuPont Safety & Construction (DuPont) on December 31, 2019. The divestiture includes the shares of inge GmbH, the business' headquarters and production site in Greifenberg, Germany, including all employees, its international sales force, and certain intangible assets. The ultrafiltration membrane business had been part of the Performance Chemicals division. On December 6, 2019, BASF India Limited sold its stilbene-based optical brightening agents (OBA) business for paper and powder detergent applications to Archroma India Private Limited, Mumbai, India. The production plant was part of the Performance Chemi- cals division and the stilbene-based OBA business was allocated to the Performance Chemicals and Care Chemicals divisions. from the transition from full consolidation to the equity method is included in income after taxes from discontinued operations for the second quarter of 2019. Divestitures On September 26, 2019, we acquired Isobionics B.V., Geleen, Netherlands, an innovation leader in biotechnology. The company develops and produces a wide range of natural flavors and fragrances. The acquisition strengthens the Nutrition & Health division. We added €3 million worth of property, plant and equipment through acquisitions in 2019. Additions to intangible assets was negative, at minus €37 million, due to the adjustment of the pur- chase price allocation for the businesses acquired from Bayer. For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 210 onward Acquisitions 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Material Investments and Portfolio Measures 1 To Our Shareholders 2018 2 Management's Report Results of Operations 11,593 4 4,052 2018 2019 on intangible assets and property, plant and equipmenta +Impairments and reversals of impairments + Depreciation and amortizationa EBIT before special items - Special items EBIT EBITDA before special items Million € EBITDA before special items declined by €1,054 million year on year to €8,217 million in 2019. At €8,036 million, EBITDA was down €934 million from the prior-year figure. The EBITDA margin was 13.5% in 2019, compared with 14.9% in the previous year. Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are indicators that describe operational performance independent of age-related depreciation and amortization of assets and any impairment or reversal of impairment. Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items is also highly useful in making comparisons over time. The EBITDA margin is a relative indicator and is calculated as the ratio of EBITDA to sales revenue, enabling operational performance to be compared independent of the size of the underlying business. Other APMs are net debt, 1 free cash flow¹ and capital expenditure (capex).2 We also use alternative performance measures (APMs) to steer the BASF Group. Investors, analysts and rating agencies use them to assess our performance. These are not defined by IFRS. As such, the methods of calculation can differ from those used by other companies. Alternative performance measures for the results of operations are EBIT before special items, EBITDA before special items, EBITDA, the EBITDA margin and adjusted earnings per share. ■ Adjusted earnings per share decline from €5.87 to €4.00 ■ EBITDA before special items and EBITDA considerably below previous year 5,974 (484) (307) 4,536 49 BASF Report 2019 2 For more information on capex, see Value-Based Management on page 30 and Material Investments and Portfolio Measures on page 42 1 For more information on these indicators, see the Financial Position from page 54 onward 9,271 a Excluding depreciation, amortization, impairments and reversals of impairments attributable to the discontinued construction chemicals business 8,217 Additional indicators for results of operations EBITDA before special items 3,681 Depreciation, amortization, impairments and reversals of impairments on intangible assets and property, plant and equipment 47 21 2,943 3,660 6,281 2,990 For more information on the results of operations of discontinued operations, see page 98 onward For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 233 onward For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 226 onward 48 a Including customer/supplier financing and other adjustments 86,556 86,950 Assets of the BASF Group as of December 31 16,807 2,706 About This Report of which disposal groups for the oil and gas business and the construction chemicals business 27,584 + Assets not included in cost of capital (1,534) + Deviation from cost of capital basis at closing rates as of December 31 53,930 60,900 Cost of capital basis of segments, average of month-end figures 26,856 49 1 2 Management's Report Results of Operations Net income amounted to €8,421 million, considerably higher than the prior-year figure of €4,707 million due to the above-mentioned book gain. Earnings per share were €9.17, compared with €5.12 in 2018. Noncontrolling interests declined by €202 million to €70 million, largely from the lower earnings of Shanghai BASF Polyurethane Company Ltd. due to lower margins and as a result of the above- mentioned deconsolidation of the Wintershall companies in the second quarter of 2019. the merger of the oil and gas activities of Wintershall and DEA on May 1, 2019, contributed significantly to the increase. The income after taxes of the discontinued construction chemicals business was €24 million, around €10 million below the prior-year figure. The decrease was mainly driven by special items in connection with the planned divestiture. Income after taxes from continuing operations declined from €4,116 million to €2,546 million. Income after taxes from discon- tinued operations rose by €5,082 million to €5,945 million. This figure included the construction chemicals business and, until the end of April, our oil and gas activities. A book gain of €5,684 million from the deconsolidation of the Wintershall companies following Income before income taxes decreased from €5,233 million in the previous year to €3,302 million in 2019. Income taxes declined accordingly, from €1,117 million in the previous year to €756 million in 2019. The BASF Group tax rate amounted to 22.9% in 2019, after 21.3% in 2018. The increase was mainly attributable to taxes for prior years, especially in Germany and the United States. This was partly offset by a €95 million improvement in the other financial result, primarily due to lower expenses from hedging of financial indebtedness. Higher interest expenses for financial indebtedness led to a lower interest result of minus €465 million (2018: minus €363 million), largely from higher U.S. dollar commercial paper during the year. In addition, interest expenses of €39 million arose in connection with leases. To Our Shareholders At minus €45 million, net income from shareholdings was down €2 million from the previous year, mainly as a result of lower dividend income. ■ Earnings per share increase from €5.12 to €9.17 ■ Financial result slightly below previous year; considerable year-on-year growth in net income Financial result and income after taxes 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance The financial result amounted to minus €750 million in 2019, compared with minus €741 million in the previous year. About This Report 1 To Our Shareholders 3,742 Adjusted income after taxes 60,220 59,316 Sales revenue (108) 5,559 5,663 - Adjustments to income after taxes from discontinued operations 8,036 EBITDA 206 318 - Adjustments to income taxes 2,996 3,984 8,970 1 EBITDA margin 13.5 50 50 BASF Report 2019 The introduction of IFRS 16 increased capital employed by around €1 billion. At the same time, depreciation and amortization rose by around €350 million, which had a positive impact on EBITDA. Interest effects of around €39 million in the year under review led to a corresponding improvement in EBIT and EBIT before special items. The increase in capital employed and the interest effects had an offsetting impact on ROCE and slightly reduced the indica- tor overall. 5.87 4.00 € % 918,479 3,670 918,479 Weighted average number of outstanding shares (in thousands) Adjusted earnings per share 273 72 - Adjusted noncontrolling interests Adjusted net income a Excluding depreciation, amortization, impairments and reversals of impairments attributable to the discontinued construction chemicals business 14.9 5,390 277 8 Depreciation, amortization, impairments and reversals of impairments on intangible assets and property, plant and equipment 2018 2019 2018 2019 Million € For information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 226 In 2019, adjusted earnings per share amounted to €4.00, compared with €5.87 in the previous year. EBIT Compared with earnings per share, adjusted earnings per share is firstly adjusted for special items. Amortization, impairment and reversal of impairment on intangible assets are then eliminated. Amortization of intangible assets primarily results from the pur- chase price allocation following acquisitions and is therefore of a temporary nature. The effects of these adjustments on income taxes and on noncontrolling interests are also considered. This makes adjusted earnings per share a suitable measure for making comparisons over time and predicting future profitability. Million € EBITDA 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Results of Operations Adjusted earnings per share - Amortization, impairments and reversals of impairments on intangible assets contained in special items + Depreciation and amortizationa 5,974 plant and equipmenta 476 652 + Amortization, impairments and reversals of impairments on intangible assets 53 324 on intangible assets and property, 4,052 +Impairments and reversals of impairments (484) - Special items 2,943 3,660 4,979 8,491 Income after taxes (307) 502 + Assets of disposal groups 1,716 60,220 59,316 2015 2016 2017 2018 2019 61,223 Million € Sales declined by €904 million to €59,316 million in 2019 due to lower volumes and prices. The Chemicals and Materials segments in particular recorded lower sales volumes. Sales development was dampened by lower prices, especially in the Materials and Chemicals segments. By contrast, prices rose significantly in the Surface Tech- nologies segment. Offsetting effects came from the acquisition of significant businesses and assets from Bayer in the Agricultural Solutions segment, which was completed in August 2018, and positive currency effects. ■ Sales 2% lower at €59,316 million Sales Acquisitions Currencies Prices Volumes Salesa, b Business reviews by segment can be found from page 60 onward 57,550 a Sales for 2018 were reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2015 to 2017 have not been restated. b Sales for 2017 were reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2015 to 2016 have not been restated. Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Results of Operations To Our Shareholders 1 About This Report 70,449 17 BASF Report 2019 Special items in EBIT totaled minus €484 million in 2019, compared with minus €307 million in the previous year. The increase in special items is primarily attributable to structural measures in connection with our Excellence Program. In addition, integration costs rose from €169 million to €303 million, mainly for the businesses acquired from Bayer in the Agricultural Solutions segment. The increase in net special income from divestitures and higher other income had an offsetting effect. Divestitures led to a positive earnings contribution of €286 million in 2019, in particular from the transfer of BASF's paper and water chemicals business to the Solenis group and the sale of businesses in the Agricultural Solutions segment in accordance with the conditions imposed by antitrust authorities in connection with the acquisition of the Bayer businesses. The special items recognized in other charges and income amounted to €160 million in 2019, compared with minus €63 million in the previous year, and mainly resulted from the sale of BASF's share of the Klybeck site in Basel, Switzerland. This was partly offset by a special charge from the impairment of project costs b EBIT before special items for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2015 to 2016 have not been restated. a EBIT before special items for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2015 to 2017 have not been restated. Income from operations (EBIT) before special items decreased by €1,745 million to €4,536 million as a result of significantly lower contributions from the Materials and Chemicals segments. The Materials segment in particular recorded a considerable decline in earnings, mainly from lower isocyanate margins. The earnings decrease in the Chemicals segment was attributable to lower volumes and softer margins, especially in the Petrochemicals division due in particular to the scheduled turnarounds of our steam crackers in North America and Europe. The EBIT before special items of Other was also considerably below the 2018 figure. By contrast, we increased EBIT before special items in all other seg- ments. This rose considerably in the Agricultural Solutions segment, primarily from sales growth as a result of the businesses acquired from Bayer. EBIT before special items was also considerably above the prior-year level in the Industrial Solutions segment due to lower fixed costs, positive currency effects and higher margins. The Sur- face Technologies segment likewise saw a considerable improve- ■ Considerable decline in EBIT before special items, EBIT and ROCE Income from operations 47 5 Overviews The world economy saw much weaker growth in 2019 than in 2018. Growth in global industrial production and in the global chemical industry (excluding pharmaceuticals) was also significantly below the prior-year level. In this market environment, BASF's business did not perform as well as we expected: Sales were down slightly from the prior-year figure and earnings declined considerably. 6,739 Million € EBIT before special itemsa, b 2 1,183 (3) (1,500) For an explanation of the indicator EBIT before special items, see page 30 1,472 (3) ment in EBIT before special items owing to an increase in both divi- sions. In the Nutrition & Care segment, EBIT before special items rose slightly due to a considerable improvement in the Care Chemi- cals division's contribution. in % Change Change in million € Factors influencing sales of the BASF Group 5 Overviews Consolidated Financial Statements (1,656) Results of Operations 3 Divestitures 6,309 7,645 6,281 4,536 2015 2016 (2) 2019 (904) 2017 0 11 Changes in the scope of consolidation 2018 (1) (414) Total change in sales 3 Corporate Governance for a planned methane-to-propylene plant on the U.S. Gulf Coast in the Chemicals segment. Million € 53,930 60,900 6,480 4,719 (506) (667) 5,974 % 4,052 2019 BASF Report 2019 1 For more information on net assets, see page 52 onward Intangible assets Capital employed Million € The calculation of EBIT as part of our statement of income is shown in the Consolidated Financial Statements on page 194 For more information on the determination of ROCE, see page 30 2018 We have used the indicator return on capital employed (ROCE) since the 2018 business year. It measures the profitability of the capital employed by the segments. ROCE was 7.7%, after 12.0% in the previous year. The decline in ROCE was primarily due to the combination of lower EBIT and higher capital employed. The increase in capital employed was largely attributable to the full-year inclu- sion of the assets acquired from Bayer in August 2018. Higher property, plant and equipment from the initial application of IFRS 16 also contributed to the increase.1 7.7 2019 1,913 + Current and noncurrent other receivables and other assetsa 9,747 10,061 + Accounts receivable, trade 10,611 + Inventories 12.0 1,611 + Investments accounted for using the equity method 17,973 20,472 + Property, plant and equipment 11,995 14,832 2018 1,527 EBITa, b At €4,052 million, EBIT for the BASF Group in 2019 was consider- ably below the previous year's level (2018: €5,974 million). This figure includes income from companies accounted for using the equity method, which declined from €269 million to €116 million. Since February 1, 2019, this has also included BASF's share in Solenis' net income and since May 1, 2019, BASF's share in Wintershall Dea's net income. Both shareholdings contributed losses to income from companies accounted for using the equity method. The contribution from BASF-YPC, which operates the Verbund site in Nanjing, China, also declined. Cost of capital basis of segments, average of month-end figures Divestitures Integration costs Restructuring measures 6,275 2016 2018 2019 Other charges and income Million € 2017 Special items 5,974 2018 4,052 2019 For the definition of special items, see page 30 7,587 ROCE (627) 2015 EBIT of the segments - EBIT of Other EBIT of BASF Group Million € ROCE (307) (484) (95) Total special items in EBIT 160 a EBIT for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2015 to 2017 have not been restated. b EBIT for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for the years 2015 to 2016 have not been restated. 20 286 (169) (303) 6,248 (63) 5,770 2018: $71/bbl BASF Report 2019 (151) (73) (66) (17) Income after taxes from continuing operations Income before income taxes Financial result EBIT before special items Special items (307) 5,974 1,369 1,872 2,263 Income from operations (EBIT) 2,996 833 762 703 698 470 2,280 1,938 1,442 Adjusted earnings per share Earnings per share Net income Income after taxes from discontinued operations 4,116 186 1,016 1,332 1,582 5,233 238 1,232 1,681 2,082 (741) (232) (137) (191) (181) 6,281 621 8,970 1,303 2,131 2,575 €18,377 million 3,240 Liabilities to banks 14,276 Bonds and other liabilities to the capital market Off-balance sheet financing tools are of minor importance to us. BASF Group's most important financial contracts contain no side agreements with regard to specific financial ratios (financial covenants) or compliance with a specific rating (rating trigger). For more information on the financing tools used, see Note 24 from page 261 onward and Note 27 from page 266 onward in the Notes to the Consolidated Financial Statements To minimize risks and leverage internal optimization potential within the Group, we bundle the financing, financial investments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally using derivative financial instruments in the market. Our interest risk management generally pursues the goal of reducing interest expenses for the BASF Group and limiting interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected liabilities to the capital market from fixed to variable interest rates or vice versa. Statement of cash flows ■ Cash flows from operating activities and free cash flow lower year on year Cash flows from operating activities amounted to €7,474 million, €465 million below the 2018 figure. The decrease was mainly due to lower net income after accounting for the reclassification of disposal gains from divestitures in the amount of €5,874 million to cash flows from investing activities. This was partly offset by the contribution from the change in net working capital, which improved by €1,940 million. This development was driven by the cash released from the €1,208 million reduction in trade accounts receivable in 2019, compared with cash tied up of €188 million in the previous year. In addition, inventories were reduced in 2019, after significant inventory growth in the previous year. Cash flows from investing activities amounted to minus €1,190 million in 2019, compared with minus €11,804 million in 2018. Payments made for intangible assets and property, plant and equipment amounted to €3,824 million, only slightly lower than in the previous year. The change mainly resulted from acquisitions and divestitures. Payments received for divestitures in 2019 were €2,493 million higher than in the previous year. This was primarily attributable to the total inflow of €2,393 million from the merger of Wintershall and DEA's oil and gas businesses, largely due to the repayment of internal loans and the implementation of capital measures. Payments made for acquisitions amounted to €239 million in 2019, compared with €7,362 million in the previous year. In the previous year, these mainly related to the purchase price payment to Bayer, which amounted to €7,208 million includ- ing liquid funds assumed. For more information on investments and acquisitions, see page 42 onward Cash released from changes in financial assets and miscellaneous items amounted to €273 million in 2019, after cash tied up of €655 million in 2018. This was mainly attributable to higher disposals of intangible assets and property, plant and equipment, as well as of other financing-related receivables compared with the previous year. Cash flows from financing activities amounted to minus €6,405 million in 2019, after minus €52 million in 2018. The net cash outflow from the change in financial and similar liabilities was €3.3 billion in 2019. This was largely due to the €1.7 billion reduction in U.S. dollar commercial paper by BASF SE and the repayment of bonds in the amount of €2.0 billion. The net cash inflow of €3.0 billion in the previous year was mainly from the issue of U.S. dollar commer- cial paper by BASF SE with a carrying amount of around €2.5 billion. In 2019, dividends of €2,939 million were paid to shareholders of BASF SE and €125 million to noncontrolling interests, on a level with the previous year overall. Cash and cash equivalents amounted to €2,455 million as of December 31, 2019. They declined by a cash-effective amount of €121 million in 2019. BASF Report 2019 56 About This Report 1 To Our Shareholders 2 Management's Report Financial Position 861 a Quarterly results not audited U.S. dollar commercial paper 9.17 2,961 9,271 1,451 2,204 2,639 2,977 Income from operations before depreciation and amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) excluding depreciation and amortization attributable to the discontinued construction chemicals business (31.9%) 5.87 4.00 € Adjusted earnings per share 60,220 14,985 14,960 15,119 15,156 Sales 79.1% 5.12 € 3 Corporate Governance 176 251 55,960 Noncurrent assets 886 1.3 1,112 Other receivables and miscellaneous assets 2.7 2,342 3.3 64.4 2,887 0.7 570 0.7 636 Other financial assets 2.5 2,203 17.3 15,008 Deferred tax assets 43,335 1.0 50.0 3,139 4.3 3,790 Other receivables and miscellaneous assets 12.3 10,665 10.5 9,093 Accounts receivable, trade 14.1 12,166 12.9 11,223 Inventories Property, plant and equipment rose by €1,012 million and additionally included capitalized right-of-use assets arising from leases in the amount of around €1.3 billion as a result of the initial application of IFRS 16. Additions to property, plant and equipment exceeded depreciation and impairment for 2019 by €434 million. By contrast, the creation of the disposal groups for the construc- tion chemicals and pigments businesses reduced property, plant and equipment by €769 million and intangible assets by €1,667 million. Amortization of intangible assets exceeded additions by €483 million; overall, intangible assets declined by €2,029 million. More information on the above transactions and disposal groups can be found on page 43 of this Management's Report and in Notes 2.4 and 2.5 to the Consolidated Financial Statements from page 210 onward Noncurrent assets rose by €12,625 million to €55,960 million. All items except intangible assets contributed here. The main driver was investments accounted for using the equity method, which rose by €12,805 million to €15,008 million. This was largely attri- butable to the interest in Wintershall Dea GmbH, Kassel/Hamburg, Germany, and to a lesser extent the interest in Solenis UK Interna- tional Ltd., London, United Kingdom, both of which were included for the first time. Total assets amounted to €86,950 million as of December 31, 2019, slightly above the prior-year level. ■ €1.3 billion increase in property, plant and equipment following introduction of IFRS 16 ■ Growth in total assets due to addition of equity-accounted shareholdings in Wintershall Dea and Solenis 100.0 Investments accounted for using the equity method 24.0 20,780 25.1 BASF Report 2019 b Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) excluding depreciation and amortization attributable to the discontinued construction chemicals business 5.87 0.72 1.48 1.76 1.91 € 5.12 0.37 1.31 1.61 1.83 € 4,707 348 1,200 1,480 1,679 863 245 555 191 51 1 To Our Shareholders 21,792 Property, plant and equipment 19.1 16,554 16.7 14,525 Intangible assets % Million € % Million € December 31, 2018 December 31, 2019 Assets Assets Net Assets 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Net Assets About This Report 3.6 4 5 Overviews slight increase considerable decline slight increase slight increase slight increase slight decline considerable decline considerable decline slight increase considerable decline Industrial Solutions Surface Technologiesb Nutrition & Care Other BASF Group slight decline considerable decline slight increase slight increase slight increase a For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 10% for 2019, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." acrylic monomers in the Petrochemicals division did not materialize. Earnings development was also negatively impacted by lower sales volumes in both divisions. As a result, ROCE did not just decline slightly, but considerably. Contrary to our forecast, the Materials segment saw a consider- able decline in sales, rather than a slight increase. Price levels in the Performance Materials division were slightly below the prior-year level due to lower raw materials prices for methylene diphenyl diisocyanates (MDI), and were thus unable to compensate for the expected decline in isocyanate prices in the Monomers division. Sales volumes in the Performance Materials division also fell short of our expectations as a result of weak demand from key industries, especially the automotive industry. The acquisition of Solvay's integrated polyamide business was only completed on January 31, 2020, meaning that the acquisition did not lead to a positive contribution in 2019. EBIT before special items and ROCE declined considerably as expected. Sales in the Industrial Solutions segment declined considerably and were thus below our forecast of a slight decline. As expected, we were able to increase sales volumes in the Performance Chemicals division's remaining businesses following the transfer of BASF's paper and water chemicals business to the Solenis group. However, contrary to our assumptions, we recorded lower volumes in the Dispersions & Pigments division and lower prices in both divisions, mainly as a result of lower raw materials prices. Nevertheless, we increased the segment's EBIT before special items considerably as forecast. Driving factors here were lower fixed costs, positive currency effects and higher margins. ROCE was considerably above the prior-year level, as expected. 100.0 58 About This Report 1 To Our Shareholders 2 Management's Report b Our forecast for the Surface Technologies segment at the beginning of the year still included the construction chemicals business. In determining actual development, we took into account the fact that, retroactively as of January 1, 2019, the sales and earnings of the Construction Chemicals division are no longer included in the sales, EBIT before special items or ROCE of the Surface Technologies segment. c We most recently updated our outlook in July 2019, forecasting a slight decline in sales and a considerable decline in EBIT before special items and ROCE. slight increase considerable increase considerable increase considerable increase Sales EBIT before special items ROCE 2019 forecast Agricultural Solutions at prior-year level slight increase slight decline slight increase considerable increase considerable increase considerable increase 2019 actual considerable decline considerable decline 2019 forecast slight increase considerable decline 2019 actual considerable decline considerable decline 2019 forecast slight decline 2019 actual considerable decline considerable decline considerable decline considerable decline considerable increase slight increase considerable increase considerable increase considerable increase considerable increase considerable increase considerable increase considerable increase 3 Corporate Governance Actual Development Compared with Outlook for 2019 4 Consolidated Financial Statements 5 Overviews (EBITDA) Income from operations (EBIT) before special items Materials 20% 2019 2018 2019 2018 2019 2018 Industrial Solutions 14% Chemicals 9,532 11,694 1,545 2,234 791 1,587 Surface Technologies 22% Sales Materials 16% Income from operations before depreciation and amortization Our forecast for the Surface Technologies segment at the beginning of the year still included the construction chemicals business. In determining actual development, we took into account the fact that, retroactively as of January 1, 2019, the sales and earnings of the Construction Chemicals division are no longer included in the sales, EBIT before special items or ROCE of the Surface Technologies segment. We considerably improved sales in the Surface Technologies segment, outperforming our forecast of a slight increase even though sales in the Coatings division did not increase as we had anticipated, but remained at the prior-year level. This was primarily attributable to considerably higher sales in the Catalysts division on the back of higher precious metal prices. As expected, we considerably improved EBIT before special items and slightly increased ROCE. In the Nutrition & Care segment, sales rose only slightly instead of considerably. Contrary to our forecast, sales in the Care Chemicals division declined due to a difficult market environment. The Nutri- tion & Health division recorded considerable volumes growth, but not as strong as expected. Consequently, EBIT before special items also only improved slightly instead of considerably. Rather than increasing slightly as expected, ROCE declined considerably, mainly as a result of an impairment in connection with the optimization of production sites within the Nutrition & Health division. We considerably increased sales and EBIT before special items in the Agricultural Solutions segment, as forecast. ROCE rose slightly as expected. Sales in Other were only slightly - instead of considerably - above the prior-year level. This was attributable to lower prices in raw materials trading. EBIT before special items declined considerably as expected. In 2019, we invested a total of €3.3 billion in capital expenditures (capex), excluding additions from acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases. The figure forecast at the beginning of 2019 was approximately €3.8 billion. Capex in the Surface Technologies segment and Other in particular was below the planned values. For information on our expectations for 2020, see page 136 onward For information on investments, see page 42 BASF Report 2019 59 59 About This Report 1 To Our Shareholders 2 Management's Report Business Review by Segment 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Business Review by Segment¹ Segment overview Million € Contributions to total sales by segment Chemicals Consolidated Financial Statements Chemicals BASF Group sales declined slightly in 2019, contrary to our forecast of slight growth. Sales development in the Materials and Chemicals segments in particular was weaker than expected at the beginning of the year. Contrary to our forecast of higher sales volumes, we recorded a slight decline in volumes for the BASF Group as a whole. Above all, the trade conflict between the United States and China I did not ease. Consequently, income from operations (EBIT) before special items declined considerably, rather than increasing slightly as we had assumed. Earnings development in the Chemicals seg- ment in particular did not meet our expectations. The BASF Group's return on capital employed (ROCE) declined considerably rather than slightly compared with 2018. ROCE was also considerably below the cost of capital percentage; we had expected it to be slightly above this at the beginning of 2019. We adjusted our outlook in July 2019 due to the continued difficult global economic environ- ment, forecasting a slight decline in sales and a considerable decline in EBIT before special items and ROCE. Free cash flow, which remains after deducting payments made for intangible assets and property, plant and equipment from cash flows from operating activities, represents the financial resources remaining after investments. It declined to €3,650 million compared with €4,045 million in the previous year due to the decrease in cash flows from operating activities. December 31, December 31, 2019 2018 (3,824) (3,894) Cash flows from operating activities 7,474 Cash flows from investing activities 7,939 (7,255) - Payments made for intangible assets 3,824 3,894 273 (655) (1,190) (11,804) and property, plant and equipment Free cash flow 2,361 Changes in financial assets and miscellaneous items Acquisitions/divestitures Payments made for intangible assets and property, plant and equipment Statement of cash flows Million € 2019 2018 Net income 8,421 4,707 Depreciation and amortization of intangible assets and property, plant and equipment 4,218 3,750 Changes in net working capital 1,410 (530) Miscellaneous items (6,575) 12 Free cash flow Cash flows from operating activities 7,474 7,939 Million € 3,650 4,045 Capital increases/repayments and other equity transactions Changes in financial and similar liabilities 0 2015 2016 2017 2018 2019 a In 2019 and 2018, cash and cash equivalents presented in the statement of cash flows deviate from the figures in the balance sheet due to the reclassification of cash and cash equivalents to disposal groups: for the construction chemicals business (€21 million) and the pigments business (€7 million) in 2019, and for the oil and gas business (€219 million) in 2018. Cash flows from operating activities Payments made for intangible assets and property, plant and equipment Free cash flow BASF Report 2019 57 40 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Actual Development Compared with Outlook for 2019 4 Consolidated Financial Statements 5 Overviews Actual Development Compared with Outlook for 2019 Forecast/actual comparisona 2,519 Sales in the Chemicals segment declined considerably. At the beginning of 2019, we expected sales to reach the prior-year level. Contrary to expectations, the lower volumes projected as a result of the scheduled turnarounds of our steam crackers in North America and Europe could not be offset by higher volumes in the other business areas. We recorded slightly lower volumes for plasticizers and oxo alcohols in the Petrochemicals division, as well as for amines and polyalcohols in the Intermediates division; sales volumes for styrenes in the Petrochemicals division remained at prior-year level. Lower capacity utilization of the condensate splitter in Port Arthur, Texas, had a negative impact on volumes development in North America. EBIT before special items did not increase slightly as assumed, but declined considerably. In both divisions, we were unable to improve overall margins. The expected margin growth in the butanediol value chain in the Intermediates division, and in 2,455 6,436 Dividends Cash flows from financing activities 1 3 Cash flow (3,342) 2,966 Billion € (3,064) (3,021) (6,405) (52) 10 8 Changes in cash and cash equivalents affecting liquidity (121) (3,917) 6 4 Cash and cash equivalents at the beginning of the period and other changes 2,576 Cash and cash equivalents at the end of the yeara Materials Marketable securities 0.5 Special items 14.9 13.5 % EBITDA margin 4,052 460 1,345 496 29 1,751 (10.4%) 8,970 8,036 3,984 1,031 923 1,039 991 Depreciation and amortization Income from operations (EBIT) (488) 280 (305) (750) (184) (168) (203) (195) Financial result 5,974 (32.2%) 4,052 Special items Income from operations (EBIT) 4,536 765 1,065 984 1,722 EBIT before special items. 33.0% 2,996 3,984 Depreciation and amortization (484) Income from operations before depreciation and amortization (EBITDA) 8,036 1,491 2,268 Q3 Q2 Q1 +/- 2018 2019 Million € Sales and earnings by quarter in 2019ª Million € Sales and earnings 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Results of Operations To Our Shareholders 1 About This Report Maturities of financial indebtedness Million € December 31, Q4 Income before income taxes Full year 59,316 1,535 2,742 8,217 1,740 1,989 1,874 2,614 Income from operations before depreciation and amortization and special items Income from operations before depreciation and amortization (EBITDA) amortization and special items (11.4%) 9,271 8,217 Income from operations before depreciation, 59,316 14,686 14,556 14,478 15,596 Sales (1.5%) 60,220 Sales December 31, 1,556 1,177 + Current financial indebtedness Financial indebtedness - Marketable securities - Cash and cash equivalents Net debt Financing policy and credit ratings Earnings per share Full year Q4 Noncurrent financial indebtedness Q3 Q1 4,707 78.9% 8,421 Net income Sales and earnings by quarter in 2018ª Million € operations 863 5,945 Income after taxes from discontinued Q2 Million € Net debt For more information on the development of the balance sheet, see the Ten-Year Summary on pages 293 to 294 86,556 100.0 BASF Report 2019 In addition, provisions for pensions and similar obligations rose by €249 million, primarily as a result of significantly lower discount rates. Reclassifications to the disposal groups had an offsetting effect. The €317 million decline in noncurrent financial indebtedness was mainly due to the reclassification of two eurobonds with an aggre- gate carrying amount of around €1.3 billion from noncurrent to current financial indebtedness. This was partly offset by the issue of a 10-year eurobond with a carrying amount of €247 million and two new euro-denominated loans taken out for a total of €650 million. 54 54 About This Report 1 To Our Shareholders 2 Management's Report Financial Position 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Current liabilities declined by €6,725 million to €16,604 million. This was mainly driven by the derecognition of the disposal group for the oil and gas business in the amount of €5,750 million in the second quarter of 2019. The reclassification of current and non- current liabilities to the disposal groups for the pigments and con- struction chemicals businesses had an offsetting effect. Lower current financial indebtedness also contributed to the decline in current liabilities. The €2,147 million decrease in current financial indebtedness to €3,362 million was mainly due to the planned repayment of two eurobonds worth around €2 billion in total, as well as a reduction in U.S. dollar commercial paper. Offsetting effects included the above-mentioned reclassification of two bonds from noncurrent to current, as well as higher current liabilities to banks. The €429 million increase in other liabilities is primarily attributable to the initial inclusion of lease liabilities in connection with the introduction of IFRS 16, as well as higher negative fair values of derivatives. Current provisions declined by €314 million compared with the previous year, largely due to lower personnel provisions. Tax liabilities rose by €61 million year on year to €756 million. Net debt decreased by €2,691 million compared with Decem- ber 31, 2018, to €15,506 million. This was mainly the result of the €2,464 million decline in financial indebtedness. For more information on the composition and development of individual equity and liability items, see the Notes to the Consolidated Financial Statements from page 251 onward operations (38.1%) 4,116 2,546 (750) Financial result 5,945 (36) 18 5,686 277 Income after taxes from discontinued operations 6,281 (27.8%) 4,536 EBIT before special items 2,546 223 917 243 1,163 Income after taxes from continuing operations (307) (57.7%) (484) 3,302 276 (741) (1.2%) 293 Net income 5,954 4.00 0.63 0.99 0.68 1.70 € Adjusted earnings per share Income after taxes from continuing 9.17 0.16 1.00 6.48 1.53 € Earnings per share 5,233 (36.9%) 3,302 Income before income taxes 8,421 150 911 1,406 444 2020 2019 (5.6) (4,850) 42.4 36,699 48.4 42,056 5.0 4,294 4.9 (5,939) 4,291 Million € % Million € December 31, 2018 December 31, 2019 Equity Noncontrolling interests Other comprehensive income Retained earnings % 853 1.0 1,055 2.6 2,280 Tax provisions and deferred tax liabilities 8.6 7,434 8.8 7,683 Provisions for pensions and similar obligations Compared with the end of 2018, noncurrent liabilities increased by €878 million to €27,996 million. This was largely attributable to other liabilities. These rose by €973 million, mainly due to the inclusion of the lease liabilities recognized in connection with the initial applica- tion of IFRS 16. The equity ratio rose from 41.7% to 48.7%, mainly due to the book gain on the deconsolidation of the Wintershall companies. Equity rose by €6,241 million year on year to €42,350 million. Retained earnings increased by €5,357 million to €42,056 million, mainly because income after taxes significantly exceeded dividend payments. Other comprehensive income amounted to minus €4,850 million, after minus €5,939 million in the previous year. The increase was primarily due to a positive effect in the translation adjustment following the deconsolidation of Wintershall, which more than offset the higher actuarial losses. ■ Net debt declines to €15,506 million ■ Equity ratio of 48.7%, compared with 41.7% in previous year Equity and liabilities 31.3 1.2 (6.9) 41.7 36,109 48.7 42,350 Paid-in capital Equity and liabilities Financial Position 5 Overviews 86,556 100.0 86,950 Total assets 50.0 43,221 35.6 30,990 Current assets 16.9 14,607 4.6 4,013 Assets of disposal groups 2.7 2,300 2.8 2,427 Cash and cash equivalents 0.4 344 BASF Report 2019 2,346 52 About This Report Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Financial Position To Our Shareholders 1 About This Report BASF Report 2019 53 For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 239 onward Cash and cash equivalents amounted to €2,427 million, slightly above the prior-year level (2018: €2,300 million). Inventories declined by €943 million to €11,223 million, again primarily as a result of the reclassification to the disposal groups. Trade accounts receivable declined by €1,572 million, due among other factors to reclassifications to the disposal groups. The increase in other receivables and miscellaneous assets to €3,790 million (2018: €3,139 million) is mainly attributable to higher fair values for derivatives and growth in precious metal trading items. Current assets declined by €12,231 million to €30,990 million. This was largely the result of the derecognition of disposal groups in the total amount of €14,600 million for the paper and water chemicals business in the first quarter, and for the oil and gas business in the second quarter of 2019. Offsetting effects came from the reclassifi- cation of assets to disposal groups for the pigments business in the third quarter of 2019, and for the construction chemicals busi- ness in the fourth quarter. Other financial assets were also above the prior-year level, rising by €66 million to €636 million. Deferred tax assets rose by €545 million to €2,887 million, primarily as a result of the increase in pension provisions. Other receivables and miscellaneous assets also rose year on year, by €226 million to €1,112 million. This was mainly due to the higher positive fair values of derivatives and interest and currency swaps used to hedge bonds in U.S. dollars. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Net Assets 1 To Our Shareholders 42 3,362 2.7 1,340 Our financing policy aims to ensure our solvency at all times, limiting the risks associated with financing and optimizing our cost of capital. We preferably meet our external financing needs on the international capital markets. We strive to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. Our financing measures are aligned with our operational business planning as well as the company's strategic direction and also ensure the financial flexibility to take advantage of strategic options. Rated A2/P-1/outlook stable by Moody's and A/A-1/outlook stable by Standard & Poor's, BASF enjoys good credit ratings, especially compared with competitors in the chemical industry. Moody's awarded its latest rating on November 4, 2019, and Standard & Poor's most recently confirmed its rating on November 13, 2019. The contract with Scope Ratings expired at the beginning of September 2019 and was not extended by BASF. BASF Report 2019 55 About This Report 1 To Our Shareholders 2 Management's Report Financial Position ■ Rated A by Moody's and Standard & Poor's 3 Corporate Governance Consolidated Financial Statements 5 Overviews We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile, diversify our investor base and optimize our debt capital financing conditions. For short-term financing, we use BASF SE's U.S. dollar commercial paper program, which has an issuing volume of up to $12.5 billion. As of December 31, 2019, commercial paper with a nominal value of $968 million was outstanding under this program, compared with $2,922 million as of the previous year-end. A firmly commit- ted, syndicated credit line of €6 billion was taken out in January 2019 to cover the repayment of outstanding commercial paper. It can also be used for general company purposes. This credit line was not used at any point in 2019. Our external financing is there- fore largely independent of short-term fluctuations in the credit markets. Financing instruments Million € Total equity and liabilities 27.0 23,329 4 ■ Financing principles remain unchanged 18,197 15,506 2018 2021 1,078 15,015 15,332 3,362 5,509 2022 2,157 2023 1,223 18,377 20,841 2024 1,310 444 344 2,427 2,300 2025 and beyond 9,247 19.2 16,604 Current liabilities 6.6 5,122 5.9 5,087 Accounts payable, trade 27,118 32.1 27,996 Noncurrent liabilities 0.8 705 1.9 1,678 Other liabilities 17.7 15,332 17.3 15,015 Financial indebtedness 1.5 1,301 1.5 5.9 Other provisions Provisions 3.4 5,753 1.2 1,034 Liabilities of disposal groups 3.5 2,998 3.9 3,427 Other liabilities 6.4 5,509 3.9 3,362 Financial indebtedness 0.8 695 0.9 756 Tax liabilities 3.8 3,252 2,938 11,466 86,950 Investments including acquisitionsa Assets 15% Nutrition & Care Income from operations (EBIT) Million € 14% Surface Technologies Segment overview Agricultural Solutions 17% 21% Materials 19% Chemicals 6,281 4,536 8,970 8,036 60,220 Industrial Solutions 59,316 20% 2018 639 784 9,005 8,782 2,374 973 Materials 962 1,108 2019 8,947 1,573 622 Chemicals (6%) Other 2018 2019 2018 2019 8,978 Industrial Solutions BASF Group (378) 1,120 11,199 13,142 Surface Technologies 13% Agricultural Solutions 668 820 1,076 953 1,327 8,389 Industrial Solutions 10% Nutrition & Care 2,400 1,003 2,993 1,691 13,270 9,120 (461) 722 Other (483) 2,841 2,898 Other Contributions to EBITDA by segment 734 1,095 985 1,647 617 6,156 Agricultural Solutions 736 793 1,107 1,189 5,940 6,075 Nutrition & Care 5% 7,814 889 (688) 6,903 Other (667) (506) 27,585 26,856 299 759 BASF Group 4,052 5,974 86,950 86,556 4,097 10,735 BASF Report 2019 1 The segment data for 2018 has been restated to reflect the new segment structure. Figures do not include the construction chemicals activities presented as discontinued operations. 60 60 653 7,110 320 a Additions to property, plant and equipment (of which from acquisitions: €3 million in 2019 and €1,425 million in 2018) and intangible assets (of which from acquisitions: minus €37 million in 2019 and €5,540 million in 2018) 16,530 7,464 16,992 426 436 663 574 11,773 11,062 565 531 Surface Technologies 644 715 6,399 6,230 591 595 298 Agricultural Solutions Nutrition & Care 928 664 266 765 334 816 323 257 23% Agricultural Solutions 115 398 251 80 457 Materials 155 108 (16%) 119 206 143 129 159 151 Surface Technologies 61 164 205 213 243 230 264 Industrial Solutions Other 475 Industrial Solutions Chemicals Income from operations (EBIT) before special itemsa 24% Materials 15% Chemicals a Quarterly results not audited 14,985 14,686 14,960 14,556 15,119 14,478 15,156 15,596 BASF Group 115 22% Million € Q1 16% Nutrition & Care 2018 2019 2018 2019 2018 306 2019 2019 16% Surface Technologies Q4 Q3 222 Q2 2018 236 (77) Nutrition & Care Materials Materials 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 68 BASF Report 2019 See page 137 for the outlook for 2020 The construction of the new acetylene plant in Ludwigshafen, Germany, went according to plan and was started up on schedule in late 2019. In Nanjing, China, BASF built a plant for the production of several specialty amines. Our 50-50 joint venture there, BASF- YPC Company Limited, completed a capacity expansion for propi- onic acid. EBIT declined by €951 million to €622 million. EBIT includes a special charge from the impairment of project costs for a planned methane-to-propylene plant on the U.S. Gulf Coast. Margins in the Intermediates division declined slightly overall. In the acids and polyalcohols business, margins were significantly lower due to higher product availability on the market. The Materials segment is composed of the Performance Materials division and the Monomers division. The Materials segment's portfolio comprises advanced materials and their precursors for new applications and systems. These include isocyanates and polyamides as well as inorganic basic products and specialties for the plastics and plastics pro- cessing industries. We want to focus primarily on organic growth through differentiation via specific technological expertise, industry know-how and customer proximity to maxi- mize value in the isocyanate and polyamide value chains. In particular, earnings from steam cracker products in the Petro- chemicals division declined over the course of the year due to lower volumes, mainly owing to the scheduled turnarounds of our steam crackers in Europe and North America. Higher product availability on the market of ethylene, ethylene glycols and styrene monomers also contributed to the decrease in margins and earnings. In addition, fixed costs rose. In the previous year, we had received insurance refunds; in addition, maintenance expenses, especially for our steam crackers, were above the 2018 figure. Sales Performance Materials Income from operations before special items Change: -7% Percentage of sales: 53% Performance Materials €6.064 million Factors influencing sales €13,270 million Contributions to EBIT by segment 2018: Change: -14% €11,466 million 2019: Percentage of sales: 47% Monomers €5,402 million Change: -20% Isocyanates and polyamides as well as inorganic basic products and specialties for sectors such as the plastics, automotive and construction industries Monomers Polyurethanes, thermoplastics and foam specialties for sectors such as the transportation, construction and consumer goods industries, as well as for industrial applications Divisions 200 Income from operations (EBIT) before special items decreased by €796 million compared with the previous year to €791 million. The considerable decline in EBIT before special items affected both divisions, but especially Petrochemicals, and was the result of lower volumes and margins. €2,862 million (5) 73 278 121 423 740 Agricultural Solutions 79 126 189 225 214 220 254 222 161 North America 17% 38 (284) Asia Pacific 38% 42% Europe South America, Africa, Middle East 3% Location of customer Intermediates - Sales by region 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Chemicals To Our Shareholders 1 About This Report Million € (182) Other 734 2,945 844 1 To Our Shareholders About This Report Salesa (132) Volumes (3%) 2019 Prices (12%) 2018 Portfolio 0% Currencies 1% Sales 2 Management's Report (14%) 3 Corporate Governance Consolidated Financial Statements 2018 2019 2018 2019 17% Chemicals Q4 Q3 Q2 22 Q1 Contributions to EBIT before special items by segment Million € Business Review by Segment 5 Overviews 4 2019 BASF Report 2019 Change: -€1,397 million Certified soil-biodegradable plastic for mulch films Value for BASF Annual volume of relevant market in Europe > 100,000 metric tons BASF has offered ecovio®, a biodegradable plastic for agricultural mulch films, since 2012. In 2019, ecovioⓇ films became the first material to be certified as soil-biodegradable according to the European standard DIN EN 17033. Unlike the conventional polyethylene (PE) films used in many countries, ecovioⓇ films do not have to be laboriously collected after the harvest. Instead, farmers can plough them into the soil. Naturally occurring micro- organisms in the soil recognize the structure of the film as food they can metabolize. This means that the film fully biodegrades in the soil and does not remain there as microplastic like thin PE film does. The European market for mulch films exceeds 100,000 metric tons per year, and the global market exceeds 2 million metric tons per year. If tighter legislation is implemented to protect soils from microplastics, this could provide additional sales opportunities for ecovioⓇ. In September 2017, BASF signed an agreement with Solvay on the acquisition of Solvay's integrated polyamide business. The E.U. Commission approved the acquisition on January 18, 2019 sub- ject to certain conditions, including the sale of Solvay's polyamide 6.6 (PA6.6) production facilities in Europe. Domo Chemicals was approved by the E.U. Commission as the buyer. The transactions Value for the environment Reduction in greenhouse gas emissions up to 60% An independently reviewed life cycle assessment of agriculture in China shows that soil-biodegradable ecovioⓇ mulch films can reduce the carbon footprint of crop production by up to 60% compared with thin PE mulch films (thickness ≤25 micrometers). While PE microplastic residues block access of nutrients to the plant roots, ecovioⓇ films do not accumulate in the soil. As a result, they do not inhibit the uptake of nutrients to the plant root and enable more efficient use of fertilizers and irrigation water. ecovioⓇ films thus help to sustain soil health, even in the produc- tion of vegetables and other crops aimed at increasing yields. between Solvay and Domo Chemicals and Solvay and BASF closed on January 31, 2020. For more information on the transaction with Solvay, see page 43 BASF Report 2019 70 10 ecovioⓇ 1,003 2,400 How we create value - an example Additional differentiators, which continue to gain importance, are our product portfolio of bio-based material solutions and our sus- tainable production approaches. Such differentiated service and product offerings enable us to continuously expand the application horizon of our portfolio, thus generating innovative use cases and ultimately broadening markets. The segment's global production network allows us to operate close to our customers. 69 69 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Materials Strategy ■Industry-leading portfolio of high-performance materials and their precursors, leveraging two integrated value chains ■ Differentiated products and solutions for the automotive, construction and consumer goods industries The Materials segment provides a toolbox of high-performance materials that is unique in the industry. Our major integrated isocyanate and polyamide value chains are complemented by a number of specialties for the plastics and plastics processing industries. The Materials segment offers specially developed polymers and solutions to major customer industries such as auto- motive, construction, electrical and electronics, and consumer goods. We cater to the growing needs of consumers in all key markets by developing new applications, high-performance materials, systems and digital solutions. Application know-how, industry knowledge and customer proximity are key differentiators. BASF's compe- tence in this field is extended by advanced material simulation capabilities, which are a unique selling proposition in the industry. The new MDI synthesis unit in Geismar, Louisiana, is a major mile- stone toward increasing MDI production capacity in North America. This investment supports the growth of our MDI customers in the North American market. 757 2018 2018 1,469 1,519 1,439 1,495 1,568 1,561 Nutrition & Care 24% Agricultural Solutions 3,085 3,634 2,629 3,325 2,844 3,161 1,500 2,641 1,464 (15%) 698 689 744 574 699 Other 1,684 1,808 1,243 1,561 1,501 1,796 1,728 2,649 Agricultural Solutions Other 2019 3,022 18% 2,931 Materials 18% Industrial Solutions 2,828 2,375 3,129 2,429 2,792 2,180 20 2,548 Chemicals 22% Materials 3,460 Surface Technologies 2,961 2,894 Nutrition & Care 2,207 1,932 2,325 2,130 2,348 2,141 2,240 2,186 Industrial Solutions 16% Surface Technologies 2,983 2,680 3,321 3,506 67 (161) 59% Europe Comprehensive portfolio of intermediates and specialties, which are used as precursors for products such as coatings, plastics, textile fibers, pharmaceuticals and crop protection products Sales Intermediates €2,862 million Change: -9% Percentage of sales: 30% Factors influencing sales 2019: €9,532 million Change: -18% 2018: €11,694 million Petrochemicals €6,670 million Income from operations before special items Million € Volumes (11%) 2019 Prices (9%) 2018 Portfolio 0% Intermediates Broad portfolio of high-quality basic chemicals and specialties tailored to the needs of internal and external customers from industries such as chemicals and plastics Petrochemicals Divisions 1,751 2,263 496 1,872 1,345 1,369 460 470 a Quarterly results not audited BASF Report 2019 Currencies 62 About This Report 1 To Our Shareholders 2 Management's Report Chemicals 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Chemicals The Chemicals segment consists of the Petrochemicals and Intermediates divisions. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal transfers, our customers mainly come from the chemical and plastics industries. We aim to expand our competitiveness through technological leadership and operational excellence. 62 2% Sales (18%) €1 billion In Ludwigshafen, Germany, BASF has started up a replacement acetylene plant with a capacity of 90,000 metric tons. The new plant offers extensive digital features such as augmented reality and a reliability center, which help improve process efficiency and ensure higher plant availability. This safeguards the site's supply of this important intermediate and further strengthens the long- term competitiveness of the Ludwigshafen site. Around 20 plants use acetylene as a versatile component of downstream products. These are essential to many value chains, including plastics, solvents and electronic chemicals. BASF customers use these products in the automotive, pharmaceutical, construction, con- sumer goods and textiles industries. The new plant supplies and safeguards value chains with a total annual contribution margin of up to €1 billion. Value for the environment Fossil resource use around -10% BASF has developed a proprietary, multi-stage chemical process to produce acetylene and a mixture of hydrogen and carbon monoxide, which is used as syngas, from natural gas and oxygen. Compared with the old plant, the new plant uses around 10% less fossil feedstock (such as natural gas) for this process per metric ton of end product. In addition, the new plant also generates less by-product (such as naphthalene and acetylene coke) per metric ton of end product. Energy is also saved since transportation logistics are no longer required for these by-products. BASF Report 2019 19 64 About This Report 1 To Our Shareholders up to 2 Management's Report Chemicals 4 Consolidated Financial Statements 5 Overviews feasibility study in October 2019. BASF's main focus is the invest- ment in the acrylics value chain. In line with BASF's stated goal of CO2-neutral growth until 2030, the partners are evaluating a globally unique concept to fully power the site with renewable energy. In October 2018, BASF and Sinopec signed a memorandum of understanding to expand the existing 50-50 joint venture, BASF- YPC Company Limited (BYC), at the Verbund site in Nanjing, China. The aim is to further strengthen the joint production of chemical products in China. In 2020, we will expand production capacities for neopentyl glycol at the Nanjing site to continue to support our Chinese customers' growth. At our Verbund site in Antwerp, Belgium, we are planning a signifi- cant capacity expansion of our ethylene oxide plant. The project also includes several downstream plants, for example for the production of surfactants. In Ludwigshafen, Germany, we further strengthened our Verbund by replacing our acetylene plant with a modern, highly efficient plant. The multi-stage startup process was completed in 2019. Products, customers and applications Division 3 Corporate Governance BASF Group Annual contribution margin along the value chain More energy-efficient production of an intermediate essential to many value chains BASF Report 2019 Change: -22% Percentage of sales: 70% 791 1,587 Change: -€796 million 63 80 About This Report 1 To Our Shareholders 2 Management's Report Chemicals Value for BASF 3 Corporate Governance Consolidated Financial Statements 5 Overviews Strategy ■ Integrated production facilities form core of Verbund ■ Technological leadership and operational excellence provide most important competitive edge The Chemicals segment is at the heart of the Verbund. Its produc- tion facilities supply BASF's segments with basic chemicals and intermediates for the production of higher value-added products. In this way, the segment makes a significant contribution to BASF's organic growth. The Chemicals segment is also a reliable supplier and provides chemicals of consistently high quality and markets them to customers in downstream industries. We create value through process and product innovation and invest in research and development to implement new, sustainable tech- nologies and to make our existing technologies even more efficient. Technological leadership, operational excellence and a clear focus on individual value chains are among our most important competi- tive advantages. We concentrate on the critical success factors of the classic chemicals business: leveraging economies of scale and the advantages of our Verbund, high asset reliability, continuous optimization of access to raw materials, lean and energy efficient processes - including reducing greenhouse gas emissions - and reliable, cost-effective logistics. Furthermore, we are constantly improving our global production structures and aligning these with regional market requirements. We continuously improve our value chains and are expanding our market position - especially in Asia - with investments and collaborations in growth markets. Alongside the planned construction of an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong, we are evaluating a joint investment in a chemical complex in Mundra, India, together with our partners the Abu Dhabi National Oil Company (ADNOC), Abu Dhabi, United Arab Emirates; the Adani group (Adani), Ahmedabad, India; and Borealis AG (Borealis), Vienna, Austria. The parties signed a memorandum of understanding to undertake a joint How we create value - an example New acetylene plant in Ludwigshafen, Germany 4 (171) (142) (99) Q1 22 Q2 €6,670 million Q3 Q4 2019 2018 2019 2018 Million € 2019 2019 2018 Chemicals 302 470 (37) 450 248 398 109 2018 255 Income from operations (EBIT)a 5 Overviews (83) (61) (169) BASF Group 1,722 2,280 984 1,938 1,065 1,442 Business Review by Segment 765 a Quarterly results not audited BASF Report 2019 61 199 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 621 Petrochemicals Materials 811 207 212 224 186 89 69 Agricultural Solutions 772 417 29 248 259 43 (39) 84 (46) Other (319) (86) (375) (150) 169 43 321 124 174 319 757 262 71 147 Industrial Solutions 407 248 228 207 Nutrition & Care 207 47 42 Surface Technologies 144 155 125 137 192 108 202 156 Intermediates 659 Location Income from operations (EBIT) Special items EBIT before special items Return on capital employed (ROCE) 2019 2018 +/- 9,532 11,694 (18%) 6,670 8,561 (22%) 2,862 3,133 (9%) 3,428 3,611 (5%) 12,960 15,305 (15%) 1,574 2,245 (30%) 1,545 Depreciation and amortizationa Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Intersegment transfers 590,000 Plasticizers 595,000 a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. BASF Report 2019 66 99 About This Report 1 To Our Shareholders 2 Management's Report Chemicals 3 Corporate Governance 2,234 4 5 Overviews Business review Segment data - Chemicals Million € Chemicals Petrochemicals Intermediates ■ Sales down 18% to €9,532 million due to lower volumes and prices ■ EBIT before special items declines 50% to €791 million as a result of considerably lower contributions from both divisions Sales to third parties in the Chemicals segment declined by €2,162 million year on year to €9,532 million in 2019. This was mainly due to the considerable sales decrease in the Petrochemi- cals division of €1,891 million to €6,670 million. Sales also declined considerably in the Intermediates division by €271 million to €2,862 million. Factors influencing sales - Chemicals Sales to third parties of which Petrochemicals Intermediates Consolidated Financial Statements 545,000 (31%) 16.2 Prices also decreased significantly overall, particularly in the Petro- chemicals division. Prices declined in all regions and business areas here, largely following the decrease in raw materials prices for naphtha and butane, our most important feedstocks. Prices were also pushed down by new ethylene capacities in the United States as well as the trade conflict between the United States and China and the resulting market uncertainty. Price levels declined consider- ably in the Intermediates division, likewise in all regions and espe- cially in the acids and polyalcohols business. Sales development was attributable to lower volumes and prices in both divisions, but especially in the Petrochemicals division. Here, sales volumes declined significantly as a result of the scheduled turnarounds of our steam crackers in North America and Europe. In addition, lower capacity utilization of the condensate splitter in Port Arthur, Texas, had a negative impact on volumes development in North America. The slight decline in volumes in the Intermediates division was largely attributable to lower sales volumes for butanediol and derivatives, especially in the businesses serving the automotive and textile industries. a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment (9%) (22%) (18%) 2% 1% 2% Sales Currencies (5%) 114 108 Research and development expenses 0% 0% 0% 15% 962 1,108 Investments including acquisitionsb (6%) (10%) (9%) Positive currency effects in both divisions had a slight offsetting effect. Petrochemicals - Sales by region Location of customer South America, Africa, Middle East 5% Asia Pacific 10% North America 26% 19.1 923 661 40% 1,573 (60%) (169) (14) 791 1,587 (50%) % % 6.8 Volumes Prices Portfolio (11%) (13%) (5%) Assets 8,978 8,947 0% Material investments BASF Report 2019 17.7 2,610,000 622 350,000 Ludwigshafen, Germany Nanjing, China Antwerp, Belgium 2019 40,000 80,000 2020 30% increase 2022 65 About This Report 1 2 Management's Report Chemicals 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Production capacities of significant products³ Product Acrylic acid Alkylamines Formic acid Benzene Butadiene Butanediol equivalents Ethanolamines and derivatives Expansion: ethylene oxide plant Feedstock flexibilization of steam cracker Ethylene Replacement: acetylene plant Construction: specialty amines plant Expansion: propionic acid planta Expansion: neopentyl glycol planta Expansion: tertiary butylamine plant BASF Report 2019 69,000 180,000 30,000 2019 n/a 21,000 2019 90,000 15,000 2019 1,080,000 2022 n/a n/a Startup Total annual capacity (metric tons) Additional annual capacity through expansion (metric tons) Chemical, plastics, coatings, construction, automotive, textile, pharmaceutical and agricultural industries Production of detergents and cleaners as well as crop protection products and textile fibers Use in the BASF Verbund Chemical and plastics industry, construction, detergent, hygiene, automotive, packaging and textile industries; production of paints, coatings, cosmetics, oilfield and paper chemicals Customer industries and applications Use in the BASF Verbund Specialties: specialty amines such as tertiary butylamine and polyetheramine, gas treatment chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols, acrylic monomers, styrene and polystyrene, styrenic foams, superabsorbents Products a Operated by a joint venture with Sinopec Ethylene oxide To Our Shareholders Oxo-C4 alcohols (calculated as butyraldehyde) 205,000 1,445,000 3,480,000 430,000 670,000 680,000 Project South America, Africa, Middle East 910,000 250,000 Neopentyl glycol 1,510,000 (metric tons): Europe North America Asia Pacific 305,000 1,625,000 Annual capacity PolyTHF® Propionic acid Propylene StyroporⓇ/NeoporⓇ Superabsorbents - ■ - Sites 0% 784 Investments including acquisitionsb (3%) 639 (12%) (21%) 0% The sales decrease was primarily driven by significantly lower prices for isocyanates in the Monomers division due to higher market supply. Price levels for polyamides also declined. In the Performance Materials division, sales were slightly reduced by lower sales prices Currency effects had a slightly positive impact in both divisions. as a result of lower raw materials prices for methylene diphenyl diisocyanate (MDI). 23% 0% Research and development expenses 193 194 (1%) Currencies level. Higher isocyanate volumes were offset by lower polyamide prior-year level. The main driver was weak demand caused by volumes due to weaker demand from key industries. Portfolio 1% Sales (14%) (7%) (20%) a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment 2% 1% 1 To Our Shareholders Location of customer Monomers - Sales by region €6,064 million 39% Europe North America 26% Asia Pacific 31% South America, Africa, Middle East 4% South America, Africa, Middle East 7% Prices Performance Materials - Sales by region Materials 5 Overviews Consolidated Financial Statements 4 2 Management's Report 3 Corporate Governance Location of customer 2 Management's Report To Our Shareholders 1 About This Report 73 BASF Report 2019 See page 137 for the outlook for 2020 EBIT declined by €1,401 million year on year to €973 million. Special charges arose in 2019, mainly from preparations for the integration of the Solvay businesses acquired on January 31, 2020, and in connection with the Excellence Program. In addition, fixed costs in the Monomers division were slightly higher than in the previous year. This was primarily attributable to the insur- ance refunds received in the third quarter of 2018. At €1,003 million, income from operations (EBIT) before special items was €1,397 million below the prior-year level. Both divisions contributed to the considerable decline in EBIT before special items, but in particular Monomers. The decrease in the Monomers division was mainly due to lower isocyanate margins. Lower vol- umes and prices in the polyamide value chain also had a negative effect. Volumes also declined in the Performance Materials division. Asia Pacific 29% North America 21% 43% Europe Sales volumes also declined in the Performance Materials division. The sales decrease here was driven by significantly lower demand for our products from key industries, particularly the automotive industry. In the Monomers division, volumes were at the prior-year In the Performance Materials division, sales to the automotive industry were considerably below the previous year due to lower volumes, primarily reflecting the significant drop in automotive manufacturers' production figures. Sales volumes were also negatively impacted by tighter environmental protection require- ments in our growth markets in Asia and political uncertainty. Sales in the consumer goods industry were likewise down from the political uncertainty in Europe and Asia, which dampened develop- ments in our thermoplastic polyurethanes business in particular. By contrast, our biodegradable plastics business developed positively on the back of stronger demand and the favorable regulatory environment. Sales to the construction industry were considerably lower compared with the previous year, mainly due to lower sales prices, especially in Europe and Asia. Sales volumes also declined, largely as a result of lower demand for polyurethane systems in Europe, Asia and North America. BASF Report 2019 72 About This Report €5,402 million (2%) 718 8,782 910,000 820,000 2,610,000 545,000 ■ Sales 14% below previous year at €11,466 million, mainly as a result of lower prices 3 Corporate Governance 385,000 ■ EBIT before special items of €1,003 million; 58% year-on- year decrease primarily due to lower isocyanate margins Sales to third parties in the Materials segment declined by €1,804 million compared with the previous year to €11,466 million. This was mainly attributable to the Monomers division, where sales decreased considerably by €1,351 million year on year to €5,402 million. The Performance Materials division also recorded a considerable sales decrease of €453 million to €6,064 million. 675,000 Factors influencing sales - Materials of which Performance Materials Monomers Intersegment transfers Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) 2019 2018 Sales to third parties 920,000 Startup Project Segment data - Materials Business review Materials Million € 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 71 2022 Construction: engineering plastics plant 2020 Construction: MDI synthesis unit 2019 Capacity expansion: CellastoⓇ 2019 Capacity expansion: engineering plastics +/- 11,466 13,270 (14%) (59%) Special items (30) (26) (15%) Performance Materials Materials Monomers Volumes (3%) (6%) 0% EBIT before special items Return on capital employed (ROCE) Assets 1,003 2,400 (58%) % 10.7 26.1 2,374 9,005 973 619 6,064 6,517 (7%) 5,402 6,753 (20%) 849 962 (12%) 12,315 14,232 (13%) 1,719 3,020 (43%) 1,691 2,993 (44%) % 14.7 22.6 16% 4 Products 5 Overviews 57,000 265,000 Project Startup Construction: production plant for engine coolants 2020 Capacity expansion: antioxidants (IrganoxⓇ) 2021 Capacity expansion: antioxidants (IrganoxⓇ) 1,740,000 2019 2019 Capacity expansion: production plant for acrylics dispersions Capacity expansion: light stabilizers (TinuvinⓇ NOR® 356) Construction: production plant for plastic additives 2020 2020 2019 BASF Report 2019 77 About This Report 1 Capacity expansion: production plant for UV acrylic hotmelts. Annual capacity (metric tons) Pontecchio, Italy Shanghai, China Pasir Gudang, Malaysia 4 Consolidated Financial Statements 5 Overviews Production capacities of significant productsª Product Sites South America, Europe North America Asia Pacific Africa, Middle East Acrylics dispersions Formulation additives Polyisobutene a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Material investments Location Cincinnati, Ohio Jurong, Singapore Kaisten, Switzerland Ludwigshafen, Germany To Our Shareholders 3 Corporate Governance 2 Management's Report Industrial Solutions 4 (2%) 3,211 3,828 (16%) 524 525 (0%) 8,913 9,645 5,292 (8%) 1,090 15% 1,327 1,076 23% % 15.8 11.8 438 1,249 5,178 (8%) 9,120 Consolidated Financial Statements 5 Overviews Business review Segment data - Industrial Solutions Million € ■ Sales 8% lower at €8,389 million, mainly due to the transfer of the paper and water chemicals business to the Solenis group ■ EBIT before special items €152 million higher as a result of considerable earnings growth in both divisions At €8,389 million, sales to third parties in the Industrial Solutions segment were €731 million below the prior-year figure in 2019. This was primarily attributable to considerably lower sales in the Perfor- mance Chemicals division, where sales decreased by €617 million to €3,211 million. Sales in the Dispersions & Pigments division declined slightly by €114 million to €5,178 million. Factors influencing sales - Industrial Solutions Sales to third parties of which Dispersions & Pigments Performance Chemicals Intersegment transfers Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin 1,765,000 Depreciation and amortizationa Income from operations (EBIT) Special items EBIT before special items 2019 2018 +/- 8,389 3 Corporate Governance Consolidated Financial Statements 2 Management's Report Industrial Solutions About This Report Portfolio (8%) Currencies 2% Sales (8%) BASF Report 2019 820 668 2018 Change: €152 million About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Strategy ■ Tailor-made products and solutions improve our customers' applications and processes 74 (1%) Prices 2019 Industrial Solutions Industrial Solutions The Industrial Solutions segment consists of the Disper- sions & Pigments and the Performance Chemicals divisions. The segment develops and markets ingredients and addi- tives for industrial applications, such as fuel and lubricant solutions, polymer dispersions, pigments, resins, electronic materials, antioxidants, light stabilizers, oilfield chemicals, and mineral processing and hydrometallurgical chemicals. We aim to drive organic growth in key industries such as automotive, plastics, electronics, and energy and resources, and expand our position in value-enhancing additives and solutions by leveraging our comprehensive industry exper- tise and application know-how. Sales Divisions Dispersions & Pigments Raw materials used to formulate products in the coatings, con- struction, paper, printing and packaging, adhesives and electronics industries Performance Chemicals Customized products for various customer industries such as chemicals, plastics, consumer goods, energy and resources, as well as automotive and transportation Performance Chemicals €3,211 million Change: -16% 2019: €8,389 million Percentage of sales: 38% Factors influencing sales Change: -8% 2018: €9,120 million Dispersions & Pigments €5,178 million Change: -2% Percentage of sales: 62% Income from operations before special items Million € Volumes (1%) ■ Global presence ensures reliable supply to customers in all regions 1 To Our Shareholders We take on the challenges posed by important future issues, especially population growth: scarce resources, environmental and climatic stressors, greater demand for food and the desire for better quality of life. In doing so, we focus on research and development and maintain close relationships with leading companies in our customer industries. We position ourselves globally to reliably supply customers in all regions. We invest in the development of innova- tions that enable our products and processes - as well as our customers' applications and processes - to make a contribution to sustainability: for example, by allowing resources to be used more efficiently. We support our customers by serving as a reliable supplier with consistently high product quality, good value offerings and lean processes. We draw on our in-depth application knowledge and technological innovations to strengthen customer relationships in key industries. 5 Overviews announced in May 2018. Since February 1, 2019, we have held a 49% share in Solenis, which is accounted for using the equity method. For more information on the transaction with Solenis, see page 43 Products, customers and applications Division On August 29, 2019, BASF and DIC, Tokyo, Japan, reached an agreement on the acquisition of BASF's global pigments business. The assets and liabilities to be divested were reclassified to a disposal group in the Dispersions & Pigments division as of this date. The transaction is expected to close in the fourth quarter of 2020, subject to the approval of the relevant competition authorities. For more information on the transaction with DIC, see page 43 Dispersions & Pigments Performance Chemicals Consolidated Financial Statements BASF Report 2019 Antioxidants, light stabilizers and flame retardants for plastic applications Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants Process chemicals for the extraction of oil, gas, metals and minerals; chemicals for enhanced oil recovery Kaolin minerals Customer industries and applications Coatings, construction, paper, printing and packaging, adhesives and electronics industries Chemicals, plastics, consumer goods, automotive and transportation industries, as well as energy and resources 76 984 Polymer dispersions, resins, additives, pigments, electronic materials 4 3 Corporate Governance 2 Management's Report Industrial Solutions We are increasing global production capacity for the antioxidant Irganox® 1010 by 40% through production increase projects at our sites in Jurong, Singapore, and Kaisten, Switzerland. With the start of production in Kaisten in 2019 and Jurong in early 2021, BASF How we create value - an example AlcotacⓇ Use of organic binders reduces inorganic betonite binder usage in iron ore pelletization Value for BASF Expected annual sales growth >25% The market for binders used in the agglomeration of mineral substrates, for example to create iron ore pellets, has a current total volume of around €600 million. Betonite-based binders currently make up more than 90% of the entire market. As part of its Alcotac product line, BASF has now developed novel polymer binding agents that offer better dose efficiency and can be used as co-binders together with conventional betonite binders. BASF strengthens its market presence with the organic AlcotacⓇ binders and aims to generate annual sales growth of more than 25% over the coming years. aims to better serve the growing demand from customers in Asia and Europe, the Middle East and Africa. We launched our GlysantinⓇ branded engine coolant products in the North American automotive market in January 2020. Capital invest- ments at our production site in Cincinnati, Ohio, are underway, adding to our global footprint, which includes sites in Europe, Asia and South America. BASF Report 2019 Value for the environment Reduction of sulfur dioxide emissions up to 25% Iron ore pellets are still usually made using conventional betonite binders. However, this produces undesirable contaminants such as silicon dioxide and sulfur. The use of only small quantities of AlcotacⓇ products as co-binders can reduce betonite usage by up to 60%. The organic binder leaves virtually no residues in the firing process. This increases the quality and thus the value of the iron ore and can reduce sulfur dioxide emissions by up to 25%. In 2019, we doubled the production capacity for the adhesive raw material acResinⓇ with the startup of a second production facility in Ludwigshafen, Germany. To provide a reliable supply of high-quality dispersions solutions in the growing ASEAN, Australian and New Zealand markets, we plan to double the production capacity for acrylics dispersions in Pasir Gudang, Malaysia. The new line will be operational in 2020. On January 31, 2019, BASF and Solenis completed the transfer of BASF's paper and water chemicals business to Solenis as 75 About This Report 1 To Our Shareholders Our products create additional value for our customers and enable market differentiation. We develop new solutions together with our customers and strive for long-term partnerships that create profit- able growth opportunities for both parties. Efficient production set- ups, backward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership are essential here. BASF Report 2019 13% Geismar, Louisiana South America, Africa, Middle East 11% 37% Europe Asia Pacific 26% €3,211 million North America 26% Income from operations (EBIT) before special items rose by €152 million to €820 million. This was mainly the result of lower fixed costs, positive currency effects and higher margins. In both divisions, we considerably improved earnings compared with the previous year. The earnings improvement in the Performance Chemicals division was attributable to lower fixed costs and positive currency effects. The slight margin growth in the Dispersions & Pigments division was due to positive currency effects and lower raw materials prices. In addition, fixed costs were below the prior-year level thanks to cost optimization measures. Compared with 2018, EBIT rose by €236 million to €889 million. EBIT included special income of €185 million in the Performance Chemicals division from the transfer of BASF's paper and water chemicals business to the Solenis group. See page 137 for the outlook for 2020 BASF Report 2019 79 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Location of customer Performance Chemicals - Sales by region 5 Overviews Consolidated Financial Statements (2%) (16%) The sales decrease largely reflected the transfer of BASF's paper and water chemicals business, which was previously reported under the Performance Chemicals division, to the Solenis group as of January 31, 2019. Volumes were also lower overall. Slightly higher sales volumes in the Performance Chemicals division, especially for fuel and lubricant solutions, were unable to offset the slightly lower volumes in the Dispersions & Pigments division. The slight decline in prices in both divisions, mainly as a result of lower raw materials prices, also contributed to the sales decrease. Positive currency effects in both divisions, especially relating to the U.S. dollar, had an offsetting impact. BASF Report 2019 Dispersions & Pigments - Sales by region Location of customer South America, Africa, Middle East 6% 4 Asia Pacific 31% North America 25% 38% Europe 78 About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 €5,178 million (8%) Consolidated Financial Statements Surface Technologies 2019 Prices 2018 Portfolio 0% Currencies 3% Sales Zhanjiang, China BASF Report 2019 Percentage of sales: 71% 722 617 Change: €105 million 80 80 423 1% Volumes Million € Income from operations before special items Surface Technologies The Surface Technologies segment comprises the Catalysts and Coatings divisions. The segment bundles the chemical surface solution businesses. Its portfolio includes coatings, surface treatments, catalysts and battery materials for the automotive and chemical industries. The aim is to drive organic growth by leveraging our portfolio of technologies and establishing BASF as a leading and innovative solution provider in fields such as battery materials. UPLAB Divisions Catalysts Automotive and process catalysts, battery materials, precious metal trading, recycling Coatings Coatings solutions, surface treatments, decorative paints 5 Overviews Sales Percentage of sales: 29% Factors influencing sales 2019: €13,142 million Catalysts €9,396 million Change: 26% Change: 17% 2018: €11,199 million Coatings €3,746 million Change: 0% Sales 17% 2% Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, agriculture, medical technology, sanitation and water industry, solar thermal energy and photovoltaics Use in the BASF Verbund Customer industries and applications Isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Engineering plastics, biodegradable plastics, foam specialties, polyurethanes Products Monomers Performance Materials Division Products, customers and applications In late November 2019, the official groundbreaking ceremony was held for the first plants at the planned integrated Verbund chemical production site in Zhanjiang in the southern Chinese province of Guangdong. The plants will produce engineering plastics and thermoplastic polyurethane (TPU) to serve the growing demand in various growth industries in the southern Chinese market and throughout Asia. Materials 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report Industries such as plastics, woodworking, furniture, packaging, textile, construction and automotive 889 Production capacities of selected productsª Ammonia Dahej, India a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment Altamira, Mexico Location Material investments a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Sulfuric acid Propylene oxide Annual capacity (metric tons) South America, Africa, Middle East Asia Pacific North America Europe Sites Polyamide precursors Polyamides 6 and 6.6 Isocyanates Urea Chlorine Product 653 4% Investments including acquisitionsb 8.7 Assets 6,903 7,464 (8%) Volumes Prices Portfolio (1%) (3%) 2% 426 436 (2%) (1%) (1%) (1%) Research and development expenses 192 224 (14%) (8%) 0% (19%) Currencies % Return on capital employed (ROCE) 12.5 Dispersions & Pigments Industrial Solutions 23% 668 820 (15) 69 36% 2% Performance Chemicals 2% To Our Shareholders 2 Management's Report Surface Technologies 2019 4 Consolidated Financial Statements 1 2019 3 Corporate Governance About This Report 2019/2020 82 2019 2020 2021 2020 2021 2020 2021 2022 82 2020 Prices Startup Ludwigshafen, Germany Münster, Germany Pinghu, China Shanghai, China Środa Śląska, Poland Tultitlán, Mexico Project Capacity expansion: resin plant Capacity expansion: resin plant Capacity expansion: automotive refinish coatings plant Capacity expansion: for NaftosealⓇ aircraft sealants. Construction: specialty zeolites plant for mobile emissions catalysts Construction: plant for functional films Construction: laboratory building for automotive coatings Replacement: small can filling and packaging system Construction: cathodic dip coating line New surface treatment site Construction: plant for mobile emissions catalysts 5 Overviews Capacity expansion: plant for mobile emissions catalysts Capacity expansion: automotive coatings plant BASF Report 2019 2020 Business review Intersegment transfers Sales including transfers Million € 11,199 17% 9,396 7,469 26% 3,746 3,730 0% 212 13,142 192 13,354 11,391 17% 1,173 995 18% 1,120 953 18% 10% Segment data - Surface Technologies +/- 2019 ■ Sales growth of 17% to €13,142 million, primarily as a result of significantly higher precious metal prices in the Catalysts division ■ EBIT before special items 17% higher at €722 million due to increases in both divisions Sales to third parties in the Surface Technologies segment rose by €1,943 million to €13,142 million. This was due to considerably higher sales in the Catalysts division, which was up €1,927 million from the previous year at €9,396 million. At €3,746 million, sales in the Coatings division were at prior-year level. Factors influencing sales - Surface Technologies Sales to third parties Special items 16% 574 663 2018 21% 457 8.5 8.5 % of which Catalysts Coatings Langelsheim, Germany Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) 379 Jiangmen, China 4 Caojing, China 3% (1%) 217 214 Research and development expenses 0% 0% 0% 6% 4% 531 Investments including acquisitionsb 2% 18% 13% 6% 11,062 11,773 About This Report 1 To Our Shareholders 565 2 Management's Report Surface Technologies 1% 26% Volumes 5.3 5.7 % Return on capital employed (ROCE) Coatings Catalysts 17% 617 17% 722 Surface Technologies (37%) (43) Currencies Sales 1% 4% a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment 0% EBIT before special items 3 Corporate Governance 4 Consolidated Financial Statements 2 Management's Report 3 Corporate Governance Portfolio Consolidated Financial Statements 5 Overviews Surface Technologies Products, customers and applications Division Products 1 To Our Shareholders Catalysts Battery materials Coatings Material investments Customer industries and applications Automotive and chemical industries, refineries, battery manufacturers, solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials Coatings solutions for automotive applications, technology and system solutions for surface treatments, decorative paints Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers Precious and base metal services Location Automotive catalysts, process catalysts and technologies About This Report 81 BASF Report 2019 5 Overviews Strategy ■ Development of chemical solutions for surfaces in close collaboration with our customers ■ Targeting organic growth and a leading market position in battery materials In the Surface Technologies segment, our focus is on the protection, modification and development of surfaces. We develop innovative products and technologies in close collaboration with our customers from the catalysts, coatings, battery materials and surface treat- ments sectors. Our aim is to drive organic growth by leveraging our portfolio of technologies to find the best solution for our customers in terms of functionality and cost. This helps our customers to drive forward innovation in their industries and contribute to sustainable development. We aim to establish BASF as a leading and innovative provider of battery materials and benefit from the strong growth in this specific market segment. A global production network for battery materials is crucial here. In 2018, we started construction of a plant in Harjavalta, Finland, to produce battery material precursors for the European automotive market. The production plant is being built next to the nickel and cobalt refinery owned by Norilsk Nickel (Nornickel). BASF and Nornickel have signed a long-term, market- based supply agreement for nickel and cobalt from Nornickel's metal refinery. With the investment, BASF will be present in all major How we create value - an example OxsilanⓇ Eco-friendly thin-film technology for metal pretreatment Value for BASF Number of cars in which OxsilanⓇ was used in 2019 around 2 million Metal pretreatment provides long-term corrosion protection and ensures optimal paint adhesion in manufacturing processes in the automotive, appliance and packaging industries. In our OxsilanⓇ process, the same degree of corrosion protection is achieved with a thin layer of polysiloxanes as with the zinc- phosphating layers in traditional phosphating processes, which are around 10 times thicker. OxsilanⓇ, which we added to our portfolio with the acquisition of the Chemetall business, was used in around two million cars in 2019. We have recently gained additional approvals from automotive manufacturers, especially in Asia. We are continuously developing the technology to further improve the anti-corrosion performance and are currently under- going approval processes at original equipment manufacturers for our latest OxsilanⓇ technology. regions with local battery materials production and increased customer proximity. Another focus area is the continuous optimiza- tion of our product and services portfolio and our structures according to different regional market requirements as well as trends in our customer industries. On December 21, 2019, BASF and an affiliate of Lone Star, a global private equity firm, signed an agreement on the sale of BASF's Value for our customers Process costs reduced by (59) up to 20% The OxsilanⓇ technology not only reduces materials consump- tion in metal pretreatment due to thinner layers. OxsilanⓇ additionally offers process cost savings of up to 20% in existing plants resulting from shorter pre-treatment times and higher productivity compared with traditional phosphating processes. It also enables water savings of up to 50% and energy cost savings of up to 40%. construction chemicals business. The transaction is expected to close in the third quarter of 2020, subject to the approval of the relevant competition authorities. The Construction Chemicals division was previously reported under the Surface Technologies segment. For more information on the agreement with Lone Star, see page 43 Greenville, Ohio Key growth drivers for us are the positive medium-term develop- ment of the automotive market, especially in Asia, the trend toward sustainable, low-emission mobility in the automotive industry, and the associated rise in demand for battery materials for electro- mobility. Together with our customers, we are developing custom- ized, sustainable solutions in these growth areas for battery materials, emission control, lightweight engineering concepts and coatings. Our specialties and system solutions enable customers to stand out from their competition. 2020 Positive currency effects, mainly relating to the U.S. dollar, increased sales slightly in both divisions. 1,696 1,957 (3%) 4,244 4,118 2% 5,940 15% 6,075 2018 2019 EBIT before special items Income from operations (EBIT) Special items Depreciation and amortizationa Income from operations before depreciation and amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Intersegment transfers Sales including transfers +/- of which Care Chemicals Nutrition & Health 490 4% 644 39% 392 545 18.6 19.6 % 470 7% 1,189 8% 1,128 1,214 2% 6,410 6,565 1,107 715 Sales to third parties Sales to third parties in the Nutrition & Care segment amounted to €6,075 million in 2019, €135 million above the prior-year figure. This was the result of considerable sales growth of €261 million to €1,957 million in the Nutrition & Health division. By contrast, sales were slightly lower in the Care Chemicals division, declining by €126 million compared with 2018 to €4,118 million. Capacity expansion: production plant for alkyl polyglycosides 2022 Gradual upgrade of production plants in accordance with the Good Manufacturing Practice Standard issued by the European Federation for Cosmetic Ingredients (EFfCI) Capacity expansion: production plant for ibuprofen 2018-2021 Startup 635,000 Capacity expansion: production plant for methane sulfonic acid 30,000 78,000 600,000 Annual capacity (metric tons) Gradual capacity expansion: alkoxylates Project Ludwigshafen, Germany Jinshan, China 170,000 Factors influencing sales - Nutrition & Care 2019 Construction: production plant for vitamin A ■ Slight increase in EBIT before special items by €57 million to €793 million due to significant improvement in the Care Chemicals division ■ Sales growth of 2% to €6,075 million largely driven by higher volumes in the Nutrition & Health division Million € Segment data - Nutrition & Care Business review 5 Overviews Consolidated Financial Statements 2021 4 2 Management's Report Nutrition & Care To Our Shareholders 1 About This Report 88 2021 BASF Report 2019 3 Corporate Governance Düsseldorf, Germany (10%) (21) Sales 2% (3%) 15% a Amortization of intangible assets and depreciation of property, plant and equipment (including impairments and reversals of impairments) b Additions to intangible assets and property, plant and equipment The sales increase was mainly attributable to significantly higher volumes in the Nutrition & Health division, especially of citral-based products from our plants in Ludwigshafen, Germany, and Kuantan, Malaysia. This more than offset lower volumes in the Care Chemi- cals division. Consistently positive currency effects in both divisions also lifted sales slightly. 2% By contrast, sales were weighed down by slightly lower prices in both divisions. In the Care Chemicals division, price levels declined in the oleo surfactants and alcohols business in particular. In the Nutrition & Health division, the animal nutrition business saw the biggest decline in prices. Location of customer South America, Africa, Middle East 9% Asia Pacific 20% 52% Europe €4,118 million North America 19% BASF Report 2019 Care Chemicals - Sales by region 89 2% Currencies 6,230 3% (2%) (2%) (3%) Investments including acquisitionsb 595 2% 298 0% 0% 0% Research and development expenses 161 152 6% 100% (149) About This Report To Our Shareholders 6,399 11.8 10.0 % Return on capital employed (ROCE) Assets 16% (3%) 00 2% Prices Volumes Care Chemicals Nutrition & Health Nutrition & Care 8% 736 793 Portfolio 1 90 See page 137 for the outlook for 2020 2 Management's Report Nutrition & Care 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Nutrition & Health - Sales by region Location of customer BASF Report 2019 South America, Africa, Middle East 11% Asia Pacific 34% €1,957 million North America 17% We improved our income from operations (EBIT) before special items slightly by €57 million year on year to €793 million thanks to a significantly higher contribution from the Care Chemicals division. The increase in EBIT before special items in the Care Chemicals division was largely driven by higher margins, especially in the oleo surfactants and alcohols business and in the home care, industrial and institutional cleaning and industrial formulators business, and one-off contractual income in the personal care solutions business. EBIT before special items in the Nutrition & Health division decreased considerably compared with 2018. This was mainly attributable to higher fixed costs. In 2018, fixed costs were partly offset by insur- ance refunds for production outages. Higher margins due to improved product availability in 2019 had an offsetting effect. EBIT declined by €71 million year on year to €644 million. This included impairments in connection with the optimization of produc- tion sites within the Nutrition & Health division. We produce citral, citronellol and menthol at our new aroma ingredients complex in Kuantan, Malaysia. We entered the market for natural flavors and fragrance ingredients with the acquisition of Isobionics, an innovation leader in biotechnology, and through a cooperation agreement with Conagen, a leader in biotechnology research. 38% Europe Bishop, Texas Antwerp, Belgium Location €5,940 million 2018: Change: 2% Factors influencing sales Percentage of sales: 32% €6,075 million 2019: Care Chemicals €4,118 million Change: -3% Percentage of sales: 68% Nutrition & Health €1,957 million Change: 15% Nutrition & Health Ingredients for the cosmetics, detergent and cleaner industries, agrochemical and technical applications Care Chemicals Divisions Sales In the Nutrition & Care segment consisting of the Care Chemicals and Nutrition & Health divisions - we serve the growing and increasingly sophisticated demands for fast- moving consumer goods. Our customers include food and feed producers as well as the pharmaceutical, cosmetics, detergent and cleaner industries. We strive to expand our position as a leading provider of ingredients and solutions for consumer applications in the areas of nutrition, home and personal care. Our goal is to drive organic growth by focusing on emerging markets, new business models and sustainability trends in consumer markets, supported by targeted acquisitions. - Products for the food and feed industries, the flavor and fragrance industry, the pharmaceutical industry and the ethanol industry Nutrition & Care Income from operations before special items Volumes 85 Change: €57 million 736 793 BASF Report 2019 2% Sales Million € 2% 0% Portfolio 2018 (2%) Prices 2019 2% Currencies 595 5 Overviews 4 4 3 Corporate Governance 2 Management's Report Surface Technologies 1 To Our Shareholders About This Report 883 83 Consolidated Financial Statements €9,396 million North America 34% BASF Report 2019 Asia Pacific 27% South America, Africa, Middle East 6% Location of customer Catalysts - Sales by region Volumes also increased slightly overall. This was attributable to higher volumes in the Catalysts division for mobile emissions catalysts, in precious metal trading, and for battery materials and refining catalysts. By contrast, sales volumes declined for chemical catalysts. In precious metal trading, sales rose to €4,585 million, mainly due to higher prices (2018: €3,190 million). Volumes develop- ment in the Coatings division was dampened slightly by weaker demand from the automotive industry. 33% Europe Consolidated Financial Statements 5 Overviews Location of customer 3 Corporate Governance 2 Management's Report Nutrition & Care 1 To Our Shareholders About This Report =4 84 BASF Report 2019 Coatings - Sales by region See page 137 for the outlook for 2020 We considerably increased income from operations (EBIT) before special items by €105 million to €722 million. This was mainly attri- butable to considerable growth in the Coatings division, largely driven by lower fixed costs and higher margins as a result of higher prices and the positive development of raw materials costs. We slightly increased EBIT before special items in the Catalysts division, primarily from volumes growth. Higher fixed costs, mainly due to the startup of new plants, had an offsetting effect. In the Coatings division, we significantly increased sales of decora- tive paints in South America, mainly as a result of higher volumes and prices. We recorded slightly lower sales in the automotive OEM coatings business. Lower volumes on the back of a slowdown in the automotive market could only be partly offset by positive currency effects and higher sales prices. By contrast, we slightly increased sales of automotive refinish coatings: Higher sales prices in all regions more than offset lower sales volumes in North America in particular. Sales remained at the prior-year level in the surface treat- ments business. Higher prices in all regions and positive currency effects, especially in North America, were offset by lower volumes, particularly in Asia Pacific and Europe. North America 24% €3,746 million Asia Pacific 26% 36% Europe South America, Africa, Middle East 14% We improved EBIT by €89 million year on year to €663 million. This includes special charges from efficiency programs. About This Report 1 To Our Shareholders 2 Management's Report Nutrition & Care 1 To Our Shareholders About This Report 40 87 BASF Report 2019 Food and feed industries, flavor and fragrance industry, pharmaceutical industry and ethanol industry Customer industries and applications Cosmetics industry, detergent and cleaner industry, agrochemical industry, technical applications for various industries 2 Management's Report Nutrition & Care Excipients for the pharmaceutical industry and selected, high-volume active pharmaceutical ingredients, such as ibuprofen and omega-3 fatty acids Industrial enzymes for ethanol production Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers, omega-3 fatty acids, human milk oligosaccharides Chemical ingredients and processing additives, for example for crop protection, excipients for chemical processes such as emulsion polymerization, metal surface treatments or textile processing, as well as products for concrete additives, biofuels and other industrial applications Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, water-soluble polymers, biocides and products for optical effects Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Products Nutrition & Health Natural and synthetic flavors and fragrances, such as citral, geraniol, citronellol, L-menthol and linalool, vanillin, valencene and nootkatone Care Chemicals 3 Corporate Governance Consolidated Financial Statements Material investments a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Nonionic surfactants Methane sulfonic acid Chelating agents Citral Anionic surfactants 4 Africa, Middle East North America Europe South America, Sites Product Production capacities of significant productsª 5 Overviews Asia Pacific Division Products, customers and applications After expanding capacities in North America in 2018, BASF also expanded production capacities for alkyl polyglycosides (APGs) in China in 2019. APGs, which are used as surfactants in formulations for industries such as cosmetics, detergents and cleaners, are made completely from renewable raw materials and are biodegrad- able. around Average annual sales growth expected in Europe until 2022 Value for BASF SokalanⓇ HP 20 Effective washing at low temperatures How we create value - an example Innovation will be the key driver here, which is why we offer our customers tailor-made solutions and new functionalities via product and process innovation. Research platforms focusing on bio-based and biodegradable products have been established to complement our existing portfolio. We are working on innovative approaches beyond the existing purely chemical solutions with research and development in white biotech and fermentation technologies. Our enzymes unit, founded in 2018, centrally steers the research, tech- nology and production of the enzyme businesses at BASF. In addi- Consumer demands and the markets for our products are constantly changing. In the future, growth in these markets will be driven by natural and organic ingredients, traceability of ingredients, sustaina- ble solutions and a growing consumer base. In addition, the trend toward individualization and local production supports new players and business models. To better meet these dynamic consumer demands, we aim to enhance and broaden our technology and product portfolio. 6% In the Nutrition & Care segment, we strive to expand our position as a leading provider of nutrition and care ingredients for consumer applications. We aim to enhance our technology capabilities in fields such as biotechnology and broaden our product portfolio with bio- based and biodegradable innovations. We focus on emerging mar- kets, new business models and sustainability trends in consumer markets - supported by targeted acquisitions. A strong integration of various standard products such as surfactants and vitamins into the Verbund enables efficient production structures and cost leader- ship. ■ Organic growth driven by sustainable solutions for emerging markets, new business models and targeted acquisitions Strategy 5 Overviews Consolidated Financial Statements (3%) 4 3 Corporate Governance ■ Efficient production structures through strong integration of standard products into the Verbund Value for the environment and society Energy savings by reducing washing temperatures from 40°C to 20°C SokalanⓇ HP 20 is a high-performance ingredient for liquid deter- gent. It supports the trend toward machine washing at low tem- peratures with concentrated single-dose detergent pods. The BASF solution enables a significant reduction in anionic surfac- tant use. We expect SokalanⓇ HP 20 to generate average annual sales growth of around 6% in Europe until 2022 - twice as high as the market growth forecast for detergents in the European home care industry. By the end of 2021, BASF will increase its capacities for methane sulfonic acid by around 65% to better meet growing cross-industry demand and strengthen its position as a leading global producer. This involves an investment to construct a new methane sulfonic acid plant at the Ludwigshafen site in Germany. Methane sulfonic acid is a strong organic acid used in numerous applications ranging from chemical and biofuel synthesis to industrial cleaning and metal surface treatment in the electronics industry. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Nutrition & Care 1 To Our Shareholders About This Report 98 86 BASF Report 2019 We are expanding our existing ibuprofen production capacities in Bishop, Texas. Our expanded vitamin A production facilities in Ludwigshafen, Germany, are scheduled to begin operation in early 2021. BASF will also expand its integrated complex for ethylene oxide and derivates such as surfactants at the Verbund site in Antwerp, Belgium. For standard products such as vitamins or surfactants, we focus on backward integration in our Production Verbund's value chains and cost leadership. Sokalan HP 20 delivers outstanding washing performance even at low temperatures, especially in combination with the pro- tein-splitting enzyme Lavergy® Pro 104. By reducing washing temperatures from 40°C to 20°C, consumers can achieve energy savings of over 50%, lower their electricity costs and improve their carbon footprint. >50% In September 2019, BASF entered the market for natural flavors and fragrance ingredients with the acquisition of Isobionics, an innovation leader in biotechnology serving the global market for natural flavors and fragrances, and through a cooperation agree- ment with Conagen, Bedford, Massachusetts, a leader in biotech- nology research. tion, this business unit markets enzymes directly. This allows us to focus and accelerate existing enzyme business in various industries. Sales growth was largely driven by the significant increase in precious metal prices in the Catalysts division. We also achieved slightly higher prices overall in the Coatings division. Prices rose in the automotive refinish coatings and decorative paints businesses in particular. Assets The dividend proposal reflects the high importance we place in a reliable dividend even in difficult times. 10 2020 822 EBIT before special items 2020 484 2019 820 2019 722 – Page 83 Page 89 EBIT before special items Nutrition & Care Agricultural Solutions Million € Sales 2020 6,019 Sales 2020 7,660 2019 6,075 2019 Million € 7,814 13,142 8,389 11,466 EBIT before special items 2020 445 EBIT before special items 2020 835 2019 791 2019 1,003 2019 Page 72 Industrial Solutions Million € Surface Technologies Million € Sales 2020 7,644 Sales 2020 16,659 2019 Page 78 EBIT before special items 2020 773 1 Independent Auditor's Report 214 Statement of Income 222 To Our Shareholders 7 Statement of Income and Expense Recognized in Equity. 223 Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE 8 213 Balance Sheet 11 Statement of Cash Flows 226 BASF on the Capital Market. 12 Statement of Changes in Equity 227 Notes 228 2 5 224 Statement by the Board of Executive Directors 212 Consolidated Financial Statements EBIT before special items 2020 970 2019 793 2019 1,095 Page 94 Page 100 Welcome to BASF Our integrated corporate report combines financial and sustainability reporting to inform shareholders, employees and the interested public about the 2020 business year. On the cover: The new acetylene plant at the Verbund site in Ludwigshafen, Germany, was gradually started up over a period of several months and has been in operation since 2020. It has an annual production capacity of 90,000 metric tons of acetylene. Around 20 plants in the BASF Production Verbund use acetylene as a versatile chemical component. For more information on the acetylene plant, see basf.com/acetylene This page: BASF presented a new, highly efficient process for chemically recycling battery materials at its Research Press Conference in December 2020. This recovers the lithium contained in batteries in high purity and with high yields. The process also reduces waste and greenhouse gas emissions compared with existing methods. For more information on battery recycling, see page 37 The people pictured in this report complied with the local coronavirus regulations in force at the time the photos were taken. Contents Detailed tables of contents can be found on each colored chapter divider About This Report 5 4 2019 Our Strategy 9,532 10,736 BASF Report 2020 -10.7% Personnel expenses million € 10,576 10,924 -3.2% EBITDA million € 6,494 8,185 8,324 -20.7% 2,086 2,158 -3.3% development expenses million € EBIT before special itemsª million € 3,560 4,643 -23.3% EBITa Research and million € 7,435 EBITDA before special itemsa D-BASF Acetylen-Fak BASF Report 2020 Economic, environmental and social performance O-BASF We create chemistry BASF Group 2020 At a glance Key data 2020 2019 million € +/- 2019 +/- Sales million € 59,149 59,316 -0.3% Employees at year-end 110,302 117,628 -6.2% 2020 -191 4,201 Greenhouse gas emissions 80,292 86,950 -7.7% Number of on-site sustainability audits of raw material suppliers 50 81 -38.3% Investments including acquisitionsb 4,869 4,097 18.8% million € million € b Additions to property, plant and equipment and intangible assets c Excluding sale of energy to third parties Segment data Chemicals Sales Million € Materials Million € 2020 8,071 Sales 2020 a Restated figures 2019; for more information, see the Notes to the Consolidated Financial Statements from page 232 onward Total assets 9.17 € million metric tons 20.8 20.1 3.5% of CO2 equivalents Net income million € -1,060 8,421 Energy efficiency in production processes kilograms of sales 540 598 -9.7% product/MWh ROCE % 1.7 7.7 Accelerator sales million € 16,740 15,017 11.5% Earnings per share 2019 Management's Report. -1.15 The BASF Group Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE BASF on the Capital Market 12 8 About This Report 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors Share- holders 3 Corporate Governance 5 Overviews Dear shareholder, The coronavirus pandemic was the defining event of the year 2020 and caused the sharpest decline in global GDP in the post-war period. The health, social and economic consequences were felt by people all over the world. For industry, and therefore for BASF too, the restrictions associated with the pandemic posed an enormous challenge. We reacted quickly and decisively to the crisis. Our crisis teams coordinated the necessary measures at our sites and used the strengths of our Verbund. We were thus able to flexibly adapt our production to the needs of our customers, safeguard the health of our employees and ensure reliable deliveries. In this exceptional year, the BASF team demonstrated remarkable solidarity and flexibility and worked tirelessly to find tailor-made solutions for our customers - whether working from home or in the plants. I want to thank all employees for their great work! In 2020, there was demand for raw materials and products for the pharmaceuti- cal and cleaning industries in particular. With our "Helping Hands" initiative, we provided assistance from the very beginning of the pandemic. At many BASF sites, we produced hand sanitizer and disinfectants and distributed these for free to hospitals and other institutions. In addition, we purchased and donated more than 100 million protec- tive masks. >>> With our "Helping Hands" initiative, we provided assistance from the very beginning of the pandemic. 4 Consolidated Financial Statements To Our 1 Chapter 1 pages 7-15 BASF Group's scope of consolidation for its financial reporting com- prises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated subsidiaries and proportionally consolidated joint operations. Shares in joint ventures and associ- ated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements and are thus not included in the scope of consolidation. The section "Employees" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2020. Our data collection methods for environmental protection and safety are based on the recommendations of the International Council of Chemical Associations (ICCA) and the European Chemical Industry Council (CEFIC). In the section "Environmental Protection, Health and Safety," we report all data including information on the emis- sions and waste of the worldwide production sites of BASF SE, its fully consolidated subsidiaries, and proportionally consolidated joint operations. BASF SE subsidiaries that are fully consolidated in the Group financial statements in which BASF holds an interest of less than 100% are included in full in environmental reporting. The emis- sions of proportionally consolidated joint operations are disclosed pro rata according to our interest. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management are compiled worldwide regardless of our interest and reported in full. Unless otherwise indicated, further data on social responsibility and transportation safety refers to BASF SE and its consolidated subsidiaries. The disclosures and indicators in the Management's Report on sustainability in 2020 no longer include data on the divested construction chemicals business. Occupational and process safety incidents in the construction chemicals business are reported until September 30, 2020. The integrated polyamide business acquired from Solvay as of January 31, 2020, is included pro rata in the figures for employees, energy consumption, greenhouse gas emis- sions (Scope 1 and 2) and occupational and process safety (LTI and PSI rate). Sales of products from the business acquired from Solvay have already been integrated in the portfolio to be evaluated under the Sustainable Solution Steering method. They will be classified from 2021. All other sustainability indicators for 2020 do not yet include the acquired polyamide business. For more information on companies accounted for in the Consolidated Financial Statements, see the Notes from page 233 onward The list of shares held can be found at basf.com/en/corporate governance External audit Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consolidated Financial Statements and the Management's Report and has approved them free of qualification. The audit of the Consolidated Financial Statements is based on the likewise audited financial statements of the BASF Group companies. The limited assurance of the sustainability information contained in the Management's Report was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant inter- national assurance standards for sustainability reporting. KPMG conducted a reasonable assurance of all disclosures on the most important nonfinancial key performance indicators, accelerator sales and CO2-neutral growth. Both steering-relevant indicators and their forecasts are part of the Management's Report and are thus covered by the annual audit. The links and additional content provided on the internet sites referred to in this report are not part of the audited information. KPMG also conducted a limited assurance of the nonfinancial group statement (NFS). The Independent Auditor's Report can be found on page 214 onward An assurance statement on the sustainability information in the BASF Report 2020 can be found at basf.com/sustainability_information An assurance statement of the NFS can be found at basf.com/nfs-audit-2020 Forward-looking statements and forecasts This report contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward- looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such risk factors include those discussed in Opportunities and Risks on pages 158 to 166. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. BASF Report 2020 6 The coronavirus pandemic plunged the global economy into a deep recession. In the first half of 2020, production around the world plummeted in record time. The transportation, energy, consumer goods, construction industries saw the steepest drops. BASF was especially affected by the downturn in the automotive sector. Our most important customer industry was hit by collapsing demand, production stoppages and supply chain disruptions. All information and bases for calculation in this report are founded on national and international standards for financial and sustain- ability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. The reporting period is the 2020 business year. Relevant information is included up to the editorial deadline of February 22, 2021. The report is published each year in English and German. It is prepared in German and the German version is authoritative. For the full year 2020, we achieved sales of €59.1 billion and EBIT before special items of €3.6 billion. While we had communicated a significantly more positive outlook when we published the BASF Report 2019 on February 28, 2020, we had to withdraw this guidance on April 29, 2020. The indicators had shifted markedly. But at the time, it was impossible to reliably estimate the duration and further spread of the coronavirus pandemic or the future measures to contain it. On October 9, 2020, we gave a new outlook: Sales of €57 billion to €58 billion in 2020 as well as EBIT before special items of between €3.0 billion and €3.3 billion. Ulti- mately, a strong fourth quarter enabled us to exceed these forecasts. Thanks to this year-end rally, our full-year sales almost matched the level of the previous year, while EBIT before special items was 23% lower. 8 The coronavirus pandemic-related restrictions also had a noticeable impact on the preparations for our planned major investment in a new Verbund site in Guangdong in southern China. Nevertheless, we are still on schedule. Last year, we successfully started construction of the first plants. Starting in 2022, these With our Circular Economy Program, we have therefore set ourselves ambitious targets: BASF has committed to transforming 250,000 metric tons of recycled and waste-based raw materials into new products each year as of 2025. And we want to increase our sales generated with solutions for the circular economy to €17 billion by 2030 - this represents a doubling of the current figure. and waste into new products and energy. In many areas of the chemical industry, however, the use of resources can be further improved. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors In parallel, we are working on our energy transformation towards carbon neutrality. This will decisively influence our future profitability and competitiveness. The European Union, with its Green Deal, has set the ambitious target of climate neutrality by 2050. With its strategy, BASF has taken a clear position. For us, reducing CO2 emissions is immensely important. We have therefore committed to climate-neutral growth until 2030. This means that we will further reduce our specific CO2 emissions per kilogram of product sold, by an average of one-third. To reduce CO2 emissions even further, we need the right political framework on the one hand and groundbreaking technologies on the other. These technologies are being developed in our comprehensive Carbon Management Program. About This Report BASF Report 2020 climate protection. our strategy. We want to contribute to a world that offers a future with enhanced quality of life for every- one. We are therefore working closely with our cus- tomers and partners to develop even better solutions. With circular economy approaches, we want to further decouple economic growth from resource consump- tion and thus use limited resources even more efficiently. In some ways, we have been doing this for a long time: Our Verbund, for example, transforms by-products tion is a key responsibility and a crucial component of Despite the pandemic, we cannot neglect challenges such as Despite the challenging global effects of the pandemic, we cannot neglect fundamental long-term challenges such as climate protection. For BASF, climate protec- We also made progress with the further development of our portfolio in 2020. At the end of January, we completed the acquisition of Solvay's integrated poly- amide 6.6 business for €1.3 billion. This acquisition broadens our polyamide capabilities with innovative products and enhances our access to the most important precursor as well as to growth markets in Asia and North and South America. At the end of September, we closed the divestiture of our construction chemicals business to an affiliate of the global private equity firm Lone Star. Given the challenging environment, this was an outstanding team accomplishment. The purchase price on a cash and debt-free basis was €3.17 billion. We expect to close the sale of BASF's pigments business to the Japanese fine chemicals company DIC in the first half of 2021, subject to the pending approval of the U.S. competition authorities. The Asia Pacific region, especially China, is the key growth driver of global chem- ical production. Over the next 10 years, more than two-thirds of global growth in the chemical industry will take place in China. This trend became more pro- nounced in 2020 with China's rapid economic recovery. With our new, fully inte- grated Verbund site, we want to further expand our leading position as a western chemical company in the world's most important chemical market. plants will produce engineering plastics and thermoplastic polyurethane to serve the growing demand in the markets of southern China and elsewhere in Asia. O One important example is our steam crackers. They are currently powered by natural gas. In the future, we want to operate them with electricity from renewable sources. For a world-scale cracker, this could mean an annual reduction of 1 million metric tons of CO2. However, to implement this we need very large vol- umes of electricity from renewable energies - and at internationally competitive prices. This, in turn, requires a long-term, integrated climate and industry policy with supportive framework conditions at the national and international levels. To create transparency, by the end of 2021, we will be the first chemical company worldwide to provide our customers with a product carbon footprint for all of our 45,000 sales products. With our proprietary digital solution, we will be able to determine the overall CO2 values for our products. This product carbon footprint will be reported as CO2 units per metric ton of sales product and include all emissions until the product leaves the factory gate for delivery to the customer. In this way, we combine sustainability and digitalization into a highly innovative offering for our customers. About This Report 1 To Our Shareholders 2 Management's Report Letter from the Chairman of the Board of Executive Directors 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Special items in EBIT totaled -€3.8 billion, compared with -€442 million in the previous year. The increase in special items was primarily attributable to the impairments we had to recognize in all segments in the third quarter as a result of the effects of the coronavirus pandemic. Cash flows from operating activities amounted to €5.4 billion, down 27.6% compared with the previous year. Free cash flow amounted to €2.3 billion, after €3.7 billion in 2019. The development of the BASF share price reflected the overall macroeconomic development. After sig- nificant downturns caused by the pandemic in the first half of 2020, BASF's share price recovered and stabilized over the second half of the year. The clos- ing price of €64.72 was, however, still 3.9% below the level at the end of the previous year. Assuming that dividends were reinvested, BASF's share performance rose by 2.3% in 2020. The exceptionally strong adverse economic impacts of the coronavirus pandemic also had a negative effect on the development of BASF Group's free cash flow. Nevertheless, we will propose to the Annual Shareholders' Meeting a dividend of €3.30 per share, a payment of €3.0 billion to shareholders for the 2020 business year. This reflects the high importance we place in a reliable dividend even in difficult times. We continued to drive forward our Excellence Program. Overall, we are well on track to achieve the targeted €2 billion annual EBITDA contribution by the end of 2021. We were not quite able to achieve an accelerated implementation of all contributions from increases in sales and from cost savings - in this difficult environment. But we reacted quickly here, and focused even more on efficiency improvements. - Overview Martin Brudermüller Martin Prudenville Yours, The coronavirus vaccination campaigns worldwide make me optimistic about 2021, but there are still many uncertainties. It will take time for the global economy to return to pre-pandemic levels. And there is no shortage of new challenges. We will ensure that our customers are always the central focus of all our activities. Together with our customers, the BASF team works passionately to create long-term, profitable growth. I appreciate your support as we pursue this goal and thank you for your trust in BASF. Carbon Management and the circular economy are important growth drivers across all industries. Innovations have made BASF the leading chemical company. I am convinced that our that our innovative power will continue to be an important success factor for profitable development in the future. Carbon manage- ment and the circular economy are important growth drivers across all industries. With tailor-made solutions, we help our customers to further improve their sustain- ability profile and that of their products - all the way to carbon neutrality. Innovations therefore fuel BASF's sustainable growth. And this depends on excellent R&D - which is exactly what we have at BASF. >>> BASF Report 2020 ■ Relevant information included up to February 22, 2021 ■ Report published each year in English and German 11 5 Overviews UN GLOBAL COMPACT Global Compact LEAD 2020 PARTICIPANT GRI BASF SE Content and structure ■ Integrated BASF Report serves as U.N. Global Compact progress report ■ Sustainability reporting in accordance with Global Reporting Initiative (GRI) standards ■ Financial reporting according to International Financial Reporting Standards (IFRS), the German Commercial Code and German Accounting Standards (GAS) The BASF Report combines the major financial and sustain- ability-related information necessary to comprehensively evaluate our performance. We select the report's topics based on the follow- ing reporting principles: materiality, sustainability context, complete- ness, balance and stakeholder inclusion. In addition to the integrated report, we publish further information online. The relevant links can be found at the end of each chapter. Our sustainability reporting has been based on GRI guidelines and standards since 2003. We have applied the "Comprehensive" option since the BASF Report 2017. We have been active in the International Integrated Reporting Council (IIRC) since 2014 in order to discuss our experiences of integrated reporting with other stakeholders and at the same time, receive inspiration for enhancing our reporting. This report addresses elements of the IIRC framework by, for example, providing an illustrative overview of how we create value or demonstrating the relationships between financial and sustainability-related perfor- mance in the sections on the segments. The information in the BASF Report 2020 also serves as a progress report on BASF's implementation of the 10 principles of the United Nations' Global Compact and takes into consideration the Blueprint for Corporate Sustainability Leadership of the Global Compact LEAD platform. The detailed GRI and Global Compact Index can be found in the online report. It provides an overview of all relevant information to fulfill the GRI indicators, as well as how we contribute to the United Nations' Sustainable Development Goals (SDGs) and the principles of the U.N. Global Compact. The results of the limited assurance of this information can also be found there in the form of an assurance statement issued by KPMG AG Wirtschaftsprüfungsgesellschaft. We also publish additional information on sustainability in accor- dance with the industry-specific requirements (Chemicals Standard) of the Sustainability Accounting Standards Board (SASB). The information on the financial position and performance of the BASF Group comply with the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code, German Accounting Standards (GAS) and the guidelines on alternative performance measures from the European Securities and Markets Authority (ESMA). Internal control mecha- nisms ensure the reliability of the information presented in this report. BASF's Board of Executive Directors confirmed the effectiveness of the internal control measures and compliance with the regulations for financial reporting. Material topics along the value chain form the focal points of reporting and define the limits of this report. We take three dimensions into account in identifying and evaluating material topics: the impact on BASF, the impact of BASF and relevance for our stakeholders. For more information on our selection of sustainability topics, see page 42 onward and basf.com/materiality For a visualization of BASF's business model based on the IIRC framework, see How We Create Value on pages 24 and 25 and basf.com/how-we-create-value For more information on our control and risk management system, see page 158 onward The 2020 BASF Online Report can be found at basf.com/report For more information on the Global Reporting Initiative, see globalreporting.org For more information on the Global Compact, see globalcompact.org and basf.com/en/global-compact The GRI and Global Compact Index can be found at basf.com/en/gri-gc The SASB index can be found at basf.com/sasb COMPACT BASF Report 2020 UN GLOBAL Explanations of the symbols used can be found on page 17. 210 Data Declaration of Corporate Governance 211 BASF Report 2020 How We Ca How we create value - an overview of BASF's business model based on the framework developed by the International Integrated Reporting Council (IIRC) For more information, see pages 24 and 25 4 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews About This Report] Integrated reporting This integrated report documents BASF's economic, environmental and social performance in 2020. We show how sustainability con- tributes to BASF's long-term success and how we as a company create value for our customers, employees, shareholders, business partners, neighbors and the public. The BASF Report online HTML version with additional features: basf.com/report PDF version for download: basf.com/basf_report_2020.pdf Symbols WE SUPPORT 5 GRI Community 17 Compliance 168 167 Corporate Governance 3 152 110 Responsible Conduct Along the Value Chain Forecast 50 .318 177 Glossary and Trademarks 314 Ten-Year Summary 20 313 Overviews About This Report 16 The BASF Group's Business Year 2 Management's Report 3 Corporate Governance 26 Management and Supervisory Boards Corporate Governance Report Compensation Report. 180 Declaration of Conformity Pursuant to Section 161 AktG. 1 To Our Shareholders 4 Consolidated Financial Statements 203 Report of the Supervisory Board 183 Production capacities of selected productsa Product Annual capacity (metric tons) Sites South America, Europe North America 78,000 Asia Pacific 600,000 5 Overviews Capacity expansion: alkoxylates Bishop, Texas Düsseldorf, Germany Antwerp, Belgium Location Material investments a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Nonionic surfactants Methane sulfonic acid Chelating agents Citral Anionic surfactants Africa, Middle East 4 Consolidated Financial Statements Project 3 Corporate Governance Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, water-soluble polymers, biocides and products for optical effects 1 To Our Shareholders Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Products Nutrition & Health Care Chemicals Division Products, customers and applications By the end of 2021, BASF will increase its capacities for methane sulfonic acid by around 65% in response to growing cross-industry demand, strengthening its position as a leading global producer. This involves an investment to construct a new methane sulfonic acid plant at the Ludwigshafen site in Germany. Methane sulfonic acid is an organic acid used in numerous applications ranging from chemical and biofuel synthesis to industrial cleaning and metal surface treatment in the electronics industry. To meet rising demand for high-performance and safe UV filters, BASF is investing in a new production line at the Kaohsiung site in Taiwan and plans to double its global UvinulⓇ A Plus production capacity by mid-2022. The product is a photostable UVA filter that reliably filters the sun's dangerous UVA rays and provides protection against free radicals and skin damage. We expanded our existing ibuprofen production capacities in Bishop, Texas. Our expanded vitamin A production facilities in Ludwigshafen, Germany, will begin operation in 2021. BASF is also investing in its integrated complex for ethylene oxide and derivates such as surfactants at the Verbund site in Antwerp, Belgium. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Nutrition & Care 2 Management's Report Nutrition & Care 1 To Our Shareholders 95 170,000 Chemical ingredients and processing additives, for example for crop protection, excipients for chemical processes such as emulsion polymerization, metal surface treatments or textile processing, as well as products for concrete additives, biofuels and other industrial applications 95 Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers, omega-3 fatty acids, human milk oligosaccharides Industrial enzymes for bioethanol and food production Natural and synthetic flavors and fragrances, such as citral, geraniol, citronellol, L-menthol and linalool, Isobionics® Santalol, valencene and nootkatone Excipients for the pharmaceutical industry and selected, high-volume active pharmaceutical ingredients, such as ibuprofen and omega-3 fatty acids Customer industries and applications Cosmetics industry, detergent and cleaner industry, agrochemical industry, technical applications for various industries Food and feed industries, flavor and fragrance industry, pharmaceutical industry and bioethanol industry 96 BASF Report 2020 About This Report About This Report 30,000 Segment data - Nutrition & Care Startup % -3% 1,189 1,152 -2% 1,214 1,190 -2% 6,565 6,448 -12% 490 429 4% 1,957 2,030 -3% 4,118 3,989 19.1 -1% 19.6 545 2% 3% Portfolio Prices Volumes -3% 793 773 EBIT before special items Care Chemicals Nutrition & Health Nutrition & Care 43% -149 -85 Special items 7% 644 688 -15% 464 635,000 6,075 +/- 97 40 BASF Report 2020 2021 2021 2022 2020 Construction: production plant for vitamin A Capacity expansion: production plant for methane sulfonic acid New production line: UV filters Ludwigshafen, Germany Kaohsiung, Taiwan Jinshan, China Capacity expansion: alkoxylates 2022 Gradual upgrade of production plants in accordance with the Good Manufacturing Practice Standard issued by the European Federation for Cosmetic Ingredients (EFfCI) Capacity expansion: production plant for ibuprofen 2020 2018-2022 About This Report 6,019 1 To Our Shareholders 3 Corporate Governance 2019 BASF Report 2020 2020 Income from operations (EBIT) Depreciation and amortizationa Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Intersegment transfers Nutrition & Health of which Care Chemicals Sales to third parties Factors influencing sales - Nutrition & Care Sales to third parties in the Nutrition & Care segment declined by €56 million year on year to €6,019 million in 2020. Sales in the Nutrition & Health division improved by €73 million to €2,030 million. This was unable to fully offset the slight sales decrease of €129 mil- lion to €3,989 million in the Care Chemicals division. ■ EBIT before special items decreases slightly by €20 million to €773 million due to lower contribution from the Care Chemicals division ■ Sales decline €56 million to €6,019 million, mainly as a result of negative currency effects Million € Business review 5 Overviews 4 Consolidated Financial Statements 2 Management's Report Nutrition & Care For standard products such as vitamins or surfactants, we focus on backward integration in our Production Verbund's value chains and cost leadership. BASF Report 2020 Identifying and enhancing key product characteristics in the manufacturing process enables BASF to meet the needs of its customers and at the same time, exploit new market opportuni- ties. Kolliphor® P 188 Bio is an example of this. Developed and produced by BASF, this pharmaceutical processing aid is used in drug production and ensures product quality, consistency and performance in cell cultures. With KolliphorⓇ P 188 Bio, we expect to grow faster than the market for biologics processing aids in the future by winning new customers from other industries such as cosmetics. We anticipate annual volume growth of an estimated over 10%. 0% 4% 565 585 Investments including acquisitionsb 1% 43% 32% 0% Assets 11,773 11,691 -14% 5.7 -4.8 % 7% Sales to third parties -1% 0% Research and development expenses 246 Asia Pacific 30% South America, Africa, Middle East 4% Location of customer Catalysts - Sales by region Sales developments was also weighed down by slightly lower volumes overall. This was largely the result of weaker demand from the automotive and aviation industries due to the effects of the coronavirus pandemic, which significantly depressed volumes development in the Coatings division. Sales volumes declined sig- nificantly here, especially in the automotive OEM coatings, surface treatments and automotive refinish coatings businesses. Higher volumes in the Catalysts division for mobile emissions catalysts in Asia and in precious metal trading were unable to compensate for this. Sales volumes declined for chemical catalysts and refining catalysts in particular. Negative currency effects had an offsetting impact in both divisions. Sales growth was largely driven by the strong increase in precious metal prices in the Catalysts division. In precious metal trading, sales rose to €7,612 million, mainly as a result of higher prices (2019: €4,585 million). The Coatings division also achieved slightly higher prices, primarily in the decorative paints and surface treat- ments businesses. €13,570 million 35% Europe a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets -18% 44% 27% Sales -5% -4% -4% 15% 214 of which Catalysts Coatings North America 31% Intersegment transfers Sales including transfers Depreciation and amortizationa 1,173 -18% 900 1,120 -20% % 5.4 8.5 966 1,487 225% -587 663 -1,071 -59 484 722 -33% 457 26% 13,354 16,862 Income from operations (EBIT) Special items EBIT before special items Return on capital employed (ROCE) 2020 2019 +/- 16,659 13,142 27% 13,570 9,396 44% 3,089 3,746 -18% 203 212 -4% Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin BASF Report 2020 92 42 1 To Our Shareholders About This Report 44 94 Change: -€20 million 793 773 BASF Report 2020 2 Management's Report Nutrition & Care -1% -3% Currencies 0% Portfolio 2019 -1% Prices 2020 Sales 3 Corporate Governance 4 Consolidated Financial Statements >10% Estimated annual volume growth Value for BASF In September 2019, BASF entered the market for natural flavors and fragrance ingredients with the acquisition of Isobionics, an innova- tion leader in biotechnology serving the global market for natural the enzyme businesses at BASF. In addition, this business unit markets enzymes directly. This allows us to focus and accelerate existing enzyme business in various industries. In drug manufacturing, cultivating cell cultures is a complex process with stringent regulatory requirements that must be met to ensure a high level of purity and cell viability. This enables consistent drug production. Kolliphor® P 188 Bio is a high- performance pharmaceutical processing aid from BASF that supports the cultivation of cell cultures. It is added to cell culture systems to reduce risks such as shear stress. A validated production process and regular controls ensure the purity and quality of Kolliphor® P 188 Bio. Its consistent performance and supply reduce process-related impurities in our customers' manufacturing processes around 40-fold. This saves them from conducting additional tests and simplifies the manufacturing process. around 40-fold Value for our customers Reduces process-related impurities High-purity poloxamer designed for biologics manufacturing KolliphorⓇ P 188 Bio How we create value - an example We are working on innovative approaches beyond the existing purely chemical solutions with research and development in white biotech and fermentation technologies. Our enzymes unit, founded in 2018, centrally steers the research, technology and production of Innovation will be the key driver here, which is why we offer our customers tailor-made solutions and new functionalities via product and process innovation. Research platforms focusing on bio-based and biodegradable products have been established to complement our existing portfolio. Future growth in our markets will be driven by trends like growing consumer awareness and the resulting demand for sustainable product solutions, natural and organic ingredients and their traceability. In addition, the shift toward individualization and local production supports new players and business models. Digitaliza- tion and a focused technology and product portfolio as well as close cooperation with our customers is crucial to meeting these dynamic market requirements both now and in the future. In the Nutrition & Care segment, we strive to expand our position as a leading provider of nutrition and care ingredients for consumer applications. We aim to enhance our technology capabilities in fields such as biotechnology and broaden our product portfolio with bio- based and biodegradable innovations. Targeted acquisitions com- plement our focus on emerging markets, new business models and sustainability trends in consumer markets. A strong integration of various standard products such as surfactants and vitamins into the Verbund enables efficient production structures and cost leadership. ■ Efficient production structures through strong integration of standard products into the Verbund ■ Organic growth driven by sustainable solutions for emerging markets, new business models and targeted acquisitions Strategy 5 Overviews 3% Volumes Million € Income from operations before special items About This Report 93 96 See page 155 for the outlook for 2021 EBIT decreased by €1,250 million to -€587 million. EBIT included special charges, mainly for goodwill impairments of €786 million in the surface treatments cash-generating unit, and for property, plant and equipment, primarily in the Catalysts division in Europe. This largely reflected significantly weaker demand due to the effects of the coronavirus pandemic as well as the expected slow recovery in the automotive and aviation industries. Income from operations (EBIT) before special items amounted to €484 million, €238 million below the prior-year level due to lower earnings in both divisions. In the Coatings division, this was mainly attributable to the development of volumes. Lower fixed costs and lower raw materials prices were unable to compensate for this. EBIT before special items declined in the Catalysts division, mainly as a result of higher fixed costs, driven in particular by growth initia- tives for battery chemicals. This could not be offset by a significant improvement in earnings in precious metal trading. North America 23% €3,089 million Asia Pacific 29% 35% Europe South America, Africa, Middle East 13% Location of customer Coatings - Sales by region 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Surface Technologies 1 To Our Shareholders About This Report 1 To Our Shareholders flavors and fragrances, and through a cooperation agreement with Conagen, Bedford, Massachusetts, a leader in biotechnology research. 2 Management's Report Nutrition & Care 4 Consolidated Financial Statements Care Chemicals €3,989 million Change: -3% Percentage of sales: 66% €6,075 million 2019: Change: -1% Factors influencing sales Percentage of sales: 34% Products for the food and feed industries, the flavor and fragrance industry, the pharmaceutical industry and the bioethanol industry Nutrition & Health Ingredients for the cosmetics, detergent and cleaner industries, agrochemical and technical applications Care Chemicals €6,019 million 2020: Nutrition & Health €2,030 million Change: 4% Divisions Sales In the Nutrition & Care segment consisting of the Care Chemicals and Nutrition & Health divisions - we serve the growing and increasingly sophisticated demands for fast-moving consumer goods. Our customers include food and feed producers as well as the pharmaceutical, cosmetics, detergent and cleaner industries. We also offer solutions for technical applications and for crop protection and plant nutrition. We strive to expand our position as a leading provider of ingredients and solutions for consumer applica- tions in the areas of nutrition, home and personal care. Our goal is to drive organic growth by focusing on emerging markets, new business models and sustainability trends in consumer markets, supported by targeted acquisitions. - Nutrition & Care 5 Overviews 3 Corporate Governance Return on capital employed (ROCE) Coatings 10.6 Catalysts Surface Technologies Million € Segment data - Surface Technologies Business review 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Surface Technologies Volumes 1 To Our Shareholders 91 BASF Report 2020 5 2020 2022 2019/2020 2021 2022 2021 About This Report Prices Portfolio Currencies Volumes 5% 2020 Prices 2% 2019 Portfolio 0% Currencies -9% Sales -2% BASF Report 2020 970 1,095 Change: -€125 million 100 Sales to third parties in the Surface Technologies segment rose by €3,517 million to €16,659 million in 2020. This was due to considerably higher sales in the Catalysts division, which rose by €4,174 million year on year to €13,570 million. In the Coatings division, sales declined by €657 million to €3,089 million. ■ EBIT before special items 33% lower at €484 million due to decreases in both divisions 5% -1% 2022 2020 Factors influencing sales - Surface Technologies About This Report Harjavalta, Finland Jiangmen, China Münster, Germany Pinghu, China Shanghai, China Schwarzheide, Germany Środa Śląska, Poland Project Capacity expansion: resin plant Capacity expansion: resin plant Construction: precursor plant for cathode active materials Capacity expansion: automotive refinish coatings plant Construction: plant for coating functional films Construction: laboratory building for automotive coatings Replacement: small can filling and packaging system Construction: cathodic dip coating line New surface treatment site Construction: plant for mobile emissions catalysts Construction: cathode active materials plant Capacity expansion: plant for mobile emissions catalysts Startup 2020 2021 2022 2022 Greenville, Ohio Million € Caojing, China Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Surface Technologies Products, customers and applications Division Products Catalysts Automotive catalysts, process catalysts and technologies Battery materials Coatings Material investments % Customer industries and applications Automotive, chemical and pharmaceutical industries, refineries, battery manufacturers, solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials Precious and base metal services Coatings solutions for automotive applications, technology and system solutions for surface treatments, decorative paints Location Income from operations before special items ■ Sales rise 27% to €16,659 million due to growth in the Catalysts division, mainly as a result of significantly higher precious metal prices Percentage of sales: 30% -3% Herbicides €2,464 million Change: -6% Percentage of sales: 32% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets The sales performance of both divisions was impacted by negative currency effects. Sales were also reduced by lower price levels in the Care Chemicals division, especially in the home care, industrial and institutional cleaning and industrial formulators business. Prices in the Nutrition & Health division were on a level with the previous year. Sales were positively impacted by higher volumes. Volumes rose significantly in the Nutrition & Health division, particularly in the phar- maceutical, aroma ingredients and human nutrition businesses. In the Care Chemicals division, we recorded higher sales volumes in the oleo surfactants and fatty alcohols business, as well as in the home care, industrial and institutional cleaning and industrial formu- lators business. This was partially offset by lower volumes in the personal care solutions business. Care Chemicals - Sales by region Location of customer South America, Africa, Middle East 9% Asia Pacific 19% North America 20% BASF Report 2020 52% Europe €3,989 million 98 98 About This Report 1 To Our Shareholders 2 Management's Report Nutrition & Care 3 Corporate Governance -1% 4 Consolidated Financial Statements Sales 161 10.0 -1% -2% 0% Assets 6,214 6,399 -3% 0% 0% 0% Investments including acquisitionsb 510 595 -14% Currencies -3% -3% -3% Research and development expenses 160 -1% 5 Overviews 4% Location of customer Reducing competition from weeds for nutrients, water and sunlight Insecticides Combating insect pests in agriculture and beyond Seed Treatment Improving seeds' potential with chemical and biological protection as well as inoculants Seeds & Traits Optimizing and developing seeds and new traits Sales Seeds & Traits €1,495 million Change: 3% Herbicides Percentage of sales: 19% Percentage of sales: 8% Insecticides €825 million Change: 3% Percentage of sales: 11% Factors influencing sales 2020: €7,660 million Change: -2% 2019: Nutrition & Health - Sales by region Fungicides €2,267 million Change: -2% Seed Treatment €609 million Change: -5% Protecting crops against harmful fungal diseases €7,814 million Indications and sectors Fungicides South America, Africa, Middle East 10% Asia Pacific 35% €2,030 million North America 18% Income from operations (EBIT) before special items decreased by €20 million compared with the previous year to €773 million due to a slightly lower contribution from the Care Chemicals division. This was primarily the result of lower sales and a one-off payment received by the personal care solutions business in the previous year. EBIT before special items in the Nutrition & Health division increased considerably compared with 2019. This was mainly attributable to higher volumes. Higher fixed costs had an offsetting effect. In the previous year, fixed costs were reduced by an insurance payment. EBIT rose by €44 million year on year to €688 million. This included special charges of €85 million, mainly for impairments and provi- sions, primarily for the optimization of production structures in the Nutrition & Health division in North America and Europe. See page 155 for the outlook for 2021 BASF Report 2020 99 37% Europe About This Report 99 In the Agricultural Solutions segment, we aim to further strengthen our market position as an integrated provider of seeds, crop protection and digital solutions. Our connected offer comprises fungicides, herbicides, insecticides and biological solutions, as well as seeds and seed treatment products, complemented by digital products to help farmers achieve better yield. Our strategy is based on innovation- driven organic growth and targeted portfolio expansion through acquisitions. Customer needs, societal expectations and regulatory requirements are our innovation drivers. 5 Overviews 4 Consolidated Financial Statements Agricultural Solutions 2 Management's Report Agricultural Solutions To Our Shareholders 1 3 Corporate Governance - Responsibility for human rights (page 111) - Employees (page 144) We value people and treat them with respect We are committed to doing business in a responsible, safe, efficient and respectful way. Our actions are guided by our corporate values and our global Code of Conduct. We comply with and in some ■ Comprehensive management and monitoring systems to uphold our responsibility to the environment and society Strategy We contribute to a sustainable development and to the United Nations' Sustainable Development Goals (SDGs) in many different Iways (see page 32). For instance, our innovations, products and technologies help to better use natural resources, produce enough food, enable climate-smart mobility, reduce emissions, or increase the capabilities of renewable energy. Alongside these positive contributions, our business activities also have negative impacts. For example, we create CO2 emissions and procure raw materials, the sourcing of which by our suppliers involves a potential risk of human rights violations. This is why we are constantly working to broaden our positive impact on key sustainability topics (see page 42) along our value chains and reduce the negative impact. [We want to contribute to a world that offers a viable future with enhanced quality of life for everyone. That is why sustainability is firmly anchored in our corporate purpose, our strategy, our targets and our operating business (see page 42). It is at the core of what we do, a driver for growth and an element of our risk management. We pursue a holistic approach that covers the entire value chain – from our suppliers and our own activities to our customers. CUSTOMERS BASF Suppliers Customers BASF Responsible Conduct Along the Value Chain 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Responsible Conduct P-Sompliance (page (page 47) 1 To Our Shareholders SUPPLIERS We source responsibly cases exceed the applicable laws and regulations with voluntary commitments. We stipulate binding rules for our employees with standards that apply throughout the Group. In doing so, we consider, respect and promote internationally recognized principles such as the 10 principles of the U.N. Global Compact, the Universal Declaration of Human Rights, or the Core Labor Standards of the International Labor Organization (ILO). We produce safely and efficiently About This Report 110 BASF Report 2020 We are involved in numerous initiatives to drive forward sustainability in general and, specifically, as this relates to our value chains. These include the World Business Council for Sustainable Development (WBCSD) and OECD's Business for Inclusive Growth (B4IG) initiative, as well as networks with thematic focus like the Alliance to End Plastic Waste (AEPW), the Global Battery Alliance (GBA) or the Our business partners are also expected to comply with prevailing laws and regulations and to align their actions with internationally recognized principles. We have established appropriate manage- ment and control systems, for example, for working with our suppliers (see page 113). organizations) and the guideline on compliance with international labor norms, which applies Group-wide. This guideline specifies what the issues in our global Code of Conduct mean for our employees. - Circular economy (page 30) - Sustainable product portfolio (page 45) - Innovation (page 35) We drive sustainable solutions We want to ensure that we act in line with the applicable laws and uphold our responsibility to the environment and society with our comprehensive management and monitoring systems. Our global Responsible Care Management System covers environmental protection, health and safety (see page 121). We meet our respon- sibilities with respect to international labor and social standards chiefly through three elements: the Compliance Program (including internal and external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international - Biodiversity (page 142) - Water (page 139) - Air, waste and soil (page 137) - Energy and climate protection (page 130) - Transportation and storage (page 129) - Product stewardship (page 126) - Health protection (page 124) - Occupational and process safety (page 122) - Supplier management (page 113) - Raw materials (page 116) 109 -201 At €247 million, EBIT in the region South America, Africa, Middle East was down €55 million from the prior-year figure. This was due to lower contributions from Other and from the Agricultural Solutions, Industrial Solutions, Surface Technologies and Nutrition & Care seg- ments. EBIT improved considerably in the Materials and Chemicals segments. 8% 768 1,082 South America, Africa, Middle East 3,591 3,806 -6% 4,905 5,338 -8% 247 302 BASF Group 59,149 59,316 0% 59,149 59,316 0% 14,203 -191 11% 14,895 2,125 of which Germany 10,296 14,049 -27% 5,510 6,123 -10% -1,712 504 North America 16,440 16,420 0% 15,709 15,948 -1% 692 Asia Pacific 13,384 4,201 a The 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. Europe Sales by region Location of company South America, Africa, Middle East 6% Asia Pacific 25% €59,149 million North America 28% Asia Pacific ■ Sales growth of 11% to €14,895 million ■ EBIT down 29% to €768 million 41% Europe Sales at companies headquartered in the Asia Pacific region rose by 11% to €14,895 million in 2020. In local currency terms, sales were 14% above the prior-year level. This was largely due to considerably higher sales in the Surface Technologies segment. Sales also rose considerably in the Agricultural Solutions segment, while the Materials segment recorded a slight improvement. By contrast, sales declined considerably in the Industrial Solutions segment and slightly in the Chemicals segment. Sales were at prior-year level in the Nutrition & Care segment. The sales performance was primarily the result of higher volumes in all segments, but especially in the Surface Technologies and Agricul- tural Solutions segments. Higher prices overall, mainly attributable to the Surface Technologies segment, also contributed to the increase in sales. By contrast, prices in the Materials, Industrial Solutions, Chemicals and Nutrition & Care segments were below the prior-year level. Sales were buoyed by portfolio effects, especially in the Materials segment following the acquisition of the integrated polyamide business from Solvay. Negative currency effects had an offsetting impact. EBIT in the region declined by €314 million compared with 2019 to €768 million, primarily as a result of impairments. This was largely due to the considerable decrease in EBIT in the Chemicals and Surface Technologies segments. The Industrial Solutions segment's contribution was also significantly lower. By contrast, the Materials, Nutrition & Care and Agricultural Solutions segments posted much higher earnings. Even in the coronavirus pandemic, the Asia Pacific region remains the strongest growth driver in the chemical industry. Our invest- ments in local production plants and in research and development meet the needs of our local customers and lay the foundation for future growth in the Asian market. Following the official ground- breaking in November 2019, we started construction of the first plants at the planned integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. The first plants will pro- duce engineering plastics and thermoplastic polyurethane (TPU) to serve the growing demand in various growth industries in Asia, including in the southern Chinese market. We also expanded our dispersions portfolio at our site in Huizhou, China, to better serve the fast-growing packaging industry in southern China. At the Nanjing site, in 2020, we increased the production capacity for neopentyl glycol to meet our Chinese customers' demands for environmentally friendly automotive refinish coatings. South America, Africa, Middle East ■ Sales down 6% at €3,591 million ■ EBIT declines 18% to €247 million Sales at companies located in the region South America, Africa, Middle East declined by 6% year on year to €3,591 million. In local currency terms, by contrast, they rose by 22%. The decline in sales in euros was mainly due to considerably lower sales in the Surface Technologies segment. Sales were also considerably below the prior- year level in the Industrial Solutions segment and decreased slightly in the Agricultural Solutions segment. By contrast, the Materials segment recorded considerable sales growth, while the Chemicals and Nutrition & Care segments posted slight increases. Sales performance in South America was primarily attributable to negative currency effects. Higher price levels in all segments except Chemicals had an offsetting effect. We also increased sales volumes overall. Higher volumes, particularly in the Agricultural Solutions segment, more than compensated for lower sales volumes in the Surface Technologies segment due to the effects of the coronavirus pandemic. Portfolio effects, especially in the Materials segment from the acquisition of Solvay's integrated polyamide business, had a positive impact on sales. Companies located in Africa and in the Middle East recorded a considerable sales decrease overall. Higher prices were unable to offset lower volumes and negative currency effects. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance ■ Sales down 6% compared with 2019 at €24,223 million ■ EBIT declines €3,130 million to -€1,005 million Sales at companies located in Europe decreased by 6% year on year to €24,223 million. This was mainly due to considerably lower sales in the Chemicals and Materials segments. Sales also declined considerably in Other and in the Industrial Solutions and Agricultural Solutions segments, and slightly in the Nutrition & Care segment. Considerable sales growth in the Surface Technologies segment was unable to compensate for this. Sales performance was primarily driven by lower volumes in almost all segments and in Other, but especially in the Materials segment as a result of weaker demand from the automotive industry. Price levels declined in the Chemicals segment in particular, especially for steam cracker products due to higher product availability on the market and lower raw materials prices, as well as in the Materials segment as a result of lower isocyanates prices. By contrast, prices in the Surface Technologies segment were well above the prior-year level. +/- -29% -18% Negative currency effects also contributed to the sales decrease. Portfolio effects in the Materials segment from the acquisition of Solvay's integrated polyamide business had an offsetting impact. At -€1,005 million, EBIT was down €3,130 million from the previous year. All segments and Other recorded lower contributions, but especially the Materials segment. This was largely attributable to impairments. We are strengthening our position in the European market with investments such as the construction of a precursor plant for cath- ode active materials in Harjavalta, Finland, and the construction of a cathode active materials plant in Schwarzheide, Germany. With these investments, BASF aims to expand its position as a leading and innovative provider of battery materials. The two plants are scheduled for startup in 2022 and will be able to equip around 400,000 fully electric mid-size vehicles per year. North America BASF Report 2020 ■ Sales of €16,440 million at prior-year level Sales at companies located in North America were on a level with the previous year, at €16,440 million. In local currency terms, they rose by 2%. Considerable sales growth in the Surface Technologies segment and slightly higher sales in the Nutrition & Care segment were offset by considerable sales decreases in the Chemicals, Materials and Industrial Solutions segments, as well as slightly lower sales in the Agricultural Solutions segment. Sales performance was positively impacted by an increase in prices on the back of significantly higher price levels in the Surface Technolo- gies segment. This more than compensated for lower prices in all other segments. Sales were weighed down by lower volumes, espe- cially in the Surface Technologies, Materials, Chemicals and Industrial Solutions segments. This was mainly the result of lower demand from the automotive industry due to the effects of the coronavirus pan- demic and the unplanned outage at the steam cracker in Port Arthur, Texas. Sales were also reduced by negative currency effects. At -€201 million, EBIT was down €893 million from the prior-year figure due to significantly lower contributions from almost all segments, but especially from the Surface Technologies segment. EBIT includes special charges, mainly from impairments in the Surface Technologies, Agricultural Solutions and Chemicals segments. In addition, the con- tribution from the Industrial Solutions segment was lower, after the transfer of the paper and water chemicals business to the Solenis group had positively impacted the segment's earnings in the previous year. By contrast, EBIT rose considerably in Other and in the Nutrition & Care segment. BASF Report 2020 108 About This Report 1 To Our Shareholders 2 Management's Report Regional Results ■ EBIT declines €893 million to -€201 million 15,406 970 -3% 2020 2019 7,660 7,814 +/- -2% 91 197 Sales -54% 8,011 -3% 1,680 1,809 -7% 1,582 1,647 7,751 -4% Currencies EBIT before special items 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Business review Segment data - Agricultural Solutions Million € ■ Sales of €7,660 million, slightly below prior-year level despite higher volumes due to negative currency effects ■ EBIT before special items of €970 million, down 11% from the 2019 figure mainly due to currency effects Portfolio At €7,660 million, sales to third parties in the Agricultural Solutions segment were €154 million below the prior-year level in 2020. Sales performance was significantly weighed down by negative currency effects, particularly in the region South America, Africa, Middle East. This contrasted with volume growth in a challenging market environ- ment. Overall, prices were slightly above the prior-year level. Prices Sales to third parties Intersegment transfers Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) Special items Factors influencing sales - Agricultural Solutions Volumes 2 Management's Report Agricultural Solutions % 21.1 879 -4% 5% Return on capital employed (ROCE) Assets 2% 0% 840 Investments including acquisitionsb Research and development expenses -2% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets In Europe, sales declined by €85 million year on year to €2,035 mil- lion. This was largely attributable to lower volumes, especially of herbicides and fungicides, mainly as a consequence of dry weather conditions in large parts of Europe. Sales were also reduced by negative currency effects, primarily in Turkey and eastern Europe. Prices were on a level with the previous year. Sales in North America decreased by €104 million to €3,004 mil- lion. Prices were slightly below the prior-year level in a continued challenging market environment, especially for herbicides and fungicides. Sales development was also weighed down by negative currency effects. This was partially offset by higher sales volumes, particularly for fungicides, after the distributor destocking and challenges relating to weather conditions and trade conflicts that dominated the previous year. Location of customer Sales in Asia rose by €59 million to €844 million. This was largely Agricultural Solutions – Sales by region attributable to higher sales volumes, especially of herbicides and fungicides, primarily in India, China and Australia. Slightly higher price levels contributed to the positive sales development, while negative currency effects had a dampening impact. -9% 20.7 43% 459 1,000 719 39% 582 928 -37% -388 320 -167 -11% % 3.6 5.3 14,840 16,530 -10% 1,095 To Our Shareholders 1 About This Report Beneficial nematodes provide flexible pest control as they fit into both conventional and organic farming practices and work across glasshouse and outdoor-grown field crops, fruits and vegetables as well as turf. These effective BioSolutions by BASF are in some cases the only option to limit the spread of destructive pests such as the codling moth. The larvae of this pest burrow under the bark of apple trees to overwinter, where they cannot be reached with other crop protection products. We have developed Nemasys® C beneficial nematodes that reach these overwintering larvae and provide up to 90% control in U.S. apple orchards, mitigating insect numbers for the following year. by integrating sustainability criteria into all business and portfolio decisions. The success of our customers depends on many factors such as weather, disease, pest and weed pressure, soil conditions and prices for agricultural produce. Our customers strive for better yield yield produced in ways that are recognized as valuable by society, are kind to the planet and enable farmers to run their farms profitably in the long term while embracing digital and other new technologies in day-to-day farm operations. Value for BASF BioSolutions by BASF portfolio with annual sales of >€150 million BioSolutions are part of our portfolio for sustainable agriculture. To develop BioSolutions, we focus on leveraging in-house expertise and strategic partnerships. These solutions are based on natural mechanisms like beneficial nematodes, micro-organisms, plant extracts and pheromones. They are natural partners for a wide range of field and specialty crops and can be used in organic farming or as a complement to conventional crop protection products. Demand for BioSolutions, including seed treatment, soil and foliar applications, results in annual sales of over €150 million. up to 90% Our innovative digital products, marketed under the xarvio® Digital Farming Solutions brand, help farmers to make better decisions, enable precision farming and in this way, enhance sustainability. The investment in a crop protection production hub in Singapore will, as announced in 2020, supply multiple formulation technologies in close proximity to farmers in Asia Pacific. We also invested in the expansion of our production site in Sparks, Georgia, establishing a 1 Source: U.N. World Population Prospects 2019 BASF Report 2020 101 About This Report 1 To Our Shareholders Investments 2 Management's Report Agricultural Solutions Natural partners for the cultivation of field and specialty crops and conventional crop protection Value for our customers and the environment NemasysⓇ C: biological pest control with an effectiveness of How we create value - an example -1,005 About This Report 1 To Our Shareholders 2 Management's Report Agricultural Solutions 3 Corporate Governance 4 Consolidated Financial Statements BioSolutions by BASF 5 Overviews ■ Innovation-driven strategy for profitable growth in selected markets ■ Strong customer orientation with a focus on strategic, regional crop systems ■ A wide-ranging portfolio with more sustainable solutions Farming is fundamental given that by 2050, the world's population is expected to increase by two billion people.1 The growing demand for food must be reconciled with limited natural resources such as arable land and water. Agriculture is a key enabler in providing enough healthy, affordable food and responding to changing con- sumer behavior while reducing the impact on the environment. As one of the world's leading agricultural solutions companies, we want to create a positive impact and help shape a sustainable future for farming. At BASF, we believe that the way forward for agriculture is to find the right balance – for farmers, agriculture and future genera- tions. Farmers need to balance resources, technology, climate and societal uncertainty in order to produce in an economically sound way. We support them in finding the right balance by focusing more than ever on the needs of our customers, societal concerns and regulatory requirements. With a deep understanding of the way individual growers manage their farms and crop systems, we provide a connected offer, including seeds, traits, crop protection, and digital products and solutions. Our innovation-driven strategy for agriculture focuses on four selected crop combinations, known as crop systems: 1. soy, corn (maize) and cotton in the Americas; 2. wheat, canola (oilseed rape) and sunflowers in North America and Europe; 3. rice in Asia; and 4. fruit and vegetables globally. We actively steer our connected offer for farmers and the agricultural industry toward sustainable solutions Strategy 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Selected products Fungicides Herbicides Insecticides Seed Treatment Seeds & Traits Protecting crops against harmful fungal diseases; improving plant health, securing yield and harvest quality Applications Reducing competition from weeds for nutrients, water and sunlight to secure yield and harvest quality Improving seeds' potential with chemical and biological protection as well as inoculants Seeds and traits for key field crops such as canola (oilseed rape), cotton, soybean and wheat, as well as vegetable seeds Boscalid, dimethomorph, F500®, Initium®, metiram, metrafenone, Revysol®, Serifel®, Xemium® BastaⓇ, dimethenamid-p, EngeniaⓇ, Finale®, imazamox, Kixor®, LibertyⓇ, pendimethalin, Tirexor®, topramezone Alpha-cypermethrin, chlorfenapyr, fipronil, InscalisⓇ, Interceptor®, NealtaⓇ, teflubenzuron, TermidorⓇ Flo Rite®, ILEVO®, Integral®, Nodulator® PRO, Poncho®, Serifel®, SystivaⓇ, VaultⓇ HP, VelondisⓇ CredenzⓇ, FiberMax®, InVigor®, LibertyLink®, Nunhems®, Stoneville® BASF Report 2020 103 Combating insect pests in agriculture and beyond, such as in the fields of public health, professional pest control and landscape maintenance Indications and sectors Products, customers and applications 5 Overviews new formulation plant for seed treatment products there. At the Nunhem site in the Netherlands, we started the expansion of our breeding facilities for vegetable seeds with a state-of-the-art tomato greenhouse. Further investments were made in the modernization of site infrastructure in the Americas and Europe. To meet continuing high demand for our innovative solutions in the future, between 2021 and 2025, we will invest more than €950 million in developing and expanding our infrastructure and in our production and formu- lation capacities for active ingredients as well as for seed solutions. Research and development Our research and development is based on a global network of research sites, seed production and breeding capacities. It positions us to seize future market opportunities and increase our competi- tiveness. Our biotechnology activities and our research and development capabilities comprise advanced breeding techniques, analytics, technology platforms and trait validation. To offer tailor-made, sustainable crop solutions, our research platform on gene identifica- tion focuses on plant characteristics that enable higher yields and better quality, disease resistance and tolerance of negative environ- mental factors, such as drought. We apply state-of-the-art scientific methods, including genetic engineering and selective genome editing. These activities are closely connected to our activities in the field of biotechnology, which are part of BASF's Bioscience Research division. Corporate research and development expenses, sales, earnings and all other data for BASF's Bioscience Research division are not reported in the Agricultural Solutions segment; they continue to be reported under Other. Our research and development activities are aligned with our strategic crop systems to support our customers' success with innovations. In 2020, we spent €840 million on research and devel- opment in the Agricultural Solutions division, representing around 11% of the segment's sales. Our well-stocked innovation pipeline comprises novel seeds and traits, new chemical and biological crop protection products, new formulations and digital solutions to be launched between 2020 and 2030. With a peak sales potential¹ of more than €7.5 billion, our innovation pipeline has an even stronger Sustainability focus on sustainable solutions - enabled by a research and devel- opment process that is driven by sustainability criteria. We innovate to create new business opportunities for farmers and for BASF by developing solutions that meet the needs of customers and consumers. By 2030, we will launch more than 30 major pipeline projects across all business areas. These will provide sustainable solutions to help farmers achieve better yield in their farm operations and promote healthy eating, balancing economic, environment and societal demands. Research and development activities in the Agricultural Solutions division range from seeds and traits, research and breeding capacities to solutions that protect plants against fungal diseases, insect pests and weeds, and improve soil manage- ment and plant health. In 2020, we launched our Agricultural Solutions sustainability com- mitments. We focus on four areas to help farmers to find the right balance: climate-smart farming, sustainable solutions, digital farming and smart stewardship. Climate-smart farming: We help farmers tackle pressing climate challenges with the right combination of technologies designed to increase yield, make farm management easier and more effective, and reduce the impact on the environment. Our technologies include nitrogen management products to improve fertilizer efficiency and lower greenhouse gas emissions, no-till herbicides, seeds and traits for more stress-resilient crops, natural biological inoculants as well as digital solutions. Sustainable solutions: We systematically steer our innovation pipeline according to sustainability criteria from an early stage. This enables us to continually develop innovations that offer added value for farmers, the environment and society. We also assess each product in our existing portfolio with respect to its contribution to sustainability. In this way, we systematically steer our portfolio to every year increase the share of sales from solutions that make a substantial sustainability contribution. Digital farming: Digitalization has the power to transform agricul- ture and make it more efficient, inclusive and sustainable. Our digital solutions help farmers to produce more with less by growing their business profitably while reducing their environmental footprint. Smart stewardship: Our stewardship tools and services are tailored to farmers' daily work. Farmers get the support they need to use our products safely: access to tools and services, protective equipment, customized training, digital solutions and new and future-oriented application technologies such as drones. 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 322. BASF Report 2020 102 About This Report 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements Sales in the region South America, Africa, Middle East amounted to €1,777 million, €24 million below the previous year. This was pri- marily due to significantly negative currency effects, mainly from the depreciation of the Brazilian real. Considerably higher volumes in all indications and sectors, especially in Brazil, and higher price levels were unable to fully offset the negative currency developments. South America, Africa, Middle East 23% 2 Management's Report Agricultural Solutions €7,660 million Equity-accounted income of the oil and gas business As of January 1, 2020, BASF no longer presents equity-accounted income from Wintershall Dea in the BASF Group's EBIT and EBIT before special items, but under net income from shareholdings. Wintershall Dea contributed -€890 million to net income from share- holdings in 2020. This included impairments of €791 million, mainly as a result of lower oil and gas price forecasts and changed reserve estimates. In the previous year, Wintershall's earnings were presented in income after taxes from discontinued operations until the merger of Wintershall and DEA on April 30, 2019. Equity- accounted income from Wintershall Dea in the period from May 1, 2019, to December 31, 2019, amounted to -€86 million. Wintershall Dea conducts production, development¹ and explora- tion activities in the following countries: · Egypt (production, development, exploration) - Algeria (production) - - - Argentina (production, development, exploration) Brazil (exploration) The price of a barrel of Brent crude oil averaged $42 in 2020 (previ- ous year: $64). Gas prices on the European spot markets declined significantly compared with the previous year. The strong price declines in the first half of 2020 were attributable to the drop in global macroeconomic demand caused by the coronavirus pan- demic. Oil and gas prices partially recovered in the second half of the year. Denmark (production, exploration) - Libya (production) Mexico (production, development, exploration) Netherlands (production, development, exploration) Norway (production, development, exploration) 1 Development activities include projects before and after the FID (final investment decision) Russia (production, development) United Arab Emirates (development, exploration) - United Kingdom (production, development, exploration) Wintershall Dea's activities in 2020 - Germany (production, development, exploration) Wintershall Dea produced 227 million BOE (barrels of oil equivalent) in 2020, of which around 162 million BOE of gas. This corresponded to a daily production of 623 thousand BOE. Despite the macroeco- nomic downturn caused by the coronavirus pandemic, Wintershall Dea was able to increase daily production slightly compared with the period from May 1, 2019, to December 31, 2019. Macroeconomic environment 5 Overviews 385 411 -6% a Information on the composition of Other can be found in the Notes to the Consolidated Financial Statements from page 241 onward. b The 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. c Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) d Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group Non-Integral Oil and Gas Business e Additions to property, plant and equipment and intangible assets 106 About This Report 1 To Our Shareholders 2 Management's Report Non-Integral Oil and Gas Business 3 Corporate Governance 4 Consolidated Financial Statements BASF Report 2020 Investment projects continued largely as planned. The Ærfugl project in Norway started production of phase 1 on schedule and budget - a milestone for subsea development in the Norwegian Sea. However, a number of projects, such as the Njord and Nova projects in Norway, were delayed by the coronavirus pandemic. In Russia, the Achim Development joint venture operated with Gazprom, in which Wintershall Dea holds a 25.01% interest, contin- ued field development in blocks 4A and 5A of the Achimov For- mation. Production is expected to start in the first quarter of 2021. Another investment focus is Egypt, especially the Nile Delta. The Raven subproject there commenced production at the beginning of 2021. The Achimgaz joint venture with Gazprom successfully drilled further production wells. Production is running at the expected high level. Severneftegazprom, a joint venture between Gazprom, Wintershall Dea and OMV, reached a major milestone in 2020: The Yuzhno- Russkoye field in Russia's Yamalo-Nenets Autonomous District has produced 300 billion cubic meters of natural gas since production began in 2007. In October 2020, Wintershall Aktiengesellschaft, in which Winters- hall Dea holds a 51% interest, transferred operatorship of Contract Areas 91 (formerly concession 96) and 107 (formerly concession 97) Income from operations by location of company 2020 2019 +/- 2020 2019 +/- by location of company 2020 Europe 24,223 25,706 -6% 23,129 Asia Pacific 11% 23,827 2019 Sales by location of customer Sales 2 Scope 1 and 2 emissions from upstream activities operated by Wintershall Dea and upstream activities not operated by Wintershall Dea on a pro rata basis BASF Report 2020 onshore Libya's Sirte basin to Sarir Oil Operations B.V. (SOO), a newly established joint operating company with the National Oil Corporation (NOC). Wintershall Dea drilled 11 exploration wells in 2020. Of these, around 64% were successful. Wintershall Dea is also active in gas transportation. This includes interests in GASCADE Gastransport GmbH and OPAL Gastransport GmbH & Co. KG held by WIGA Transport Beteiligungs-GmbH & Co. KG, and the interest in Nord Stream AG held directly by Wintershall Dea. Wintershall Dea is involved in the financing of the Nord Stream 2 pipeline project, but does not hold an interest in the company. As part of its climate strategy, which was communicated in Novem- ber 2020, Wintershall Dea aims to achieve net zero emissions² from upstream activities by 2030 and reduce the methane intensity of its own natural gas production to 0.1% by 2025. During the next 10 years, Wintershall Dea intends to invest around €400 million in reducing and offsetting greenhouse gas emissions. In 2020, Wintershall Dea continued to drive forward the integration that began with the merger and was able to realize the intended synergies. Wintershall Dea has undertaken preparations for a stock exchange listing, which is expected to take place over the course of 2021 subject to market conditions. 107 1 To Our Shareholders 2 Management's Report Regional Results 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Regional Results Regions Million € Research and development expenses -48% About This Report 156 5 Overviews Other Other Sales in Other declined by €538 million compared with 2019 to €2,360 million. This was mainly due to the sales decrease in com- modity trading and the remaining activities of BASF's paper and water chemicals business, which were not part of the transfer to Solenis and are reported under Other. At -€769 million, income from operations before special items in Other was €188 million below the prior-year figure. This is largely attributable to lower contributions from other businesses and to positive effects in 2019, primarily from changes to pension benefits in the United States. EBIT declined by €685 million to -€1,203 million. This included special charges, in particular for the realignment of the Global Busi- ness Services unit. The prior-year figure included special income from the sale of our share of the Klybeck site in Basel, Switzerland. Financial data - Othera 4 Consolidated Financial Statements Million € Income from operations (EBIT) b Special items EBIT before special itemsb of which costs for cross-divisional corporate research costs of corporate headquarters 2020 2019 +/- Sales Depreciation and amortization 2,360 3 Corporate Governance About This Report BASF Report 2020 North America 39% 299 27% Europe 104 About This Report 1 To Our Shareholders 2 Management's Report 2 Management's Report Agricultural Solutions 4 Consolidated Financial Statements 5 Overviews Income from operations (EBIT) before special items was €970 million, €125 million below the 2019 figure. This was mainly due to currency effects. EBIT amounted to €582 million, €346 million less than in the previ- ous year. This figure included special charges in the amount of €388 million, primarily from impairments in connection with mea- sures to streamline the global glufosinate-ammonium production network. See page 155 for the outlook for 2021 BASF Report 2020 105 3 Corporate Governance 2,898 1 To Our Shareholders Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA)b -231 7% other businesses 143 179 -20% Investments including acquisitions -58 -89 35% -276 -43 Assetsd 24,131 -19% 27,585 -13% -214 8% foreign currency results, hedging and other measurement effects miscellaneous income and expenses -364 -414 -47% -397 -609 -1,032 -334 171 184 -1,203 -7% -518 -434 63 -769 -581 -32% BASF Report 2020 2 Management's Report Raw Materials About This Report For more information, see basf.com/massbalance 1 To Our Shareholders customers. Mass balance products are identical in quality to conventional products but make a substantial sustainability contribution to the use of bio-based or recycled raw materials. This method has already been applied to over 200 BASF products (2019: around 80 products), for example, for engineer- ing plastics, superabsorbents, dispersions and intermediates. We share our expertise in various stakeholder platforms to harmonize and standardize different allocation methods and certification systems for mass balance products. For instance, BASF contributed to position paper on the mass balance approach published by the industry association PlasticsEurope in 2020. 116 3 Corporate Governance BASF's most important raw materials (based on volume) include liquid gas and natural gas, as well as crude oil-based petrochemical products such as naphtha and benzene. We mainly use liquid gas and natural gas to generate energy and steam, and to produce key basic chemicals such as ammonia or acetylene. Naphtha is mostly fed into our steam cracker, where it is split into products such as ethylene and propylene both important feedstocks for numerous value chains. We use aromatics such as benzene or toluene to manufacture high-performance plastics, among other products. Thanks to a high degree of forward and backward integration, we can produce many feedstocks for our value chains efficiently while Consolidated Financial Statements 5 Overviews BASF's Verbund concept is key to making the use of raw materials in our own processes as efficient as possible: Intelligently linking and steering our plants and processes creates efficient value chains. By-products from one facility are used as feedstocks elsewhere. This saves raw materials and energy (see page 130). At the same time, the Verbund offers many opportunities to use renewable and recycled raw materials. We want to better leverage this potential going forward (see page 30). For example, we are driving forward chemical recycling of mixed plastic waste and used tires in our ChemCycling TM project (see page 118). Resource efficiency and stewardship are also becoming increasingly important topics for our customers. That is why we are constantly working to reduce the resources consumed in the production of our products, for example through more efficient processes or the use of renewable and recycled raw materials. This enables us to offer our customers solutions that make a greater contribution to sustain- ability, like a smaller carbon footprint. Our products also improve our customers' resource efficiency and sustainability in many areas. For example, metal pretreatment using our innovative OxsilanⓇ thin-film technology requires significantly less material than conven- tional processes. At the same time, it can achieve water savings of up to 50% and reduce energy costs by up to 40%. Fossil and petrochemical resources - conserving resources within the BASF Verbund. This increases supply security and reduces dependence on external supply sources to just a few key raw materials. We source these from different suppliers to minimize supply risks. In addition to fossil resources, we employ renewable raw materials, mainly based on vegetable oils, fats, grains, sugar and wood. In 2020, we purchased around 1.2 million metric tons of renewable raw materials. For instance, we use renewable resources to produce ingredients for the detergent and cleaner industry, or to source natural active ingredients for the cosmetics industry. We also use renewable feedstocks such as biomethane or bio-naphtha in our Verbund as an alternative to fossil resources. The mass balance approach allows us to allocate the amount of renewable resources used to a wide variety of end products (see box on page 116). Examples include the biomass balance polyisobutene OPPANOL® BMBCertTM (see page 84) or the biomass balance versions of our Styropor®, NeoporⓇ and StyrodurⓇ insulation materials. ■ Numerous projects and cooperative ventures to improve sustainability along the value chain Renewable resources As part of our efforts to improve sustainability, we are continuously investigating whether fossil and petrochemical resources can be replaced with non-fossil alternatives. We carefully consider economic, environmental and social aspects, as well as other important criteria like supply security and product safety. Our aim is to increase the share of renewable and recycled feedstocks in our value chains. This brings with it challenges and compromises in the supply of both energy and resources for carbon-based organic chemistry, for example, in striking the balance between competitive- ness and the additional costs of using renewable energy, or between renewable resources and land use. We raise awareness of these trade-offs through close dialog with our stakeholders and our involvement in sustainability initiatives, and help to find solutions. 4 Many BASF value chains start in syngas plants or steam crackers, where fossil resources, mostly natural gas and naphtha, are converted into hydrogen and carbon monoxide or important basic chemicals such as ethylene and propylene. These are used to create thousands of products in the BASF Verbund. Alongside fossil resources, bio-based and recycled raw materials such as biomethane, bio-naphtha or pyrolysis oil can be used as feed- stocks. It is not possible to physically or chemically match the feedstock to the output as our plants simultaneously process fossil, bio-based and recycled raw materials. The share of bio- based or recycled raw materials can be allocated to certain products using the mass balance approach, which is audited by a third party, and certification (such as the REDcert2 standard for the chemical industry). It is similar in principle to green power, which has been established for many years: Energy from renew- able sources is fed into the grid and then charged to individual BASF Report 2020 Our expectations of our suppliers are laid down in the Supplier Code of Conduct (see page 113). We take a closer look at suppliers in critical supply chains, for example for mineral raw materials, renew- able resources such as palm kernel oil, for a number of pigments or highly toxic substances. Upstream stages of the value chain are assessed for serious sustainability risks and, if necessary, suitable remedial measures are identified. In addition, we develop and test approaches to make raw materials supply more sustainable in joint initiatives with suppliers and other partners. Examples include our cooperative ventures to recycle battery materials (see page 119) or our joint activities on certified sustainable supply chains for renew- able raw materials such as palm and castor oil. We are also in regular contact with our supplier Nornickel on sus- tainability matters and other aspects relevant to our cooperation. These include current events and the findings from the mining- specific TFS audits conducted in 2017 at Nornickel's sites in Polar and Kola (both in Russia) and in Harjavalta, Finland. The audits identified some need for adjustment in the areas of waste, waste- water, emissions and land rehabilitation to mitigate environmental and production risks. A number of points have since been imple- mented, while others are still outstanding and are included in site-specific action plans. In addition, Nornickel has committed to becoming certified according to the standards of the International Council on Mining and Metals (ICMM) and the Initiative for Respon- sible Mining Assurance (IRMA). This involves comprehensive audits, which are planned for 2021. For more information on the supplier relationship with the Sibanye-Stillwater mine, Need for action was identified in areas such as health and safety and the environment, for example in storing corrosive substances, fire- fighting capabilities and compliance with soil and water emission limits. All of the deviations identified by the audit were included in an action plan. BASF and Sibanye-Stillwater discuss the progress made on its implementation four times a year. The improvements were documented by the end of 2020 as planned. Sibanye-Stillwater is a member and supporter of the International Platinum Group Metals Association (IPA) sustainability initiative that was co-founded by BASF. The initiative's measures include conducting comprehen- sive sustainability audits in the South African platinum group metals sector and exchanging factors for success. BASF continued its regular dialog with local stakeholder groups in 2020. As for fossil raw materials, we also consider how renewable resources impact sustainability topics along the value chain. Along- side positive effects like saving greenhouse gas emissions, these can also have negative effects on areas such as biodiversity, land use or working conditions, depending on the raw material. This is why we carefully weigh up the advantages and disadvantages of using renewable resources, for example using Eco-Efficiency Analyses. We also take recognized certification standards such as the Roundtable on Sustainable Palm Oil into account in our deci- sions. We want to minimize raw material-specific risks and increase sustainability with measures, projects and targeted involvement in initiatives. Our activities here concentrate on value chains that are relevant quantitatively, such as palm-based raw materials, or that do not yet have certification standards, such as castor oil. We are also working on product innovations and on enhancing production pro- cesses to improve the profitability and competitiveness of renew- able resources. see basf.com/en/marikana Using TfS evaluations, we pursue a risk-oriented approach with clearly defined, BASF-specific follow-up processes. If we identify deviations from our standards, we ask our suppliers to develop and implement corrective measures within a reasonable time frame. We support them in their efforts, for example by providing training on environmental, social and corporate governance topics. We trained employees from 43 Chinese suppliers in 2020 as part of a partner- ship with the East China University of Science and Technology in Shanghai, China. As part of TfS, training was developed for suppliers that already have a sustainability rating but have potential for improvement in environmental, social and corporate governance. In 2020, more than 1,000 participants attended TfS training on this topic in China and Brazil. The TfS Supplier Academy is also developing training opportunities for our suppliers around the world. These will be implemented in 2021. We review our suppliers' progress according to a defined timeframe based on the sustainability risk identified, or after five years at the latest. In the case of ongoing, serious violations of the standards defined in our Supplier Code of Conduct or international principles, we reserve the right to impose commercial sanctions. These can go as far as termination of the business relationship. In 2020, this was decided in four cases. 115 About This Report 1 To Our Shareholders 2 Management's Report Raw Materials 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Raw Materials SUPPLIERS BASF CUSTOMERS In 2020, BASF purchased a total of around 30,000 different raw materials from more than 6,500 suppliers. Using resources as efficiently and responsibly as possible and the concept of a circular economy are firmly embedded in our strategy and our actions, supported by our Verbund structure and the use of renewable and recycled feedstocks. We expect our suppliers to source and produce raw materials responsibly. In the search for alternative raw materials, we employ solutions that also contribute to sustainability. Strategy from responsible Our strategy covers the entire value chain procurement and using and recycling raw materials efficiently in our own processes to developing green products and technologies for our customers. We want to decouple growth from resource consumption with process and product innovations to drive forward the shift toward closed-loop value creation systems (see page 30). Alongside economic, environmental and social criteria, we also consider aspects such as product safety and supply security when selecting raw materials for our production processes. The mass balance approach Palm oil, palm kernel oil and their derivatives are some of our most important renewable resources. We mainly use these raw materials to produce ingredients for the cosmetics, detergent, cleaner and food industries. We aim to ensure that palm-based raw materials come from certified sustainable sources and have actively supported the Roundtable on Sustainable Palm Oil (RSPO) since 2004. Based on the Group-wide Supplier Code of Conduct (see page 113), we have laid down our expectations of suppliers in the oil palm value chain in an additional Palm Sourcing Policy. This addresses aspects such as forest and peat conservation, respect of human and labor rights, smallholder inclusion, and certification and traceability standards. The annual BASF Palm Progress Report reports on our measures and progress toward more sustainability and transparency in the value chain. Sourcing mineral raw materials responsibly is important to BASF. We have selected suppliers confirm to us that they do not source minerals as defined in the Dodd-Frank Act from the Democratic Republic of Congo or its neighboring countries. If there is cause for concern, we reserve the right to audit suppliers and, if necessary, terminate the business relationship. We implemented the E.U. Con- flict Minerals Regulation by the deadline in early 2021. This defines supply chain due diligence for importers and processors of certain mineral raw materials originating from conflict regions and high-risk areas. 117 5 Overviews pyrolysis oil from used tires in 2020 with a partnership with New Energy and an investment in Pyrum Innovations AG. We also took a crucial step forward in the chemical recycling of used polyurethane foam mattresses in 2020: A wet chemical process developed by BASF can be used to break down soft polyurethane foam to recover the polyol originally used, which can be used to produce new polyurethane foam. The first test foams show promis- ing results. BASF continues to recycle the precious metals used in automotive, process and chemical catalysts. These contain precious metals like platinum, palladium and rhodium. Treating and recovering resources from spent automotive catalysts is a complex process. All of the precious metals we recover in this way are reused as feedstocks in catalyst production. The growing demand for electromobility is also increasing the need for lithium-ion battery recycling. As a leading producer of battery materials with local production capacities in the three main markets - Asia, Europe and the United States - in the future, BASF has in-depth expertise in battery chemistry and process technology. Together with our partners, we are leveraging this expertise to develop a closed-loop system for the raw materials used to produce cathode active materials, such as nickel, cobalt, manganese and lithium. The objective is to further increase sustainability in the value chain for batteries. In 2020, we launched the project "Recycling lithium-ion batteries for electric vehicles" (ReLieVe) together with Eramet and SUEZ. The project received €4.7 million in funding from the European Union. The aim is to develop an innovative, large-scale process to recycle batteries along the entire value chain - from col- lecting end-of-life batteries and recovering mineral raw materials to using these in the production of new battery materials. For more information on BASF's Circular Economy Program, see page 30 For more information on recycled raw materials, see basf.com/circular-economy Mineral raw materials We procure a number of mineral raw materials, which we use to produce mobile and process emissions catalysts or battery materials, among other products. We are continually improving our products and processes to minimize the use of primary mineral raw materials. At the same time, we are driving forward the recycling of mineral raw materials, for example, by recovering platinum metals from mobile and process emissions catalysts and using these as secondary resources (see "Recycled feedstocks"). In addition to responsible procurement of "conflict minerals," BASF is committed to responsible and sustainable global supply chains for other mineral raw materials. These include cobalt, a key component in the production of battery materials for electric vehicles, among other applications. Our cobalt supply chain for battery materials is organized according to special sustainability criteria for cobalt pro- curement. For example, we do not purchase cobalt from artisanal mines and also aim to exclude this in supply chains through our supply chain management as long as responsible artisanal produc- tion cannot be verified. In addition, we have signed a long-term supply agreement with Nornickel for nickel and cobalt from a metal refinery in Finland. The agreement ensures locally sourced and secure supply of raw materials for battery production in Europe. Together with BMW, Samsung SDI, Samsung Electronics, Volkswagen and the German governmental agency for international cooperation (Gesellschaft für Internationale Zusammenarbeit, GIZ), we have been involved in Cobalt for Development since 2018. The cross-industry initiative aims to identify how to improve working conditions in artisanal mines, as well as living conditions in the sur- rounding communities in the Democratic Republic of Congo. To achieve this, the initiative offers programs such as training on important environmental, social and governance aspects of respon- sible mining practices. Training for 12 mining cooperatives in Kolwezi started in October 2020. The initiative aims to train more than 1,500 artisanal cobalt miners on topics such as occupational safety and environmental management by mid-2021. Cobalt for Development also works closely together with local nongovernmental organiza- tions and Bon Pasteur/the Good Shepherd International Foundation to create additional income opportunities for families and improve access to education. For example, a new building for Kisote's public elementary and secondary school was constructed and training was held on topics such as farming. We are also involved in various international initiatives to strengthen sustainability and innovation in the value chain for batteries. These include the Global Battery Alliance (GBA), which we co-founded in 2017. It brings together business, government and civil society and develops standards and tools to create a socially responsible, eco- logical and economically sustainable, and innovative value chain for batteries. For instance, BASF is working with the GBA on a battery pass. In the future, this "digital twin" will contain information on the sustainability of a battery to increase transparency in the value chain. The first test version will be developed in 2021 and the battery pass should be ready to be used by the end of 2022. BASF is also an active member of the Responsible Minerals Initiative (RMI). BASF Report 2020 119 About This Report 1 To Our Shareholders 2 Management's Report Raw Materials 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Another mineral raw material that BASF processes is mica. We use mica to produce pigments, which are used in products such as coatings. For the majority of our demand, we use mica from our own mine in Hartwell, Georgia, and some of our businesses source exclusively from this mine. Third-party suppliers are requested to source mica in accordance with internationally recognized standards which, among other things, exclude child labor. As a member of the cross-industry Responsible Mica Initiative, BASF actively contributes to the eradication of child labor and unacceptable working conditions in the Indian mica supply chain. BASF Report 2020 inclusive stakeholder engagement forum. These include maintaining Supplier development the cooperation between Sibanye-Stillwater and the authorities to improve local living conditions. In addition, the audit team recom- mended that the implementation and management of the social engagement strategy continue to be systematically monitored. For more information on the Cobalt for Development project, see basf.com/cobalt-initiative Consolidated Financial Statements BASF Report 2020 4 2 Management's Report Raw Materials About This Report 1 To Our Shareholders 2 Management's Report Raw Materials 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews We purchased 227,213 metric tons of certified palm oil and palm kernel oil in 2020. We therefore reached our goal of only sourcing RSPO-certified palm oil and palm kernel oil by 2020. By 2025, we I want to do the same for the most important intermediate products based on palm oil and palm kernel oil, including fractions and primary oleochemical derivatives as well as vegetable oil esters. We were able to trace 96% of our global palm footprint to oil mill level as of the end of 2020. In addition, we continued to drive forward the RSPO supply chain certification of our sites for cosmetic ingredients. At the end of 2020, 25 production sites worldwide were certified by the RSPO. We continue to see growing demand for certified palm-based prod- ucts from our customers. Sales volumes rose by more than 30% compared with the previous year. We are expanding our range of certified sustainable products in accordance with the RSPO's mass balance supply chain model. This helps our customers to meet their obligations to customers, consumers and stakeholders. We source most of our palm-based raw materials from Malaysia and Indonesia. Smallholders account for around one-third of the total volumes produced there. We have worked together with The Estée Lauder Companies, the RSPO and Solidaridad in Indonesia since 2019 to strengthen smallholder structures and sustainable produc- tion methods at local level. The project in the province of Lampung supports around 1,000 independent smallholders in improving their livelihoods and the sustainable production of palm oil and palm kernel oil. The focus is on efficient and sustainable farming practices and health and safety standards. The goal is for at least one-third of program participants to become certified according to the RSPO Smallholder Standard in three years. Also important for BASF, albeit at a much smaller scale, is castor oil. We use castor oil to manufacture products such as plastics and ingredients for paints and coatings, as well as products for the cosmetics and pharmaceutical industries. We established the Sus- tainable Castor Initiative - Pragati in 2016 together with Arkema, helps to preserve the argan forest and strengthens local communi- ties, for example, by providing additional income and through literacy programs and health initiatives. In 2020, the certification organization Ecocert awarded our cosmetic active ingredient LipofructyTM Argan the "Fair for Life" label for the fourth time in a row, confirming the sustainability of the supply chain. For more information on renewable resources, see basf.com/renewables Jayant Agro and Solidaridad as there were previously no globally defined and recognized certification standards. The aim is to improve the economic situation of castor oil farmers in India and, at the same time, raise awareness of sustainable farming methods. Around 80% of the world's castor beans are produced in India, mainly by smallholders. As part of the project, smallholder farmers receive training on topics such as cultivation methods, efficient water use, health and the safe use of crop protection products based on a specially developed sustainability code. Since the project was initiated, more than 4,500 smallholders and over 8,700 hectares of land have been certified for sustainable castor Recycled feedstocks cultivation. Yields from this land have risen by at least 50% compared with baseline 2016. We will source the first certified sustainable castor oil from the program in 2021. In the long term, we want to increase the share of this oil to cover our total demand. Our raw materials for cosmetic active ingredients mainly come from plants. Two examples of holistic programs that consider the various aspects of sustainability are our products based on rambutan and argan. The rambutan tree belongs to the soapberry family. Its fruit is mainly sold for food. Our research and development discovered a method to extract the bioactives contained in the peel, leaves and seeds. The commercialization of the rambutan tree's by-products, which were previously disposed of as waste, creates new income streams for farmers and expands our portfolio of natural active ingredients. As part of our rambutan program, we have worked closely together with two small plantations in the Vietnamese prov- ince of Dong Nai since 2014, which supply us with sustainably pro- duced, certified organic raw materials. The partnership focuses in particular on responsible farming practices and social inclusion, including gender equality, safe working conditions and fair incomes. We have cooperated with Targanine in the region of Agadir in Morocco since 2005. The network of six argan oil cooperatives supplies 16 products - including argan oil, essential oils and bee products to BASF under fair trade conditions. Some 2,000 women from rural areas now work in the cooperatives. Commercialization For more information on our voluntary commitment to palm oil products and the Palm Progress Report, see basf.com/en/palm-dialog Recycling is becoming increasingly important due to limited resources, growing sustainability requirements in the markets and regulatory developments. We want to increase the use of recycled feedstocks with our Circular Economy Program. From 2025 onward, we aim to process around 250,000 metric tons of recycled and waste-based raw materials every year worldwide, replacing fossil raw materials (see page 30). One focus here is chemically recycling plastic waste. This technology complements mechanical recycling and can help to reduce the amount of plastic waste that is disposed of in landfill or thermally recovered. Chemical recycling breaks down plastics into their build- ing blocks or converts them into basic chemicals. Different methods are used to achieve this. In our ChemCycling TM project, our partners use the thermochemical process of pyrolysis to extract pyrolysis oil from mixed plastic waste or used tires, which were not previously recycled. We can feed this pyrolysis oil into our Verbund structure as an alternative to fossil raw materials and use it to make new prod- ucts. These have the same properties as products manufactured from fossil feedstocks. We use a certified mas balance approach to allocate the percentage of recycled materials to the end product (see box on page 116). Since 2020, we have been able to offer our customers the first commercial Ccycled TM products. After investing in Quantafuel AS in 2019, we expanded our supply base with BASF Report 2020 118 About This Report 1 To Our Shareholders 3 Corporate Governance 5 Overviews 1 To Our Shareholders 3 Corporate Governance 2 Management's Report Responsible Conduct 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews projects, assessments along the product life cycle, and systems to monitor labor and social standards. Aspects of human rights related to site security, such as the right to liberty and security of person, are a component of the global qualification requirements of our security personnel. Respect for human rights is a mandatory element of any contract with service providers of the BASF Group who are active in this area. As an international company, we are a part of society in the countries in which we operate and have business relationships with different partners around the world. We have trustful working relationships with our partners (joint venture partners, contractors, suppliers, and customers), expect them to comply with internationally recognized human rights standards and to demand the same of their partners further along the value chain. For instance, we contractually agreed with our two joint venture partners in the Chinese region of Xinjiang that the basis for joint activities is the BASF Code of Conduct and the requirements embedded in it to respect human rights and rele- vant labor and social standards (such as the exclusion of forced labor and discrimination in hiring, promotion and dismissal practices). We review this on a regular basis with audits. The most recent audits on compliance with labor and social standards at our joint ventures were performed in the first half of 2020, despite the challenges posed by the coronavirus pandemic. The audits were conducted with the support of a well-known external auditor. They reviewed the implementation of measures agreed in previous internal audits and again verified compliance with BASF's requirements regarding inter- national labor and social standards. We support our partners in their efforts to meet their respective responsibilities. This is because we can only meet our goal of eradi- cating human rights abuses along our value chains if we work together. We have defined our expectations in a binding Supplier Code of Conduct. Employees and third parties around the world can report potential violations of laws or company guidelines to our compliance hotlines. Since 2020, employees have also been able to contact specialists directly via a new internal online platform or the corresponding app. In 2020, 261 human rights-related complaints were received by phone as well as by post and e-mail. All complaints received were reviewed and forwarded to the relevant departments for in-depth investigation. If justified, appropriate measures were taken. We report on our global targets, monitoring systems and measures to integrate human rights topics into our business activities in publications such as this report and online.] For more information on standards in our supply chain, see page 113 onward For more information on our production standards, see page 121 onward About This Report For more information on systems for monitoring labor and social standards, see page 144 onward For more information on corporate governance and compliance, see page 167 onward For more information on the Human Rights Advisory Council, see basf.com/human-rights-council BASF Report 2020 112 About This Report 1 To Our Shareholders 2 Management's Report Supplier Management 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews See basf.com/humanrights for more information on the human rights position and a comprehensive report on the implementation of due diligence in human rights in accordance with the requirements of the National Action Plan developed by the German government, and in accordance with the U.N. Guiding Principles on Business and Human Rights 111 We want to ensure that our actions do not have a negative impact on human rights. We have long used monitoring and management systems to identify potential and actual negative impacts. Our mea- sures and criteria for monitoring and observing human rights are integrated into supplier assessment processes and our global monitoring systems for environmental protection, safety and secu- rity, health protection and product stewardship. They are also inte- grated into the evaluation of investment, acquisition and divestiture In 2020, we conducted a comprehensive review of our human rights management system and the related processes. The review showed that we have achieved important milestones in the area of human rights and in terms of our due diligence processes. These include the introduction of explicit questions on due diligence aspects in the risk analyses conducted by business units, standard supplier assessments or evaluations of investment projects. The analysis, which was discussed with the Board of Executive Directors, did however also reveal potential for improvement that we have ambi- tions to pursue, such as awareness of human rights topics within our organization. Continued efforts are needed to help all employees better understand how these topics are relevant to our daily work. In addition, we want to expand our due diligence process to more effectively identify challenges at different stages of our value chain. A human rights risk assessment is to be more systematically incorpo- rated into strategy development for our procurement units. We also want to further strengthen our grievance mechanisms and introduce a standardized global hotline and reporting system in 2021. In consultation with the Human Rights Advisory Council, Corporate Compliance is developing specific measures for improvement together with the expert group and the relevant units. Aware- ness-raising measures are currently being developed, including training concepts and content to make employees more conscious of human rights. 2 Management's Report Responsible Conduct 120 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews - Roundtable on Sustainable Palm Oil (RSPO). In addition, we realize a wide range of projects - often together with partners – for exam- ple, to improve sustainability in the supply chain, to promote a circu- lar economy model or on the responsible use of crop protection products. For more information on sustainability management, see page 42 onward For more information on responsible procurement, see page 113 onward For more information on environmental protection, health and safety, see page 121 onward For more information on employees, see page 144 onward For more information on social engagement, see page 47 onward For more information on corporate governance and compliance, see page 167 onward Responsibility for human rights ■ Human rights topics coordinated and steered by Corporate Compliance ■ Creation of an independent Human Rights Advisory Council for trust-based dialog and consultation BASF acknowledges its responsibility to respect internationally recognized human rights. For many years now, we have engaged in constructive dialog on human rights with other companies, non- governmental organizations, international organizations and multi- stakeholder initiatives to better understand different perspectives and address conflicting goals. BASF is a founding member of the U.N. Global Compact and a member of the Global Business Initia- tive on Human Rights (GBI), a group of globally operating companies from various sectors. The initiative aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. We are confronted by the fact that there are states that do not honor their obligation to protect human rights. People are particularly at risk in such countries and companies' ability to act is often limited. Never- theless, we are committed to our values - including and especially there and contribute to the respect of human rights. We have embedded this into our Code of Conduct and our human rights position (for more information, see page 177). All employees and members of management bodies are responsible for ensuring that we act in accordance with our Code of Conduct and our human rights position. We uphold our standards worldwide, including where they exceed local legal requirements. We avoid causing or contributing to adverse human rights impacts through our own operations. - Our Corporate Compliance unit is responsible for steering human rights topics and developing binding policies. A group of internal experts from various specialist units environment, health and safety, sustainability, legal, procurement, human resources and supply chain - and the operating divisions works closely together to coordinate measures across units. This expert working group provides support and advice in challenging and critical situations, on the development of internal processes, and on the creation of information and training offerings, among other things. Together with our Human Rights Advisory Council, it ensures that we can meet our due diligence obligations. We established the Human Rights Advisory Council to systematically integrate external expertise. Its members include independent inter- national human rights experts. The trust-based dialog on human rights topics helps us to better understand critical perspectives and to deal more openly with dilemmas. At the same time, the renowned external experts show us where we have potential for improvement and help us to build on our strengths in how we handle human rights. The council is chaired by our Chief Compliance Officer. Meet- ings are also attended by employees from Corporate Sustainability and Corporate Compliance. Other representatives, for example, from the operating divisions or procurement, are invited depending on the focus topics. Its composition allows the Human Rights Advi- sory Council to provide an external perspective on our processes and contribute this in discussions with senior management. Similarly, the Stakeholder Advisory Council brings outside views to discus- sions with the Board of Executive Directors. We see assuming our BASF Report 2020 human rights responsibilities as a continuous process. This is why we continuously review our policies and processes and update them if necessary. Supplier Management] SUPPLIERS BASF CUSTOMERS 5 Overviews addition to protecting the environment. The Code of Conduct is available in the most relevant languages for our suppliers and is inte- grated into electronic ordering systems and purchasing conditions across the Group. In 2020, 4,918 new suppliers committed to our Code of Conduct. BASF reserves the right to conduct audits or evaluations to ensure that suppliers comply with the applicable laws, rules and standards. In addition, BASF reserves the right to discontinue business relation- ships for non-adherence to international principles, failure to correct violations, or for displaying patterns of non-compliance with these standards. Potential violations of laws, rules or standards can be reported - including anonymously - to one of our more than 50 externally operated hotlines worldwide. Each case is documented and investigated, and appropriate measures are taken as necessary. For more information on responsible conduct along the value chain, see page 110 onward For more information on the Supplier Code of Conduct, see basf.com/suppliers Selection and evaluation of our suppliers New suppliers are selected and existing suppliers are evaluated not only on the basis of economic criteria, but also environmental, social and corporate governance standards. As such, the selection, evaluation and auditing of suppliers is an important part of our sustainable supply chain management. Approaches and responsi- bilities are set out in a global guideline. Due to the size and scale of our supplier portfolio, our suppliers are evaluated based on risk, including materiality and country and industry-specific risks. We also use observations from our employees in procurement and informa- tion from internal and external databases, such as Together for Sustainability (TFS) assessments. We have suppliers with a high potential sustainability risk evaluated by third parties, either through sustainability evaluations or on-site audits. The list of suppliers to be assessed is updated every year. Sustainability evaluations and on-site audits are mainly conducted according to the TfS framework. A total of 50 raw material supplier sites were audited on sustainability standards on our behalf in 2020. We received sustainability evaluations for 628 suppliers. We also take into account other certification systems and external audits, such as from the Roundtable on Sustainable Palm Oil, when evalu- ating our suppliers' sustainability performance. Depending on busi- ness requirements, we additionally conduct our own Responsible Care audits at selected suppliers (see page 121). For more information on raw materials, see page 116 onward For more information on Together for Sustainability, see basf.com/en/together-for-sustainability Audit results We carefully analyze the results of sustainability evaluations and on-site audits and document these in a central database. The supplier audits conducted over the past few years have identified some need for adjustment with respect to environmental, social and corporate governance standards, for example in waste manage- ment or deviations in occupational health and safety measures and standards under labor law. Follow-up audits in 2020 identified improvements, for example the correct storage of hazardous substances, proper disposal of waste, the implementation of occu- pational and process safety measures, the correct implementation of emergency plans, and compliance with labor law requirements. In 2020, none of our audits identified any instances of child labor or dangerous work and overtime performed by persons under 18. In January 2020, a full mining-specific re-audit was performed at our platinum supplier Sibanye-Stillwater in Marikana, South Africa,' in accordance with TFS standards to re-evaluate the situation following the previous audits in 2015 and 2017. This identified fundamentally solid management systems at Sibanye-Stillwater in line with good industry practice and international standards, especially in the area of health and safety. The audit also recognized the significant efforts by Sibanye-Stillwater since the acquisition of Lonmin in 2019 in the area of social engagement, as well as the establishment of an TOGETHER FOR SUSTAINABILITY Together for Sustainability (TFS) BASF is a founding member of Together for Sustainability (TFS). The initiative was established in 2011 to improve sustainability in the supply chain. The focus is on standardizing and simplify- ing supplier evaluations and audits globally. This increases transparency and creates synergies. Suppliers only have to complete an assessment process once. The results are then made available to all TfS members in a database and are mutually recognized - saving time and money for both parties. Suppliers are evaluated by independent experts either in on-site audits or online assessments. The latter are conducted by EcoVadis, a ratings agency specialized in sustainability analyses. At the end of 2020, TfS had 29 members with a combined procurement spend of around €227 billion. A total of 258 audits and 4,675 online assessments were performed. As a TfS mem- ber, BASF itself is assessed and was one of the best-rated companies in 2020. With 80 points in sustainable procurement, BASF is among the top 1% in this category worldwide. For more information on Together for Sustainability, see tfs-initiative.com 1 In 2012, an extended strike at a mine formerly operated by Lonmin Plc, London, UK, in Marikana, South Africa, culminated in a violent confrontation between mine workers and armed South African police. Employees of the platinum supplier Lonmin were among the fatalities. Ownership of the Marikana mine was transferred to Sibanye-Stillwater with its acquisition of Lonmin in 2019. BASF Report 2020 114 About This Report 1 To Our Shareholders 2 Management's Report Supplier Management Consolidated Financial Statements 4 Consolidated Financial Statements 4 2 Management's Report Supplier Management BASF sources a wide range of raw materials, technical goods and services. Our suppliers are an important part of our value chain. Our objective is to secure competitive advantages for BASF through our professional procurement structures. At the same time, together with our suppliers, we want to improve sustainability in the supply chain and minimize risks. Strategy Our partnerships with suppliers are based on mutual value creation, as well as a reliable supply of raw materials, technical goods and services at competitive prices. We work together in an open and transparent way to generate long-term benefits for both sides. Our sustainability-oriented supply chain management helps to man- age risks. We have defined our standards and processes in global guidelines and are constantly refining and optimizing these. Our risk-based approach aims to identify and evaluate sustainability risks in our value chains as best possible to improve sustainability together with our suppliers. We regularly review and document progress based on the risk level. Employees with procurement responsibility receive ongoing training in sustainability-oriented sup- plier management and responsible procurement. In 2020, 462 BASF employees received such training. Our expectations of our suppliers are laid down in the global Supplier Code of Conduct. This clarifies for our suppliers the stan- dards to be met and supports them in carrying out our requirements. We count on reliable supply relationships and want to make our suppliers' contribution to sustainable development visible to us. 2025 target Share of relevant spend covered by sustainability evaluations 2025 target Percentage of suppliers with improved sustainability performance upon re-evaluation 90% 80% We actively promote sustainability in the supply chain and have set ourselves ambitious targets for this: By 2025, we aim to have conducted sustainability evaluations for 90% of the BASF Group's relevant spend² and will develop action plans where improvement is necessary. In addition, we are working toward having 80% of suppliers improve their sustainability performance upon re-evalua- tion by 2025. In 2020, 80% of the relevant spend had been evalu- ated. Of the suppliers re-evaluated in 2020, 68% had improved. The global targets are embedded in the target agreements of persons responsible for procurement. ➡ For more information on suppliers, see basf.com/suppliers Worldwide procurement Our more than 70,000 Tier 1 suppliers play an important role in value creation at our company. We work in long-term partnership with companies from different industries around the world. They supply us with raw materials, precursors, investment goods and consum- ables, perform a range of services and are innovation partners. Procurement management systems such as guidelines and targets are set centrally and are binding for all employees with procurement responsibility worldwide. We acquired raw materials, goods and services for our own production worth approximately €31.5 billion in 2020. Of this, around 90% was procured locally. 3 There were no substantial changes to our supplier structure. What we expect from our suppliers Together with our suppliers, we want to improve sustainability in the supply chain. Consequently, we expect our suppliers to comply with the applicable laws in full and to adhere to internationally recognized environmental, social and corporate governance standards. We also expect our suppliers to make an effort to implement these standards at their suppliers. In addition, we ask our suppliers to acknowledge, support and abide by our Supplier Code of Conduct - or to demon- strate and ensure their commitment to the principles specified in the Code of Conduct, for example in their own code of conduct. Our Supplier Code of Conduct is founded on internationally recognized guidelines, such as the principles of the United Nations' Global Compact, the U.N. Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) conventions and the topic areas of the Responsible Care initiative. Topics covered by the Code of Conduct include compliance with human rights, the exclusion of child and forced labor, safeguarding labor and social standards, and antidiscrimination and anticorruption policies in 1 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. 2 We understand relevant spend as procurement volumes with relevant suppliers. We define relevant suppliers as Tier 1 suppliers showing an elevated sustainability risk potential as identified by our risk matrices, our purchasers' assessments or other sources. 3 "Local" means that a supplier is located in the same region (according to BASF's definition) as the procuring company. BASF Report 2020 113 About This Report 1 To Our Shareholders 3 Corporate Governance 1 To Our Shareholders About This Report 2016 [Product stewardship] SUPPLIERS BASF CUSTOMERS We review the safety of our products from research and development through production and all the way to our cus- tomers' application. We continuously work to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. Strategy ■ Global directives with uniformly high standards 5 Overviews - We maintain and evaluate environmental, health and safety data for all of our substances and products in a global database. This infor- mation is continuously updated. The database forms the basis for our safety data sheets, which we make available to our customers in around 40 languages. These include information on the physical/ chemical, toxicological and ecotoxicological properties of products, potential hazards, first aid measures, measures to be taken in the case of accidental release, and disposal. Our global emergency hotline network enables us to provide information around the clock. In order to help users to quickly find out about our products and the risks associated with them, we use the Globally Harmonized System (GHS) to classify and label our products around the world, provided this is legally permissible in the country concerned. We take into account any national or regional modifications within the GHS framework, such as the CLP Regulation in the European Union or HazCom in the United States. We train our employees, customers and logistics partners worldwide on the proper handling and optimal use of selected products with particular hazard potential. In associ- ations and together with other manufacturers, BASF is pushing for the establishment of voluntary global commitments to prevent the misuse of chemicals. BASF supports the implementation of initiatives such as the Global Product Strategy (GPS) of the ICCA. GPS is establishing worldwide standards and best practices to improve the safety management of chemical substances and to support governments in the introduc- tion of local chemical regulations. We are also involved in initiatives such as workshops and training seminars in emerging markets. In 2020, these included the virtual ASEAN (Association of Southeast Asian Nations) workshop on regulatory cooperation. For more information on GPS, see basf.com/en/gps Global chemicals regulations Most of the products we manufacture are subject to statutory chemicals regulations. We want to ensure compliance with these. We are bound by the relevant regional and national chemicals regulations, which continue to grow in number worldwide. Examples include REACH in the European Union, TSCA in the United States, KKDIK in Turkey or K-REACH in South Korea. BASF Group compa- nies work closely together with a global network of experts to ensure that BASF complies with the applicable regulations. For example, we submitted the relevant substances to the Turkish authorities in 2020 an important milestone in the pre-SIEF notification process.1 Product stewardship is of central importance for us. We want to ensure that our products meet our customers' quality expectations and pose no risk to people, animals or the environment when used in the manner intended. We are committed to continuously minimiz- ing the negative effects of our products on the environment, health and safety along the value chain - from development to disposal and to the ongoing optimization of our products. This commitment to product stewardship is enshrined in our Responsible Care® charter and the initiatives of the International Council of Chemical Associations (ICCA). Our aim is to comply with all relevant national and international laws and regulations. Our global requirements define rules, processes and responsibilities, for example, to ensure uniformly high product stewardship standards worldwide. In some cases, voluntary initiatives exceed local statutory regulations. We regularly conduct internal audits to monitor compliance with global standards. Consolidated Financial Statements 4 3 Corporate Governance We regularly check our emergency systems, crisis management structures and drill procedures with employees, contractors, local authorities and emergency rescue workers. For example, in 2020 we conducted 176 drills and simulations in Ludwigshafen, Germany, to instruct participants on our emergency response measures. We analyze the potential safety and security risks associated with investment projects and strategic plans, and define appropriate safety and security concepts. Our guiding principle is to identify risks for the company at an early stage, assess them properly and derive appropriate safeguards. We inform business travelers and transferees about appropriate protection measures prior to and during travel in countries with elevated security risks. After any major incident, we can use a standardized global travel system to locate and contact employees in the affected regions. We protect our employees, sites, plants and company know-how against third-party interference. This includes, for example, analyz- ing potential security risks in the communities surrounding our pro- duction sites and addressing in depth the issue of cybersecurity. BASF applies the "security by design" principle. As early as the concept phase, all internet of things applications are critically reviewed from a cybersecurity perspective. We are continually developing our ability to prevent, detect and react to security inci- dents with various measures and training programs. Our global Cyber Security Defense Center monitors and protects our IT systems against hacker attacks. We cooperate closely with a global network of experts and partners to ensure that we can protect our- selves against cyberattacks as far as possible. Our IT security system is certified according to ISO 27001:2013. This also includes ISO 27019:2018 for critical infrastructure. Around the world, we work to sensitize our employees about protecting information and know-how. For example, we further strengthened our employees' awareness of risks in 2020 with man- datory online training for all employees and other offerings such as seminars, case studies and interactive training. We have defined mandatory information protection requirements to ensure compli- ance with our processes for protecting sensitive information and perform audits to monitor this. Our worldwide network of information protection officers comprises around 650 employees. They support the implementation of our uniform requirements and hold events and seminars on secure behaviors. Around 100,000 employees had been trained on the basics of cybersecurity and information protection in 2020. Our standardized Group-wide recommendations for the protection of information and knowledge were expanded to include additional guidance for employees and updated in line with current developments. For more information on emergency response, see basf.com/emergency_response -BASF E Global Be Secure month Cyberattacks have become commonplace. Social engineering calls in particular have risen sharply in recent times. Alongside technical security, every individual's conduct plays an important role in protecting companies against information theft and cybercrime. We want to raise employee awareness around cybersecurity and give them the tools to effectively defend themselves. As well as online training, which is compulsory for all employees, we hold a Be Secure month every year in October. In 2020, over 16,000 employees participated in around 90 events in nine languages. These ranged from talks on topics such as counter-espionage at BASF to live hacking demonstrations by an external digital forensics expert. In addition, information protection officers around the world organized regional and local events, mainly held online due to the coronavirus pandemic. BASF Report 2020 125 About This Report 1 To Our Shareholders 2 Management's Report Product stewardship After successfully registering all substances in Europe, our REACH activities concentrate on aspects such as dossier evaluation, substance evaluation, authorization and restriction. We are also required to continually update our registration dossiers. To satisfy the complex requirements of REACH, we are in regular contact with suppliers, customers, industry associations and government authorities. For example, BASF is working together with the European Chemicals Agency (ECHA) on a project to improve the quality of REACH dossiers. BASF was one of the first companies to join this industry-wide initiative. Product stewardship for crop protection products and seeds Crop protection products and seeds are highly regulated at national and international level, which brings with it strict requirements for registering and re-registering active ingredients and crop systems. Regulatory approval is only granted when extensive documentation can be provided showing that our products are safe for people, animals and the environment. Potential risks are assessed and minimized throughout the research, development and registration process, and on an ongoing basis following successful market registration. We regularly perform a large number of scientific stud- ies and tests to ensure that, as far as possible, our registration dossiers address all questions on potential environmental and health effects. We adapt our portfolio to the specific regional markets as crops, soils, climate conditions, plant diseases and farming practices vary around the world. Consequently, product approvals differ from country to country. We adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Association for Assessment and Accreditation of Laboratory Animal Care - the highest standard for laboratory animals in the world. We develop and are continuously optimizing alternative methods to experimen- tally assess the safety and tolerance of our products without animal studies. Our aim is to replace, reduce and refine animal studies to minimize the impact on them. We already use alternative methods in more than a third of our toxicological tests. Currently, 35 alternative methods are being used in our labs and another 14 are in the devel- opment stage. BASF spent €3.5 million toward this purpose in 2020. The development of alternative methods for testing the po- tential of substances to induce developmental toxicity has been a focus area of our research since 2017. Since 2016, BASF SE's Experimental Toxicology and Ecotoxicology department has been working together with a total of 39 partners on one of the largest European collaborative projects for alternative methods. The project, planned to run for six years, aims to develop alternative methods to the point that chemical risk assessments can be efficiently conducted largely without animal testing. We are also involved in initiatives such as the European Partnership for Alterna- tive Approaches to Animal Testing (EPAA) to strengthen the cross-sector development of alternative methods. Management of new technologies ■ Continual safety research on nano- and biotechnology Nanotechnology and biotechnology offer solutions for key societal challenges - such as environmental and climate protection or health and nutrition. For example, nanomaterials can improve battery per- formance and biocatalytic methods can improve process resource efficiency. We want to harness the potential of both technologies. Using them safely and responsibly is our top priority. Safe handling of nanomaterials is stipulated in our Nanotechnology Code of Conduct. In recent years, we have conducted over 250 scientific studies and participated in numerous Verbund projects related to the safety of nanomaterials in Germany and around the world. The results were published in more than 150 scientific articles. Together with partners from academia and government authorities, we are working on E.U.-funded projects to develop and validate methods for evaluating and grouping nanomaterials without the use of animal studies. In particular, grouping nanoforms can reduce BASF Report 2020 127 About This Report 1 To Our Shareholders 2 Management's Report Product stewardship 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews animal testing since individual forms do not have to undergo full toxicological testing - only one or more representative of the entire group. This is why we are developing new methods to group nano- materials in groups with the same hazard potential in the E.U.'s PATROLS project. In the E.U.'s GRACIOUS project, we are develop- ing concepts for defining and then evaluating the toxicological effects of these groups. In addition, together with the European Centre for Ecotoxicology and Toxicology of Chemicals (ECETOC), we developed an internet application (NanoApp) and put this online in late November 2020. This makes the concepts developed to date available for the entire industry together with the regulatory require- ments. The aim is to simplify the registration of nanomaterial groups under REACH. Before launching products on the market, we subject them to a variety of environmental and toxicological testing using state-of-the- art knowledge and technology. Animal studies are only conducted when they are required by law, for example as part of REACH, and none of the alternative methods approved by the authorities are available. We are well prepared for crisis situations thanks to our global crisis management system. In the event of a crisis, our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. We involve situa- tion-related partners and suppliers as well as cities, communities and neighboring companies. An IT system to support emergency response helps us to speed up communication between the rele- vant players in the event of a crisis and maintain the best possible overview of the situation. This enables the crisis management team to record and process events around the world better and in more detail. ■ Use of alternative methods for animal studies For more information on our Agricultural Solutions segment, see page 100 onward For more information on biodiversity, see page 142 onward BASF adheres to the International Code of Conduct issued by the World Health Organization (WHO) and the Food and Agriculture 1 Pre-SIEF notification for KKDIK, Turkish REACH, is similar but not identical to pre-registration under E.U. REACH. It serves to bring together future registrants for the purposes of joint registration and to enable the creation of a SIEF (substance information exchange forum). BASF Report 2020 126 About This Report 1 To Our Shareholders 2 Management's Report Product stewardship 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Organization (FAO) for the distribution of crop protection products. These are only marketed once they have been approved by the rele- vant authorities. We want to ensure and meet high safety standards worldwide for our products. This applies in particular to distribution in countries that do not have their own or only low-level regulation for crop protection products, as is the case in many emerging markets. We no longer market WHO Class 1A or 1B products (high acute oral and dermal toxicity). Depending on availability, we offer our customers alternatives. All of BASF's crop protection products can be used safely under local farming conditions if the information and directions on the label are followed. Customers can contact us directly if they have any questions, complaints or issues, for example, by calling the telephone number printed on product labels, using the contact forms on our websites or by approaching our sales employees directly. We record all products incidents relating to health or the environment in a global database. If necessary, we take appropriate measures in the basis of this information, such as updating the instructions for use on the product label to minimize preventable incidents in the future. We communicate changes to instructions for use through channels such as our Farmer Field School initiatives in Asia and in training programs such as the On-Target Application Academy in the United States or our FarmNetwork Sustainability in Europe. One of the ways we meet our commitment to product stewardship is by offering a wide range of courses and training on the safe storage and safe use of our products. In India, for example, BASF launched the Suraksha Hamesha program. Suraksha Hamesha means "safety all the time." The program creates a platform for educating farmers and agricultural workers about the nine steps of responsible use of crop protection products and personal protec- tion. Through Suraksha Hamesha, BASF has engaged with around 150,000 agricultural workers and around 29,000 users across India since 2016. BASF also involves government agencies and the central government's farm extension teams in these meetings to support and promote farm safety. We are additionally involved in numerous scientific and public organizations and initiatives. Together, we are working on solutions for sustainable agriculture that meet long-term economic, ecological and social needs. We also work closely together with associations such as Crop Life International and the European Crop Protection Association (ECPA) to promote the safe and proper use of crop protection products. For example, we support the two associations' safe use initiatives and various programs on the proper disposal and recycling of product containers. Technological innovations developed together with industry partners such as the easyconnect closed transfer system in Europe or the Wisdom system in South America also help to make using crop protection products easier and safer. Environmental and toxicological testing ■ Comprehensive protection measures against third-party interference ■ Regular review of emergency systems and crisis management structures Emergency response, corporate security and cybersecurity Process safety is a core part of safe, effective and thus sustainable production. We meet high safety standards in the planning, con- struction and operation of our plants around the world. These meet and, in some cases, go beyond local legal requirements. ■ Global initiatives to reduce process safety incidents ■ Production networks and global training methods foster dialog ■ Regular review of plant safety concepts and performance of implementation checks and safety-related measures Process safety For more information on occupational safety, see basf.com/occupational_safety In 2020, 0.3 work-related accidents per 200,000 working hours¹ occurred at BASF sites worldwide (2019: 0.3). The share of chemical-related accidents declined slightly to 6% (2019: 7%). Unfortunately, there was one fatal work-related accident in 2020 (2019: 1). At the Gunsan site in South Korea, an employee of a contractor succumbed to injuries sustained from falling after receiving an electric shock during painting work on a high-voltage transmission tower. BASF supported the relevant authorities in their investigation into the circumstances and cause of the accident. We use the findings to take appropriate measures to prevent this from happening again. Such measures include regular information and awareness campaigns. Hazard assessments are the main occupational safety tool for preventing accidents and work-related illness. In the future, a new mobile hazard assessment app can be used at the Ludwigshafen site in Germany to report occupational hazards directly on site using explosion-proof smartphones or tablets. This information can later be edited on a computer. There are many advantages to this approach. Digital processes do not just save time and avoid transcription errors - images and notes also allow more detailed information to be passed on without having to enter this twice. This makes is easier to review the effectiveness of the measures, making the app a valuable, integrated tool that complements the existing backend applica- tion. The hazard assessment app was tested at the first plants in 2020 and made more user-friendly based on the findings. We want to expand availability to further plants at the Ludwigshafen site from 2021 and share experiences from the pilot phase in a global network. Easier with an app 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Safety and security To Our Shareholders 1 About This Report 122 Our global standards provide the framework for the safe construction and operation of our plants as well as the protection of people and the environment. Our experts have developed a plant safety concept and implementation check for every plant that considers the key aspects of safety, health and environmental protection from conception to startup - and stipulates specific protection measures. BASF Report 2020 - 2025 target We play an active role in improving process safety around the world in a global network of internal and external experts, through our involvement in organizations such as the International Council of Chemical Associations (ICCA) or the Center for Chemical Process Safety (CCPS), and by fostering dialog with government institutions. For more information on process safety, see basf.com/process_safety 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Safety and security To Our Shareholders 1 About This Report 123 BASF Report 2020 1 Hours worked by BASF employees, temporary employees and contractors In addition, we are continually refining and expanding our training methods and offerings to increase risk awareness. Due to the restrictions associated with the coronavirus pandemic, in-person seminars were also held as virtual meetings or taught using web- based applications in 2020. Around the world, we promote the reduction of process safety inci- dents and improve risk awareness with a culture of dealing openly with mistakes and initiatives to foster dialog around potential safety risks. In reducing plant safety incidents, the main focus is on the implementation of technical measures. Bolstered by a greater risk awareness, avoiding and detecting all leaks was again a key priority in 2020 with the "Zero Loss of Containment Mindset" initiative in North America and the "Zero leakage” initiative in South America. We use the number of process safety incidents (PSI) per 200,000 working hours¹ as a reporting indicator. We have set ourselves the goal of reducing process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025. In 2020, we recorded 0.3 process safety incidents per 200,000 working hours worldwide (2019: 0.3). We investigate every incident in detail, even under the constraints of the coronavirus pandemic, analyze causes and use the findings to derive suitable measures. We share the findings in our global network in the interest of continuous improvement. ≤0.1 Reduction of worldwide process safety incidents per 200,000 working hours In order to maintain the highest level of safety at our plants across their entire life cycles, we verify that our protection concepts, safety reviews and resulting safety measures have been carried out in all our plants at timely intervals based on risk potential. We regularly update our plants' safety and security concepts in line with changing technologies and as necessary. Appropriate OECD testing and implementation guidelines must be developed for the new requirements for nanomaterials under REACH, the European chemicals regulation. We support this process by contributing our expertise in various working groups of the European Chemicals Agency (ECHA) and the OECD's Business and Industry Advisory Group (BIAC). Many of the methods devel- oped for nanoparticles could, in our view, also be used to evaluate solid particles in the future, an approach we bring up in regulatory discussions. 1 Hours worked by BASF employees, temporary employees and contractors ≤0.1 2019 2020 With an HPI of 0.92, we once again reached this target in 2020 (2019: 0.97). The figure is slightly lower than in previous years due to the coronavirus pandemic, as a result of which a number of criteria crucial to the HPI could not be fully met. For instance, activities that required physical participation such as emergency drills, examina- tions or first aider training could not be held on the usual scale. The coronavirus pandemic also made many health protection mea- sures necessary in 2020. Activating our pandemic plans, which have been mandatory for all sites since 2010, sharing information in our global BASF medical network, and working closely together with the authorities, employee representatives and our partners at BASF sites enabled us to make and successfully implement sound and timely decisions according to the situation. Our actions focused on the health of all of our employees, contractors and third parties. Measures included developing hygiene concepts, tracing and breaking infection chains, and providing information to and raising awareness among employees via the intranet and at the site gates. In light of the coronavirus pandemic, the annual global health cam- paign on the theme "Protect yourself and others - stay healthy in 2020" was developed at short notice and offered around the world. The focus was on preventive hygiene measures, vaccinations and preventing infection. There were also special offerings on remote working, such as videos and consultations on nutrition, exercise/ ergonomics and psychological stress. Over 450 sites worldwide took part in the health campaign with activities such as workshops, courses, talks and exercises. Another focus in 2020 was on influenza prevention. BASF employees could be vaccinated against the seasonal flu at many sites around the world, an offer that was very well received. At the Ludwigshafen site in Germany, for example, around three times more employees participated in the vaccination campaign than in past years. We raise employee awareness of health topics with offerings tailored to specific target groups. The BASF health checks form the foundation of our global health promotion program and are offered to employees at regular intervals. For more information on occupational medicine, health campaigns and the HPI, see basf.com/health 1 In 2020, medical personnel including auditors had to concentrate on monitoring and responding to the pandemic situation and on global pandemic preparedness. For this reason and due to the coronavirus-related travel restrictions, only one site was audited on occupational medicine and health protection in the year under review (see page 121). BASF Report 2020 124 About This Report 1 To Our Shareholders 2 Management's Report Safety and security 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 2018 In addition to the legally required briefings, BASF requires new employees and contractors to complete compulsory safety training, as well as regular training on the safe handling of chemicals and the correct use of personal protective equipment for employees at our production sites. 2017 0.96 per 200,000 working hours Reduction of worldwide lost-time injury rate 2025 target Our aim is to reduce the worldwide lost-time injury rate to no more than 0.1 per 200,000 working hours¹ by 2025. To prevent work- related accidents, we encourage and promote risk-conscious behavior and safe working practices for every individual, learning from incidents and regular discussion. We are constantly refining and enhancing our requirements and training. ■ Employees and contractors worldwide instructed on safe behavior For more information on the global safety initiative, see basf.com/global-safety-initiative Our global safety initiative was established in 2008 and plays a key role in the ongoing development of our safety culture. For the first time, decentralized virtual safety days were held around the world in 2020. As a result of the new organizational structure and due to the different regional measures to fight the coronavirus pandemic, each ■ First decentralized Global Safety Days Health protection ■ Global standards for corporate health management ■ 2020 Global Health Campaign: "Protect yourself and others" Our global corporate health management serves to promote and maintain the health and productivity of our employees. Our world- wide standards for occupational health are specified in a require- ment. A global network of experts provide implementation support. We monitor compliance with these standards at BASF sites with regular audits. We measure our performance in health protection using the Health Performance Index (HPI). This has five components: recognized occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Each component contributes a maximum of 0.2 to the total score, meaning that the highest possible score is 1.0. We aim to reach a value of more than 0.9 every year. Development of the Health Performance Index (HPI) Target score 0.96 0.9 0.97 0.92 BASF makes successful use of biotechnology. We produce a range of products with the help of biotechnological methods. This provides us with extensive experience in their safe use in research and devel- opment as well as in production. Biotechnological methods are used to develop and produce products such as natural flavors and fragrances, enzymes and vitamins. Another application is the devel- opment of seeds for agriculture. We use both conventional and molecular biological methods to develop plants with improved characteristics, such as greater resistance to drought, pests or the pathogens that cause plant diseases. Tolerance of certain herbicides also secures yields and enables sustainable, no-till crop systems to increase CO2 retention in the soil. Innovative breeding technologies can play a key role in the sustainable development of agriculture, for 0.97 BASF Report 2020 Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Safety and security To Our Shareholders 1 5 Overviews About This Report BASF Report 2020 1 The decrease compared with the previous year is attributable to the sale of the construction chemicals business and the related sites. example, with varieties that are better adapted to changing environ- mental conditions or that have higher disease tolerance. In using biotechnology, we want to adhere to all relevant standards and legal regulations governing production and marketing. We are also guided by the code of conduct set out by EuropaBio, the European bio- technology association. 654 a Investments comprise end-of-pipe measures as well as integrated environmental protection measures. b Values shown refer to December 31 of the respective year. 693 121 [Safety and security] SUPPLIERS BASF BASF Report 2020 130 Global safety initiative Leaders are important role models for employees, which is why environmental protection, health, safety and security are discussed with newly appointed senior executives. Senior executives with a particular responsibility for such topics, for example, in production, also receive specific further training to be able to meet their responsibilities. Due to the restrictions caused by the coronavirus pandemic, the seminars for senior executives could only take place to a limited extent in 2020. We will therefore expand our offering with digital formats in 2021. By the end of 2020, we had introduced digital solutions and applica- tions at around 250 plants worldwide to further increase safety, security, planning capability and availability. We plan to implement these at around another 170 plants by 2022. Such solutions include augmented reality: At many sites, our employees already use mobile end devices and special apps for day-to-day tasks such as safety inspections, which continuously improves the efficiency and quality of our processes. Other applications include efficiently simulating maintenance and production processes in digital plant models and predictive maintenance. At the Ludwigshafen site in Germany, for Occupational safety example, over 40 plants already use predictive maintenance models to monitor plant components such as compressors, pumps or heat exchangers. initiative. In the Asia Pacific region, many sites organized activities under the banner of “Safety, my responsibility!" while numerous events reflecting the motto of "Halt! Safety champions pause for safety" were held at the Ludwigshafen site in Germany. Many events were held online using interactive formats In the interest of our employees' health, giving them the opportunity to find out about safety-related topics and to learn from each other. This involvement and lively discussion, even in times of a pandemic, make a major contribution to our safety culture. to learn from examples of good practice and in this way, continually site could decide on the focus and implementation of the safety develop our safety culture. We promote risk awareness for every individual with measures such as systematic hazard assessments, specific and ongoing qualifica- tion measures and global safety initiatives. We analyze accidents and incidents as well as their causes and consequences in detail at a global level to learn from these. Hazard assessments and the risk minimization measures derived from them are an important preven- tion tool. We also promote regular dialog across different sites to strengthen risk awareness among our employees and contractors, The safety of our employees, contractors and neighbors, and pro- tecting the environment is our top priority. This is why we have set ourselves ambitious goals for occupational and process safety as well as health protection. We stipulate mandatory global standards for safety, security, and environmental and health protection. A worldwide network of experts ensures these are implemented. As part of our continuous improvement process, we regularly monitor progress toward our goals. ■ Comprehensive incident analyses and global experience and information exchange ■ Strengthening risk awareness ■ Global safety standards Strategy For occupational and process safety as well as health and environmental protection and corporate security, we rely on comprehensive preventive measures and expect the cooper- ation of all employees and contractors. Our global safety and security concepts serve to protect our employees, contrac- tors and neighbors, to prevent property and environmental damage, and to protect information and company assets. CUSTOMERS Provisions for environmental protection measures and remediationb We participate in the program established by the international non- profit organization CDP for reporting on data relevant to climate 328 Investments in new and improved environmental protection plants and facilitiesa Responsible Care Management System [Protecting people and the environment is our top priority. Our core business - the development, production, process- ing and transportation of chemicals - demands a responsible approach. We address environmental, health and safety risks with a comprehensive Responsible Care Management System. We expect our employees and contractors to know the risks of working with our products, substances and plants and to handle these responsibly. CUSTOMERS BASF SUPPLIERS Responsible Care Management System ■ Global EHS directives and standards Environmental Protection, Health and Safety Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Responsible Care Management System 1 To Our Shareholders About This Report 5 Overviews BASF is actively involved in the International Council of Chemical Associations' (ICCA) Responsible Care® initiative and has endorsed the Responsible Care® Global Charter. Our Responsible Care Management System comprises the global directives, standards and procedures for environmental protection, health and safety (EHS) for the various steps along our value chain. Our regulations cover the transportation of raw materials, activities at our sites and warehouses, and distribution of our products as well as our custom- ers' application of the products. Specifications for implementing these measures are laid out in binding directives that are introduced in consultation with employee representatives. These describe responsibilities, requirements and assessment methods. The Envi- ronmental Protection, Health & Safety unit in the Corporate Center defines Group-wide management and control systems and monitors compliance with internal guidelines and legal regulations, while the sites and legal entities implement these requirements locally. Our policies and requirements are continuously updated. This is why we also maintain dialog with government institutions, associations and international organizations. - 1,035 1,125 2019 2020 Operating costs for environmental protection Costs and provisions for environmental protection in the BASF Group Million € For more information on occupational safety and health protection, see page 122 onward Due to the coronavirus pandemic, medical personnel including auditors had to concentrate on monitoring and responding to the pandemic and on global pandemic preparedness. For this reason and due to the travel restrictions, only one site was audited on occupational medicine and health protection in 2020 (2019: 15). All other audits and health performance control visits were postponed to 2021.] In the BASF Group in 2020, 112 environmental and safety audits were conducted at 60 sites (2019: 137 audits at 90 sites). The focus was on auditing sites based on the level of risk. For production plants with a medium and high hazard potential, we additionally conducted 19 short-notice audits at seven sites (2019: 42 audits at 33 sites). The sites of the businesses acquired from Bayer in 2018 were evaluated in 2020 as planned. We aim to audit the sites acquired from Solvay in 2020 from the end of 2021. BASF production sites are certified in accordance with ISO 14001 and EMAS (Eco-Management and Audit Scheme) (2019: 183).1 In addition, 54 sites worldwide are certified in accordance with OHSAS 18001 or ISO 45001 (2019: 53). Regular audits help ensure that our safety, security, health and envi- ronmental protection standards are met. We conduct regular audits every three to six years at all BASF sites and at companies in which BASF is a majority shareholder. We take a risk-based approach and use an audit database to ensure that all sites and plants worldwide are regularly audited. Sites and companies acquired as part of acquisitions are audited in a timely manner to bring these into line with our standards and directives as necessary. After the integration phase is complete, they are generally audited within one to two years, depending on complexity and size. We have defined our regulations for Responsible Care audits in a global Corporate Requirement. During our audits, we create a safety and environ- mental profile that shows if we are properly addressing the existing hazard potential. If this is not the case, we agree on measures and monitor their implementation, for example, with follow-up audits. Our Responsible Care audit system complies with the ISO 19011 standard and is certified according to ISO 9001. Worldwide, 150 ■ 131 audits to monitor performance and progress Audits For more information on Responsible Care®, see basf.com/en/responsible-care We set ourselves ambitious goals for environmental protection, health and safety (see page 32) and regularly review our perfor- mance and progress with audits. We assess the potential risks and weaknesses of all our activities - from research and production to logistics and the effects of these on the safety and security of our employees, the environment or our surroundings. We use data- bases to document accidents, near misses and safety-related inci- dents at our sites as well as along our transportation routes to learn from these; appropriate measures are derived according to specific cause analyses. 231 We offer our customers solutions that help prevent greenhouse gas emissions and improve energy and resource efficiency. More than 40% of our annual research and development spending² goes toward developing these products and optimizing our processes, as well as toward research projects to make our processes more energy and resource-efficient and to prevent greenhouse gas emis- sions. For more information, see the Notes to the Consolidated Financial Statements on pages 252 and 289 developed in the Carbon Management R&D Program Activities in external networks We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the Inter- national Chemical Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2020, we provided assistance to public emergency response agencies and other companies in 112 cases (2019: 165). This included informa- tion on chemicals and their proper disposal, on-site operational support for transportation accidents involving hazardous goods, or information on human biomonitoring. We apply the experience we have gathered to improve our own processes and set up similar systems in other countries. For more information on transportation safety, see basf.com/distribution_safety For more information on emergency response, see basf.com/emergency_response BASF Report 2020 129 About This Report 1 To Our Shareholders 2 Management's Report Energy and climate protection 3 Corporate Governance optimizing fairways on the Middle Rhine to improve long-term shipping conditions on the Rhine. We recorded no extended low water events that significantly restricted our logistics in 2020. 4 Consolidated Financial Statements [Energy and climate protection] SUPPLIERS BASF CUSTOMERS As an energy-intensive company, we are committed to energy efficiency and global climate protection. We want to further reduce emissions along the value chain. To achieve this, we rely on efficient technologies for generating steam and electricity, for example, and the increased use of renew- able energies. We make our production processes as energy efficient as possible with the help of comprehensive energy management. We are researching and developing completely new processes and technologies to reduce our greenhouse gas emissions over the long term. In addition, our climate protection products make an important contribution toward emission reduction and resource efficiency. Strategy ■ Climate protection target: CO2-neutral growth until 2030 ■ Carbon management to reduce emissions Climate protection is very important to us and is an important part of our corporate strategy. As a leading chemical company, we want to achieve CO2-neutral¹ growth until 2030. We aim to keep total green- house gas emissions from our production sites and our energy purchases stable at the 2018 level while growing production volumes. Based on our growth plans until 2030, this would mean reducing our specific greenhouse gas emissions by up to one-third compared with 2018. To achieve this, we have adopted comprehen- sive carbon management (see page 135) with three strategic levers: optimizing our plants, increasingly sourcing low-carbon energy, and developing completely new, low-emission technologies and pro- cesses. With these innovations, we want to lay the foundation for significant emissions reductions from 2030 onward. In connection with our climate protection target, we made Group-wide CO2 emis- sions one of our most important key performance indicators at the Schematic overview: development of the BASF Group's greenhouse gas emissions (Scope 1 and 2) Million metric tons of CO2 equivalents 40.1 5 Overviews 1990 At the Verbund site in Ludwigshafen, Germany, around 50% of incoming volumes are transported to the site by ship under normal conditions. In recent years, hot and dry summers often led to extended low water levels on the Rhine River, temporarily impacting logistics. We are implementing various measures to make the site more resilient to extended low water events in particular. These include a digital early warning system for low water, which was intro- duced in 2020. This makes it possible to forecast water level trends up to six weeks in advance, which significantly simplifies planning for raw materials supply and alternative transportation routes. We are also working with the German Federal Institute for Hydrology to improve water level forecasts. In addition, we chartered more ships that can navigate low water levels and invested in making loading stations more flexible. Together with partners, we are also develop- ing our own type of ship designed for extreme low-water situations, which should start operation in late 2022. We support the hydraulic engineering measures proposed by the German Federal Ministry of Transport's "Low water on the Rhine" action plan, in particular We stipulate worldwide requirements for our logistics service provid- ers and assess them in terms of safety and quality. Our experts use our own evaluation and monitoring tools as well as internationally 128 About This Report 1 To Our Shareholders highly efficient combined heat and power plants with gas and steam turbines, and on the use of heat released by production processes. Furthermore, we are committed to energy management that helps us analyze and further improve the energy efficiency of our plants on an ongoing basis. We continuously analyze potential risks to our business operations arising in connection with the topics of energy and climate protection and derive appropriate measures. 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews [Transportation and storage] SUPPLIERS 1 Hazardous goods are classified in accordance with national and international hazardous goods regulations. BASF approved schemes such as the ship inspection reports issued by the Chemical Distribution Institute (CDI) and the Oil Companies International Marine Forum (OCIMF). Our regulations and measures for transportation and ware- house safety cover the delivery of raw materials, the storage Transportation incidents and distribution of chemical products among BASF sites and customers, and the transportation of waste from our sites to the disposal facilities. Strategy ■ Risk minimization along the entire transportation chain We are systematically implementing our measures to improve trans- portation safety. We report in particular on goods spillages that could lead to significant environmental impacts such as dangerous goods leaks of BASF products in excess of 200 kilograms on public traffic routes, provided BASF arranged the transport. We recorded two incidents in 2020 with spillage of more than 200 kilograms of dangerous goods¹ (2019: 3). None of these trans- portation incidents had a significant impact on the environment (2019: 0). We want our products to be safely loaded, transported, handled and stored. This is why we depend on reliable logistics partners, global standards and an effective organization. Our goal is to minimize risks along the entire transportation chain - from loading and transporta- tion to unloading. Some of our guidelines for the transportation of Securing raw materials supply via the Rhine River dangerous goods go above and beyond national and international dangerous goods requirements. We have defined global guidelines and requirements for the storage of our products and regularly monitor compliance with these through audits and assessments. Accident prevention and emergency response ■ Risk assessments for transportation and storage We regularly assess the safety and environmental risks of transport- ing and storing raw materials and sales products with high hazard potential using our global requirement. This is based on the Guidance on Safety Risk Assessment for Chemical Transport Oper- ations published by the European Chemical Industry Council (CEFIC). We also have binding global standards for load safety. CUSTOMERS 1990 to 2018 2 Management's Report Transportation and storage 2018 to 2030 2030 2050 From 2030 1 The goal includes other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents. 2 Costs not relevant to the calculation of this share include research expenses in early innovation stages of the phase-gate process, patent costs and expenses for supporting services. Most of our greenhouse gas emissions are from the consumption of energy. At sites with internal supply capabilities, we primarily rely on Our climate protection activities are based on a comprehensive analysis of our emissions. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol as well as the sector-specific standard for the chemical industry. Sharp increases in our greenhouse gas emissions, due for example to the startup of large-scale plants, are progressively offset. We assess investments and acquisitions with respect to the impact on our climate protection target. If, for technical or economic reasons, our carbon manage- ment activities cannot stabilize emissions at the 2018 level, we will also consider taking short-term external offsetting measures such as purchasing certificates. beginning of the 2020 business year (see page 33). This makes emissions even more important to the operational and strategic steering of the BASF Group. - Fundamentally new technologies - Purchasing electricity from renewable sources - Increased process and energy efficiency 21.9 2030 target: CO2-neutral growth 2018 - Higher process and energy efficiency Without active carbon management: Estimated emissions from planned production growth Sales product volumes doubled and emissions almost halved through: - Decomposition of nitrous oxide Reduce emissions through: Expand production while keeping emissions at the 2018 level, primarily through: 0.16 Waste generation in the BASF Group 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Air, waste and soil 1 To Our Shareholders of which transported hazardous waste a Physical/chemical and biological treatment, underground disposal b Waste is classified as hazardous or nonhazardous waste according to local regulations. 0.36 Million metric tons 0.43 0.92 About This Report 0.25 0.28 We have global standards for managing contaminated sites. A worldwide network of experts ensures these are implemented. We develop remediation solutions that balance nature conservation, climate protection concerns, costs and social responsibility. This means making customized decisions on a case-by-case basis, founded on the legal framework and current technological standards. Contaminated sites are documented in a database. Ongoing reme- diation work around the world continued on schedule in 2020 and planning was concluded on future remediation projects. For more information on provisions for environmental protection, see the Notes to the Consolidated Financial Statements on pages 230 and 260 For more information on the Alliance to End Plastic Waste, see basf.com/en/aepw and endplasticwaste.org Alliance to End Plastic Waste In 2019, we co-founded the Alliance to End Plastic Waste (AEPW) with other companies from along the value chain - from plastics producers and consumer goods manufacturers to waste disposal companies. The AEPW has around 50 mem- bers, who together aim to develop solutions that stop plastic waste from entering the environment, especially the ocean. There are four main focus areas: developing infrastructure for waste collection, promoting innovative recycling methods, education and engagement of various stakeholders, and cleanup of areas heavily impacted by plastic waste. BASF supports the AEPW's goal of establishing a circular economy for plastics with its ChemCycling TM project. BASF is also involved in Alliance initiatives such as cleanup efforts. For instance, almost 300 BASF employees participated in the AEPW's All Together Global Cleanup campaign in Ludwigs- hafen, Germany, and Shanghai, China, in September 2020. BASF Report 2020 0.89 2020 2019 Total waste generation Othera 0.38 0.35 In surface landfills 0.78 0.74 Through incineration 1.35 1.25 Waste disposed of 0.54 Classification of waste for disposal 0.52 Nonhazardous waste Hazardous waste 0.45 0.44 Recycled 0.99 0.96 2.34 2.21 Waste recovered 0.19 Thermally recovered 17.025 138 BASF SUPPLIERS [Air, waste and soil] Air, waste and soil 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report BASF Report 2020 5. The carbon produced is a solid granulate. CUSTOMERS 4. The hydrogen rises to the top and can be extracted. 5 LO 2. Methane is heated to over 1,000°C using electricity from renewable sources (such as solar and wind power). Hydrogen 4 1. Methane flows into the reactor. с Carbon granulate > 1,000°C 1 Methane CH 2 3 3. The methane is split in the hot center of the reactor. Gaseous hydrogen and solid carbon are formed. 137 We want to minimize the impact of our activities on people and the environment by further reducing emissions to air, preventing waste and protecting the soil. Our plants are operated responsibly and we use natural resources with respect. We have set ourselves standards in global require- ments and are continually improving the resource efficiency of our processes with our Operational Excellence program. ■ Minimizing environmental impacts BASF Report 2020 2 Heavy metals are included in the figure for dust (see the table "Emissions to air"). 1 The comparative figure for 2019 has been adjusted to reflect updated data. We are working intensively on solutions for a circular economy (see page 30). We want to further reduce our demand for primary resources and at the same time, help to reduce waste generation through better recycling, for example, of platinum group metals, or the use of recycled feedstocks such as pyrolysis oil from mixed plastic waste or used tires (see see page 119). We are also involved in various initiatives to avoid waste and strengthen the circular economy. For example, as a founding member of the Alliance to End Plastic Waste (AEPW), we cooperate with around 50 other companies along the value chain to put plastic waste to good use and reduce the amount that enters the environment. The AEPW intends to invest up to $1.5 billion in various projects and coop- erative ventures to this end, mainly in Asia and Africa (see box on page 138). We use the BASF Verbund to efficiently manage our material flows. The by-products of one plant often serve as feedstocks for another plant, avoiding waste. At the Antwerp site in Belgium, for example, we re-use a carboxylate solution from the cyclohexanone plant in the production of soda ash. Other material flows can be used to generate steam, which saves fossil fuels. ■ Systematic management of contaminated sites We want to further reduce our emissions with various measures. For instance, we use catalysts to reduce nitrogen oxides or feed waste gases back into the production process. One example of this is the production of adipic acid at the Ludwigshafen site in Germany. The nitrous oxide generated in the process is not broken down, but isolated and used in the BASF Verbund as a feedstock for interme- diates. This reduces our emissions and simultaneously increases process and resource efficiency. 1,711 3,507 3,530 10,010 10,534 4,702 4,496 1,861 1,982 2,000 2,320a 2,178 23,791 25,040ª 2020 2019 a The comparative figure for 2019 has been adjusted to reflect updated data. Total NH3 (ammonia) and other inorganic substances Strategy Dust NOx (total nitrogen oxides) CO (carbon monoxide) Air pollutants from BASF operations Metric tons Emissions to air Total emissions of air pollutants from our production plants amounted to 23,791 metric tons in 2020 (2019: 25,040 metric tons¹). Emissions Management of waste and contaminated sites of ozone-depleting substances as defined by the Montreal Protocol totaled 14 metric tons in 2020 (2019: 26 metric tons¹). The succes- sive changeover to alternative coolants has significantly reduced these emissions, down from 229 metric tons in 2002. Emissions of heavy metals2 in 2020 amounted to 4 metric tons (2019: 5 metric tons¹). ■ Total waste volume slightly lower In addition, our portfolio contains a variety of products to help reduce the emission of air pollutants - from process catalysts for industry applications and plastics additives to catalysts for the auto- motive industry. ■ Emissions to air slightly lower Emissions to air Our waste management is based on the systematic tracking of material flows and follows a clear hierarchy. We aim to avoid waste as far as possible. If this is not possible, we review the options for recycling or energy recovery in terms of a circular economy. Non- recyclable waste is disposed of properly and in an environmentally responsible manner. BASF's Verbund structure helps us to avoid or reduce waste. We regularly audit external waste disposal compa- nies to ensure that waste is disposed of properly. In this way, we also contribute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. If soil and groundwater contamination occurs at active or former sites, appropriate remedi- ation measures are reviewed and implemented. Regular monitoring of our emissions to air is a part of our environ- mental management. In addition to greenhouse gases (see page 130 onward), we also measure and analyze emissions of air pollutants to avoid potentially harmful substances as best possible. ■ Maximizing recovery options NMVOC (nonmethane volatile organic compounds) SOx (total sulfur oxides) About This Report CUSTOMERS 2 Management's Report 62 218 Production 1,417 Surface water / freshwater Brackish water / seawater Groundwater 13% 6,776 1,728 Use 1,429ª Discharge -87% Cooling Abstraction / supply In 2020, around 25% of our production sites were located in water stress areas. These sites accounted for 1% of BASF's total water abstraction (2019: 1%).1 This demand was covered for the most part by freshwater (97%). We mainly source water from third parties The BASF Group's water consumption describes the amount of water that is not discharged to a supply source, meaning that it is no longer available to other users. Consumption is mainly attributable to the evaporation of water during closed-circuit cooling. A smaller amount is from the water contained in our products. Water consumption in 2020 amounted to around 63 million cubic meters (2019: 61). We predominantly use water for cooling purposes (87% of water abstraction), after which we discharge it back to our supply sources. We reduce our demand for cooling water by recirculating as much of it as possible. To do this, we use recooling plants that allow water to be reused several times. Around 13% of our total water abstrac- tion is used in production plants, for example, for extraction or dis- solution processes or for cleaning. Most of this water is discharged back to our supply sources after being treated in BASF or third party plants. Our water abstraction totaled 1,728 million cubic meters in 2020 (2019: 1,717). This demand was covered for the most part by fresh- water such as rivers and lakes (87% of water abstraction). At some sites, we use alternative sources such as treated municipal waste- water, brackish water or seawater. A small part of the water we use reaches our sites as part of raw materials and steam, or is released in our production processes. We abstract most of the water we need for cooling and production ourselves. In 2020, 5% of our total water demand was covered by third parties. ■ Optimizing demand and efficient use Million cubic meters per year Water in the BASF Group 2020 Water balance Water 5 Overviews 16.860 2018 (baseline) Cooling 6,544 23 3 0.609 0.598 0.677 0.025 140 BASF Report 2020 1 Aqueduct 3.0 was used to identify sites in water stress areas to determine pro rata water abstraction and water consumption. BASF carefully assesses the impact of wastewater discharge in accordance with the applicable laws and regulations. The responsible local authorities regularly review our analyses and precautions in accordance with the relevant local requirements to prevent contami- nants from entering water bodies. A total of 1,429 million cubic meters of water were discharged from BASF production sites in 2020 (2019: 1,509), including 166 million cubic meters of wastewater from production. Total wastewater in water stress areas was less than 1%. As cooling water is recirculated as much as possible there, the share of wastewater from production processes is comparatively higher than at other BASF sites. ■ Emissions slightly lower The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We are constantly working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. One example of this is the nitric acid Verbund at the Ludwigshafen site in Germany. Various recooling optimization mea- sures not only significantly reduce the use of cooling water there, but also save 12 gigawatt hours of energy and avoid 3,500 metric tons of CO2 every year. (73%). Water consumption in water stress areas accounted for Emissions to water around 11% of our total water consumption (2019: 14%) and was primarily attributable to evaporation in cooling processes. 2019 a The difference between the volume of water abstracted and the volume discharged is primarily attributable to evaporation losses during recirculation of cooling water and limited accuracy in measuring cooling water discharge. b Total from production processes, graywater, rinsing and cleaning in production Reusable wastewater from third parties Water produced Drinking water External treatment plant 232 Production b 5 203 1,205 Surface water / freshwater Brackish water / seawater Groundwater 1,263 5,281 of which recirculating once-through |-」 1 To Our Shareholders 2020 Use of biomass' BASF Report 2020 1 We define water stress areas as regions in which more than 40% of available water is used by industry, households and agriculture. Our definition is based on the Water Risk Atlas (Aqueduct 3.0) published by the World Resources Institute. For more information, see wri.org/aqueduct. 2 Our water target also continues to take into account the sites that we identified as water stress sites in accordance with Pfister et al. (2009) prior to 2019. We identify and implement potential for improvement as part of sustainable water management. For instance, we use wastewater from municipal wastewater treatment plants to reduce our fresh- water demand at our sites in Tarragona, Spain (since 2013) and Freeport, Texas (since 2019). At the Pontecchio site in Italy, our need for river and groundwater is reduced by the use of rainwater and optimized sludge dewatering, which started up in late 2020. At the Ludwigshafen site in Germany, we have continually optimized cooling water needs over the past few years with technical improve- ments, most recently in the production of higher carboxylic acids, for example. In addition, the startup of a new recooling plant in 2020 makes the site less dependent on changes in water temperature and water levels on the Rhine. We have also taken numerous mea- sures to secure the supply of raw materials to the site and the transportation of our products by ship on the Rhine River, even in the case of extended periods of low water (see page 129). We pursue our goal by applying the European Water Stewardship standard, which rests on four principles: sustainable water abstrac- tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. In addition, we are a member of the global Alliance for Water Stewardship. Introduction of sustainable water management at our production sites in water stress areas and at our Verbund sites 2030 target Our goal is to introduce sustainable water management at our production sites in water stress areas and at our Verbund sites by 2030, covering 93% of BASF's total water abstraction. We achieved 46.2% of our target in 2020 (2019: 35.8%).2 Sustainable water management was introduced at six sites in 2020 (2019: 8). Global target and measures We report transparently and comprehensively on water. For instance, we again provided detailed answers to the 2020 water survey from the nonprofit organization CDP. In the final assessment, BASF again achieved the top grade of A and thus Leadership status. CDP eval- uates how transparently companies report on their water management activities and how they reduce risks such as water scarcity. The assessment also considers the extent to which product developments - including at the customers of the companies being evaluated can contribute to sustainable water management. For more information on the CDP water survey, see basf.com/en/cdp We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. These include high- performance plastics to produce ultrafiltration membranes, seeds with higher drought and heat tolerance, or water-saving thin-film processes for metal pretreatment. Together with other companies from along the value chain, we are also involved in global initiatives such as the Alliance to End Plastic Waste (see page 138), the World Plastics Council and Operation Clean Sweep to prevent plastics from entering the environment, especially water bodies. portation safety standards (see pages 123 and 129) aim to maintain good water quality and minimize the risk of product spillages into water bodies. We advocate the responsible use of water as a resource along the entire value chain. We audit supplier compliance with environmental standards in our regular supplier assessments (see page 113). In addition, we support a wide range of initiatives to promote sustain- ability in the supply chain (see page 117). Our Responsible Care Management System (see page 121) and global process and trans- Sustainable water management has been a central element of our strategy to use water responsibly for many years. We aim to intro- duce sustainable water management at all relevant production sites. These include our Verbund sites and sites in water stress areas.1 Our sustainable water management aims to protect water as a resource, continuously improve water use efficiency, and consis- tently reduce emissions. We consider the quantitative, qualitative and social aspects of water use. BASF is committed to the United Nations' Sustainable Development Goals. These cover topics such as the responsible use and sustain- able management of water (SDG 6). We have defined global stan- dards and processes in our Responsible Care Management System. ■ Using water responsibly with sustainable water management Strategy Water is of fundamental importance in chemical production. It is used as a coolant, solvent and cleaning agent, to make our products and transport our goods. We are committed to its responsible use along the entire value chain and especially in our production sites' water catchment areas. We have set ourselves a global target for sustainable water management. 15.855 BASF SUPPLIERS [Water] Water 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 139 About This Report 1 To Our Shareholders 2 Management's Report CO2 Total Methane pyrolysis Sale of energy to third parties (Scope 1)e About This Report 1 To Our Shareholders 2 Management's Report Energy and climate protection 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews protection and have done so since since 2004. BASF achieved a score of A in CDP's 2020 climate change questionnaire, again attaining Leadership status. Companies on the Leadership level are distinguished by factors such as the completeness and transparency of their reporting. They also pursue comprehensive approaches in managing the opportunities and risks associated with climate change as well as strategies to achieve company-wide emission reduction goals. Climate protection is a shared global task. This is why we support various international initiatives and are involved in partnerships. For instance, we are committed to an ambitious climate policy as part of the Business 20 (B20) - the central dialog platform between busi- ness and politics in the G20 group of countries. In 2020, we helped draft climate protection recommendations for the G20 Summit in Saudi Arabia as a member of the B20's taskforce on Energy, Sustainability & Climate. BASF also supports the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). In 2020, we contributed to the TCFD report on climate-related scenario analyses as a member of a TCFD advisory group. Since the 2019 reporting year, BASF's annual report has included an overview show- CO2 ing the sections and subsections in which TCFD-relevant informa- tion can be found (see page 19). BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocola Million metric tons of CO2 equivalents BASF operations Scope 1b CO2 (carbon dioxide) N2O (nitrous oxide) CH4 (methane) HFC (hydrofluorocarbons) Scope 2d Total CO₂ Offsetting Total after offsetting 4 Consolidated Financial Statements 3 Corporate Governance For more information on climate protection, see basf.com/climate_protection For more information on carbon management, see basf.com/en/carbon-management 0.032 The framework for the transformation 6 4 2 Internally generated 49% -10 -8 -6 -4 -2 37.6 million MWh Residual fuels 5.6 million MWh 0.8 million MWh Coal Heating oil 0.1 million MWh 31.1 million MWh 8 Natural gas 40.3 million MWha 14.9% Steam 2.1% 0.3% 82.7% Electricity 14.7 million MWh Fossil and residual fuels used for own generation in power plants of the BASF Group Waste heat 45% 2018 baseline 2020 Total: 2019 10 a Conversion factor: 0.75 MWh per metric ton of steam 2018 0.577 Additional key indicators for energy and climate protection in BASF operations Energy and climate protection 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Specific greenhouse gas emissions in 2020 amounted to 0.639 metric tons of CO2 equivalents per metric ton of sales product, an increase of 11.3% compared with the previous year (2019: 0.574 metric tons of CO2 equivalents per metric ton of sales product). This was mainly due to changes in BASF's portfolio from the acquisition of the carbon-intensive polyamide business from Solvay and the sale of the less carbon-intensive construction chemi- cals business. In addition, some plants could not be run at optimal capacity due to weaker demand as a consequence of the corona- virus pandemic, which led to higher specific emissions. Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations by 48.1% and even reduce specific emis- sions by 72.1%. 132 2 The selection of relevant sites is determined by the amount of primary energy used and local energy prices; does not yet include the polyamide business acquired from Solvay. 1 Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. A global working group is responsible for steering the introduction of certified energy management systems and providing ongoing imple- mentation support. All energy efficiency measures are recorded in a global database, analyzed and made available to BASF sites as best practices. We are currently pursuing more than 200 technical and organizational measures to reduce energy consumption and increase competitiveness. Further sites across all regions were Through the introduction and ongoing maintenance of certified energy management systems, we want to identify and implement further potential for improvement in energy efficiency. This not only reduces greenhouse gas emissions and saves valuable energy resources, but also increases our competitiveness. We achieved our goal of introducing certified energy management systems according to DIN EN ISO 50001 at all relevant production sites2 by the end of 2020. 2020 0.023° 0.639 The transition toward a climate-friendly society remains a funda- mental challenge of the 21st century. There are many ways in which the chemical industry can be part of the solution. The political and regulatory environment is also crucial to the development and indus- trial application of completely new production processes. Demand for green electricity will increase sharply with innovative, more climate-friendly technologies. At the Ludwigshafen site in Germany alone, we would need to roughly triple or quadruple our current electricity use (2020: 6.0 TWh) to fully implement new, low-carbon electricity-based production processes. As well as its availability, the price of green power is also a critical success factor. High prices are already hindering the more widespread adoption of green power today and impact the economic feasibility of future, new production processes. Sectors like the chemical industry, which compete in an international market, cannot pass on the additional costs caused by low-carbon technologies to their customers until a comparable carbon pricing mechanism exists globally - or at least at G20 level. Until then, governments must implement measures to ensure the competitiveness of climate-friendly processes. 0.574 Specific greenhouse gas emissions from BASF operations Metric tons of CO2 equivalents per metric ton of sales product¹ BASF Report 2020 2020 Purchased 6% Internally generated 70% a BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. n/a 0.004 0.024 22.660 20.856° 21.674 0.773 0.779c 0.869 21.887 b Emissions of N₂O, CH4 and HFC have been translated into CO₂ emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 2007, errata table 2012. HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. 20.077° 0 0 0 21.887 20.077c 20.805 4.067 3.519 3.279 0.091 0.082 20.805 Steam supply C The comparative figure for 2019 has been adjusted to reflect updated data. Global target and measures Purchased 30% Electricity supply Energy supply of the BASF Group 2020 % Greenhouse gas emissions from BASF operations (excluding sale of energy to third parties) compared with baseline 2018 to increase energy efficiency and optimize processes, for example, to significantly reduce nitrous oxide emissions in Ludwigshafen, Germany. In addition, we are switching energy supply agreements to renewable energy sources, for example, in Freeport, Texas, where Iwe have signed long-term supply agreements for wind power. Emissions will also be reduced by the divestiture of BASF's global pigments business in 2021. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Energy and climate protection d Market-based approach. Under the location-based approach, Scope 2 emissions were 3.552 million metric tons of CO2 in 2019 and 3.362 million metric tons of CO2 in 2020. e Includes sales to BASF Group companies; as a result, emissions reported under Scope 2 can be considered twice in some cases. f Emissions are reported separately from Scope 1 and Scope 2 in accordance with the Greenhouse Gas Protocol. To Our Shareholders About This Report 131 BASF Report 2020 constant (BASF operations excluding sale of energy to third parties, including offsetting) Annual greenhouse gas emissions compared with baseline 2018 CO2-neutral growth: 2030 target Despite the global economic recovery and growing demand for chemical products, CO2 emissions are expected to be at the prior- year level in 2021. We will implement targeted measures to stabilize emission levels. These include the implementation of further projects ciency and optimize processes as well as lower production volumes were more than offset by the integration of the polyamide business acquired from Solvay in January 2020 and the fact that there were fewer shutdowns of large-scale, emission-intensive plants. We want to achieve CO2-neutral growth until 2030. In other words, we aim to maintain total greenhouse gas emissions from our production sites (excluding emissions from sale of energy to third parties) and our energy purchases at the 2018 level (21.9 million metric tons of CO2 equivalents) while increasing production. In 2020, the emissions reported under this target amounted to 20.8 million metric tons of CO2 equivalents, an increase of 3.5% compared with the previous year (2019: 20.1 million metric tons of CO2 equivalents). The decline in emissions due to measures to increase energy effi- 1 2019 2019 0.639 ■ Calculation of product carbon footprints to increase transparency for our customers BASF has published a comprehensive corporate carbon footprint every year since 2008. This reports on all emissions along the value chain - from raw materials extraction to production and disposal. It also shows, on the basis of selected climate protection products, the emissions avoided through the use of these products. The greenhouse gas emissions arising before and after BASF's activities in the value chain (Scope 3 in accordance with the Green- house Gas Protocol) amounted to around 92 million metric tons of BASF Report 2020 133 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 ■ Customers' use of BASF climate protection products avoids greenhouse gas emissions Consolidated Financial Statements Energy and climate protection Greenhouse gas emissions along the BASF value chain in 2020a,b Million metric tons of CO2 equivalents 52 Suppliers Purchased products, services and capital goods (C 1, 2, 3a) Customers Emissions from the use of end products (C 11) BASF Production (including generation of steam and electricity) 5 Overviews ■ Reporting on greenhouse gas emissions along the entire value chain Carbon footprint and climate protection products We also rely on locally available sources to supply our sites with power. We generally consider the use of renewable energies in our decision-making processes, especially when purchasing electricity. Our research also helps to increase the efficiency of technologies for using renewable energy sources. a Scope 1 and Scope 2 (market-based) according to the GHG Protocol, excluding emissions from the generation of steam and electricity for sale to third parties, including offsetting b Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. c Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes certified in accordance with ISO 50001 in 2020. These include four sites in the United States, three sites in China, and one additional site each in France and Chile. At the end of 2020, 81 sites were certified worldwide, representing 91% of our primary energy demand. Certified energy management systems (ISO 50001) at BASF Group sites worldwide, in terms of primary energy demanda % 42.3 85.1 69.9 54.3 91.0 2016 2017 2018 2019 2020 a Relevant sites are selected based on the amount of primary energy used and local energy prices; does not yet include the polyamide business acquired from Solvay. Energy supply and efficiency ■ Internal supply and Verbund system as important components of our energy efficiency strategy 60.586 626 To generate our own steam and power, we mainly use natural gas (82.7%) and what are known as substitute fuels (14.9%). These are residues from chemical production plants that can no longer be reused. We cover more than 70% of the BASF Group's electricity demand with gas and steam turbine plants in highly efficient com- bined heat and power plants. Compared with separate methods of generating steam and electricity, we saved 12.0 million MWh of fossil fuels and avoided 2.4 million metric tons of carbon emissions in 2020. In 2020, internally generated power in the BASF Group had a carbon footprint of around 0.24 metric tons of CO2 per MWh of electricity and was below the national grid factor at most BASF Group locations. The figure for purchased electricity in 2020 was around 0.41 metric tons of CO2 per MWh (market-based approach). As part of our carbon management (see page 135), we therefore initially aim to reduce the carbon footprint of purchased electricity. The Verbund system is an important component of our energy effi- ciency strategy: Waste heat from one plant's production process is used as energy in other plants. In this way, the Verbund saved us around 18.7 million MWh in 2020, which translates to 3.8 million metric tons less CO2 released into the environment. With combined power and steam generation as well as our optimized Energy Verbund, we were thus able to avoid a total of 6.2 million metric tons of carbon emissions in 2020. We further improved energy and resource consumption in produc- tion with numerous projects around the world in 2020. In China, for example, we reduced our steam demand by optimizing steam traps at the Caojing site and installing a steam cooler at the Nanjing site. In the United States, we saved electricity by replacing a cooling tower at the Geismar site and modernizing a chilling unit in Freeport, among other measures. Process improvements at many other sites led to additional savings in steam, electricity and fuel. 21 Energy efficiency (kilograms of sales product per MWh) 4 Transport 6.2 million metric tons BASF's Verbund concept also plays a key role in increasing efficiency. It helps us to realize synergies across all segments and to efficiently steer value chains. Intelligently linking production and energy demand enables us to use fewer resources and reduce our emissions. Together, combined power and steam generation and our continuously enhanced Energy Verbund avoided a total of 6.2 million metric tons of carbon emissions in 2020 (see page 133). Our carbon management aims to increase the share of renewables in our energy supply. Nineteen sites in Europe and North America already source partially or fully emission-free electricity from suppliers. Number of sites partially or fully powered by emission-free electricity in 2020 19 Wherever possible, we incorporate renewable energies when constructing plants and modernizing or establishing new sites. For example, we only used hydropower for the construction of our new battery materials plant in Harjavalta, Finland, in 2020 (planned startup: 2022). We plan to mainly use locally generated renewable electricity in the operational phase as well. This will enable us to offer cathode active materials with a lower carbon footprint. In 2020, we also started up photovoltaic plants with a nameplate capacity of around 1,300 kWp (kilowatt peak), for example at the Caojing and Pudong sites in China. Developing climate-smart technologies Most of our production processes and methods are already highly optimized, making further improvements to existing plants an increasingly difficult task. As a result, completely new technologies are needed to reduce greenhouse gas emissions over the long term and on a large scale. BASF researchers are working at full speed on this in our Carbon Management R&D Program, which focuses on the production of basic chemicals. These are the basis for many Verbund and combined heat and power generation in 2020 1 The goal includes other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents. 135 value chains and account for around 70% of the chemical industry's Another example from our Carbon Management R&D Program, greenhouse gas emissions in Europe. 0.027 by electrical heating concepts for steam crackers up to 90% As part of this R&D program, we are developing an innovative, climate-friendly production process for hydrogen (methane pyroly- sis) together with partners from academia and industry in a project sponsored by the German Federal Ministry of Education and Research, to name one example. Hydrogen is used as a reactant in many chemical processes, such as ammonia synthesis. However, the processes currently used to produce hydrogen from methane, such as steam reforming, are extremely CO2 emission-intensive. In methane pyrolysis, by contrast, methane is split directly into hydro- gen and carbon. The resulting solid carbon could be used in the future to produce aluminum, for example. Methane pyrolysis requires around 80% less electricity than the alternative method of producing hydrogen using water electrolysis. If this energy comes from renew- able sources, the process could be made carbon-free. Following extensive groundwork, including research into the reaction kinetics of the pyrolysis process and technical feasibility studies, we started up a test facility for methane pyrolysis at the Ludwigshafen site in Germany in 2020. It will provide insights into the heating concept, as well as the use of new types of high-temperature materials. Another focus area of the R&D program is alternative heating con- cepts for our steam crackers. These large-scale industrial plants are used in the chemical industry to split petroleum into olefins and aro- matics. To do this, it needs to reach temperatures of 850°C and higher. The cracker's furnaces are usually operated with natural gas. An interdisciplinary team is working on developing a fundamentally new furnace concept based on an electrical resistance heater (e-fur- nace). If powered by renewable energy, this could avoid up to 90% of CO2 emissions. which has been marketed since mid-2019 in cooperation with Linde, is a process known as dry reforming to produce syngas from methane and CO2. Thanks to BASF's newly developed SYNSPIRE™ catalyst in combination with an innovative process technology from Linde, less water vapor is required in syngas production and CO2 is used in the process as a raw material. In this way, the DRYREF™M technology improves plants' energy and carbon footprint. BASF Report 2020 CO2 avoided by the We aim to make our plants and processes even more efficient and resource-saving. When investing in our sites, we draw on our exper- tise and innovative technologies to optimize the use of raw materials and in this way, reduce CO2 emissions. For example, our gas and steam turbine power plant at the Schwarzheide site in Germany is currently undergoing a €73 million modernization. Once it is started up in 2022, it will produce 10% more electricity and the CO2 emis- sions factor of the power generated will be around 10% lower thanks to higher fuel efficiency. Further improving process and energy efficiency Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) Disposal (baseline) 24 a According to Greenhouse Gas Protocol; Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses. For more information on Scope 3 emissions reporting, see basf.com/corporate_carbon_footprint b Emissions figures do not yet include the polyamide business acquired from Solvay. 6 Other (C 3b, 3c, 5, 8, 13, 15) In the future, we will calculate cradle-to-gate greenhouse gas emis- sions for almost all of our products to increase carbon transparency for our customers. We use an in-house digital solution to calculate the product carbon footprint (PCF). The methodology follows general standards for life cycle analysis such as ISO 14044 and ISO 14067, as well as the Greenhouse Gas Protocol Product Stan- dard. We used the new method to calculate PCFs for the first products in 2020. We want to make the data for around 45,000 sales products available by the end of 2021. The transparency this creates enables us to target our CO2 reduction measures to those areas where our customers can later achieve the greatest value added from lower carbon emissions in the value chain. For more information on the sustainability analysis of our product portfolio, see page 45 onward For more information on our emissions reporting, see basf.com/corporate_carbon_footprint CO2 equivalents in 2020 (2019: 100 million metric tons of CO2 equivalents). In 2020, BASF implemented a new digital application to calculate transport-related emissions, which evaluated around 68 billion metric ton kilometers for transport within BASF and to BASF customers by distance and transportation mode. Our climate protection products offer our customers solutions to avoid greenhouse gas emissions over their entire life cycle com- pared with reference products. The systematic analysis we conduct on our portfolio - Sustainable Solution Steering (see page 45) - rates the use of these Accelerator solutions as particularly good with respect to climate protection and energy. One example of Accelerator products are our lubricant additives, which give hydraulic fluids long-term lubrication stability combined with wear and corrosion protection. These can be used to design high-quality products with a longer service life. Together with our customer Fuchs Petrolub, we examined the environmental and climate friendliness of different hydraulic fluids. A joint eco-efficiency analysis analyzed three mineral oil-based fluids from Fuchs over their entire life cycle, including over 8,000 hours of use in a crawler excavator. This showed that a standard hydraulic fluid has the lowest carbon footprint during the production stage. BASF uses more energy to produce the lubricant additives needed for high-performance hydraulic fluids, which means that these have higher carbon emis- sions. However, these products offer a significant advantage during the use phase: Compared with a standard hydraulic fluid, these reduce friction and increase pump efficiency, which significantly reduces the excavator's fuel consumption. They save 9,600 liters of diesel over 8,000 hours of crawler excavator operation. Viewed over the entire life cycle, the high-performance hydraulic fluids therefore have a much better carbon footprint than standard hydraulic fluids. Overall, the reduction in greenhouse gases corresponds to around 30 metric tons of CO2 equivalents. In addition, high-performance hydraulic fluids have a much longer service life, which also saves fossil resources. The findings of the study show that the advantages of high-perfor- mance oils first become clear in a holistic cradle-to-grave assess- ment that also considers the use phase. The product-related greenhouse gases emitted from resource extraction to the produc- tion of precursors and the BASF product (cradle to gate) are an important part of this approach. BASF Report 2020 134 Climate protection with carbon management Climate protection is firmly embedded in our corporate purpose, "We create chemistry for a sustainable future," and is a cornerstone of our strategy. We are committed to the Paris Climate Agreement and the goal of limiting global warming to below 2 degrees Celsius. Our innovative climate protection products such as insulation materials for buildings or battery materials for electromobility play a role here. We are also continually working to reduce our own carbon emissions. We have already almost halved our carbon emissions since 1990 through improvements to processes and methods - while simultaneously doubling sales product volumes. Until 2030, we want to grow our production without adding further CO2 emissions. Our carbon management bundles our global activities to meet this climate protection target and further reduce our greenhouse gas emissions over the long term. We have adopted a three-pronged approach: We aim to Increasing use of renewable energy increase production and process efficiency, purchase elec- tricity from renewable sources, and develop completely new low-emission technologies and processes. We want to use these to significantly reduce our CO₂ emissions from 2030 onward. That is why we will continue to invest in the creation and optimization of Verbund structures and drive forward the consolidation of produc- tion at highly efficient sites. 6 Specific greenhouse gas emissionsa (metric tons of CO2 equivalents per metric ton of sales product) Primary energy demand (million MWh) Incineration with energy recovery, landfilling (C 12) Potential CO2 avoided 598 540 58.520 0.574 60.256 CUSTOMERS [Our employees make a significant contribution to BASF's success. We want to attract and retain talented people for our company and support them in their development. To do so, we cultivate a working environment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. 110,302 SUPPLIERS North America 16,948 Employees 5 Overviews Consolidated Financial Statements Employees around the world Employee engagement and leadership impact on center stage changing environment, demographic change and the digital work- place. In everything we do, we are committed to complying with internationally recognized labor and social standards. We want our working conditions to be a motor for innovation, and one way of achieving this is through inclusion of diversity. Lifelong learning and individual employee development lay the foundation for this. Compensation and benefits as well as offerings to balance personal and professional life complete our attractive total offer package. We track our employer rankings so that we can continue to attract talented people to the company in the future. Our employees play an important role here as ambassadors for BASF. ] BASF Group employees by region (Total: 110,302, of which 25.5% women, as of December 31, 2020) BASF (€ 15.4%) Europe¹ 68,849 (62.4%) As of December 31, 2020, the number of employees decreased to 110,302 employees compared with 117,628 employees as of December 31, 2019. The decrease was due primarily to the sale of the construction chemicals business, which affected around 7,500 employees. An offsetting factor was the acquisition of Solvay's polyamide business due to which around 1,200 employees joined the BASF Group including the employees of the Butachimie SNC and Alsachimie S.A.S. joint operations, both in Chalampé, France, which were counted on a pro rata basis. We employed 3,120 apprentices¹ (2019: 3,161). 2,128 employees were on temporary contracts (of which 44.0% were women). (=6.1%) 6,752 Africa, Middle East South America, 31.2% BASF Report 2020 73.1% 26.9% 1 At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. Our employees are key to the successful implementation of BASF's strategy. We are convinced of the value of excellent employees, leaders and working conditions, and strive to give our employees the tools and skills necessary to be able to offer our customers products and services with an even greater level of differentiation and customization. Our corporate strategy promotes a working atmosphere based on mutual trust, in which employees are given the space to optimally develop their individual talents and potential. This positions us to meet the challenges of an increasingly rapidly ■ We are committed to valuing and treating people with respect, and fostering an inspiring working environment Strategy 75.6% 24.4% 4 Number of employees 3 Corporate Governance About This Report 1 To Our Shareholders 2 Management's Report Biodiversity 1 To Our Shareholders About This Report 142 BASF Report 2020 We want to ensure that our products meet our customers' stan- dards in quality and, through appropriate use, pose no risk to humans, animals or the environment. Our commitment to the objec- tives set forth by the Responsible Care® charter of the International Council of Chemical Associations (ICCA) obligates us to continu- ously minimize the negative effects of our products on the environ- ment, health and safety and to optimize our products on an ongoing basis. For example, we evaluate our products and solutions in crop protection and seeds throughout the entire research, development and registration process. After they have been approved for the market, we continue assessing them regularly for potential risks and impact to the ecosystems in which they are used. We have initiated various projects and offer training to prevent inappropriate applica- tion of our products (see page 126). 3 Corporate Governance Our management of our product impact Our responsibility to our sites and our production In cooperation with partners, we are also developing innovative solutions to reduce pressure for economic use of forests. For exam- ple, the Nutrition & Health division and Isobionics® launched Isobionics Santalol in 2020, which is a biotechnologically produced fragrance and a convincing alternative to natural sandalwood oil. This oil is extracted from the wood and roots of the sandalwood tree, which is on the Red List of the International Union for Conser- vation of Nature (IUCN) because it is highly endangered by overex- ploitation. Our newly developed fragrance addresses customer demand for reliability in the supply of raw materials while conserving natural resources. BASF procures a variety of renewable raw materials. Particularly palm and palm kernel oil, soy oil and its derivatives as well as ligno- sulphonates, which are extracted from wood, have been determined to have a high deforestation risk. Based on purchasing volume, palm oil products are the most relevant renewable raw materials for BASF. To achieve greater sustainability in this supply chain, a detailed Palm Commitment went into effect in 2011 and was extended in 2015. It was put into practice through our Palm Sourc- ing Policy. Furthermore, we are involved in a range of projects in other supply chains promoting responsible use of natural resources and biodiversity (see page 118). BASF was rated for the first time in 2020 in the nonprofit organization CDP's forest assessment (grade: A-). It evaluates companies' management of environmental risks and opportunities. It is based on detailed insights into our palm value chain and the impact of our activities on ecosystems and habitats. renewable raw materials. Our aim is to prevent these areas from being developed for intensive economic use. Furthermore, we want any land use development activity to respect the rights of indigenous and local communities. We are working with partners to increase supply chain sustainability, for instance with the Roundtable on Sustainable Palm Oil (RSPO) in our supply chain for palm-based raw materials (see page 117). We published our Position on Forest Protection in June 2020. In it, we commit to the preservation of areas of High Conservation Value, High Carbon Stock forest areas and peatlands when procuring The business activities of our raw materials suppliers often involve land use and the associated impact on biodiversity, whether it is in natural gas and crude oil production, mineral extraction or cultivation of crops such as oil palms and castor-oil plants. Our expectations with regard to environmental, labor and social standards in the supply chain are laid down in the Supplier Code of Conduct (see page 113). Preservation of biodiversity is also taken into consideration in the management of our sites. We respect natural resources at all our production sites and have committed to the following measures: We operate our facilities in a responsible manner and minimize negative effects on the environment, including forests, by keeping air, water and soil emissions as low as possible and reducing and avoiding waste (see page 137). Moreover, we conduct systematic assess- ments of sustainability aspects when making decisions about investments in the construction of new sites or expansion of existing ones, including the potential impact on forests and biodiversity. Our water management (see page 139) and our involvement in organiza- tions such as the Alliance to End Plastic Waste (AEPW) (see page 138) contribute to the preservation of biodiversity in bodies of water. 4 Consolidated Financial Statements 5 Overviews All types of land development, such as agriculture and forestry, play a role in changing biodiversity. Activities such as tillage, drainage, fertilization and the use of crop protection products can affect flora and fauna by influencing their food sources. Asia Pacific 143 BASF Report 2020 With this project, BASF is showing in Germany that striking a balance between productive agriculture and biodiversity is possible. In a pilot project with a local bakery chain and a mill, four farmers from the BASF FarmNetwork Sustainability have created "lark windows" on a total of 40 hectares of winter wheat fields. These "lark windows" are open spaces in fields with an area of about 20 m², which skylarks use as "runways" when they brood in the fields and search for food. The harvested wheat is processed into "lark's bread" and sold at a markup that compensates farmers for their efforts and yield loss as well as supports further biodiversity measures. The "Lark's Bread" project to foster biodiversity For more information on our position on forest protection, see basf.com/forestprotection For more information on our commitment to biodiversity, see basf.com/biodiversity For more information on product stewardship, see page 126 For more information on our responsible management of resources, see page 116 The Mata VivaⓇ Initiative in Brazil is a collaboration between BASF and the Fundação Espaço ECO® organization as well as partners from many facets of society. It was established in 1984 to preserve water quality and soil and create a natural habitat for indigenous animal and plant species. To date, a total of 730 hectares of land have been reforested and 1.2 million seedlings have been planted. A program started in 2020 restores forests in the Mata do Barreiro Rico green reserve. The reserve is one of the last sanctuaries of the southern muriqui monkey (Brachyteles arachnoides), which is clas- sified by the IUCN as critically endangered. The BASF Farm Network Sustainability was established in 2013 with the goal of developing feasible measures to increase biodiversity across intensively farmed land. The network is composed of farms in Europe, including in Germany, the United Kingdom, France, Italy and Poland. Independent external experts on nature conservation and environmental protection assess the development of biodiver- Isity at some of these farms. to make an impact on the ground. To promote biodiversity, we are pursuing various initiatives such as the BASF Farm Network Sustain- ability, the Mata VivaⓇ Initiative and the "Lark's Bread" project (see box on the right). Engaging in an ongoing dialog with a variety of stakeholders is of utmost importance to BASF. For this reason, we will continue to pursue an exchange with partners in the value chain, in government and in civil society to preserve the natural habitats of plants and wild animals and thus play our part in protecting biodiversity. We work with a number of organizations including the Roundtable on Sustainable Palm Oil (RSPO), the Sustainable Palm Oil Forum, the Brazilian Coalition on Climate, Forests and Agriculture and the High Carbon Stock Approach Steering Group. We seek to collaborate with additional relevant stakeholders and organizations to raise and increase awareness and drive the necessary market transformation Our biodiversity initiatives We strengthened our commitment to sustainable agriculture in 2020. We focus on four areas to help farmers to find the right balance: climate-smart farming, sustainable solutions, digital farm- ing and smart stewardship (see page 102). In this context, we work with farmers to create balanced agricultural systems which enable productive and efficient farming of high-quality food products and at the same time promote biodiversity in the field. For example, we advise them on soil cultivation and look for suitable ways to improve biodiversity in farmlands. Our many years of experience in sustain- ability measurement and evaluation in agriculture are particularly useful here. Our AgBalance® method and the biodiversity calculator, which has been available since 2020, enable a scientifically sound assessment of the impact of agricultural practices on biodiversity. Based on these assessments, we issue recommendations for mea- sures such as planting flower strips or establishing nesting places to benefit pollinators, like wild bees, and farmland birds. Our modern seed solutions also enable better yield on existing farmlands and thus help protect natural habitats. 2 Management's Report Employees Our responsibility to our supply chains 17,753 68.8% 21,630 25.5% 43,322 30.0% 37,715 Women Men (Total: 110,302, of which 25.5% women, as of December 31, 2020) BASF Group employee age structure Diversity also relates to the company's demographic profile, which varies widely by region within the BASF Group. Our aim is to create a suitable framework to help maintain the employability of our per- sonnel at all stages of life and ensure the availability of qualified employees over the long term. BASF is one of approximately 150 companies that support the United Nations Global LGBTI (lesbian, gay, bi, trans and intersex) Standards of Conduct for business and has done so since 2018. The U.N. recommendations show the many opportunities compa- nies have to contribute to positive social change. As part of pride month, employees promoted openness, acceptance and tolerance with campaigns at various sites around the world. In North America, conversational formats on the inclusion of diversity were developed for employees and leaders. These led to the creation of further action areas, such as promoting talent and training on intercultural communication and leadership, with the aim of further increasing the inclusion of diversity. BASF also took a stand against racism with various internal and external activities in 2020. Integrating different perspectives is very important to BASF. There are a large number of Employee Resource Groups around the world dedicated to different aspects of diversity. Our leaders play an important role in its implementation. We support them with various, flexible offerings. For instance, we have provided a toolbox with a wide range of content to enable a change of per- spective and on promoting diversity and inclusion. A new podcast series from leaders shows the importance of appreciative, fair and inclusive leadership. Promoting and valuing diversity across all hierarchical levels is an integral part of our strategy and is also embedded in our corporate values. BASF strives to foster a working environment based on mutual respect, trust and appreciation. This is enshrined in our global Competency Model, which provides a framework for our employees and leaders. The inclusion of diversity is anchored in this model as one of the behaviors expected of employees and leaders. 17.6% 70.0% 7,635 82.4% About This Report 146 BASF Report 2020 We have developed a global dashboard to permanently monitor our progress toward this target. 30% Proportion of women in leadership positions with disciplinary responsibility 2030 target The global character of our markets translates into different customer requirements. We want to reflect this diversity among our employees, too, because it enables them to better meet our customers' needs. For us, diversity means, among other things, having people from different backgrounds working at our company who can draw on their individual perspectives and skills to grow our business. By valuing and promoting employee diversity, we boost our teams' performance and power of innovation, and increase creativity, moti- vation and employees' identification with the company. After achieving our original target for women in leadership positions ahead of schedule, BASF set a new, more ambitious target in 2020 to further strengthen diversity. By 2030, we aim to increase the proportion of women in leadership positions to 30%. We have made important progress toward this goal. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 24.3% at the end of 2020 (2019: 23.0%). We intend to employ various measures to reach our ambitious target. 74.5% Up to and including 25 years 74.6% 55 years and up 40-54 years 26-39 years 25.4% We also promote diversity in leadership development. Since 2015, BASF has set itself global quantitative goals for increasing the percentage of women in leadership positions. ■ Fostering diversity is part of our company culture ■ Progress made in increasing the proportion of women in leadership positions [Inclusion of diversity] To optimally support our leaders - including during the challenging times of the coronavirus pandemic - existing leadership develop- ment tools were converted to virtual formats and our internal toolbox was expanded to include new elements such as a CORE leadership podcast or a website with information on how to handle challenges during the pandemic. Our aim is to keep this score above 80%. We support our leaders with a range of follow-up measures to decentrally address individual action areas and in this way, help to further strengthen employee engagement together with their employees. The 2020 survey revealed an engagement index of 82% (2019: 79%). This result reinforces our existing approach taken by our corporate strategy, even in a difficult environment. It also shows that we can rely on our engaged employees, even in a challenging year dominated by the coronavirus pandemic. BASF can rely on the engagement of its employees. Employee engagement is shown by, for example, a passion for the job, a dedication to top performance and a commitment to BASF. Global employee surveys and pulse checks are an established feedback tool in the BASF Group, and are used to actively involve employees in shaping their working environment. The results are communicated to employees, the Board of Executive Directors, the Supervisory Board and stakeholders. We have performed regular global employee surveys since 2008. We aim to keep the employee engagement determined by these surveys at a high level and increase it even further as far as possible. As part of the BASF strat- egy, we therefore set ourselves the following goal in 2018: More than 80% of our employees feel that at BASF, they can thrive and perform at their best. We regularly calculate the employee engage- ment level as an index score based on five questions on set topics in our employee surveys. Overall, more than 72,000 employees worldwide participated in this year's survey, representing 66% of survey recipients.1 ■ Own employee engagement target met ■ Engagement index of 82% [Employee engagement] 5 Overviews 4 Consolidated Financial Statements What we expect from our leaders] 3 Corporate Governance 1 To Our Shareholders About This Report 144 51,961 (47.1%) 24.0% * 76.0% 34,484 (31.3%) 21.7% 1 78.3% 1 Of which Germany Of which BASF SE 73.7% 26.3% 2 Management's Report Employees (16.1%) ■ Leaders as role models Our leaders and their teams should make a sustainable contribution to BASF's success. This is why we promote high-quality leadership and measure its impact. We understand impactful leadership as leaders that serve as role models by having a positive influence on the engagement and development of their employees, and develop- ing and implementing business strategies in line with our corporate values. These expectations are part of the standard global nomina- tion criteria for leadership positions. Our leadership culture is based on BASF's corporate values: creative, open, responsible and entre- preneurial - CORE. Our specific expectations of leaders' conduct are derived from these: the CORE Leadership Values (see box on the right). 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report ■ CORE Leadership Values as the basis for our leadership culture 145 1 Scope of employees surveyed goes beyond the scope of consolidation presented on page 6. However, there are exceptions for companies that represent joint ventures and joint operations, as well as companies held for sale. selves and their own skills. This enables them to drive forward change together with their teams. Regular training and company-wide dialog on best practices in implementing the CORE Leadership Values in all relevant processes across the company - such as the recruitment and development of talented employees - are important tools to ensure a consistent global leadership culture. Excellent leadership is crucial to our customer focus, growth, value creation, employee performance, sustainable goals and new ways of working. The expectations surrounding specific leadership behaviors are aligned with BASF's strategic goals and reflect our company's leadership vision. The CORE Leadership Values serve as the guiding principles for all leaders and set out BASF's expectations of leadership behavior. We have derived specific descriptions of desired leadership skills from each individual CORE corporate value. CORE Leadership Values We offer our leaders a wide variety of learning and development opportunities for each phase of their career, as well as various formats that enable them to learn from one another and external experts. Global, regional and local offerings are optimally coordinated. We aim to develop leaders who lead their teams with optimism, empathy and trust, and in this way, create a competitive advantage for BASF. Regular feedback plays an important role in the development of leaders. This is why we implemented the compre- hensive FEEDback&forward program for all leaders Group-wide in 2020, in which employees provide regular feedback on their managers' leadership skills. The questionnaire focuses on behaviors like empathy or the ability to make difficult decisions and approach change positively. Employees can also report back to their leaders which leadership behaviors they want in the future. In this way, FEEDback&forward promotes regular and open dialog between employees and leaders, and encourages them to reflect on them- BASF Report 2020 Thanks to responsible procurement practices, the efficient use of raw materials, our product solutions and involvement in numerous initiatives, our business conduct is consistent with the United Nations' Sustainable Development Goals and we reduce our nega- tive impact on biodiversity. It is currently extremely difficult to mea- sure impacts on biodiversity and thus BASF's impacts in full. At the same time, we help to measure significant impacts on land use in individual steps of the value chain, for example with our Value to Society method. We also initiated a pilot project in 2020 to improve methodological measurement of the impacts of individual product applications on biodiversity. To combat the shortage of skilled workers in production and technical areas, due among other factors to demographic-related declines in Ludwigshafen, Germany, we have strengthened our social media presence, for example, to alert qualified specialists to new career prospects at BASF. CUSTOMERS For more information, see basf.com/apprenticeship As of December 31, 2020, the BASF Group was training 3,120 peo- ple in 15 countries and around 50 occupations. We spent a total of around €113 million on vocational training in 2020. 31.0 6,340 38.1 544 South America, Africa, Middle East Total 28.1 1,234 Asia Pacific 33.0 1,399 North America 30.0 December 31, 2020 Of which women (%) 3,163 [Learning and development ] Europe ■ Lifelong learning concept Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting success. For this reason, we want to further modernize our learning culture and step up our efforts to promote lifelong, self-directed learning. Employee devel- opment at BASF is guided by the belief that talent is in everyone. This means that development opportunities and support are open to all employees. In our understanding, there is more to development than a promotion or a job change - it encompasses the develop- ment of personal experience and abilities. Our approach is to reduce wastewater volumes and contaminant loads at the source in our production processes, and to reuse wastewater and material flows internally as far as possible. To treat wastewater, we use both central measures in wastewater treatment plants and the selective pretreatment of individual wastewater streams before these are sent to the wastewater treatment plant. Suitable methods are used, depending on the type and degree of contamination - including biological processes, chemical oxidation, membrane technologies, precipitation or adsorption. Emissions of nitrogen to water amounted to 2,900 metric tons in 2020 (2019: 3,000). Around 11,500 metric tons of organic substances were emitted in wastewater (2019: 12,100). Our waste- water contained 22 metric tons of heavy metals (2019: 25). Phosphorus emissions amounted to 270 metric tons (2019: 260). Water 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report In addition, more and more academies in the divisions and service units, which teach specific professional content, offer virtual training. We have offered virtual presence training since 2018, which gives all employees the opportunity to attend professional development courses via digital communication channels such as virtual meetings. To harness the opportunities of the digital transformation for BASF, the #liveitleadit initiative for leaders focused on agility in 2020. Over 3,000 participants discussed methods, best practices and insights into agile working and digital leadership in monthly digital events. We enable our employees to take responsibility for their own professional development within the company with digital and novel offerings. To support multidisciplinary teams in the development of products, services or business models, workshops on design thinking empower participants to find creative and innovative solu- tions to complex problems. This fosters an agile learning and work- ing culture, which will ultimately also help us to master the digital transformation. Digital learning formats play an important role in our development offerings. Even before the coronavirus pandemic, training for leaders and employees was updated to meet the challenges of the digital transformation and modern working life with appropriate learning formats and content. For example, the Digitalization & Me platform was established as a central resource where employees and leaders can find a wide range of online training, learning paths on LinkedIn Learning, or virtual continuous professional development events. Both target groups can also hold joint workshops in an avatar-based 3D working and learning environment. follow the "70-20-10" philosophy: We apply the elements "learning [Compensation and benefits ] from experience" (70%), “learning from others” (20%) and "learning through courses and media" (10%). Our learning and development offerings cover a range of learning goals: starting a career, expand- ing knowledge, personal growth and leadership development. In regular development meetings, which are held as part of our annual employee dialogs, employees outline ideas for their individual development together with their leaders and determine specific measures for further training and development, which focus on personal and professional competencies. Our learning activities ■ Focus on virtual learning and digitalization In order to avoid unanticipated emissions and the pollution of sur- face or groundwater, we have water protection concepts for our production sites in place. This is mandatory for all production plants as part of our Responsible Care Management System. The waste- water protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being implemented and complied with. BASF Group new hires in 2020 4 Consolidated Financial Statements a Employees with disciplinary leadership responsibilities b Specialists without disciplinary leadership responsibilities For more information on health protection, see page 124 Of which women (%) 24.3 For more information on diversity in the Board of Executive Directors and the Supervisory Board, see page 169 onward For more information, see basf.com/diversity 31.8 Competition for talent ] ■ Positioning as an attractive employer ■ Addressing specific target groups, including during the coronavirus pandemic Attracting and retaining the best employees is crucial to our success. Having an attractive and compelling total offer package for employees is becoming increasingly important given the strong global competition for the best qualified employees and leaders. This is why we are constantly working on measures to increase BASF's appeal in the global labor markets. Target group-specific campaigns focus on sustainability, digital ways of working and inno- vation for the future - reflecting our strategic action areas and key labor market trends. We are increasingly using digital platforms such as our country- specific career websites as well as global and regional social networks to reach potential candidates. This enables us to appropri- ately address different target groups. In light of the coronavirus pandemic, we used digital solutions for our talent search activities in 2020. For instance, in order to still be present at career fairs, we participated virtually. As a result, we were able to continue to attract and recruit talented employees. We also offered virtual tours of the Ludwigshafen site for universities in Germany. In addition, we consistently take part in specific career events to directly reach and attract talented female recruits in the natural sciences. The talent program for external students and former interns was redesigned and expanded to include targeted retention measures. For example, special online events on different career opportunities and an exclusive journal help to maintain contact with talented students who impressed us with their outstanding personal qualities and skills. Mentors at BASF also keep in contact until they have completed their degree and can be recruited. 8,881 38,484 5 Overviews December 31, 2020 (Senior) executivesa 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 147 BASF Report 2020 The BASF Group hired 6,340 new employees in 2020. The percent- age of employees who resigned during their first three years of employment the early turnover rate - was 1.0% worldwide in 2020. This turnover rate was 0.7% in Europe, 1.5% in North America, 1.8% in Asia Pacific and 1.8% in South America, Africa, Middle East. Our early turnover rate is therefore at a desirable low level. 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Another step toward digitalization is the jobsharing app introduced in 2020, which leaders and employees that wish to share a position can use to network with each other. Job sharing is a future-ready working model that offers benefits for both sides and makes it easier for employees to balance their personal and professional lives. BASF also renewed its commitment to promoting gender equality by endorsing the United Nations' Women's Empowerment Princi- ples (WEPs) in 2020. The WEPs are seven principles providing guidance to business on how to promote gender equality and women's empowerment in the workplace, the labor market and the community. In the global Business for Inclusive Growth (B4IG) initiative, which we joined in 2019, we campaign together with other companies along- side the G7 and the OECD for inclusive growth, greater gender equality, and the promotion of diversity and inclusion in business. We are also involved in other external initiatives to promote inclusion of diversity at work, such as the Chefsache initiative and the European Round Table. Leaders and professionals in the BASF Group Professionalsb For more information, see basf.com/water BASF Report 2020 141 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 149 BASF Report 2020 1 The term "senior executives" refers to leadership levels 1 to 4, whereby level 1 denotes the Board of Executive Directors. In addition, individual employees can attain senior executive status by virtue of special expertise. Our flexible tools proved extremely helpful during the coronavirus pandemic. They help our employees to master the increased chal- lenges around work and personal life during the pandemic. One of the tools that increases flexibility is moving larger employee events that were previously held in-person to virtual formats and recording these. We have developed a global policy and framework for the future of work to integrate the positive experiences from the surge in remote working into our working culture. The aim is to further pro- mote and facilitate flexible working models for interested employees. Our identity as an employer includes our belief in supporting our employees in balancing their personal and professional lives. We want to strengthen their identification with the company and our position in the global competition for qualified personnel. To achieve this, we have a wide range of offerings aimed at employees in differ- ent phases of life that accommodate the growing demand for flexi- bility in when and where they work. BASF helps employees to adapt working hours and location to their personal circumstances with a wide range of established options, including flexible working hours, part-time employment and remote working. We are constantly working to expand these options and increasingly support the effec- tive use of digital solutions here. ■ Wide range of offerings for different phases of life ■ Flexible working models support employees during the coronavirus pandemic [Balancing personal and professional life] -3.2% 10,924 Regional initiatives specifically address the needs of our employees at a local level. For example, our startup 1000 Satelites continued to expand the number of flexible co-working spaces in the Rhine- Neckar region in Germany and tested these in pilot projects. 10,576 Our Work-Life Management employee center in Ludwigshafen, Germany, (LuMit) offers a number of services under one roof: child- care, fitness and health, and social counseling and coaching offered by BASF Stiftung. We also provide employee assistance programs at other sites in Germany and around the world to help employees overcome difficult life situations and maintain and restore their employability. Trust-based cooperation with employee representatives is an important component of our corporate culture. Our open and ongo- ing dialog lays the foundation for balancing the interests of the company and its employees, even in challenging situations. In the case of organizational changes or if restructuring leads to staff downsizing, for example, we involve employee representatives to develop socially responsible implementation measures at an early stage. In 2020, this happened in connection with the transformation of the newly created Global Business Services unit, for example. Our actions are aligned with the respective legal regulations and the agreements reached, as well as operational considerations. During the coronavirus pandemic, we developed solutions together with employee representatives to continue our trust-based cooperation, despite the necessary pandemic-related restrictions. This enabled us to sign a new site agreement with the Works Council of BASF SE for the Ludwigshafen site in Germany in May 2020, which contains a clause that excludes forced redundancies until 2025. We once again achieved high scores in a number of employer rank- ings in 2020. For example, in a study conducted by Universum, engineering and IT students ranked BASF as the 51st most attrac- tive employer in the world (2019: 47th). In North America, DiversityInc named BASF as one of the top 50 companies for diversity in recruit- ing for the eighth consecutive year. In Asia, Top Employer recognized BASF China as one of the best employers for the eleventh time in succession. In South America, BASF was recognized by Valor Econômico newspaper as one of the employers with the best personnel management in Brazil. SUPPLIERS [Biodiversity] 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Biodiversity 150 BASF Report 2020 It forms the basis for our global management process: We regularly monitor changes to the national law of all the countries in which BASF operates and evaluate our adherence to international labor and social standards. If the national law contains no or lower requirements, action plans are drawn up to successively close these gaps in a reasonable time frame. If conflicts with national law or practices arise, we strive to act in accordance with our values and internationally recognized principles without violating the law of the country concerned. As part of the management process, we regu- larly follow up on and document the results of the comparison between national law and our guideline, as well as measures to implement the guideline. This is our central due diligence system. We act responsibly toward our employees. Part of this is our volun- tary commitment to respecting international labor and social stan- dards, which we have embedded in our global Code of Conduct. This encompasses internationally recognized labor norms as stipu- lated in the United Nations' Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Organization (ILO). BASF is committed to complying with these standards worldwide. We mainly approach our adherence to international labor and social standards using three elements: the Compliance Program (including external compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations) and the BASF guideline on compliance with international labor norms, which applies Group-wide. This guideline makes concrete what the human rights issues and international labor standards in our global Code of Conduct mean as these relate to our employees. ■ Alignment with U.N. Guiding Principles on Business and Human Rights [International labor and social standards] By focusing our discussions on the local and regional situations, we aim to find tailored solutions to the different challenges and legal considerations for each site. The BASF Europa Betriebsrat (European Works Council) addresses cross-border matters in Europe. In South America, we foster dialog with the Diálogo Social. For more information, see basf.com/employeerepresentation [Dialog with employee representatives] 32.9% 554 736 Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Employees 1 To Our Shareholders About This Report 148 BASF Report 2020 1 In calculating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (for example, integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of +/-1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. We want our employees to contribute to the company's long-term success. This is why the compensation granted to the vast majority of our employees includes variable compensation components, with which they participate in the success of the BASF Group as a whole and are recognized for their individual performance. The same principles basically apply for all employees worldwide. The amount of the variable component is determined by economic success as well as the employee's individual performance. We use the BASF Group's return on capital employed (ROCE) to measure economic success for the purposes of variable compensation. This links variable compensation to our ROCE target.¹ Individual perfor- mance is assessed as part of a globally consistent performance manage-ment process. In numerous Group companies, our "plus" share program ensures employees' long-term participation in the company's success through incentive shares. In 2020, for example, around 27,600 employees worldwide (2019: around 25,400) partici- pated in the "plus" share program. We want to attract engaged and qualified employees, retain them and motivate them to achieve top performance with an attractive package including market-oriented compensation, individual devel- opment opportunities and a good working environment so that they contribute to the company's long-term success. Our employees' compensation is based on global compensation principles accord- ing to position, market and performance. As a rule, compensation comprises fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these benefits include company pension benefits, supplementary health insurance and share programs. We regularly review our compensation systems at local and regional level. ■ ROCE determines variable compensation ■ Compensation based on employee's position and individual performance as well as company's success 1 To Our Shareholders About This Report 5 Overviews BASF offers senior executives' the opportunity to participate in a share price-based compensation program, the long-term incentive (LTI) program. The BASF Group's share price-based compensation program (BASF Option Program, BOP), which has existed since 1999, was offered for the last time in 2020. Around 87% of the people eligible to participate in the program around the world did so, investing up to 30% of their actual variable compensation (for the 2019 business year) in BASF shares. From 2020 onward, the previous LTI program for senior executives will be replaced by a new LTI (Strive!) in the form of a performance share plan. The new, four- year program takes into account the development of the total shareholder return and incentivizes the achievement of strategic growth, profitability and sustainability targets. To take part in this new LTI, participants must hold BASF shares, the amount of which is based on their individual fixed compensation. In 2020, around 94% of the people eligible to participate in the new LTI around the world did so, investing between 30% and 70% of their fixed annual compensation in BASF shares. For more information, see the Notes to the Consolidated Financial Statements from page 307 onward Personnel expenses Total personnel expenses Pension expenses 1,545 1,424 Social security contributions and assistance. expenses -4.6% 8,825 Biodiversity describes the variety of life forms on Earth. Animals and plants fulfill a variety of functions and guarantee the ability of their ecosystem to withstand alterations such as climate change. As a chemical company, we depend on eco- system services like the availability of renewable resources and air, water and soil quality, while also influencing them. Protecting biodiversity is therefore a key element of our commitment to sustainability. 8,416 +/- 2019 2020 -7.8% Million € BASF Group personnel expenses The BASF Group's expenses for wages and salaries, social security contributions and pensions and assistance in 2020 totaled €10,576 million (2019: €10,924 million). This amount included proportional personnel expenses for 2020 from the disposal group for the construction chemicals business in the amount of €291 mil- lion. In 2019, personnel expenses from the disposal groups for the construction chemicals business and proportionally for the oil and gas business totaled €557 million. The decrease in personnel expenses was primarily due to lower bonus provisions and the lower average number of employees which resulted, in particular, from the divestiture of the construction chemicals business. A higher wage and salary level as well as higher pension expenses because of increased service costs had an offsetting effect. Wages and salaries BASF 2 Management's Report Employees 1 To Our Shareholders Opportunities and Risks About This Report 1 To Our Shareholders 2 Management's Report Employees 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews We monitor our voluntary commitment to international labor and social standards as part of our management process. As before, individual elements of the guideline are also reviewed as part of internal control processes such as Responsible Care audits at BASF Group companies. In addition to these quality assurance measures, compliance with international labor and social stan- dards is an integral part of the standard questionnaire in the com- pliance management audit conducted by BASF's Corporate Audit department. For more information on global standards, see page 31 For more information on our responsibility for human rights, see page 111 For more information on compliance, see page 177 onward For more information on labor and social standards, see basf.com/labor_social_standards 151 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment in 2021 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportunities and limit risks. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved mana- gerial decisions to create value. We define opportunities as potential successes that exceed our defined goals. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. Opportunities Potential successes that exceed our defined goals Risks In order to mitigate the risks to the financial reporting processes listed in our central risk catalog, critical processes and control activities are documented. Assessment of control activities After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, samples are taken to test whether, in practice, the controls were executed as described and effective. Monitoring of control weaknesses The managers responsible receive reports on any control weaknesses identified and their resolution, and an interdisciplinary committee BASF Report 2020 160 Procurement Company-specific opportunities and risks Regulation/policy Competition Forecast Margins Possible variations related to: Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures takena Ultimately, however, residual risks (net risks) remain in all entrepre- neurial activities that cannot be ruled out, even by comprehensive risk management. According to our assessment, there continue to be no significant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of a global economic crisis, such as the intensification of the coronavirus crisis. For 2021, we anticipate a considerable global economic recovery after the downturn in the previous year due to the coronavirus pandemic. General economic uncertainty will nevertheless remain high until widespread immunization of the population has been achieved. Specifically, production stoppages due to official orders or high infection rates can lead to disruptions in the supply chains of our customer industries, with our suppliers and in our own production plants. Moreover, restricted economic activity resulting from further lockdowns can have a significant negative impact on aggregate demand. An escalation of geopolitical conflicts as well as the ongoing trade conflicts between the United States and China and the associated slowdown of the economy also pose significant risks. These developments could have a negative impact on demand for intermediate and investment goods worldwide. Opportunities arise from continued strong demand, supported by earlier and better availability and broader acceptance of the coronavirus vaccine than is assumed in our forecasts. In addition to the uncertainties sur- rounding market growth and the development of key customer industries, material opportunities and risks for our earnings arise from margin volatility. From today's perspective, Brexit does not give rise to any material opportunities or risks for the BASF Group due to the trade agreement reached between the European Union and the United Kingdom. ■ No threat to continued existence of BASF ■ Significant opportunities and risks arise from overall economic developments, margin and exchange rate volatility Overall assessment In order to effectively measure and manage identified opportunities and risks, we quantify these where appropriate in terms of probability and economic impact in the event they occur. Where possible, we use statistical methods to aggregate opportunities and risks into risk factors. This way, we achieve an overall view of opportunities and risks at a portfolio level, allowing us to take effective measures for risk management. Events that can negatively impact the achievement of our goals Business environment and sector Market growth Economic Environment in 20211 - - United States 4.0% Emerging markets of Asia. 6.9% Japan 2.3% South America 4.4% Trends in gross domestic product 2021-2023 Average annual real change World 3.0% 3.7% 3.0% United States 3.2% Emerging markets of Asia 5.6% Japan 1.6% South America 3.3% Outlook for key customer industries European Union Identification and documentation of control activities European Union World We expect the global economy to gradually recover in 2021 after the sharp downturn resulting from the coronavirus pandemic. Gross domestic product (GDP) will return to roughly the pre-crisis level. We assume that global GDP will grow by 4.3% (2020: -3.7%). Consumers and companies in many countries remain restricted in their freedom of actions for the time being due to measures to combat the pandemic. Positive seasonal impulses should start to make themselves felt as the year progresses. We expect that growing immuni- zation of the population especially risk groups will increasingly support the economic recovery in the second half of 2021. Regional differences will presumably remain significant: While we assume emerging markets in Asia will experience robust growth, momentum in Europe, the United States and Japan is likely to initially remain sluggish. Uncer- tainty about future developments is exceptionally high. It is very difficult to predict how the coronavirus pandemic will progress. Furthermore, the aftereffects of the sharp economic decline in the business sector and the labor market from the past year will materialize further. Trends in the global economy in 2021 ■ Moderate growth expected in Europe and the United States ■ Strong growth likely in Asia We anticipate an overall moderate GDP growth rate of 3.0% (2020: -6.4%) in the European Union (E.U.). We expect base effects to support growth momentum in countries that were hit especially hard by the pandemic. These include southern European countries with a high percentage of tourism, but also economies in northwestern and eastern Europe where industry is specialized in investment goods and automotive production. It is likely, though, that measures, to contain the coronavirus pandemic, which vary in degree among the different E.U. member countries, will continue to have a signifi- cant impact on economic growth. Furthermore, we expect Brexit to have a negative effect on economic growth in the E.U. In the United Kingdom, we are forecasting weak GDP growth of 2.4% due to Brexit and extremely high infection rates at the beginning of the year, after the considerable decline in the previous year (2020: -9.9%). We expect a GDP growth rate of 4.0% in the United States. A further government spending plan is likely to significantly bolster the economy. However, since the 2020 economic decline in the United States was only about half of what the E.U. saw, base effects should have a smaller impact. Private consumption in 2020 was significantly supported by government payments. Consequently, no strong catch-up effects can be expected in the consumption of goods in 2021. Moreover, we expect the labor market to recover more slowly than in the previous year. While the weaker U.S. dollar should have a positive effect on exports, import prices will foreseeably rise year on year. We do not expect tariffs imposed on imported intermediate or consumer goods from China to drop for the time being, and thus no favorable effect on import prices is foreseeable. The emerging markets of Asia will presumably see considerably higher growth rates. In China, private consumption will increasingly bolster growth. Global economic recovery should also have a stim- ulating effect on exports. Overall, growth is likely to slow during the course of the year. Year on year, growth will still be relatively high, at over 7%, and thus above average for recent years. We expect India to see a continuation of the dynamic recovery that began in the second half of 2020. In the other Asian emerging markets, we antici- pate a growth rate comparable to the long-year average before the crisis, slightly above 4%. In Japan, we expect moderate GDP growth of just slightly above 2%. Although this country has been able to control the pandemic better than other advanced economies so far, domestic demand for consumer and investment goods will presumably only recover slowly after the sharp decline in the previous year. Exports are likely to see a considerably better upswing, especially due to increasing demand from China. Growth prospects in South America will probably remain subdued. We are forecasting total GDP growth in this region of slightly above 4%. Fiscal impetus in Brazil is likely to weaken over the course of the year and dampen further economic recovery (2021: +3.5%; 2020: -4.6%). Macroeconomic imbalances, primarily rising inflation rates coupled with continued low interest rates and growing national debt, will presumably continue to burden the Brazilian currency. In Argentina, too, the debt and currency crisis are expected to dampen the country's economic recovery following the sharp decline in the previous year (2021: +5.0%; 2020: -10.4%). In the other countries of South America, we anticipate moderate growth in domestic demand and a favorable impact on demand for industrial and agri- cultural raw materials from the recovering global economy. 4.3% 1 Our assumptions account for current estimates by external institutions, including economic research institutes, banks, multinational organizations and consulting firms. 152 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment in 2021 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Outlook for gross domestic product 2021 Real change compared with previous year BASF Report 2020 Adherence to internal and external guidelines that are relevant for the maintenance of a reliable control environment is checked by means of a standardized questionnaire. In these companies, the process comprises the following steps: Evaluation of the control environment Moreover, a centralized selection process identifies companies that are exposed to particular risks, that are material to the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. Persons responsible for implementing the requirements for an effective control system in financial reporting are appointed at the relevant companies. Information technology Acquisitions/divestitures/cooperations Personnel Supply chain Investments/production ■ Decentralized management of specific opportunities and risks ■ Aggregation at a Group level The BASF Group's risk management process is based on the international risk management standard, COSO II Enterprise Risk Management Integrated Framework, and has the following key features: - Organization and responsibilities Law - The Board of Executive Directors is supported by the Corporate Center. Corporate Finance and Corporate Development, which are units within the Corporate Center, and the Chief Compliance Officer coordinate the risk management process at a Group level, examine financial and sustainability-related opportunities and risks, and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, planning and budgeting processes. BASF's risk committee reviews the BASF Group's risk portfolio at least twice a year to evaluate any adjustments to risk-management measures and informs the Board of Executive Directors of these. Organization of BASF Group's risk management since January 1, 2020 Corporate Audita Chief Compliance Officer Supervisory Board ↑ Board of Executive Directors External auditors ↑ Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. Corporate Center Financial Other financial opportunities and risks 5 Overviews ■ Integrated process for identification, assessment and reporting Risk management process As a non-integral shareholding, income from Wintershall Dea is reported in net income from shareholdings. The opportunities and risks resulting from the shareholding in Wintershall Dea are therefore not included in the outlook for the EBIT of the BASF Group. Opportunities and risks that have an impact on net income from shareholdings and cash flow from the shares in Wintershall Dea are monitored and tracked through BASF's involvement in the relevant governing bodies. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders Exchange rate volatility About This Report BASF Report 2020 ☐ a Using a 95% confidence interval per risk factor based on planned values; summation is not permissible - 2021 + Outlook ≥ €1,000 million < €1,500 million €1,500 million €2,000 million €500 million < €1,000 million €100 million < €500 million €100 million < 158 ■ Recovery expected in the automotive industry and for consumer goods Corporate Development Corporate Legal, Compliance, Tax & Insurance 4 Consolidated Financial Statements 5 Overviews - as well as on any significant results. He also provides a status report to the Supervisory Board's Audit Committee at least once a year, including any major developments. The Board of Executive Directors immediately informs the Audit Committee about signifi- cant incidents. The internal audit unit (Corporate Audit) is responsible for regularly auditing the risk management system established by the Board of Executive Directors in accordance with section 91(2) of the German Stock Corporation Act. Furthermore, as part of its moni- toring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. Tools - The Governance, Risk Management, Compliance (GRC) Policy, applicable throughout the Group, forms the framework for risk management and is implemented by the operating divisions, the service and research units and the regions according to their specific business conditions. - A catalog of opportunity and risk categories helps to identify all relevant financial and sustainability-related opportunities and risks as comprehensively as possible. We also systematically assess opportunities and risks with effects that cannot yet be measured in monetary terms, such as reputational and climate risks. To reflect these, risks for companies in connection with the transition to a low-carbon economy (transition risks) as well as physical risks as defined by the Task Force on Climate-related Financial Disclosures (TCFD) were added to the catalog in 2020. - We use standardized evaluation and reporting tools for the identification and assessment of risks. The aggregation of opportunities, risks and sensitivities at division and Group level using a Monte Carlo simulation helps us to identify effects and trends across the Group. 3 Corporate Governance For more information on our sustainability management processes, see page 42 onward For more information on our Group-wide Compliance Program, see page 177 onward Significant features of the internal control and risk management system with regard to the Group financial reporting process ■ Conducted in accordance with standardized Group guidelines ■ Segregation of duties, principle of dual control and clearly regulated access rights ■ Annual evaluation of the control environment and relevant processes at significant companies The Consolidated Financial Statements are prepared by a unit in the Corporate Finance department. BASF Group's accounting process is based on a uniform accounting guideline that sets out accounting policies and the significant processes and deadlines on a Group-wide basis. There are binding directives for the internal reconciliations and other accounting operations within the Group. Standard software is used to carry out the accounting processes for the preparation of the individual financial statements as well as for the Consolidated Financial Statements. There are clear rules for the access rights of each participant in these processes. Employees involved in the accounting and reporting process meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and regional service units involved. We strictly adhere to the principles of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are produced by specialized service providers or specially qualified employees. An internal control system for financial reporting continuously monitors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in financial reporting is structured and uniform across the BASF Group. The significant risks for the BASF Group regarding a reliable control environment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these mandatory standards into everyday business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. Corporate Finance 2 Management's Report Opportunities and Risks About This Report Corporate Corporate Human Resource Corporate Communications & Government Relations Corporate Investor Relations Divisions a The Corporate Audit unit is part of the Corporate Center. - Regions Environmental Protection, Health & Safety Members of the risk committee are the head of Corporate Finance (president), the head of Corporate Development, the head of Corporate Legal, Compliance, Tax & Insurance and representa- tives of the Corporate Audit and Corporate Environmental Protec- tion, Health & Safety units. 1 To Our Shareholders - The management of specific opportunities and risks is largely delegated to the divisions, the service and research units and the regions, and is steered at a regional or local level. This also applies to sustainability-related topics relevant to BASF including the impact of climate change on BASF. Financial risks are an excep- tion. The management of liquidity, currency and interest rate risks is conducted in the Corporate Finance unit. The management of commodity price risks takes place in the Global Procurement unit or in authorized Group companies. ཀ - - Service units Research units The BASF Group's management is informed of short-term operational opportunities and risks that fall within an observation period of up to one year in the monthly management report produced by the Corporate Finance department. In addition, Corporate Finance provides information twice a year on the aggregated opportunity/risk exposure of the BASF Group. Furthermore, if a new individual risk is identified which has a more than €10 million impact on earnings or bears reputational risks, it must be immediately reported. As part of strategy development, the Corporate Development unit conducts strategic opportunity/risk analyses for long-term opportunities and risks with a 10-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. BASF's Chief Compliance Officer (CCO) manages the imple- mentation of our Compliance Management System, supported by additional compliance officers worldwide. He regularly reports to the Board of Executive Directors on the status of implementation BASF Report 2020 159 A network of risk managers in the divisions, service and research units as well as in the regions advances the implementation of appropriate risk management practices in daily operations. Overall, we anticipate 4.4% (2020: -4.0%) growth in global industrial production. Growth in advanced economies (2021: +3.1%; 2020: -6.5%) is likely to be weaker than growth in emerging markets (2021 +5.5%; 2020: -1.8%). BASF Report 2020 we anticipate moderate growth momentum in 2021 following the rapid recovery in 2020. By contrast, we expect stronger recovery effects in western and eastern Europe as well as in North America, India and Japan. The percentage of hybrid and electric vehicles should continue to rise due to buying incentives, vehicle tax rebates and the expansion of the charging infrastructure. BASF Group 59,149 €61 billion-€64 billion 3,560 €4.1 billion-€5.0 billion 1.7% considerable increase considerable increase considerable increase considerable increase considerable increase 8.0%-9.2% a For sales, "slight" represents a change of 1%-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1%-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 9% for 2021, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." Sales and earnings forecast for the segments 3.6% For the Chemicals segment in 2021, we expect a slight increase in sales, mainly driven by growth in volumes in line with a market recovery and higher prices. In the Petrochemicals division, we expect an improved availability of steam cracker products following the unplanned outage at the steam cracker in Port Arthur, Texas, in 2020. In the Intermediates division, we anticipate higher sales volumes in all business areas. Price levels will likely rise, primarily due to higher raw materials prices in both divisions and from a favor- able product mix in the Petrochemicals division. Currency effects are expected to dampen sales performance. We expect considerable growth in EBIT before special items, mainly through higher sales volumes, due in part to improved availability of steam cracker prod- ucts, and a recovery in margins. customer industries. For the Monomers division, we anticipate higher volumes, specifically for isocyanates and polyamides. Currency effects should reduce sales performance. We want to considerably increase EBIT before special items through the increase in volumes and a recovery in margins, especially in the Monomers division. Sales in the Industrial Solutions segment will likely decline slightly in 2021, mainly as a result of the agreement to divest BASF's global pigments business to DIC. This should be partially offset by higher volumes in both divisions. We anticipate slightly lower EBIT before special items, due in particular to the sale of BASF's global pigments business and higher fixed costs. This will not be completely offset by the expected growth in volumes. In the Surface Technologies segment, we are forecasting slight sales growth in 2021, primarily from higher precious metal prices in the Catalysts division and higher volumes in both divisions. We aim to considerably improve the segment's EBIT before special items compared with 2020, mainly through volume growth. We anticipate considerably higher EBIT before special items in the Coatings division but a slight year-on-year decrease in EBIT before special items in the Catalysts division due to lower contributions from precious metal trading. For the Nutrition & Care segment, we expect slightly higher sales than in 2020. Higher volumes in both divisions will likely be partially offset by negative price and currency effects. Our planning assumes improved product availability, especially in the Nutrition & Health division. We expect the segment's EBIT before special items to be slightly above the previous year, due to a higher contribution from the Nutrition & Health division, driven by volume growth. For the Care Chemicals division, we are forecasting a slight year-on-year decrease in EBIT before special items as a result of slightly higher fixed costs due to costs for the startup of new plants. We expect sales to be slightly above the prior-year level in the Agricultural Solutions segment. We aim to increase our sales volumes and prices, which should more than offset negative currency effects. Overall, we expect a slight increase in EBIT before special items. Alongside higher sales, this will be driven by stringent fixed cost management. In addition, we will benefit from the measures to increase efficiency initiated in 2020. We will continue to invest in research and development and digitalization at a high level in 2021. Currency effects will presumably have a significantly negative impact on EBIT before special items in 2021. Sales in Other are expected to be considerably above the 2020 level in 2021. This will be driven by sales growth in commodity trading. We anticipate a considerable improvement in EBIT before special items compared with the previous year. This should mainly reflect lower research expenses and higher contributions from other businesses. BASF Report 2020 156 About This Report For the Materials segment, we expect sales to be considerably above the previous year in 2021 due to higher volumes. In the Performance Materials division, we expect higher demand from all 1 10.6% -769 Industrial Solutions 7,644 slight decline 822 Surface Technologies 16,659 slight increase 484 slight decline considerable increase -2.2% -1.1% 9.3% -4.8% slight increase slight increase considerable increase considerable increase 6,019 slight increase 773 Agricultural Solutions 7,660 slight increase 970 Other 2,360 considerable increase Nutrition & Care considerable increase considerable increase To Our Shareholders 3 Corporate Governance Other 25% (infrastructure, R&D) Agricultural Solutions 4% €22.9 billion Nutrition & Care 13% Surface Technologies 14% BASF Report 2020 30% Chemicals We have an ambitious dividend policy and offer our shareholders an attractive dividend yield. We aim to increase our per-share dividend each year. Information on the proposed dividend can be found on page 13 Capex by segment 2021-2025 10% Materials 4% Industrial Solutions In 2021, we expect cash outflows in the equivalent amount of around €1.0 billion from the scheduled repayment of bonds. To refinance maturing bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our global commercial paper program at our disposal. Information on our financing policies can be found on page 64 Events after the reporting period There have been no significant changes in the company's situation or market environment since the beginning of the 2021 business year. 157 About This Report 1 To Our Shareholders 2 Management's Report Opportunities and Risks 3 Corporate Governance 4 Consolidated Financial Statements Financing 2 Management's Report Outlook 2021 Dividend Ludwigshafen, Germany Zhanjiang, China 4 Consolidated Financial Statements 5 Overviews Projects currently being planned or underway include: Capex by region 2021-2025 South America, Africa, Middle East 1% 1% Alternative sites currently being investigated Project Capacity expansion: integrated ethylene oxide complex Gradual capacity expansion: alkoxylates We are forecasting a considerable recovery in the transportation industry' as a whole after the sharp decline in the previous year. We expect global automotive production to grow significantly. In China, Construction: production plant for vitamin A Planned construction: integrated Verbund site 39% Europe Capacity expansion: MDI plant Investment: battery materials 18% North America Capital expenditures (capex) ■ Capex of around €3.6 billion planned for 2021 We are planning capital expenditures (additions to property, plant and equipment excluding acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases) of around €3.6 billion for the BASF Group in 2021. For the period from 2021 to 2025, we have planned capital expenditures totaling €22.9 billion. The investment volume in the next five years will thus be below that of the planning period 2020 to 2024 (€23.6 billion). A focus area is our investment project in Zhanjiang, China, to expand our businesses in Asia. Capex: selected projects Location Antwerp, Belgium Geismar, Louisiana Harjavalta, Finland, and Schwarzheide, Germany €22.9 billion 835 Asia Pacific 41% 10,736 World 4.4% European Union 3.2% United States 2.6% Emerging markets of Asia. 5.9% 1.0% 3.0% Outlook for chemical production 2021 (excluding pharmaceuticals) Real change compared with previous year Japan Trends in chemical production 2021-2023 (excluding pharmaceuticals) Real change compared with previous year World 3.9% European Union 2.3% United States 2.6% Emerging markets of Asia 5.3% 1.0% 2.5% Japan South America South America In South America, chemical production will presumably lag slightly behind the economy as a whole (2021: +3.0%; 2020: -1.1%). Chemical growth will be buoyed by the recovery in automotive production, as well as in the agriculture, nutrition and industrial raw materials sectors. We expect chemical production in the United States to grow by 2.6% (2020: -4.3%). Further recovery in automotive production and considerable growth in health and nutrition and in electronics should have positive effects on chemical demand, whereas the construction and oil and gas industries are only expected to provide weak growth stimulus. In the energy and raw materials sector, we expect moderate overall growth in energy demand and demand for industrial raw materials. Production growth should only be small in advanced economies. In the emerging markets by contrast, we are forecasting considerable growth. Approximately half of total global growth is expected to be in Asia. considerable increase Production in the construction industry will presumably grow moderately in 2021. We anticipate low growth rates in commercial construction but higher growth in housing construction and in the infrastructure segment. While the construction business in Europe is likely to grow moderately, we only foresee a slight increase in the United States. This is because of small base effects after the upswing in the housing market in the previous year and government spending on construction, which is only likely to benefit from the economic stimulus packages after a delay. By contrast, we expect considerably higher growth rates in Asia. Due to recovery effects, overall production of consumer goods, primarily textiles and consumer durables, will foreseeably grow at a somewhat higher rate than global GDP. Production of care products, by contrast, will grow approximately in line with the gross domestic product. The electronics industry should benefit from the ongoing digitali- zation trend, more frequent use of electronic parts in the automotive industry and the advancement of connectivity and automation. We therefore continue to expect above-average growth. In line with overall economic recovery, the health and nutrition sector should grow markedly in the year to come. We expect above-average growth in the pharmaceutical industry, which will be favorably affected by global vaccine activities. Expansion in the nutrition sector should almost equal that of the global economy. Under normal weather conditions, agricultural production will presumably see similar growth in 2021 to the past few years. In Europe, we expect a slight increase in agricultural production given the low basis for comparison. In the United States, the trade agree- ment with China is likely to boost agricultural exports again in 2021, and similarly high growth rates are expected to those of 2020. In Brazil, economic recovery and the considerable currency devalua- tion should be favorable to the sales volumes of agricultural prod- ucts. For this reason, higher growth in sales volumes can be expected. In Asia, which is by far the largest agricultural market because of the size of its population, we expect solid growth in agricultural production. 1 The transportation industry includes the production of motor vehicles, motor vehicle parts and the construction of other vehicles (especially ships and boats, trains, air and spacecraft, and two-wheelers). BASF Report 2020 153 In Japan, we anticipate moderate growth in chemical production, analogous to the modest overall economic recovery. About This Report To Our Shareholders 2 Management's Report Economic Environment in 2021 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Outlook for the chemical industry ■ Above-average growth expected in the chemical industry In China, the world's largest chemical market, we are forecasting a growth rate in chemical production of 6.3% (2020: 3.4%). Momentum is likely to slow down after the rapid recovery in production in 2020. Nevertheless, we anticipate demand across all customer industries to grow for intermediate inputs from the chem- ical industry, in particular consumer goods and in the automotive industry. In the European Union, we are forecasting an increase in chemical production of 3.2% (2020: -1.9%), roughly in line with GDP growth. The expected marked recovery in the automotive industry along with moderate growth in the construction industry and in consum- ables in the health and nutrition sector, as well as somewhat stronger growth in consumer durables should bolster domestic chemical demand. We anticipate weaker growth momentum in the United Kingdom. Higher transaction costs are likely to dampen chemical production due to the end of the Brexit transition period and the negative economic impact of the coronavirus pandemic (2021: +2.0%; 2020: +1.0%). 1 154 Global chemical production (excluding pharmaceuticals) is expected to grow by 4.4% (2020: -0.4%) in 2021, which is above average for the years prior to the coronavirus pandemic. This growth should be seen predominantly in emerging markets (2021: +5.4%; 2020: +1.8%). In advanced economies, we anticipate a growth rate of 2.5% (2020: -4.2%), which is above average for pre-crisis years. The level of production from 2019 will thus already be surpassed in 2021 in emerging markets. Overall, production in advanced econo- mies will presumably still be considerably lower. About This Report 1 To Our Shareholders 2 Management's Report Outlook 2021 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Forecast by segmenta Million € Forecast 2021 Sales About This Report ROCE Forecast 2021 2020 Forecast 2021 2020 Chemicals 8,071 slight increase BASF Report 2020 445 Materials 2020 155 EBIT before special items 1 For sales, "slight" represents a change of 1%-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1%-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 9% for 2021, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." 3 Corporate Governance BASF Report 2020 1 To Our Shareholders 4 Consolidated Financial Statements 5 Overviews Outlook 2021 Based on these assumptions, we aim to increase our sales to between €61 billion and €64 billion (2020: €59,149 million). The BASF Group's income from operations (EBIT) before special items is expected to be between €4.1 billion and €5.0 billion (2020: €3,560 million). The return on capital employed (ROCE) should be between 8.0% and 9.2% (2020: 1.7%). For 2021, we anticipate Accelerator sales of between €18 bil- lion and €19 billion (2020: €16.7 billion). Our CO2 emissions are expected to stabilize at between 20.5 million metric tons and 21.5 million metric tons in 2021 (2020: 20.8 million metric tons). For more information on our expectations for the economic environment in 2021, see page 152 onward For more information on our opportunities and risks, see page 158 onward Sales, earnings and ROCE forecast for the BASF Group' We expect the global economy to recover in 2021 after the sharp downturn resulting from the coronavirus pandemic. However, uncertainty about future developments remains exceptionally high. Our forecast therefore includes wide ranges to account for the possibility of significant disruptions to global supply chains and negative effects on the entire economy. At the same time, we are confident that without such negative impacts, we will be able to achieve earnings at the upper end of the forecast range. Our forecast assumes growth in our customer industries. For the automotive industry in particular, we are forecasting significant production growth compared with 2020. The global economy should see signifi- cant growth of 4.3% compared with 2020 (-3.7%). Global chemical production is expected to expand by 4.4%, well above the prior-year level (2020: -0.4%). We anticipate an average oil price of $50 for a barrel of Brent crude and an exchange rate of $1.18 per euro. 2 Management's Report Outlook 2021 ■ ROCE of between 8.0% and 9.2% In 2021, we expect the BASF Group as a whole to increase sales to between €61 billion and €64 billion (2020: €59,149 million). The main drivers should be volume growth and higher prices. By contrast, currency and portfolio effects will have a negative impact. The Materials segment and Other are expected to see considerable sales growth. We are forecasting slightly higher sales in the Surface Technologies, Chemicals, Agricultural Solutions and Nutrition & Care segments, and a slight year-on-year decline in the Industrial Solutions segment. The BASF Group's EBIT before special items is expected to increase to between €4.1 billion and €5.0 billion (2020: €3,560 million). We anticipate considerably higher contributions from the Materials and Chemicals segments, Other and the Surface Technologies segment. The Agricultural Solutions and Nutrition & Care segments should record slightly higher EBIT before special items. By contrast, we are forecasting slightly lower EBIT before special items in the Industrial Solutions segment. Based on the expected recovery in the global economy, a positive business trajectory and a lower cost of capital basis in 2021, we expect the BASF Group's ROCE to be between 8.0% and 9.2% (2020: 1.7%). We expect a considerable increase in ROCE in all segments compared with the previous year. Our forecast for 2021 takes into account the agreement between BASF and DIC on the sale of the global pigments business. The transaction is expected to close in the first half of 2021, subject to the approval of the U.S. competition authorities, which is still outstanding. Until closing, the assets and liabilities to be divested will be presented in a disposal group in the Dispersions & Pigments division. Accelerator sales and CO2 emissions forecast for the BASF Group We expect Accelerator sales to increase to between €18 billion and €19 billion in 2021 (2020: €16.7 billion), in line with the global economic recovery and growing demand for chemical products. The divestiture of BASF's global pigments business will also reduce sales of Acceler- ator products in BASF's portfolio. Compensating factors will include the expected increase in Accelerator products from the initial portfolio segmentation of the businesses acquired from Solvay. ■ Sales growth to between €61 billion and €64 billion ■ EBIT before special items of between €4.1 billion and €5.0 billion The significant opportunities and risks that could affect our forecast are described under Opportunities and Risks on pages 158 to 166. Despite the global economic recovery and growing demand for chemical products, CO2 emissions are expected to stabilize at between 20.5 million metric tons and 21.5 million metric tons in 2021. We will keep emissions roughly at the prior-year level (2020: 20.8 million metric tons) with targeted measures. These include the implementation of further projects to increase energy efficiency and optimize processes, for example, to significantly reduce nitrous oxide emissions in Ludwigshafen, Germany. In addition, we are switching energy supply agreements to renewable energy sources, for example in Freeport, Texas, where we have signed long-term supply agree- ments for wind power. Emissions will also be reduced by the divestiture of BASF's global pigments business in 2021. BASF Report 2020 163 About This Report 1 5 Overviews 2 Management's Report Opportunities and Risks oil and gas price developments, impairments of the shareholding and of the assets held by the company are possible. 4 Asset impairment risk arises if the assumed interest rate in an impairment test increases, the predicted cash flows decline, or investment projects are suspended. Following the impairments recognized in the third quarter of 2020, we currently consider the risk of further impairment for assets such as property, plant and equipment, goodwill, technologies and trademarks to be immaterial. The same applies to investments accounted for using the equity method, with the exception of Wintershall Dea, which was revalued in 2019. As the value of the shareholding is dependent on expected Consolidated Financial Statements To Our Shareholders 3 Corporate Governance Interest rate risks We limit country-specific risks with measures based on internally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use invest- ment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditworthiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Risks are also limited through the use of credit insurance and bank guarantees. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Risk of asset losses Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquid- ity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against poten- tial refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. Liquidity risks In the catalysts business, BASF employs commodity derivatives for precious metals and trades precious metals on behalf of third parties and on its own account. Appropriate commodity derivatives are also traded to optimize BASF's supply of refinery products, gas and other petrochemical raw materials. To address specific risks associ- ated with these non-operating trades, we set and continuously monitor limits with regard to the type and volume of the deals con- cluded. Risks from metal and raw materials trading In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely protected from the possible effects on its interest result thanks to the balanced maturity profile of its financial indebtedness. Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed- rate instruments and fluctuations in the interest payments for vari- able-rate financial instruments, which would positively or negatively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used in individ- ual cases. Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies in our financial foreign currency risk management. These risks are hedged using derivative instru- ments, if necessary. tions remain the same. On the production side, we counter exchange rate risks by producing in the respective currency zones. Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's sales, opportunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year appreciation of the U.S. dollar against the euro by $0.01, which could result from a macroeconomic slowdown, would increase the BASF Group's EBIT by around €30 million, assuming other condi- As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. The chief aim is the management of counterparty, transfer and currency risks for the BASF Group. Long-term incentive program for senior executives BASF offers leaders the opportunity to participate in a share price- based compensation program. The need for provisions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corre- sponding increase or decrease in personnel costs. Exchange rate volatility Impairment risks From 2020 onward, the previous long-term incentive (LTI) program for senior executives will be replaced by a new LTI program in the form of a performance share plan. The new LTI plan incentivizes the achievement of strategic growth, profitability and sustainability tar- gets and takes into account the development of the BASF share price and the dividend. The need for provisions for this program varies according to assumptions on the degree of strategic target achievement, the development of the BASF share price and the dividend. This leads to a corresponding increase or decrease in personnel costs. Consolidated Financial Statements Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzerland. To address the risk of underfund- ing due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simu- lated regularly by means of portfolio analyses. An adjustment to the interest rates used in discounting pension obligations leads immedi- ately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively average. This will create opportunities that we want to exploit by expanding our local presence. Detailed guidelines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of trad- ing and back office functions. Our decisions on the type, scope and locations of our investment projects are based on assumptions related to the long-term development of markets, margins and costs, as well as raw material availability and country, currency and technology risks. Opportunities and risks arise from potential deviations in actual developments from our assumptions. We expect the increase in chemical production in emerging markets in the coming years to remain above the global Portfolio development through investments For more information on innovation, see page 35 onward The trust of customers and consumers is essential for the successful introduction of new technologies. That is why we enter into dialog with our stakeholders at an early stage of development. The trend toward increased sustainability requirements in our customer industries continues. Our aim is to leverage the resulting opportunities in a growing market even more effectively in the future with innovations. This is why we applied the Sustainable Solution Steering method, which is used to evaluate the sustainability of our product portfolio, to assessments of innovation projects, and integrated it into an early stage of our research and development processes as well as the development of our business strategies. In this way, we want to benefit from the higher profitability of our Accelerator products compared with the rest of our evaluated portfolio. At the same time, we reduce reputational and financial risks by phasing out products for which we have identified substantial sustainability concerns ("Challenged" products) within five years of initial classification as such at the latest. We develop action plans for these products at an early stage to minimize any potential financial risks. These can include research projects, reformulations or even replacing one product with another. The opportunities and risks of digitalization are steered by the divisions and service units. ment & Supply Chain Services, Legal, Taxes, Insurance and Intellec- tual Property. 5 Overviews 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 164 BASF Report 2020 Potential applications of digital technologies and solutions along the entire value chain are evaluated and implemented in the divisions and service units as well as by cross-divisional teams. They are supported here by the Global Digital Services unit. We analyze the opportunities and risks of digitalization in Production, Logistics, Research & Development and for business models as well as in corporate functions such as Finance, Human Resources, Procure- We also address the risk of the technical or economic failure of research and development projects by maintaining a balanced and comprehensive project portfolio, as well as through professional, milestone-based project management. Research activities funded by the BASF Group promote the targeted development and enhancement of key technologies as well as the establishment of new business areas. Focus areas in research are determined based on their strategic relevance for BASF, above and beyond existing business areas. The central research areas Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research serve as global platforms headquartered in our regions: Europe, Asia Pacific and North America. Together with the development units in our operating divisions, they form the core of the global Know-How Verbund. Our strong regional presence opens up opportunities to participate in local innovation processes and gain access to local talent. We optimize the effectiveness and efficiency of our research activities through our global Know-How Verbund. Innovation In order to achieve lasting profitable growth, tap into new market segments and make our customers more successful, our research and business focus is on highly innovative business areas, some of which we enter into through strategic cooperative partnerships. For more information on the Excellence Program, see page 21 We continuously improve our processes in order to remain competitive through our operational excellence. We are streamlining our administration, sharpening the roles of services and regions, and simplifying procedures and processes as part of our ongoing Excel- lence Program. Development of competitive and customer landscape We expect competitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. Furthermore, we predict that many producers in countries rich in raw materials will expand their value chains. We counter this risk through active port- folio management. For more information on the corporate strategy, see page 26 onward We assume that growth in chemical production (excluding pharma- ceuticals) will be slightly stronger than global gross domestic prod- uct over the next five years and will be considerably stronger than the previous five-year average. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new production capacities, research and development activities and acquisitions, we aim to achieve vol- ume growth that slightly exceeds this market growth. Should global economic growth see unexpected, considerable deceleration because of prolonged restrictions due to the coronavirus pandemic, an ongoing weak period in the emerging markets, protectionist tendencies or geopolitical crises, the expected growth rates could prove too ambitious. Long-term demand development Long-term opportunities and risks offered defined contribution plans for future years of service. Some of these contribution plans include minimum interest guarantees. If the pension fund cannot generate this, it must be provided by the employer. A permanent continuation of the low interest rate environ- ment could make it necessary to recognize pension obligations and plan assets for these plans as well. Risks from pension obligations Financial opportunities and risks Opportunities and risks for the BASF Group primarily result from higher or lower margins in the Chemicals and Materials segments. Opportunities arise here if the positive margin trend driven by the supply side continues for longer than expected. However, new capacities or raw materials shortages could increase margin pressure on a number of products and value chains. This would have a negative effect on our EBIT. particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close cooperation between the relevant operating and service units together with Corporate Finance and Corporate Legal. If sufficient probability of occurrence is identified, a provision is recognized accordingly for each proceeding. Should a provision be unneces- sary, general risk management continues to assess whether these litigations nevertheless represent a risk for the EBIT of the BASF Group. 161 BASF Report 2020 In 2019/2020, we implemented a package of climate resilience measures at our Verbund site in Ludwigshafen, Germany: We devel- oped an early warning system for low water, created multimodal transportation concepts, chartered more ships that can navigate low water levels and, in cooperation with partners, are currently developing our own type of ship designed for extreme low-water Around the world, the frequency and intensity of extreme weather conditions (such as high/low water levels on rivers or hurricanes) are subject to change as a result of climate change. We address the risk of supply interruptions on the procurement and sales side caused by extreme weather conditions by switching to alternative logistics carriers and the possibility of falling back on unaffected sites within our global Verbund. We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the consequences of potential nondelivery. We continuously monitor the credit risk of important business partners. Purchasing and supply chain Political measures could also give rise to opportunities. For example, we view measures around the world to increase energy efficiency and reduce greenhouse gas emissions as an opportunity for increased demand for our products, such as our insulation foams for buildings, catalysts, battery materials for electromobility, or our solutions for wind turbines. Our broad product portfolio enables us to offer alternatives if new chemicals have to be developed as a result of restrictions in connection with the REACH chemicals regu- lation or new standards in our customers' industries. In addition, risks to the BASF Group can be posed by further regulations in key customer industries or on the use or registration of agricultural and other chemicals. Risks for us can arise from intensified geopolitical tensions, new trade sanctions, stricter emissions limits for plants, changes in chemical regulations and energy and climate laws. Regulation and political risks We continuously enhance our products and solutions in order to maintain competitive ability. We monitor the market and the competition, and try to take targeted advantage of opportunities and counter emerging risks with suitable measures. Aside from innovation, key components of our competitiveness are our ongoing cost management and continuous process optimization. Competition The year's average oil price for Brent crude was $42 per barrel in 2020, compared with $64 per barrel in the previous year. For 2021, we anticipate an average oil price of $50 per barrel. We therefore expect price levels for the raw materials and petrochemical basic products that are important to our business to rise slightly. Moreover, if oil and gas prices rise, Wintershall Dea does not have a compensating effect on the BASF Group's EBIT because this shareholding is no longer reported in EBIT, but in net income from shareholdings. Margin volatility Weather-related influences can result in positive or negative effects on our business, particularly in the Agricultural Solutions segment. We also consider risks from deviations in assumptions. Stronger demand caused by an accelerated lifting of lockdowns, for example as a result of high efficacy and acceptance of coronavirus vaccines, give rise to macroeconomic opportunities. A significant macro- economic risk arises from the possibility that measures to contain the coronavirus are kept in place for a longer period of time or expanded, and that global economic growth slows as a result. Additional macroeconomic risks result from the escalation of geo- political conflicts and the ongoing trade conflict between the United States and China. Both can have a considerable impact on global demand for intermediate goods for industrial production and demand for investment goods. The development of our sales markets is one of the strongest sources of opportunities and risks. More details on our assumptions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, automotive and construction sectors, can be found under Economic Environ- ment in 2021 on pages 152 to 154. Market growth Short-term opportunities and risks investigates their relevance for the BASF Group. The Board of Executive Directors and the Audit Committee are informed if control weaknesses with a considerable impact on financial reporting are identified. Only after material control weaknesses have been resolved does the company's managing director confirm the effectiveness of the internal control system. Internal confirmation of the internal control system All managing directors and chief financial officers of each consolidated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report For more information on our investment projects, see page 157 onward About This Report We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clear- ance research. As part of our Group-wide Compliance Program, our employees receive regular training. 1 To Our Shareholders 3 Corporate Governance 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Opportunities and Risks 1 To Our Shareholders About This Report 162 BASF Report 2020 We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analyses and assess- ments of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, independent legal opinions. Risk assessment is Legal disputes and proceedings BASF also established the Cyber Defense Center in 2015, is a member of Cyber Security Sharing and Analytics e. V. (CSSA), and a founding member of the German Cybersecurity Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. BASF has also established an information security management system and is certified according to ISO/IEC 27001:2013. To minimize such risks, BASF uses globally uniform processes and systems to ensure IT availability and IT security, such as stable and redundantly designed IT systems, backup processes, virus and access protection, encryption systems as well as integrated, Group- wide standardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk management is conducted using Group-wide regulations for organization and application, as well as an internal control system based on these regulations. sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect plant availability, delivery quality or the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records or customer data, competition-related information or research results, can result in legal consequences or jeopardize our competitive position. This would also be accompanied by the asso- ciated loss of reputation. BASF relies on a large number of IT systems. Their nonavailability, violation of confidentiality or the manipulation of data in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better organized, use more Information technology risks For more information on our compensation system, see page 149 For more information on risks from pension obligations, see page 164 Due to BASF's worldwide compensation principles, the develop- ment of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the company's success, among other factors. The correlation between variable compensa- tion and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discount- ing pension obligations. Furthermore, changes to the legal environ- ment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly monitored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. Personnel For more information on opportunities and risks from acquisitions and divestitures in 2020, see page 51 Opportunities and risks arise in connection with acquisitions and divestitures from the conclusion of a transaction, or it being com- pleted earlier or later than expected. They relate to the regular earnings contributions gained or lost as well as the realization of gains or losses from divestitures if these deviate from our planning assumptions. We constantly monitor the market in order to identify possible acquisition targets and develop our portfolio appropriately. In addi- tion, we work together in collaborations with customers and part- ners to jointly develop new, competitive products and applications. Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget overruns. We counter these risks with highly experienced project management and controlling. Crisis management also includes dealing with extreme weather conditions such as hurricanes (for example, at the sites on the Gulf of Mexico in Freeport, Texas, and Geismar, Louisiana) or significantly elevated water temperatures in rivers due to extended heat waves, which limit the available cooling capacity (for example, at the Ludwigshafen site in Germany). Appropriate precautions are taken at the sites in the case of a potential change in risk in connection with climate change. For example, over the past few years, the Verbund site in Ludwigshafen, Germany, has implemented a pack- age of measures to increase cooling capacity, including expanding and optimizing the central recooling plants and optimizing cooling water flows. These are capable of avoiding production outages due to extreme heatwaves like the one in 2018. In the event of a production outage caused by an accident, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They not only coordinate the necessary emergency response measures, they also initiate the immediate measures for damage control and resumption of normal operations as quickly as possible. We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of an unscheduled shutdown on the supply of intermediate and end products through diversification within our global production Verbund. Investments and production situations. These measures are already making long periods of low Acquisitions, divestitures and cooperations water on the Rhine River, like in 2018, more manageable. 5 Overviews 4 Consolidated Financial Statements 2 Management's Report Opportunities and Risks Acquisitions, divestitures and cooperations Management and Supervisory Boards The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, or the assumption of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not met, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from additional synergies. The aim is to enable the Supervisory Board to ensure a reasonable level of diversity with respect to education and professional experience, cultural background, international representation, gender and age when appointing members of the Board of Executive 6 members appointed by the Supervisory Board Chair appointed by the Supervisory Board reports to Supervisory Board Directors. Irrespective of these individual criteria, a holistic approach will ultimately determine a person's suitability for appointment to the Board of Executive Directors of BASF SE. Both systematic succession planning and the selection process aim to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept: 12 members 6 shareholder representatives elected by the Annual Shareholders' Meeting and 6 employee representatives Chair elected by the Supervisory Board The first appointment of members of the Board of Executive Directors is for a term of no more than three years. The standard age limit for members of the Board of Executive Directors is 63. The number of members on the Board of Executive Directors is determined by the Supervisory Board. It is guided by insights Many years of management experience in scientific, technical and gained by BASF as a company with an integrated leadership culture commercial fields International experience based on background and/or professional experience At least one female Board member Role model function in putting corporate values into practice Desire to shape strategic and operational decisions, and proven success in doing so, as well as leadership skills, especially under challenging business conditions - Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions - 4 Consolidated Financial Statements 5 Overviews financial instruments. However, this is only necessary if the acquisition or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consolidated Financial Statements of the BASF Group. For more information on risk management, see the Forecast from page 158 onward The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed from page 180 onward Compensation of the Board of Executive Directors is described in detail in the Compensation Report from page 183 onward Two-tier management system of BASF SE Board of Executive Directors A balanced age distribution to ensure the continuity of the Board's work and enable seamless succession planning appoints the Board of Executive Directors advises the Board of Executive Directors Supervisory Board Competence profile, diversity concept and succession planning for the Board of Executive Directors The Supervisory Board works hand in hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. BASF aims to fill most Board positions with leaders from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable individuals to the Supervisory Board. BASF's long-term succession planning is guided by the corporate strategy. It is based on systematic management development characterized by the following: - Early identification of suitable leaders of different professional backgrounds, nationalities and genders - monitors the Board of Executive Directors and is determined by the needs arising from cooperation within the Board of Executive Directors. The Supervisory Board considers six to be an appropriate number of Board members given the current business composition, future responsibilities associated with development and the fundamental organizational structure of the BASF Group. BASF Report 2020 169 The compensation of the Supervisory Board is presented in the Compensation Report from page 183 onward The Statutes of BASF SE and the Employee Participation Agreement can be found at basf.com/statutes and basf.com/en/corporate governance Personnel Committee Members Dr. Kurt Bock (chair, since June 18, 2020),* Dr. Jürgen Hambrecht (chair, until June 18, 2020),* Franz Fehrenbach, Sinischa Horvat,* Michael Vassiliadis Duties Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the employment contracts to be entered into with members of the Board of Executive Directors A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found from page 180 onward When making recommendations for appointments to the Board of Executive Directors, considers professional qualifications, international experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women Audit Committee Members Dame Alison Carnwath DBE (chair),* Tatjana Diether,* Franz Fehrebach (until February 29, 2020), Anke Schäferkordt (since March 1, 2020),* Michael Vassiliadis * BASF Report 2020 170 In the future, we will continue to expand and refine our portfolio through acquisitions that promise above-average profitable growth, are innovation-driven or offer a technological differentiation and help achieve a relevant market position, and make new, sustainable business models possible. Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to members of the Board of Executive Directors 3 Corporate Governance Corporate Governance Report Audit Committee, the Nomination Committee and the Strategy Committee. The Board of Executive Directors regularly informs the Supervisory Board about matters such as the course of business and expected developments, the financial position and results of operations, corporate planning, the implementation of the corporate strategy, business opportunities and risks, as well as risk compliance management. The Supervisory Board has embedded the main reporting requirements in an information policy. The chair of the Supervisory Board is in regular contact with the Board of Executive Directors, especially with its chair, outside of meetings as well. About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Corporate Governance Report 4 Consolidated Financial Statements 5 Overviews BASF SE's Supervisory Board has established a total of four Supervisory Board Committees: the Personnel Committee, the The current composition of the Board of Executive Directors meets the competence profile and the requirements of the diversity concept in full. ■ Supervisory Board appoints, monitors and advises Board of Executive Directors ■ Four Supervisory Board committees The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Executive Directors on management issues. As members of the Supervisory Board cannot simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the statutory gender quota for the Supervisory Board. The German Codetermination Act does not apply to BASF as a European stock corporation (Societas Europaea, SE). The Supervisory Board of BASF SE comprises 12 members. Six members are elected by the shareholders at the Annual Share- holders' Meeting. The remaining six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. In accordance with the resolution of the Annual Shareholders' Meeting on June 18, 2020, the period of appointment for newly elected members of the Supervisory Board was reduced from five to four years; and the Statutes were amended accordingly. This ensures that the maximum membership duration of 12 years up to which a Supervisory Board member can be classified as independent corresponds to a total of three election terms. In accordance with the German Corporate Governance Code (Code 2020), the Supervisory Board reduced the membership duration used as a basis for its independence rating from 15 to 12 years in December 2019. The meetings of the Supervisory Board and its committees are called by their respective chairs and, independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions in each case. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the chair of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through communication outside of the meetings, as long as no member objects to this form of passing a resolution. Supervision of company management by the Supervisory Board 2 Management's Report Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 172 for the criteria used to determine independence) About This Report In addition to climate-related risks, there are also opportunities. Our broad product portfolio includes, among other things, solutions for the circular economy and climate protection (such as insulation foams for buildings, materials for electromobility and bio-based products). Increased social awareness offers additional market opportunities for these products. We are working with numerous scientific and public organizations and initiatives on solutions for sustainable agriculture that meet economic, ecological, and social demands over the long term. Our decentralized specialists use a central decision tree to document reportable sustainability risks within the meaning of section 289b et seq. of the German Commercial Code. No reportable residual net risks within the meaning of section 289b et seq. of the German Commercial Code were identified for 2020. For more information on sustainability management, see page 42 onward For more information on energy and climate protection, see page 130 onward For more information on opportunities and risks from energy policies, see page 161 For more information on our positions on and contributions to climate protection, see basf.com/climate_protection BASF Report 2020 166 Risks to our production and our supply chain resulting from greater weather extremes (e.g. storms), highly fluctuating water levels and increased water temperatures are addressed by our risk management in production and in procurement. For example, we can no longer rule out extreme low-water situations or heat waves caused by climate change at our Verbund site in Ludwigshafen, Germany. In 2019/2020, we therefore implemented a package of climate resilience measures. Chapter 3 pages 167-211 Corporate Governance Corporate Governance Report 168 Compensation Report 183 Compliance 177 3 Report of the Supervisory Board to protect the environment) in publicly accessible sources (such as this annual report or on the BASF website) and in direct dialog with external stakeholders. 4 Consolidated Financial Statements 1 To Our Shareholders For more information on our acquisitions and divestitures, see page 51 onward Divestitures also play a key role in the development of our portfolio. Risks could arise from divestitures as a result of potential warranty claims or other contractual obligations, such as long-term supply agreements. between personal and professional life and promote healthy living. This increases BASF's appeal as an employer and retains our employees in the long term. For more information on the individual initiatives and our goals, see page 144 onward Sustainability Opportunities and risks that could arise from material sustainability topics can only rarely be measured in specific financial terms and have an impact on business activities, especially in the medium to long term. 5 Overviews We reduce potential risks in the areas of environmental protection, safety and security, health protection, product stewardship, compliance, supplier relationships and labor and social standards by setting ourselves globally uniform requirements. These often go beyond local legal requirements. Furthermore, ongoing climate change poses both opportunities and risks for BASF. As an energy-intensive company, climate-related risks arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legislation. In addition, BASF's emissions footprint and intensity could lead to a negative perception and reduced appeal among external stakeholders such as customers or investors. We counter these risks with our carbon management measures and by transparently disclosing our positions on and contributions to climate protection (such as political demands, progress in the implementation of our climate strategy and how our products help BASF Report 2020 165 About This Report 1 To Our Shareholders 2 Management's Report Opportunities and Risks 3 Corporate Governance We verify compliance with these standards through internal monitoring systems such as global surveys or audits. In 2020, for example, suppliers were audited for sustainability at a number of sites. Our global Code of Conduct was revised in 2020 to which all employees, managers and Board members are required to adhere. It defines a binding framework for our activities. The monitoring systems are complemented by grievance mechanisms such as our compliance hotlines. 203 Recruitment and long-term retention of qualified employees BASF anticipates growing challenges in attracting qualified employees in the medium and long term due to demographic change, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled with suitable applicants, or only after a delay. We address these risks with measures to integrate diversity, employee and leadership development, and intensified employer branding. At local level, demographic management includes succession planning, knowledge management and offerings to improve the balance Declaration of Conformity Pursuant to Supervisory Board appoints, monitors and advises Board of Executive Directors Shareholders exercise rights of co-administration and supervision at Annual Shareholders' Meeting The fundamental elements of BASF SE's corporate governance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Supervisory Board; the equal representation of shareholders and employees on the Supervisory Board; and the shareholders' rights of co-administra- tion and supervision at the Annual Shareholders' Meeting. Directors ■ Board of Executive Directors strictly separate from the Supervisory Board ■ Responsible for company management ■ Sets goals and strategic direction The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the Board of Executive Directors' activities and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of company management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's internal organization; and decides on the composition of manage- ment on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate bud- get, allocating resources and management capacities, monitoring and making decisions on significant individual measures, and super- vising operational management. The Board's actions and decisions are geared toward the company's best interests. It is committed to the goal of sustainably increasing the company's value. Among the Board's responsibilities is the preparation of the Consolidated and Separate Financial Statements of BASF SE and reporting on the company's financial and non- financial performance. Furthermore, it must ensure that the company's activities comply with the applicable legislation and regulatory requirements, as well as internal corporate directives. This includes the establishment of appropriate systems for control, compliance and risk management as well as establishing a company-wide compliance culture with undisputed standards. Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Procedure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the chair of the Board of Executive Directors. Board decisions are based on detailed information and analyzes provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally be made via a simple majority. In the case of a tied vote, the casting vote is given by the chair of the Board. However, the chair of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Executive Directors are authorized to make decisions individually in their assigned areas of responsibility. The Board can set up Board committees to consult and decide on individual issues such as proposed material acquisitions or divestitures; these must include at least three members of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board. Independently of the affected business area, these commissions carefully assess the planned measures and evaluate the associated opportunities and risks. Based on this information, they report and make recommendations to the Board. The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orientation with the Supervisory Board. The Statutes of BASF SE and the Supervisory Board have defined certain transactions that require the Board of Executive Directors to obtain the Supervisory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable 180 Board of Executive Directors manages company and represents BASF SE in business with third parties Corporate governance refers to the entire system for managing and supervising a company. This includes its organization, values, corporate principles and guidelines as well as internal and external control and monitoring mecha- nisms. Effective and transparent corporate governance ensures that BASF is managed and supervised responsibly with a focus on value creation. It fosters the confidence of our investors, the financial markets, our customers and other business partners, employees, and the public in BASF. BASF Report 2020 Corporate Governance Direction and management by the Board of Executive Board of Executive Directors. Report 180 Section 161 AktG 210 Supervisory Board 181 Declaration of Corporate Governance 168 About This Report 211 Consolidated Financial Statements 4 5 Overviews 2 Management's Report 1 To Our Shareholders 3 Corporate Governance Corporate Governance Report We Always Speak Up We Lead Integrity Sensitive Company - - We protect - Environmental Protection, Health and Safety - Gifts and Entertainment Conflicts of Interest - Information We Respect We Play Fair - Anti-Money Laundering Anti-Corruption Trade Control We Earn Trust Human Rights, Labor and Social Standards - Antitrust Laws BASF's Compliance Program is based on our corporate values and voluntary commitments, as well as international standards. It describes our commitment to responsible conduct and expectations around how all BASF employees interact with business partners, officials, coworkers and the community. At the core of our Compliance Program is the global, standardized Code of Conduct. All employees and managers are obligated to adhere to its guide- lines, which cover topics ranging from corruption and antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. Digital Responsibility Company Property 2 Management's Report - How We Make Decisions To Our Shareholders 1 About This Report 177 BASF Report 2020 Personal Data Participants in compliance training 61 internal audits conducted on compliance Code of Conduct to take part in basic compliance training, refresher courses and special tutorials dealing with, for example, antitrust legislation, taxes or trade control regulations. In addition, the new Code of Conduct contains a section dedicated to leading with integrity. Newly appointed senior executives therefore receive special training on compliance. Course materials and formats are constantly updated, taking into account the specific risks of individual target groups and business areas. In total, more than 42,000 participants worldwide received around 54,000 hours of compliance training in 2020. For more information on the BASF Code of Conduct, see basf.com/code_of_conduct We perform a systematic risk assessment to identify the risk of compliance violations, including corruption risks. These are conducted at divisional, regional and country levels. The regular compliance audits performed by the Corporate Audit department are another source of information for the systematic identification of risks. These risks are documented in the relevant risk or audit report. The same applies to specific risk minimization measures as well as the time frame for their implementation. Abiding by compliance standards is the foundation of responsible leadership. This has also been embedded in our values. We are convinced that compliance with these standards will play a key role in securing our company's long-term success. Our efforts are principally aimed at preventing violations from the outset. case studies, FAQs and additional references. A new internal online platform and the corresponding app are available to employees worldwide, providing them continuously with up-to-date content, interactive educational options as well as direct contact to subject specialists. BASF's global Code of Conduct from 2013 was thoroughly revised and republished in June 2020. The content of the new Code of Conduct is fundamentally the same as that of the previous global Code of Conduct but has been supplemented with specific additional topics. New sections include "Digital Responsibility" and "How We Make Decisions." A greater emphasis is placed on the importance of raising concerns openly and speaking up when our gut feeling tells us to. A further focus of the new version is its modern design, which offers employees more user-friendly features such as - Accurate Books and Records is the core of our Compliance Program More than 42,000 One key element in the prevention of compliance violations is compulsory training and workshops held as classroom or online courses. All employees are required within a prescribed time frame About This Report - Information on the auditor For more information, see Note 32 to the Consolidated Financial Statements on page 312 proposed for election at the Annual Shareholders' Meeting as BASF's auditor without further tendering processes up to and including the 2025 business year. Dr. Stephanie Dietz has been the auditor responsible for the Consolidated Financial Statements since auditing the 2020 Financial Statements. Since the 2020 Financial Statements, the auditor responsible for the Separate Financial Statements has been Stephan Kaiser. The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group companies for non-audit services, in addition to the auditing fee, was €1.2 million in 2020. This represents around 6.1% of the fees for auditing the financial statements. As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to disclose the purchase or sale of financial instruments of BASF SE (e.g., shares, bonds, options, forward contracts, swaps) to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungs- aufsicht) and to the company if transactions within the calendar year exceed the threshold of €20,000. In 2020, a total of 26 purchases by members of the Board of Executive Directors and the Supervisory Board and members of their families subject to disclosure were reported as directors' dealings, involving between 17 and 10,000 BASF shares or BASF ADRs (American Depositary Receipts). The price per share was between €38.99 and €66.49. The volume of the individual trades was between €978.29 and €479,087.94. The disclosed share transactions are published on BASF SE's website. For more information on securities transactions reported in 2020, see basf.com/en/directorsdealings Share dealings of the Board of Executive Directors and Supervisory Board¹ 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Corporate Governance Report 2 Management's Report To Our Shareholders 1 About This Report 175 BASF Report 2020 An overview of the BASF shares held by individual members of the Board of Executive Directors can be found at basf.com/shares-held The Annual Shareholders' Meeting of June 18, 2020, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Separate Financial Statements of BASF SE for the 2020 business year, as well as the corresponding management's reports. KPMG member firms also audit the majority of BASF Group companies included in the Consolidated Financial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements. A public call to tender was issued in 2015 to all auditors for the audit of the 2016 Consolidated and Separate Financial Statements, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the tendering process, the Audit Committee recommended to the Supervisory Board that it once again propose KPMG for election. After completing the tendering process, KPMG can now be Our Code of Conduct 1 Obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR) 176 We Care The structure of BASF's Code of Conduct ■ New Code of Conduct "We are BASF" ■ Regular compliance training for employees ■ Integrated into corporate values Compliance Program and Code of Conduct Our Group-wide Compliance Program aims to ensure adherence to legal regulations, the company's internal guide- lines and ethical business practices. Our employee Code of Conduct firmly embeds these mandatory standards into day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. Compliance 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compliance 2 Management's Report To Our Shareholders 1 BASF Report 2020 3 Corporate Governance Compliance Board of Executive Directors Consolidated Financial Statements Dr. Melanie Maas-Brunner (since February 1, 2021) Degree: Chemistry, 52 years old, 24 years at BASF Responsibilities until May 31, 2021: Advanced Materials & Systems Research; Bioscience Research; Process Research & Comparable German and non-German supervisory bodies: Solenis UK International Ltd. (member of the Board of Directors) First appointed: 2017, term expires: 2025 Degree: Chemistry, 50 years old, 22 years at BASF Responsibilities: Catalysts; Coatings; Dispersions & Pigments; Performance Chemicals; Advanced Materials & Systems Research (until January 31, 2021); BASF New Business (until January 31, 2021); Greater China; South & East Asia, ASEAN & Australia/New Zealand; Mega Projects Asia Dr. Markus Kamieth Saori Dubourg Wintershall AG (Chairman of the Supervisory Board) Comparable German and non-German supervisory bodies: Nord Stream AG (member of the Shareholders' Committee) Wintershall Dea GmbH (Chairman of the Supervisory Board until July 31, 2020, Deputy Chairman of the Supervisory Board since August 1, 2020) Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: Responsibilities: Corporate Finance; Corporate Audit; Global Business Services; Global Digital Services; Global Procurement First appointed: 2008, term expires: 2023 Vice Chairman of the Board of Executive Directors Degree: Law, 61 years old, 33 years at BASF Dr. Hans-Ulrich Engel First appointed: 2006, term expires: 2023 Chairman of the Board of Executive Directors Degree: Chemistry, 59 years old, 33 years at BASF Responsibilities: Corporate Legal, Compliance, Tax & Insurance; Corporate Development; Corporate Communications & Govern- ment Relations; Corporate Human Resources; Corporate Investor Relations Dr. Martin Brudermüller Degree: Business, 49 years old, 24 years at BASF Responsibilities: Agricultural Solutions; Care Chemicals; Nutrition & Health; Bioscience Research (until January 31, 2021); Chemical Engineering; BASF New Business Europe The composition of the Board of Executive Directors and the responsibilities of individual members are as follows: First appointed: 2017, term expires: 2025 Wintershall Dea GmbH (member of the Supervisory Board) No member of the Board of Executive Directors or the Supervisory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Further- more, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. 180 BASF Report 2020 Comparable German and non-German supervisory bodies: Inter Pipeline Ltd. (member of the Board of Directors since May 7, 2020) First appointed: 2012, term expires: 2021 Responsibilities until May 31, 2021: Monomers; Performance Materials; Petrochemicals; Intermediates; Process Research & Chemical Engineering (until January 31, 2021); Market & Business Development, Site & Verbund Management North America; Country Platforms North America Degrees: Chemical Engineering, MBA, 60 years old, 17 years at BASF Wayne T. Smith First appointed: 2021, term expires: 2024 Responsibilities from June 1, 2021: Corporate Environmental Protection, Health & Safety; European Site & Verbund Management; Global Engineering Services; Advanced Materials & Systems Research; Bioscience Research; Process Research & Chemical Engineering; BASF New Business Wintershall Dea GmbH (member of the Supervisory Board) Comparable German and non-German supervisory bodies: BASF Antwerpen N.V. (Chairman of the Administrative Council) Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: First appointed: 2011, term expires: 2024 Degree: MBA, 56 years old, 37 years at BASF Responsibilities until May 31, 2021: Corporate Environmental Protection, Health & Safety; European Site & Verbund Manage- ment; Global Engineering Services; South America Responsibilities from June 1, 2021: Monomers; Performance Materials; Petrochemicals; Intermediates; North America; South America Michael Heinz Internal memberships within the meaning of section 100(2) of the German Stock Corporation Act: 4 As part of its long-term succession planning and in line with its diversity concept, the Supervisory Board appointed Dr. Melanie Maas-Brunner as a member of the Board of Executive Directors on December 17, 2020. As of February 1, 2021, the Board of Executive Directors therefore temporarily comprises seven members and, following a transition period, will again be reduced to six members with the departure of Wayne T. Smith as of May 31, 2021. Some of the responsi- bilities within the Board of Executive Directors will be reallo- cated effective June 1, 2021, as a result of this change. Management and Supervisory Boards 178 BASF Report 2020 As prescribed by BASF's Code of Conduct and corporate values, we adhere to uniformly high standards and integrity regarding tax-related issues. To aid in the achievement of the U.N. SDGs and to meet our own standards for the creation of economic and social value, we contribute to public finances in accordance with legal requirements and our corporate values. BASF's Value to Society approach considers taxes paid by BASF to be a social advantage. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, there is an internal guideline to respect international labor and social standards that is applicable throughout the Group. Outside of our company, too, we support respect for human rights and the fight against corruption. We are a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. We monitor our business partners in sales for potential compliance risks based on the global Guideline on Business Partner Due Diligence using a checklist, a questionnaire and an internet-based analysis. The results are then documented. If business partners are not prepared to answer the questionnaire, we do not enter into a business relationship with them. A dedicated global Supplier Code of Conduct applies to our suppliers, which covers compliance with environmental, social and corporate governance standards, among other requirements. As part of our trade control processes, we also check whether persons, companies or organizations appear on sanction lists due to suspicious or illegal activities, and whether there are business processes with business partners from or in countries under embargo. BASF's Corporate Audit department monitors adherence to compliance principles, covering all areas in which compliance violations could occur. They check that employees uphold regula- tions and make sure that the established processes, procedures and monitoring tools are appropriate and sufficient to minimize potential risks or preclude violations in the first place. In 2020, 61 Group-wide audits of this kind were performed (2019: 86). Our compliance management system itself is also regularly audited by the internal Corporate Audit department, most recently in November 2018. Overall, the audits confirmed the effectiveness of the compliance management system. In 2020, 387 calls and emails were received by our external hotlines (2019: 408). The information received related to all categories of our Code of Conduct, including environmental and human rights issues, corruption and handling of company property. We carefully investigated all cases of suspected misconduct that came to our attention and, when necessary, took countermeasures on a case-by-case basis. These included, for example, improved control mechanisms, additional informational and training measures, clarification and expansion of the relevant internal regulations, as well as disciplinary measures as appropriate. Most of the justified cases related to personal misconduct in connection with the protection of company property, inappropriate handling of conflicts of interests or gifts and invitations. In such isolated cases, we took disciplinary measures in accordance with uniform internal standards and also pursued claims for damages where there were sufficient prospects of success. In 2020, violations of our Code of Conduct led to termination of employment in a total of 31 cases (2019: 52). This relates to all employee groups, including senior executives. are also open to the public. Each concern is documented according to specific criteria, properly investigated in line with standard internal procedures and answered as quickly as possible. The outcome of the investigation as well as any measures taken are documented accordingly and included in internal reports. We particularly encourage our employees to actively and promptly seek guidance if in doubt. They can consult their managers, specialist departments, such as the Legal department, and company compliance officers. The new internal platform and corresponding app also help employees to access advice by enabling direct contact. In addition, we have set up more than 50 external hotlines worldwide that our employees can use - including anonymously - to report potential violations of laws or company guidelines. All hotlines BASF's Chief Compliance Officer (CCO) reports directly to the Chairman of the Board of Executive Directors and manages the further development of our global compliance organization and our Compliance Management System. The CCO is supported in this task by the Corporate Compliance unit and more than 100 com- pliance officers worldwide in the regions and countries as well as in the divisions. Material compliance topics are regularly discussed in the compliance committees established at global and regional level. The CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major developments. In the event of signifi- cant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. Monitoring adherence to our compliance principles - We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guidelines within the company. Thanks to the early introduction of our compliance standards, which were consolidated in our global Code of Conduct in 2013 and republished in June 2020 in our currently applicable global Code of Conduct, these are firmly established and recognized. We expect all employees to act in line with these compliance principles. Managers play a key role here – they serve as an example of and communicate our values and culture both internally and externally. Compliance culture at BASF 5 Overviews About This Report There were six members on the Board of Executive Directors of BASF SE as of December 31, 2020. 1 To Our Shareholders 3 Corporate Governance Compliance 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Management and Supervisory Boards 2 Management's Report 1 To Our Shareholders About This Report 179 BASF Report 2020 For more information on human rights and labor and social standards, see basf.com/human_rights For more information on on tax principles, see basf.com/en/corporate governance For more information on the Code of Conduct, see basf.com/code_of_conduct For more information on the Supplier Code of Conduct and supplier assessments, see page 113 onward which are binding for all Group entities. In 2020, we developed and published our BASF tax principles, 5 Overviews 4 Consolidated Financial Statements 2 Management's Report Share ownership by members of the Board of Executive Directors and the Supervisory Board - At least 30% of members have international experience based on their background or professional experience Directors' and officers' liability insurance 2 Management's Report 1 To Our Shareholders About This Report 171 BASF Report 2020 Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 172 for the criteria used to determine independence) * The Supervisory Board's Rules of Procedure and its committees can be found at basf.com/supervisoryboard For an individual overview of meeting attendance, see basf.com/supervisoryboard/meetings For more information on the Supervisory Board's activities and resolutions in the 2020 business year, see the Report of the Supervisory Board from page 203 onward The meetings of the Supervisory Board and its committees since the beginning of the coronavirus pandemic in 2020 have been held in accordance with appropriate safety measures and in compliance with restrictions on assembly and travel as per the applicable infection prevention laws. They took place as in-person meetings with the additional option of virtual attendance via electronic communication and as completely virtual meetings solely via electronic communication. With the exception of one meeting, at which one member was absent, all respective members attended all meetings of the Supervisory Board. With the exception of two meetings of the Nomination Committee, at each of which one member was absent, and one meeting of the Audit Committee, at which one member was absent, all respective members attended all meetings of the Supervisory Board's committees. - The Strategy Committee did not meet. - - The Nomination Committee met twice. 3 Corporate Governance Corporate Governance Report - 4 5 Overviews The Supervisory Board strives to achieve a reasonable level of diversity with respect to character, gender, international repre- sentation, professional background, specialist knowledge and experience as well as age distribution, and takes the following composition criteria into account: Diversity concept For more information on the Supervisory Board's competence profile, see basf.com/supervisoryboard - At least one member with in-depth experience in human resources, society, communications and the media Specialist knowledge and experience in sectors outside of the chemical industry - At least one member with in-depth experience in digitalization, information technology, business models and start-ups - At least one member with in-depth experience in innovation, research & development and technology one independent member with accounting and auditing expertise ("financial expert") within the meaning of section 100(5) of the German Stock Corporation Act (AktG) - Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, law and compliance as well as Members' collective knowledge of the chemical sector and the related value chains _ The following requirements and objectives are considered essential to the composition of the Supervisory Board as a collective body: – Leadership experience in managing companies, associations and networks Competence profile One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. On December 21, 2017, the Supervisory Board therefore agreed on objectives for the composition, the competence profile and the diversity concept of the Supervisory Board in accordance with section 5.4.1 of the German Corporate Governance Code in the version dated February 7, 2017, and section 289f(2) no. 6 of the German Commercial Code (HGB). These were expanded on December 19, 2019, in particular with respect to the criteria for assessing independence, based on the new recommendations of the German Corporate Governance Code, which was revised and amended in 2019 (2020 Code). The guiding principle for the composition of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Directors of BASF SE. Individuals shall be nominated to the Annual Share- holders' Meeting for election to the Supervisory Board who can, based on their professional expertise and experience, integrity, commitment, independence and character, successfully perform the work of a supervisory board member at an international chemical company. ■ Composition criteria: professional and personal qualifications, diversity, and independence Competence profile, diversity concept and objectives for the composition of the Supervisory Board Consolidated Financial Statements - At least 30% women and 30% men The Personnel Committee met four times. The Audit Committee met six times. - Deals with follow-up assessments of key acquisition and investment projects - - Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, negotiates auditing fees, evaluates the quality of the audit, and establishes the conditions for the provision of the auditor's nonaudit services; the chair of the Audit Committee regularly discusses this with the auditor outside of meetings as well Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk management system, and the internal auditing system as well as compliance issues Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Consolidated Financial Statements and the Management's Reports including the Nonfinancial Statements and discusses the quarterly statements and the half-year financial report with the Board of Executive Directors prior to their publication - - Duties 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report - Is responsible for monitoring the internal process of identifying related party transactions and ensuring adherence to statutory approval and disclosure requirements; grants approval of related party transactions - - Is authorized to request any information that it deems necessary from the auditor or Board of Executive Directors; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections Pursuant to the German Corporate Governance Code, Dame Alison Carnwath DBE, chair of the Audit Committee, has special knowledge In the 2020 business year, meetings were held as follows: The Supervisory Board met seven times. Meetings and meeting attendance - Prepares resolutions of the Supervisory Board on the company's major acquisitions and divestitures - Handles the further development of the company's strategy Duties Dr. Kurt Bock (chair, since June 18, 2020),* Dr. Jürgen Hambrecht (chair, until June 18, 2020),* Dame Alison Carnwath DBE,* Franz Fehrenbach, Waldemar Helber,* Sinischa Horvat,* Michael Vassiliadis Members Strategy Committee - Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting - Identifies suitable individuals for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board Duties Dr. Kurt Bock (chair, since June 18, 2020),* Dr. Jürgen Hambrecht (chair, until June 18, 2020),* Prof. Dr. Thomas Carell,* Dame Alison Carnwath DBE,* Liming Chen (since December 17, 2020),* Dr. Alexander C. Karp (until July 22, 2020),* Franz Fehrenbach, Anke Schäferkordt* Members Nomination Committee of, and experience in, applying accounting and reporting standards and internal control methods and is familiar with the annual audit. A further financial expert on the Supervisory Board is the vice chair of the Supervisory Board, Franz Fehrenbach, who left the Audit Com- mittee in February 2020, after 12 years of service. Financial experts BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors' and officers' liability insurance). This policy pro- vides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG (10% of damages up to 1.5 times the fixed annual compensation). At least 50% of members have different educational backgrounds and professional experience Further composition objectives According to Article 59(1) of the SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to German stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, section 179(2) of the German Stock Corporation Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve on amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after a new issue of shares from authorized capital. The appointment and dismissal of members of the Board of Executive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84 and 85 AktG as well as Article 7 of the Statutes of BASF SE. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Direc- tors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chair, as well as one or more vice chairs. The members of the Board of Executive Directors are appointed for a maximum of five years. The maximum initial term of appointment is three years. Reappointments are permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence by the Annual Shareholders' Meeting. The Supervisory Board decides on appoint- ments and dismissals according to its own best judgment. As of December 31, 2020, the subscribed capital of BASF SE was €1,175,652,728.32, divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). Disclosures according to section 315a(1) of the German Commercial Code (HGB)1 and explanatory report of the Board of Executive Directors according to section 176(1) sentence 1 of the German Stock Corporation Act (AktG) For more information on the Declaration of Conformity 2020, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/corporate governance The joint Declaration of Conformity 2020 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 210 BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. BASF SE follows all of the recommendations of the German Corporate Governance Code in the version dated December 16, 2019 (Code 2020), the version in force on submission of the Declaration of Conformity. In the same manner, BASF follows all of the nonobligatory suggestions of the German Corporate Governance Code. ■ BASF SE follows all recommendations of German Corporate Governance Code Implementation of the German Corporate Governance Code shareholder rights and options for action were limited or handled in an exceptional manner at this virtual meeting. With a few amend- ments, these special policies are valid for Annual Shareholders' Meetings in 2021 as well. Due to assembly restrictions resulting from the coronavirus pan- demic, the 2020 Annual Shareholders' Meeting took place virtually without the physical presence of shareholders in accordance with special regulations prescribed by the COVID-19 Act passed by the lower house of the German parliament (Bundestag) in March 2020. To ensure legally compliant execution of this special Annual Shareholders' Meeting format, whereby shareholders participated solely via electronic communication, some of the aforementioned no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Share- holders' Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. Individual instructions are only forwarded to the company on the morning of the day of the Annual Shareholders' Meeting. Voting rights can be exercised according to shareholders' instructions by company- appointed proxies until the beginning of the voting process during the Annual Shareholders' Meeting. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of "one share, one vote." All shareholders entered in the share register are entitled to participate in the Annual Shareholders' Meetings, to have their say concerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. 5 Overviews Consolidated Financial Statements 4 By way of a resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, until May 2, 3 Corporate Governance Corporate Governance Report 1 In the version applicable to the Financial Statements and Management's Report for the 2020 fiscal year pursuant to Article 83 of the Introductory Act on the German Commercial Code (EGHGB) 174 For more information on bonds issued by BASF SE, see basf.com/bonds By contrast, employees of BASF SE and its subsidiaries who are classed as senior executives will still receive a severance payment if their contract of employment is terminated by BASF within 18 months of a change of control event, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change of control event. A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. The remaining specifications stipulated in section 315a(1) HGB refer to situations that are not applicable to BASF SE. An exceptional change of control compensation awarded to out- going members of the Board of Executive Directors has not existed since January 1, 2020, as of the introduction of the amended compensation system for the Board of Executive Directors, which was approved by the Annual Shareholders' Meeting on June 18, 2020. The general rule for severance payments granted for premature terminations of appointments to the Board of Executive Directors applies, which states that the maximum severance payment may not exceed the amount of two years' compensation; however, this may not exceed the compensation for the remaining period of the contract. Bonds issued by BASF SE and its subsidiaries grant the bearer the right to request early repayment of the bonds at nominal value if, after the date of issue of the bond, one person - or several persons acting together - hold or acquire a volume of BASF SE shares that corresponds to more than 50% of the voting rights (change of control), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days of the change of control event. exchange or by way of a public purchase offer directed to all shareholders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash payment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, particularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the shareholders' subscription right is excluded. The Board of Executive Directors is furthermore autho- rized to retire the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the retired shares. At the Annual Shareholders' Meeting on May 12, 2017, the Board of Executive Directors was authorized to purchase up to 10% of the shares in issue at the time of the resolution (10% of the company's share capital) until May 11, 2022. At the discretion of the Board of Executive Directors, the purchase can take place on the stock By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to May 11, 2022, by way of a resolution of the Annual Shareholders' Meeting on May 12, 2017. A right to subscribe to the bonds shall be granted to shareholders. The Board of Executive Directors is authorized to exclude the share- holders' subscription right in certain exceptional cases - as defined in Article 5(9) of the BASF SE Statutes. 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 million by issu- ing new shares against contributions in cash or in kind (authorized capital). A right to subscribe to the new shares shall be granted to shareholders. This can also be achieved by a credit institution acquiring the new shares with the obligation to offer these to shareholders (indirect subscription right). The Board of Executive Directors is authorized to exclude the statutory subscription right of shareholders to a maximum amount of a total of 10% of share capital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization does not exceed 10% of the shares currently in issue or, in eligible individual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report BASF Report 2020 At least 30% under the age of 60 2 Management's Report About This Report According to the Supervisory Board's own assessment, its current composition meets all of the requirements of the competence profile. With the court appointment of the new Supervisory Board member Liming Chen on October 8, 2020, the competence area of digitalization - which is key to the future viability of BASF - will continue to be fully covered, despite the departure of Alexander C. Karp on July 22, 2020. Status of implementation annual compensation of over 50% of the Supervisory Board compensation, they do not qualify as independent. Furthermore, if a Supervisory Board member or a related party of a Supervisory Board member holds more than 20% of the shares in a company in which BASF SE is indirectly or directly the majority shareholder, the necessary independence is also not met. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Corporate Governance Report 2 Management's Report 1 To Our Shareholders About This Report 172 BASF Report 2020 Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Shareholders' Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed three regular statutory periods in office, which will correspond to 12 years in the future. Independence: To ensure the independent monitoring and consultation of the Board of Executive Directors, the Supervisory Board should have an appropriate number of independent members on the board as a whole, and an appropriate number of independent shareholder representatives. The Supervisory Board deems this to be the case if more than half of the shareholder representatives and at least eight members of the Supervisory Board as a whole can be considered independent. The Supervisory Board's assessment of independence is based on the criteria in the new version of the German Corporate Governance Code, which was revised in 2019 (2020 Code). Among other things, this means that members of the Supervisory Board are no longer considered independent if they have been a member of the board for 12 years or longer. The Supervisory Board has additionally defined the following principles to clarify the meaning of independence: The independence of employee representatives is not compromised by their role as an employee representative or employment by BASF SE or a Group company. Prior membership of the Board of Executive Directors of BASF SE does not preclude independence following the expiry of the statutory cooling-off period of two years. Material transactions between a Supervisory Board member or a related party or undertaking of the Supervisory Board member on the one hand, and BASF SE or a BASF Group company on the other, exclude a member of the Supervisory Board from being qualified as independent. A material transaction is defined as one or more transactions in a single calendar year with a total volume of 1% or more of the sales of the companies involved in each case. In the same way, if a Supervisory Board member or a related party of a Supervisory Board member has a personal service or consulting agreement with BASF SE or one of its Group companies with an Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments to governing bodies and the recom- mendations of the German Corporate Governance Code must be complied with when accepting further appointments. - Character and integrity: All members of the Supervisory Board must be personally reliable and have the knowledge and experience required to diligently and independently perform the work of a supervisory board member. According to the Supervisory Board's assessment, nine (five share- holder representatives and four employee representatives) of the 12 current members are considered independent based on the above criteria. As of January 2020, shareholder representative Franz Fehrenbach is no longer classified as independent, because he has been a member of the Supervisory Board since January 2008 and no longer meets the criterion of a membership duration of less than 12 years. The same applies to employee representative Denise Schellemans, who has also been a member of the Supervisory Board since January 2008, and to employee representative Michael Vassiliadis, who has been a member of the Supervisory Board since August 2004. 1 To Our Shareholders For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the following section Commitments to promote the participation of women in leadership positions at BASF SE 173 BASF Report 2020 Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share register according to the German Stock Corporation Act. There are Shareholders exercise their rights of co-administration and supervision at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders' Meeting elects half of the members of the Supervisory Board and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. ■ One share, one vote ■ Shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting Shareholders' rights The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/corporate governance For more information on women in leadership positions in the BASF Group worldwide, see page 32 For more information on the inclusion of diversity, including promotion of women, see the chapter on Employees in the Management's Report on page 146 BASF views the further development and promotion of women as a global duty independent of individual Group companies. It has committed to ambitious targets that were further raised in 2020. The new target is to increase the proportion of women in leadership worldwide to 30% by 2030. BASF will continue to work systema- tically on expanding the percentage of women in its leadership team. To achieve this, global measures will be implemented and enhanced continuously. target-attainment period were reached ahead of schedule at the end of 2019. The Board of Executive Directors also decided on target figures for the proportion of women in the two management levels below the Board of Executive Directors of BASF SE: Women are to make up 12.1% of the leadership level directly below the Board, and the level below that is to comprise 7.3% women. This corresponds to the status at the time these target figures were determined. The deadline for achieving the goals for the second target-attainment period was set for December 31, 2021. The goals for the second As a target figure for the Board of Executive Directors, the Supervisory Board determined that, in accordance with section 111(5) AktG for the second target-attainment period after the law's entry into force, which began on January 1, 2017, the Board of Executive Directors should continue to have at least one female member. This represented 12.5% on the date the target was set (based on eight members of the Board of Executive Directors), and represents 16.7% as of January 1, 2020 (based on six Board members). With the appointment of Dr. Melanie Maas-Brunner to the Board of Executive Directors, effective as of February 1, 2021, there will be two female Board members. The proportion of women will be 33.3% upon Wayne T. Smith's departure on May 31, 2021. The supervisory board of a publicly listed European stock corporation (SE) that is composed of the same number of shareholder and employee representatives must, according to section 17(2) of the SE Implementation Act, consist of at least 30% women and 30% men. Since the 2018 Annual Shareholders' Meeting, the Supervisory Board of BASF SE comprises four women, of whom two are shareholder representatives and two are employee representatives, and eight men. The Supervisory Board's composition meets the statutory requirements. ■ Minimum quota on Supervisory Board, target figures for Board of Executive Directors and top management The independent Supervisory Board members are named under Management and Supervisory Boards from page 180 onward 12.0% 1 To Our Shareholders -3 pp 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders 1 About This Report 186 BASF Report 2020 - Current pensions are increased annually by 1% as of January 1. If the member of the Board of Executive Directors dies while receiving the annuity, the surviving spouse receives a survivor benefits pension corresponding to 60% of the annuity. The same applies for civil partners. · For conversion into an annuity, the actuarial parameters relevant at this point in time are used. The pension benefit is paid as a capital payment, possibly in as Imany as 10 installments. Moreover, there is the possibility of choosing an annuity (lifetime pension payment). For future entitlements from the new defined contribution pension commitment in the form of a capital investment model, the following applies: - Members of the Board of Executive Directors can choose a pen- sion allowance for private retirement savings instead of the defined contribution pension commitment. In this case, the defined annual pension contribution amount is paid in equal monthly installments as a gross amount to the member of the Board of Executive Directors. In this case, there is no further claim to benefits following the conclusion of the Board mandate, since the annual pension contribution is paid as a gross amount to the Board member in equal monthly installments during the term of the mandate. The pension benefits include disability and survivor benefits. The disability capital corresponds to the value of the pension account at the time the disability occurs, but at least to 80% of the sum of the pension contributions paid by the company. The surviving dependents capital corresponds to the value of the pension account at the time of death of the member of the Board of Executive Directors, but at least to 80% of the sum of the pension contributions paid by the company. For the purpose of building retirement assets (retirement capital), the company pays pension contributions into an investment model to be chosen by the company. The pension account is managed by an external provider. The performance of the paid-in contributions is determined by the returns generated by the investment model. However, each member of the Board of Executive Directors is guaranteed a benefit of least 80% of the amount of the pension contributions paid by the company. - Since January 1, 2020, the company offers members of the Board of Executive Directors a defined contribution pension commitment in the form of a capital investment model. The company grants the members of the Board of Executive Directors a fixed annual pension plan contribution: - Possibility to opt out in favor of an annual pension allowance - Pension entitlement: retirement, disability and surviving dependents' pensions Defined contribution pension commitment in the form of an external capital investment model Company pension benefits The previous pension benefits granted to members of the Board of Executive Directors (Board Performance Pension, deferred com- pensation program and basic coverage under BASF Pensionskasse) were discontinued as of January 1, 2020, and replaced by a new defined contribution pension. 3. Company pension benefits 4 5 Overviews Consolidated Financial Statements 4. Short-term incentive (STI) -4 pp -6 pp -5 pp 4.0% 0.3 The target ROCE for the variable compensation is one percentage point above the cost of capital percentage for the fiscal year, which is determined using the weighted average cost of capital (WACC) approach in accordance with the capital asset pricing model. A ROCE factor is assigned to each relevant ROCE value. If the ROCE is two percentage points or more below the target ROCE, the ROCE factor will decline at a faster rate. The ROCE factor will increase at a slower rate if the ROCE is two percentage points or more above the target ROCE. For more information on operating assets, see Value-Based Management on page 33 With the ROCE as the key performance indicator for the variable compensation, the short-term variable compensation is directly linked to the company's operating success and aligned with the BASF Group's financial goal of earning a premium on the cost of capital. The ROCE of the particular fiscal year serves as the key performance indicator for the success of the company when deter- mining the STI. ROCE is the ratio of income from operations (EBIT) of the segments in relation to the average operating assets of the segments, plus the customer and supplier financing not included there. For each fiscal year, an STI with a one-year performance period is granted. The STI is based on the achievement of operational and strategic goals as well as the return on capital employed (ROCE), which is relevant for the compensation of all employees. The actual STI amount is paid out after the Annual Shareholders' Meeting in the following year. than 6 percentage points below the target ROCE. if the actual ROCE is more Supervisory Board is required A special resolution by the The payout is limited to 200% of the target amount (cap). The payment occurs after the Annual Shareholders' Meeting following the fiscal year. 0.8 1.0 1.2 - The amount of the STI is based on the achievement of set operational and strategic targets as well as the BASF Group's ROCE. One-year performance period 1.5 factor ROCE ROCE factor Short-term incentive (STI) 5 Overviews Target achievement 4 Consolidated Financial Statements 2 Management's Report 1 About This Report 184 BASF Report 2020 b The amount represents the target or maximum amount for the 2020 fiscal year for regularly granted fringe benefits. If one-off fringe benefits and/or transfer-related fringe benefits are granted in individual cases, the maximum amounts specified for this also apply. a Payment after the Annual Shareholders' Meeting following the four-year performance period €2,800,000ª corresponds to 200% of the annual target amount €1,400,000ª Cap Payment after the Annual Shareholders' Meeting for the past fiscal year Annual target corresponds to 200% of the annual target amount €1,000,000ª €2,000,000ª Cap Annual target with four-year performance period 5. Long-term incentive (LTI) Performance Share Plan 4. Short-term incentive (STI) with one-year performance period Components of the compensation system also include a withhold- ing and clawback clause for variable compensation components as well as a Share Ownership Guideline, which obliges members of the Board of Executive Directors to hold a defined number of shares for the length of their Board mandate and beyond. Since January 1, 2020, the compensation system for the Board of Executive Directors contains the components listed in the overview with the target and maximum amounts valid for the 2020 fiscal year. €500,000ª €100,000 corresponds to 200% of the annual target amount Fixed annual pension contribution To Our Shareholders 3 Corporate Governance Compensation Report 2 Management's Report 4 To Our Shareholders 1 About This Report 185 The members of the Board are covered by a directors' and officers' liability insurance (D&O insurance) concluded by the company, which includes a deductible. This policy provides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 of the German Stock Corporation Act. rental costs and school fees at the assignment location, or the granting of a basic allowance and the assumption or reimbursement of additional taxes. The fringe benefits granted by the company are capped. BASF Report 2020 Members of the Board of Executive Directors receive various fringe benefits, in some instances event-related fringe benefits. The regu- larly provided fringe benefits include accident insurance premiums, transportation and benefits from the provision of security measures by the company. The one-time, event-related fringe benefits include, inter alia, security measures at the member's private residence upon initial appointment to the Board of Executive Directors. The delega- tion-related fringe benefits for members of the Board of Executive Directors who are based abroad include fringe benefits to cover additional costs of transfers, such as assumption of prevailing local 2. Nonmonetary compensation and other additional compensation (fringe benefits) The annual fixed salary for a member of the Board of Executive Directors has been €800,000 since January 1, 2017. The fixed salary for the chair of the Board of Executive Directors is two times the value for a Board member, and 1.33 times this value for the vice chair. The fixed salary is a set amount of yearly compensation paid out in equal installments. It is regularly reviewed by the Supervisory Board and adjusted, when appropriate. 1. Fixed salary Individual compensation components Company pension benefits ~13% Regular fringe benefits -1% Fixed salary ~21% a In individual cases, slight deviations are possible due to rounding. Short-term incentive (STI) ~27% Long-term incentive (LTI) -38% Relative proportions of the compensation components in annual target total remunerationa The relative proportions of the individual compensation components in the target total remuneration of members of the Board of Executive Directors are: 5 Overviews Consolidated Financial Statements 3 Corporate Governance Compensation Report Annual target 202 200 150% 100% ≥125% 0 0.5 1.0 1.5 The payout of the STI is determined as follows: STI Target STI ROCE factor Performance factor payout (gross) The payout is limited to 200% of the target amount (cap). For more information on the determination of the cost of capital percentage, see Value-Based Management on page 33 BASF Report 2020 187 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews 75% 5. Long-term incentive (LTI) <50% Performance factor 10.0% 8.0% 16.0% If the actual ROCE is more than 6 percentage points above the target ROCE, the ROCE factor is increased by 0.05 for each full percentage point. -2 pp -1 pp Target ROCE +1 pp +2 pp +3pp +4 pp +5 pp +6 pp >6 pp The ROCE factor is 1.0 if the ROCE achieved in the fiscal year is one percentage point above the weighted cost of capital percentage (based on the WACC in accordance with the capital asset pricing model) for that year, meaning an appropriate premium on the cost of capital was earned. In calculating ROCE, adjustments are made for negative and posi- tive special items resulting from acquisitions and divestitures (for example, integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of plus or minus 1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) there- fore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. The Supervisory Board sets a maximum amount for the STI (cap). The current cap is €2,000,000 for a member of the Board of Execu- tive Directors. The maximum amount for the chair of the Board of Executive Directors is two times this value, and 1.33 times this value for the vice chair. For the fiscal year 2020, the target ROCE was 10% with a cost of capital percentage of 9%. This figure is reviewed and communicated annually. In order to assess the sustainable performance of the Board of Executive Directors, each year the Supervisory Board sets a target agreement with the Board of Executive Directors as a whole. The target agreement contains: One-year operational targets, primarily earnings, financial and operational excellence targets. This includes, for example, EBIT before special items. - One-year strategic targets relating to the further development of BASF, primarily targets for growth, portfolio optimization, invest- ment and R&D strategy, digitalization, sustainability and BASF corporate values. These targets are in line with the outlook published in the forecast. A performance factor with a value between 0 and 1.5 is determined on the basis of the target achievement ascertained by the Supervi- sory Board. A target achievement rate of 100% equates to a value of 1.0 for the performance factor. Target achievement and performance factor Target achievement Values between these figures are interpolated 100% The LTI plan incentivizes the achievement of strategic goals and takes into consideration the development of the BASF share and dividend (Total Shareholder Return) over a period of four years. The LTI is also offered with slight variations to senior executives of the BASF Group. Four-year performance period 188 Target achievement About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews 250% Strategic target 1: Grow sales volumes faster than global chemical production every year Strategic target 2: Increase EBITDA before special items by 3% to 5% per year Strategic target 3: Grow CO2-neutrally until 2030 200% 150% 100% 100% 50% 200 Target achievement 250% 250% 200% BASF Report 2020 Long-term incentive (LTI) For the LTI plan 2020 (performance period 2020-2023) the following targets as communicated by the BASF corporate strategy (see BASF Report 2019, page 27) apply: Determination of target achievement: For each of the three stra- tegic targets, at the beginning of the four-year performance period the Supervisory Board defines a target value, which corresponds to a target achievement of 100%, as well as a minimal value, a maxi- mum value and a target achievement curve. The payout amount is determined by the achievement of three agreed strategic targets (growth, profitability, sustainability) and the performance of the BASF share plus the dividends paid (total shareholder return). The payout is limited to 200% of the target amount (cap). The payout occurs in May following the Annual Shareholders' Meeting after the end of the four-year performance period. Grant (year 1) LTI target amount ÷ Share price at grant date - Preliminary number of (virtual) performance share units (PSUs) Achievement of strategic targets over a Payout (after year 4) four-year performance period Strategic target 1: Growth Grow sales volumes faster than global chemical production every year Strategic target 2: Profitability Increase EBITDA before special items by 3% to 5% per year Strategic target 3: Sustainability Grow CO2 neutrally (<21.9 million metric tons CO2 equivalents per year) || = Final number of (virtual) PSUs Share price at end date +Σ dividends LTI payout (gross); Cap at 200% of target amount Grant: For each fiscal year, an LTI plan with a four-year performance period will be granted. The target amount will be converted into a preliminary number of virtual performance share units (PSUs). To undertake this conversion, the target amount is divided by the aver- age price of the BASF share in the fourth quarter of the year prior to the beginning of the respective plan. Targets and target achievement: At the beginning of the four-year performance period, the Supervisory Board defines three strategic targets. Depending on the achievement of these strategic targets over the four-year performance period, the number of PSUs can increase or decline. To determine this, the number of provisional PSUs at the end of the four years is multiplied by the weighted target achievement rate for the three strategic targets. Payout: The final number of PSUs determined in this way is multi- plied by the average share price of the BASF share in the fourth quarter of the last year of the four-year performance period plus the cumulative dividend payments in the four fiscal years of the perfor- mance period. The payout amount of the LTI therefore reflects not only the achievement of the strategic targets but also the develop- ment of BASF's total shareholder return. The actual LTI amount is paid out after the Annual Shareholders' Meeting in the year following the end of the four-year performance period. The payout is limited to 200% of the target amount (cap). For each strategic target, the target achievement rate is determined on an annual basis. At the end of the four-year performance period, the arithmetic mean of the four annual target achievement rates is calculated. The resulting average target achievement rates for the individual strategic targets are combined according to the defined weighting to reach a weighted target achievement. The preliminary number of PSUs is multiplied by the weighted target achievement in order to determine the final number of PSUs. Cap €50,000b Annual target ■ The starting point for setting the four-year targets is the EBITDA before special items in the year before ■ the start of the four-year performance period. The target achievement for the entire performance period 2020-2023 is calculated as the arithmetic mean of the degree of target achievements of each of the four years. 22.9 21.9 20.9 19.9 18.9 Emissions in million metric tons of CO2 equivalents ■ With emissions of 21.9 million metric tons of CO2 equivalents per year, the target achievement is 100% (target value). ■ With emissions of 24.9 million metric tons of CO2 equivalents per year or more, the target achievement is 0 (minimum value). ■ With emissions of 18.9 million metric tons of CO2 equivalents per year or less, the target achievement is 200% (maximum value). ■ Intermediate values are determined by linear interpolation. 17.9 ■ The target achievement for the entire performance period 2020-2023 is calculated as the arithmetic mean of the degree of target achievements of each of the four years. BASF Report 2020 189 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Share Ownership Guideline For the duration of their mandate, members of the Board of Execu- tive Directors are obligated to hold a defined number of shares in the company. The number of shares that must be held for a longer term is determined at the beginning of the Board of Executive Directors mandate (for current members of the Board of Executive Directors as of January 1, 2020) and generally corresponds to a value repre- senting 150% of the member's annual gross fixed salary on that date. The conversion into a number of shares to be held is carried out using the average price of the BASF share in the fourth quarter of the year prior to the start of the first-time share ownership guideline. ■ Intermediate values are determined by linear interpolation. The number of shares to be held rises accordingly with any increase in the amount of fixed salary. The share ownership obligation ends two years after the end of the mandate of the member of the Board of Executive Directors (post-mandate share ownership obligation). When members are first appointed to the Board of Executive Direc- tors, they have until the end of the fourth calendar year following the initial appointment to fulfill this share ownership obligation (built-up phase). The built-up phase also applies for members of the Board of Executive Directors who were members as of January 1, 2020, regardless of when they were first appointed, with the stipulation that the share ownership obligation be fulfilled by December 31, 2023. ■ If EBITDA before special items increases by 7% or more, the target achievement is 200% (maximum value). With an EBITDA before special items increase -2.4% -1.9% -1.4% -0.9% -0.4% 0.1% 0.6% 1.1% 1.6% 2.1% 2.6% BASF sales growth versus growth in global chemical production ■ The target is 100% achieved if BASF grows 0.1 percentage points faster than global chemical production (target value). ■If this target value is undercut by two percentage points or more, the target achievement is 0% (minimum value). ■ If the target value is exceeded by two percentage points or more, the target achievement is 200% (maximum value). ■ Intermediate values are determined by linear interpolation. ■ The target achievement for the entire performance period 2020-2023 is calculated as the arithmetic mean of the degree of target achievements of each of the four years. 0% 0% 0% 1% 2% 3% 4% 5% 6% 7% 8% 0% 25.9 24.9 23.9 ■ Increase in EBITDA before special items by 4% (i.e., in the middle of the communicated target corridor of 3% to 5%), the target achievement is 100% (target value). 0% Withholding and clawback clause Members of the Board of Executive Directors must acquire the shares with after-tax net income. It was confirmed to the Supervisory Board that, taking into account the build-up phase, all members of the Board of Executive Directors held the required number of BASF shares or ADRs¹ as of December 31, 2020. Prof. Dr. Thomas Carell, Munich, Germany*1 Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none none Member of the Supervisory Board since: May 12, 2017 Memberships of statutory supervisory boards in Germany: Sinischa Horvat, Limburgerhof, Germany*2 Vice Chairman of the Supervisory Board of BASF SE Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF's Joint Works Council and of the BASF Works Council Europe Stihl Holding AG & Co. KG4 (member of the Advisory Board) Linde plc³ (member of the Board of Directors) Stihl AG³ (Stihl Holding AG & Co. KG group company) (vice chair) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: Vice Chairman of the Supervisory Board of BASF SE Chairman of the Supervisory Board of Robert Bosch GmbH Member of the Supervisory Board since: January 14, 2008 Memberships of statutory supervisory boards in Germany: Robert Bosch GmbH4 (chair) Franz Fehrenbach, Stuttgart, Germany¹ Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Bayerische Motoren Werke Aktiengesellschaft³ (member) Member of the Supervisory Board since: June 18, 2020 Memberships of statutory supervisory boards in Germany: Fuchs Petrolub SE³ (chair) Former Chairman of the Board of Executive Directors of BASF SE (until May 2018) Chairman of the Supervisory Board of BASF SE Dr. Kurt Bock, Heidelberg, Germany*1 The term of office of the Supervisory Board commenced following the Annual Shareholders' Meeting on May 3, 2019, in which the shareholder representatives on the Supervisory Board were elected. In accordance with the applicable article of the Statutes as of the date of election, it terminates upon conclusion of the Annual Shareholders' Meeting that resolves on the discharge of members of the Supervisory Board for the fourth complete business year after the term of office commenced; this is the Annual Shareholders' Meeting on April 25, 2024. The Chairman of the Supervisory Board, Dr. Jürgen Hambrecht, resigned his Supervisory Board mandate as of the conclusion of the Annual Shareholders' Meeting on June 18, 2020. The Annual Shareholders' Meeting on June 18, 2020, appointed Dr. Kurt Bock to the Supervisory Board as his successor, who was elected as the new Chairman of the Supervisory Board in the subsequent Supervisory Board meeting. The Supervisory Board member Dr. Alexander C. Karp resigned from the Supervisory Board at the end of the Supervisory Board meeting on July 22, 2020. The Ludwigshafen local court (Amtsgericht) appointed Liming Chen as a substitute member effective October 8, 2020. Accord- ingly, the Supervisory Board comprises the following members: In accordance with the Statutes, the Supervisory Board of BASF SE comprises 12 members Supervisory Board 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Supervisory Board 2 Management's Report Dame Alison Carnwath DBE, Exeter, England*1 Senior Advisor Evercore Partners The withholding and clawback provisions remain unchanged for the STI and LTI. In the event that a Board member commits a serious infringement of the Code of Conduct of BASF Group or of the duty of care as a member of the management of the company, this pro- vision allows for a reduction or cancellation of not yet paid variable compensation as well as the clawback of variable compensation paid out since January 1, 2018. In the years 2019 and 2020, no use was made of the possibility to claw back, reduce or cancel the not yet paid variable compensation. Member of the Supervisory Board since: May 2, 2014 Memberships of statutory supervisory boards in Germany: Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: 1 BASF ADRs (American Depositary Receipts); four BASF ADRS correspond to one BASF share. BASF Report 2020 190 IBM Financing and Leasing Company Ltd.4 (chair, intragroup membership) 2 Employee representative 1 Shareholder representative Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 172 for the criteria used to determine independence) Memberships of comparable domestic and foreign supervisory intragroup membership) bodies of commercial enterprises: none IBM Solution and Services (ShenZhen) Company Ltd.4 (chair, IBM (China) Company Ltd.4 (chair, intragroup membership) IBM Global Services (DaLian) Company Limited 4 (chair, intragroup membership) none Member of the Supervisory Board since: May 3, 2019 Memberships of statutory supervisory boards in Germany: Professor for Organic Chemistry at Ludwig Maximilian University ship) Munich IBM China Investment Company Ltd.4 (chair, intragroup member- Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Member of the Supervisory Board since: October 8, 2020 Memberships of statutory supervisory boards in Germany: Chairman of IBM Greater China Group Liming Chen, Beijing, China*1 Broadwell Capital Limited 4 (non-executive member of the Board of Directors) BP plc (non-executive director until January 15, 2021) PACCAR Inc.³ (independent member of the Board of Directors) Coller Capital Ltd.4 (non-executive member of the Board of Directors) Zürich Versicherungs-Gesellschaft AG (Zurich Insurance Group AG group company) 4 (independent, non-executive member of the Board of Directors) Zurich Insurance Group AG³ (independent, non-executive member of the Board of Directors) none 50% 50% ☐ 100% 100% 100% By taking into account the total shareholder return (development of the share price and dividend), the new LTI enables both members of the Board of Executive Directors and shareholders to participate in the sustainable development of the company. · The strategic target "yield" refers to an annual return on capital employed (ROCE) above the cost of capital percentage. The ROCE serves as the key performance indicator for determining the performance bonus (short-term incentive, STI). The strategic targets "growth," "profitability" and "CO2-neutral growth until 2030" are represented in the new long-term incentive (LTI) program. The final number of performance share units (PSUs) is determined based on the level of target achieve- ment for the three strategic targets over the entire four-year period of the LTI program. The compensation of the Board of Executive Directors is determined by the company's size, complexity and financial position, as well as the performance of the Board of Executive Directors as a whole (Gesamtvorstand). It is designed to contribute to sustainable corpo- rate development and the achievement of strategic corporate goals. The long-term strategic goals communicated as part of BASF's strategy form the key performance indicators for the short-term and long-term variable compensation and thus foster the sustainable development of the company. Principles simplified system of compensation for members of the Board of Executive Directors has been applicable since January 1, 2020, for all service contracts for members of the Board of Executive Directors. This report meets the disclosure requirements of the German Com- mercial Code, supplemented by the additional requirements based on the German Act on the Disclosure of Management Board Remu- neration (VorstOG) as well as the German Act on the Appropriate- ness of Management Board Remuneration (VorstAG), and is aligned with the recommendations of the German Corporate Governance Code (GCGC) in the version dated December 16, 2019. The existing system of compensation for the Board of Executive Directors was amended as of January 1, 2020, by resolution of the Supervisory Board in order to meet the changed requirements from the 2020 fiscal year onward arising from the German Act Implementing the Second E.U. Shareholder Rights Directive (ARUG II), which also entered into force on January 1, 2020, and from the German Corpo- rate Governance Code (GCGC) in the version dated December 16, 2019. The amended compensation system for members of the Board of Executive Directors was approved by the Annual Share- holders' Meeting on June 18, 2020. Significant changes apply to the variable compensation and the pension benefits. The amended and The one-year variable compensation is 70% below the prior-year level (sum of performance bonus part 1 and part 2) Members of the Board of Executive Directors voluntary relinquished 20% of their fixed compensation in the second quarter of 2020 New compensation system for Board of Executive Directors applied for the first time in 2020 This report outlines the main principles of the compensation for the Board of Executive Directors and discloses the amount and structure of the compensation of each Board member. Furthermore, it provides information on end-of- service undertakings with respect to members of the Board of Executive Directors, as well as information on the com- pensation of Supervisory Board members. Compensation Report 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders 1 About This Report 182 BASF Report 2020 4 Not publicly listed 3 Publicly listed 2 Employee representative The compensation of the Board of Executive Directors is marked by a pronounced variability in relation to the performance of the Board of Executive Directors as a whole and the BASF Group's success. The external and internal appropriateness of the Board's compensa- 1 Shareholder representative tion is reviewed by an independent external auditor on a regular basis. DAX companies in Germany and globally operating com- panies in the rest of Europe¹ serve as an external reference. Based on a proposal by the Personnel Committee, the Supervisory Board determines the structure and amount of compensation of members of the Board of Executive Directors. In the event of signifi- cant amendments, but at least every four years, the compensation system resolved by the Supervisory Board is presented to the Annual Shareholders' Meeting for approval. Payment in equal instalments €800,000ª Annual amount 3. Company pension benefits 2. Fringe benefits 1. Fixed salary 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders 1 About This Report compensation Performance-related related compensation Non-performance- Overview of compensation system 183 BASF Report 2020 1 The European peer group for the 2019 appropriateness review comprised the following companies: ABB, Air Liquide, Akzo Nobel, BAE Systems, Bayer, BHP, BMW, BP, Continental, Daimler, DSM, E.ON, EDF, Henkel, Linde, Rolls Royce, Royal Dutch Shell, Siemens, Solvay, Thyssenkrupp, Total, Volkswagen. In very exceptional cases (such as a severe economic crisis), the Supervisory Board can temporarily deviate from the components of the compensation system (procedures and rules on the compensa- tion structure and amount as well as relating to the individual com- pensation components) for the Board of Executive Directors, if this is in the interest of the long-term well-being of the company. For more information on the Supervisory Board and its committees, see page 181 and from page 205 onward For internal comparison, the compensation of senior executives and employees of BASF SE is considered in total as well as over time. Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 172 for the criteria used to determine independence) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none none Denise Schellemans, Brecht, Belgium² Full-time trade union delegate none Member of the Supervisory Board since: April 29, 2016 Memberships of statutory supervisory boards in Germany: Deputy Chairman of the Works Council of BASF SE, Ludwigshafen Site Waldemar Helber, Otterbach, Germany*2 Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none none Member of the Supervisory Board since: May 4, 2018 Memberships of statutory supervisory boards in Germany: Member of the Works Council of BASF SE, Ludwigshafen Site, and of the BASF Works Council Europe Tatjana Diether, Limburgerhof, Germany*2 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Supervisory Board 2 Management's Report 1 To Our Shareholders About This Report 181 BASF Report 2020 4 Not publicly listed 3 Publicly listed IBM Factoring (China) Company Ltd.4 (chair, intragroup membership) Inspur Power Commercial Systems Company Ltd.4 (chair, intragroup membership) 150% Member of the Supervisory Board since: January 14, 2008 Memberships of statutory supervisory boards in Germany: none The following member left the Supervisory Board on June 18, 2020 Dr. Jürgen Hambrecht, Neustadt an der Weinstraße, Germany*1 Chairman of the Supervisory Board of BASF SE (until June 18, Member of the Supervisory Board since: May 3, 2019 Memberships of statutory supervisory boards in Germany: Dr. Alexander C. Karp, Palo Alto, California*1 CEO Palantir Technologies Inc. The following member left the Supervisory Board on July 22, 2020 Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none Daimler Truck AG³ (member) Daimler AG³ (member) Trumpf GmbH & Co. KG4 (chair) Memberships of comparable domestic and foreign supervisory Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: Wayfair Inc.³ (non-executive director) bodies of commercial enterprises: none RAG Aktiengesellschaft³ (vice chair) Henkel AG & Co. KGaA³ (member) Vivawest GmbH4 (member) Chairman of the Mining, Chemical and Energy Industries Union Member of the Supervisory Board since: August 1, 2004 Memberships of statutory supervisory boards in Germany: Steag GmbH4 (member) About This Report Michael Vassiliadis, Hannover, Germany² Bayerische Motoren Werke Aktiengesellschaft³ (member since May 14, 2020) Member of the Supervisory Board since: December 17, 2010 Memberships of statutory supervisory boards in Germany: Serviceplan Group Management SE, 4 partner with unlimited liability of Serviceplan Group SE & Co. KG (member) Anke Schäferkordt, Cologne, Germany*1 Member of the Supervisory Board Memberships of comparable domestic and foreign supervisory Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises: none V & B Fliesen GmbH4 (member) Member of the Supervisory Board since: May 4, 2018 Memberships of statutory supervisory boards in Germany: AbbVie Komplementär GmbH4 (member) Regional Manager of the Rhineland-Palatinate/Saarland branch of Memberships of statutory supervisory boards in Germany: IG BCE Member of the Supervisory Board since: May 2, 2014 Former Chairman of the Board of Executive Directors of BASF SE (until May 2011) Roland Strasser, Riedstadt, Germany*2 Memberships of comparable domestic and foreign supervisory 2020) bodies of commercial enterprises: none bodies of commercial enterprises: none Two times this value for the chair of the Board of Executive Directors and 1.33 times this value for the vice chair Employee-related matters investors from the rest of Europe hold a further 12% of capital. Approximately 36% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX 30 companies with the largest percentage of private shareholders. Chemicals Actual Development Compared With Outlook for 2020 Business Review by Segment The BASF Group's Business Year Integration of Sustainability Innovation Value-Based Management Our Targets and Status of Target Achievement in 2020 Our Strategic Action Areas Customer Focus Our Strategy Corporate Strategy How We Create Value The BASF Group 17 TCFD Recommendations Index. Overview Manage- ment's Report 2 Chapter 2 pages 16-166 15 BASF Report 2020 Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com For more information about BASF stock, see basf.com/share Analysts and investors have confirmed the quality of our financial market communications. The Investor Relations Society recognized BASF with the Best Practice Award 2020 in the categories "Best Communication of ESG" and "Most Effective Use of Digital Commu- nications." In the annual survey conducted by Britain's IR Magazine, we were named the best company for IR in the materials sector. Institutional Investor magazine also honored BASF with first place in the categories "Best Investor Day" and "Best IR Program" in the chemicals sector. In 2020, we offered special events aimed at investors who base their investment decisions on sustainability criteria. We outlined in par- ticular our programs to reduce CO2 emissions and on the circular economy. In addition, we issued our first green bond in 2020 and took this opportunity to inform credit analysts and creditors about our targets and measures for a more sustainable future. The bond has a term of seven years, a volume of €1.0 billion and an annual coupon of 0.25%; it serves to finance sustainable projects and the develop- ment of sustainable products in the BASF Group. numerous one-on-one meetings, as well as at roadshows and con- ferences worldwide, and give private investors an insight into BASF at informational events. BASF on the Capital Market Nonfinancial Statement Disclosures 5 Overviews Responsible Conduct Along the Value Chain 18 Material Investments and Portfolio Measures 50 158 155 152 152 27 Opportunities and Risks Outlook 2021 Economic Environment in 2021 2222332 42 35 110 28 26 Forecast 24 144 20 Employees 121 Environmental Protection, Health and Safety. 116 Raw Materials 19 113 Supplier Management 26 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 5.87 6.44 4.83 € -1.15 9.17 5.12 6.62 4.42 € Price-earnings ratio (P/E ratio) BAS GY 4.00 Payout ratio Dividend yieldb BAS Dividend per share Adjusted earnings per share Earnings per share DE000BASF111 055262505 59.4 61.9 55.5 84.3 81.1 BASFY (ADR) 3.21 € 3.00 To Our Shareholders 1 About This Report 14 BASF Report 2020 b Based on year-end share price a Average, Xetra trading BASFn.DE 7.3 11.8 13.9 20.0 36 63 47 68 % 5.10 4.90 5.30 3.38 3.40 % 3.30 3.30 3.20 3.10 50 Economic Environment 52 Results of Operations. Supplier management Emergency response and corporate security Energy and climate protection Biodiversity Process safety The BASF Group Topics Anti-corruption and bribery matters Respect for human rights Social matters Environmental matters Business model Emissions to air NFS disclosure 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Overview To Our Shareholders 1 About This Report 17 BASF Report 2020 In the version applicable to the Financial Statements and Management's Report for the 2020 fiscal year pursuant to Article 83 of the Introductory Act on the German Commercial Code (EGHGB) 1 Nonfinancial Statement (NFS) disclosures in the relevant chapters of the integrated report Product stewardship Steering of product portfolio Transportation and storage Pages 121 and 137 (targets, measures, results) Pages 121 and 126-128 (targets, measures, results) Page 32 (targets) Page 113-115 (targets, measures, results) Page 32 (targets) Pages 121 and 125 (targets, measures, results) Pages 121 and 130-136 (targets, measures, results) Page 32 (targets) Page 142-143 (targets, measures, results) Pages 121 and 123-124 (targets, measures, results) Page 32 (targets) Pages 20-23 Concepts and results Supplier management Compliance Responsibility for human rights International labor and social standards Supplier management Social commitment Compensation and benefits Competition for talent Employee engagement Supplier management Learning and development International labor and social standards Health protection What we expect from our leaders Dialog with employee representatives Inclusion of diversity Occupational safety Management of waste and contaminated sites Water The content of this section is voluntary, unaudited information, which was critically read by the auditor. billion € [ ] The content of this section is not part of the statutory audit but has undergone a separate audit with limited assurance by our auditor. You can find more information in this report. For more information, see page 30 108 We are making our value chains, processes, products and business models more circular with our circular economy program. Regional Results 107 Non-Integral Oil and Gas Business 106 Other 100 Agricultural Solutions 94 Nutrition & Care Materials 89 83 Industrial Solutions 78 72 Care elements of the circular 69 67 63 Financial Position 61 Net Assets 56 Surface Technologies About This Report 1 To Our Shareholders The following symbols indicate further information: Further information BASF supports the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Disclosures recom- mended by the TCFD are presented in a number of places through- out this report. The table on page 19 shows the sections and sub- sections in which the relevant information can be found. The table is divided into four key areas in line with the TCFD recommendations: governance, strategy, risk management, and metrics and targets. Financial Disclosures Recommendations of the Task Force on Climate-related section 317(2) sentence 6 HGB, the auditor checked that the disclo- sures according to section 315d HGB were made. The Consolidated Declaration of Corporate Governance in accor- dance with section 315d HGB in connection with section 289f HGB can be found in the Corporate Governance chapter from page 167 onward and is a component of the Management's Report. It com- prises the Corporate Governance Report including the description of the diversity concept for the composition of the Board of Execu- tive Directors and the Supervisory Board (excluding the disclosures required by takeover law in accordance with section 315a(1) HGB), compliance reporting and the Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act. Pursuant to Consolidated Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB1 The Compensation Report including the description of the principles of the compensation system in accordance with section 315a(2) HGB can be found in the Corporate Governance chapter from page 183 onward, and the disclosures in accordance with section 315a(1) HGB (takeover-related disclosures) from page 174 onward. They form part of the Management's Report, which is audited as part of the annual audit. Compensation Report and disclosures in accordance with section 315a HGB¹ Within the scope of the annual audit, KPMG checked pursuant to section 317(2) sentence 4 HGB that the NFS was presented in accordance with the statutory requirements. KPMG also conducted a limited assurance of the NFS. An assurance statement of the limited assurance can be found online at basf.com/nfs-audit-2020. The assurance was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international assurance standards for sustainability reporting. - Anti-corruption and bribery matters Respect for human rights Social matters - Employee-related matters Environmental matters - - The table on the following page shows the sections and subsections in which the individual disclosures can be found. In addition to a description of the business model, the NFS includes disclosures on the following matters, to the extent that they are required to under- stand the development and performance of the business, the Group's position and the impact of business development on the following matters: The NFS disclosures can be found in the relevant sections of the Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative Standards ("Comprehensive" application option) and the reporting requirements of the U.N. Global Compact. Nonfinancial Statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) The Management's Report comprises the chapter of the same name on pages 16 to 166, as well as the disclosures required by takeover law, the Compensation Report and the Declaration of Corporate Governance, which are presented in the Corporate Governance chapter. The Nonfinancial Statement (NFS) is integrated into the Management's Report. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Overview You can find more information online. The content of these links are voluntary disclosures that were not audited by the auditor. Market capitalization December 31 BASF11 918.5 DAX 30 3.5% EURO STOXX 50 DAX 30 Dec Nov Oct Sep Aug Jul Jun May Apr EURO STOXX 50 -3.2% 60 70 ■ EURO STOXX 50 ■ MSCI World Chemicals ■ BASF share ■ DAX 30 80 9.0% 5.4% 90 7.1% 4.9% 2010-2020 100 10.3% Weighting of BASF shares in important indexes as of December 31, 2020 MSCI World Chemicals 14.8% MSCI World Chemicals. BASF Report 2020 1.95 1.95 2.20 2.60 2.50 2.70 2.80 3.00 2.90 3.10 3.20 3.30 3.30 € per share Dividend per share BASF on the Capital Market 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 12 6.0% 2.3% 5.5% 4.3% 1.70 110 2.8% 4 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 11 BASF Report 2020 Wayne T. Smith Dr. Melanie Maas-Brunner Dr. Markus Kamieth Michael Heinz Consolidated Financial Statements Vice Chairman of the Board of Executive Directors Saori Dubourg Dr. Hans-Ulrich Engel, Dr. Martin Brudermüller, As part of its long-term succession planning, the Supervisory Board appointed Dr. Melanie Maas- Brunner as a member of the Board of Executive Directors on December 17, 2020. As of Feb- ruary 1, 2021, the Board of Executive Directors therefore temporarily comprises seven members and, following a transition period, will again be reduced to six members with the departure of Wayne T. Smith as of May 31, 2021. The Board of Executive Directors of BASF SE The Board of Executive Directors of BASF SE 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Chairman of the Board of Executive Directors 5 Overviews BASF on the Capital Market BASF on the Capital Market 120 2015-2020 BASF share 2.3% Mar Feb Jan 60 70 80 90 90 100 ㅎ 110 120 Long-term performance of BASF shares compared with indexes Average annual increase with dividends reinvested The assets of an investor who invested €1,000 in BASF shares at the end of 2010 and reinvested the dividends in additional BASF shares would have increased to €1,614 by the end of 2020. This represents an annual yield of 4.9%. the European EURO STOXX 50 index lost 3.2%. The global industry index MSCI World Chemicals gained 14.8%. Assuming that dividends were reinvested, BASF's share perfor- mance rose by 2.3% in 2020. The DAX 30, the benchmark index of the German stock market, rose by 3.5% over the same period, while The BASF share closed the 2020 stock market year at €64.72, a decrease of 3.9% compared with the previous year's closing price (€67.35). After the significant downturn in share prices caused by the pandemic in the first half of 2020, BASF's share price recovered and stabilized over the second half of the year but remained slightly below the prior-year closing price. ■ Assuming that dividends were reinvested, BASF's share performance rose by 2.3% ■ BASF share price declines 3.9% in 2020 BASF share performance With dividends reinvested; indexed Change in value of an investment in BASF shares in 2020 Despite the exceptionally high economic burden caused by the coronavirus pandemic, a dividend of €3.30 per share is to be proposed to the Annual Shareholders' Meeting, as in the previous year. Based on the year-end share price for 2020, BASF shares continue to offer an attractive dividend yield of around 5.1%. In 2020, the stock markets were dominated by the spread of the coronavirus and the resulting social and economic effects. 5.0% Page 45-46 (targets, measures, results) Employees becoming shareholders For more information on employee share purchase programs, see page 144 88.16 70.96 € 39.04 56.20 58.40 79.64 56.70 € 68.29 74.49 97.67 80.38 97.46 € 64.72 67.35 60.40 91.74 88.31 € 2020 2019 2018 2017 2016 88.31 64.77 53.31 Further information on BASF share 918.5 918.5 918.5 918.5 million shares Number of shares December 31 4.1 2.9 2.9 2.1 2.9 million shares 219.2 187.6 229.6 185.7 201.9 million € Reuters (Xetra trading) Bloomberg (Xetra trading) Pink Sheets / OTCQX Deutsche Börse International ticker symbols ISIN International Securities Identification Number United States (CUSIP number) Germany Securities code numbers Our corporate strategy aims to create long-term value. We support this strategy through regular and open communication with all capital market participants. In light of the coronavirus pandemic, we mainly used virtual formats such as video or conference calls for dialog in 2020. We engage with institutional investors and rating agencies in In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2020, for example, around 27,600 employees (2019: around 25,400) purchased employee shares worth €61.1 million (2019: €70.5 million). ■ BASF issues first green bond Close dialog with the capital market о United Kingdom/Ireland 8% Rest of Europe 12% By region, rounded Rest of world 4% Not identified 9% Shareholder structure With over 700,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the share- holder structure carried out at the end of 2020 showed that, at around 20% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 11%. Shareholders from the United Kingdom and Ireland hold 8% of BASF shares, while Broad base of international shareholders Based on the year-end share price for 2020, BASF shares offer a high dividend yield of around 5.1%. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 30. As in the previous year, a dividend of €3.30 per share is to be pro- posed to the Annual Shareholders' Meeting, a payment of €3.0 bil- lion to shareholders. Due to the exceptionally high economic burden caused by the coronavirus pandemic, which also impacted the BASF Group's free cash flow, the proposed dividend per share will not be increased for the first time since the 2009 business year. Proposed dividend of €3.30 per share 2020 2019 20% United States/Canada 2018 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2006 ÏÏBAS 2017 47% Germany BASF - a sustainable investment ■ CDP again awards BASF Leadership status Daily trade in sharesa Year average Year low Year-end price Year high Key BASF share data Around 30 financial analysts regularly publish studies on BASF. The latest analyst recommendations for our shares as well as the aver- age target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. Analysts' recommendations For more information on the procurement of certified palm oil and palm kernel oil, see page 116 onward For more information on air and soil, see page 137 For more information on the key sustainability indexes, see basf.com/sustainabilityindexes For more information on energy and climate protection, see page 130 onward BASF continued to be included in the MSCI ESG Ratings in 2020 with the second-highest score of AA. The analysts highlighted BASF's Verbund system as a key competitive advantage for resource-efficient processes. BASF's emissions intensity for green- house gases and air pollutants - one of the lowest compared with competitors in the chemical industry - was also assessed positively. BASF participated in the CDP's "Forest” assessment for the first time in 2020 and was ranked A-. As a participant in various value chains, BASF is committed to ending deforestation in these supply chains. One of BASF's measures to protect the forests is its volun- tary commitment to source 100% of its palm oil and palm kernel oil from certified sustainable sources by 2020. We met this target in 2020. implement its sustainable water management target at all relevant production sites (Verbund sites and sites in water stress areas). BASF on the Capital Market 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 13 BASF Report 2020 In the CDP assessment for sustainable water management, BASF again achieved the top grade of A and thus Leadership status. The assessment takes into account how transparently companies report on their water management activities and how they reduce risks such as water scarcity. CDP also evaluates the extent to which product developments can contribute to sustainable water manage- ment for customers of the companies assessed. BASF continues to BASF has participated in the program established by the interna- tional organization CDP (formerly the Carbon Disclosure Project) for reporting on data relevant to climate protection since 2004. CDP is an international organization representing around 515 investors with over $106 trillion in assets and more than 150 major organizations with $4 trillion in purchasing power. In 2020, BASF again scored an A- on CDP's Climate List, giving it Leadership status. In the scoring framework used by CDP in 2020, BASF was ranked among the best 25% of the participating chemical companies. To achieve its climate target of CO2-neutral growth until 2030, BASF is continually optimiz- ing existing processes and is increasingly using energy from renew- able sources. BASF is also developing completely new low-emission production processes. The company bundles this work in its ambi- tious carbon management. ■ BASF continues to be included in MSCI ESG Ratings with score of AA ■ Virtual formats facilitate dialog during coronavirus pandemic Pages 121 and 129 (targets, measures, results) Pages 121 and 137–138 (targets, measures, results) Overview Pages 121 and 139-141 (targets, measures, results) 2 Materials - Performance Materials - Monomers 18% - Dispersions & Pigments 3 6 Industrial Solutions - Performance Chemicals - Catalysts 5 4 Surface Technologies 28% 13% - Coatings - Intermediates Chemicals About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 14% The BASF Group At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protection and social responsibility. The approximately 110,000 employ- ees in the BASF Group work on contributing to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is divided into the Chemicals, Materi- als, Industrial Solutions, Surface Technologies, Nutrition & Care and Agricultural Solutions segments. Organization of the BASF Group Structure of BASF Percentage of total sales in 2020 - Petrochemicals 1 The BASF Group Care Chemicals 5 Nutrition & Care we contribute to our customers' success 4% 3 4 Our divisions bear operational responsibility here and are organized according to sectors or products. They manage our 52 global and regional business units and develop strategies for the 75 strategic business units. Broad portfolio Smart Verbund concept production, technology, market, digitalization In around 90 countries 6 segments, 11 operating divisions, 75 strategic business units for greater customer proximity, increased competitiveness and profitable growth The regional and country units represent BASF locally and support the growth of business units with local proximity to customers. For financial reporting purposes, we organize the regional divisions into four regions: Europe; North America; Asia Pacific; South America / Africa/Middle East. Together with the development units in our operating divisions, the three global research divisions - Process Research & Chemical Engi- BASF Report 2020 20 Page 32 (targets) Organizational development Other 7 In line with BASF's corporate strategy, the operating divisions, ser- vice units, the regions and a Corporate Center have formed the cornerstones of the BASF organization since January 1, 2020. We have streamlined our administration, sharpened the roles of ser- 10% - Nutrition & Health 6 Agricultural Solutions - Agricultural Solutions 13% 7 2 We have 11 divisions grouped into six segments: Chemicals: Petrochemicals, Intermediates - - Materials: Performance Materials, Monomers Industrial Solutions: Dispersions & Pigments, Performance Chemicals Surface Technologies: Catalysts, Coatings Nutrition & Care: Care Chemicals, Nutrition & Health - Agricultural Solutions: Agricultural Solutions We take a differentiated approach to steering our businesses according to market-specific requirements and the competitive environment. We provide a high level of transparency around the results of our segments and show the importance of the Verbund and value chains to our business success. BASF aims to differenti- ate its businesses from their competitors and establish a high- performance organization to enable BASF to be successful in an increasingly competitive market environment. 19 BASF Report 2020 vices and regions, and simplified procedures and processes. These organizational changes have created the conditions for greater customer proximity, increased competitiveness and profitable growth. c We report comprehensively on climate-related opportunities and risks in reporting to CDP on data relevant to climate protection. 4 Consolidated Financial Statements 5 Overviews Overview Recommendations of the Task Force on Climate-related Financial Disclosures in the relevant chapters of the integrated report Topic Governance 3 Corporate Governance Disclose the organization's governance around climate-related risks and opportunities. Section/explanation Describe the board'sa oversight of climate-related risks and opportunities. Corporate Governance Report - Direction and management by the Board of Executive Directors Report of the Supervisory Board - Supervisory Board meetings Describe management's role in assessing and managing climate-related Integration of Sustainability - Our organizational and management structures risks and opportunities. Page Pages 168-169 Pages 204-205 Pages 42-43 Strategy Recommended disclosures 2 Management's Report 1 To Our Shareholders About This Report Page 32 (targets) d Climate-related risks are identified, assessed and managed as part of the general risk management process. Pages 121 and 122-123 (targets, measures, results) Page 150 (targets, measures, results) Page 32 (targets) Page 146-147 (targets, measures, results) Page 145-146 (targets, measures, results) Pages 121 and 124 (targets, measures, results) Page 150-151 (targets, measures, results) Page 148 (targets, measures, results) Page 32 (targets) Page 145 (targets, measures, results) Page 147-148 (targets, measures, results) Page 149 (targets, measures, results) Page 47-49 (targets, measures, results) Page 150-151 (targets, measures, results) Page 32 (targets) Page 113-115 (targets, measures, results) Page 111-112 (targets, measures, results) Page 177-179 (targets, measures, results) Page 32 (targets) Page 113-115 (targets, measures, results) BASF Report 2020 18 Disclose the actual and potential impacts of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material. Describe the climate-related risks and opportunities the organization has Opportunities and Risks - Short-term opportunities and risks identified over the short, medium, and long term.c Page 113-115 (targets, measures, results) Page 32 (targets) Opportunities and Risks - Long-term opportunities and risks Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks. Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. Energy and climate protection - Global goals and measures Water Global goal and measures Integration of Sustainability - Steering of product portfolio based on sustainability performance Energy and climate protection - Strategy Energy and climate protection - Global goals and measures Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. Energy and climate protection - Strategy Water Strategy Pages 131-133 a Refers to the Supervisory Board Pages 130-131 Pages 131-133 Pages 130-131 Page 139 Pages 45-46 b Refers to the Board of Executive Directors and senior executives Describe the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning. Integration of Sustainability - Steering of product portfolio based on sustainability performance Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. Pages 139-140 Pages 45-46 Pages 159-160 Metrics and targets Integration of Sustainability - Steering of product portfolio based on sustainability performance Opportunities and Risks - Short-term opportunities and risks Opportunities and Risks - Long-term opportunities and risks Pages 161-163 Pages 164-166 Pages 135-136 Pages 45-46 Pages 161-163 Pages 164-166 Risk management Disclose how the organization identifies, assesses, and manages climate-related risks. Describe the organization's processes for identifying and assessing climate-related risks.d Describe the resilience of the organization's strategy, taking into In 2020, we enhanced and refined our long-term strategic scenarios and worked on their quantitative consideration different climate-related scenarios, including a 2°C or lower implementation in order to include these in our strategic steering going forward. scenario. Describe the organization's processes for managing climate-related risks. Opportunities and Risks - Risk management process Opportunities and Risks - Long-term opportunities and risks Opportunities and Risks - Risk management process Pages 164-166 Opportunities and Risks - Risk management process Pages 159-160 Pages 159-160 Carbon management as a climate protection tool Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management. 500d 1,340 3,244 3,566 4,567 Option rights that have not yet been exercised on retirement are to be continued under the conditions of the program including the 4,014 Total compensation for previous Board members and their surviving dependents amounted to €12.5 million in 2020 (2019: €11.5 mil- lion). This figure also contains payments that previous Board mem- bers have themselves financed through the deferred compensation program, as well as the income for 2020 relating to option rights that previous members of the Board still hold from the time of their active service period. Moreover, this figure contains non-compete com- pensation paid to a former member of the Board of Executive Direc- tors. The increase in total compensation resulted from two opposing effects: On the one hand, the fair value measurement of option rights resulted in income of €0.7 million overall in 2020, mainly due to the higher accounting valuation of the option rights due to the increased share price (2019: expense of €0.6 million). On the other hand, the inclusion of the non-compete compensation led to an expense of €2.0 million in 2020. Former members of the Board of Executive Directors If a Board member's appointment is revoked within one year follow- ing a change-of-control event, the Board member will receive the contractually agreed payments for the remaining contractual term of mandate as a one-off payment; however, this amount also may not exceed the value of two years' compensation. The outstanding pension contributions until the end of the regular contractual term of office shall be paid as a one-time gross payment. The following applies to end of service due to a change-of-control event: A change-of-control event, in terms of this provision, occurs when a shareholder informs BASF of a shareholding of at least 25%, or the increase of such a holding. appropriate, also the expected total compensation for the current fiscal year. 8,154 72,090 This rule no longer applies for any member who was appointed to the Board of Executive Directors after January 1, 2017. In the event that a member of the Board of Executive Directors appointed before 2017 retires from employment before the age of 60, either because their appointment was not extended or was revoked for an important reason, they are entitled to pension bene- fits under the system in effect until 2019 if they have served on the Board for at least 10 years or if the period until they reach legal retirement age is less than 10 years. The company is entitled to offset compensation received for any other employment against pension benefits until the legal retirement age is reached. End-of-service benefits a In the 2019 fiscal year, the present value of the defined benefit obligation for the pension entitlements accrued until the end of 2019 by Sanjeev Gandhi, who left the Board of Executive Directors as of Decem- ber 31, 2019, amounted to €4,824 thousand. 6,251 66,484a 6,417 5,797 7,100 15,201 16,253 14,081 16,219 6,611 There is a general limit on severance pay (severance payment cap) for all Board members. Accordingly, payments made to a Board member upon premature termination of their contract, without seri- ous cause, may not exceed the value of two years' compensation, including fringe benefits, nor compensate more than the remaining term of the contract. The severance payment cap is to be calculated on the basis of the total compensation for the past fiscal year and, if 500d 500 500 10,654 3,252 18,171 3,859 1,123 10,654 Company pension benefits Service cost Pension contribution / pension allowance Total compensation in accordance with GCGC 2017 387 500 500 500d 500 500 500 491 500 500 387 699 491 500 500 500 500 500 699 19,490 166,272 2020 24,880 22,684 Wayne T. Smith 24,880 22,684 Dr. Markus Kamieth Total 24,880 22,684 Michael Heinz Wayne T. Smith 30,268 30,168 Total Dr. Hans-Ulrich Engel 11,880 22,684 Saori Dubourg Michael Heinz 44,024 45,368 Dr. Martin Brudermüller Dr. Hans-Ulrich Engel 2019 2020 Saori Dubourg 1,393 151,247 Dr. Markus Kamieth 160,812ª Accounting valuation of multiple-year variable compensation (LTI programs) a In the 2019 fiscal year, 24,880 option rights were granted to Sanjeev Gandhi, who left the Board of Executive Directors as of December 31, 2019. 6,983 Total Wayne T. Smith Dr. Markus Kamieth Michael Heinz Dr. Hans-Ulrich Engel Dr. Martin Brudermüller Saori Dubourg Thousand € Present value of the defined benefit obligation The present value of pension benefits (defined benefit obligation) is an accounting figure for the entitlements that the Board members have accumulated in their years of service at BASF. The table below shows the defined benefit obligations for the pension entitlements accrued until the end of 2020 (as of December 31 in each case). The values for the company pension benefits granted to the mem- bers of the Board of Executive Directors in 2020 are shown individ- ually in the tables "Compensation granted in accordance with GCGC 2017" and "Compensation allocated in accordance with GCGC 2017." Effective January 1, 2020, the company offers mem- bers of the Board of Executive Directors a defined contribution pension commitment in the form of a capital investment model. The company grants the members of the Board of Executive Directors a fixed annual pension plan contribution. The pension entitlements acquired until December 31, 2019, under the previous company pension system are maintained as vested rights and upon retire- ment, disability or death can be accessed by the member of the Board of Executive Directors or by the surviving dependents as a company pension or retirement capital in accordance with the pre- vious rules. Company pension benefits 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders 1 About This Report 199 BASF Report 2020 For more information on the LTI program, see page 149 and from page 310 onward The performance share units granted to the members of the Board of Executive Directors resulted in the following expenses in 2020 (2019: not applicable): Dr. Martin Brudermüller: expense of €642 thousand; Dr. Hans-Ulrich Engel: expense of €427 thousand; Saori Dubourg: expense of €321 thousand; Michael Heinz: expense of €321 thousand; Dr. Markus Kamieth: expense of €321 thousand; Wayne T. Smith: expense of €909 thousand. The expenses reported below are purely accounting figures that do not equate with the actual inflows from the LTI at the end of the four-year performance. In 2020, the performance share units granted as part of the new LTI resulted in an expense. This expense refers to the total of all perfor- mance share units from the LTI program 2020 and is calculated as the difference in the fair value of the performance share units on December 31, 2020, compared with the fair value on December 31, 2019. The fair value of the performance share units is based primarily on the expected development of the BASF share price and the divi- dend as well as assumptions relating to the expected weighted level of target achievement for the three strategic targets in the four- year performance period. The outstanding option rights held by the members of the Board of Executive Directors resulted in the following expenses in 2020: Dr. Martin Brudermüller: expense of €266 thousand (2019: expense of €464 thousand); Dr. Hans-Ulrich Engel: expense of €152 thousand (2019: expense of €339 thousand); Saori Dubourg: expense of €136 thousand (2019: expense of €66 thousand); Michael Heinz: expense of €172 thousand (2019: expense of €334 thousand); Dr. Markus Kamieth: expense of €203 thousand (2019: expense of €124 thousand); and Wayne T. Smith: expense of €914 thousand (2019: expense of €298 thousand). The expenses reported below are purely accounting figures that do not equate with the actual gains should options be exercised. Each member of the Board of Executive Directors may decide individually on the timing and scope of the exercise of options of the LTI pro- grams, while taking into account the terms and conditions of the program. In 2020, the option rights granted resulted in an expense. This expense refers to the total of all option rights from the LTI programs 2012 to 2020 and is calculated as the difference in the fair value of the option rights on December 31, 2020, compared with the fair value on December 31, 2019, considering the option rights exer- cised and granted in 2020. The fair value of the option rights is based primarily on the development of the BASF share price and its relative performance compared with the benchmark index, the MSCI World Chemicals Index. 2019 4,067 50% of the 2019 performance bonus (2019-2022) 7,654 500 557 557 3,000 312 836 840 840 1,400 846 1,393 1,393 4,400 500 1,140 1,000 0 2,000 800 1,000 0 2,000 800 20,634 800 800 800 Short-term incentive 2020 800 28 100 36 800° 800° 800° 800c 800° 800c Fringe benefits Total Regularly provided fringe benefits Event-related fringe benefits Delegation-related fringe benefitsa One-year variable compensation 36 40 40 600 46 593 593 3,600 340 323 3,600 36 40 40 100 46 36 1,000 2,867 0 1,000 0 2,000 1,736 0 4,254 LTI program 2020 (2020-2028)b 274 0 1,454 274 0 1,454 0 1,000 1,454 1,400 0 2,800 1,400 0 2,800 1,400 0 2,800 Total 2,857 3,514 840 LTI performance share plan 2020 (2020-2023) 2,000 0 1,000 0 2,000 Multiple-year variable compensation 1,221 1,674 0 4,254 1,221 1,674 0 4,254 1,312 50% of the 2019 performance bonus (2019-2022), deferral component 800 800 800 LTI program 2019 (2019-2027) 421 421 512 ་་་་ 19 100 500 304 3,000 1,123 1,123 4,400 2,000 20,634 1,641 27,443 760d 800 760 800 760 800 1,011 1,064 1,520 1,600 2020 2019 2020 800d 2019 2019 2020 2019 2020 2019 2020 2019 of Executive Directors Wayne T. Smith Dr. Markus Kamieth Michael Heinz Saori Dubourg Dr. Hans-Ulrich Engel Vice Chairman of the Board 2020 Dr. Martin Brudermüller Chairman of the Board of Executive Directors 760d 56 Event-related fringe benefits Regularly provided fringe benefits - - 432 297 19 28 36 46 40 36 62 60 59 69 56 60 323 340 593 46 40 36 494 356 62 69 62 Fringe benefits Fixed salarya Thousand € Plus allocated actual annual variable compensation (short-term incentive 2020) 485 485 485 Plus allocated actual annual variable compensation (performance bonus, part 1) -40 -40 -40 Less voluntary relinquishment of salary (20% of fixed salary) in second quarter of 2020 LTI performance share plan 2020 (2020-2023) -34 -34 -34 285 Less difference between target amount and market value at grant date for -1,000 -1,000 -1,600 -1,600 -1,600 Less granted 2019 performance bonus (2019-2022), (one-year component and deferral components) Less granted short-term incentive 2020 in connection with GAS 17 Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB 11,154 1,623 4,359 3,743 800 -1,000 285 285 Plus allocated multiple-year variable actual compensation LTI 2012 (2012-2020) Less service cost Allocation in accordance with GCGC 2017 The "Compensation allocated in accordance with the German Corporate Governance Code (GCGC) 2017" presented comprises the fixed and variable compensation components actually allocated, plus the pension benefits granted to each member of the Board of Executive Directors in the reporting years (2020: pension contribution; 2019: service cost for previous pension plan) even though these do not actually represent payment in the narrower sense. Compensation allocated in accordance with the German Corporate Governance Code (GCGC 2017) 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Compensation Report 2 Management's Report 11,154 1 To Our Shareholders About This Report 197 BASF Report 2020 d Wayne T. Smith opted for the pension allowance for private retirement savings. 3,501 2,137 -500 -491 3,278 1,752 -500 -699 2,725 1,742 -500 -387 a Figures only reported under 2020 (min.) / 2020 (max.) if delegation-relation fringe benefits were granted in the year 2020. b Members of the Board of Executive Directors had the opportunity to participate for the last time in the BASF option program as of July 1, 2020, based on their performance bonus (gross) for the year 2019. The option rights granted are a component of the compensation for the Board of Executive Directors for the fiscal year 2019. c Payment was made partly in local currency abroad based on a theoretical net salary in Germany. Total compensation Less pension contribution / pension allowance 431 557 20,634 312 Delegation-related fringe benefits 2,117 2,143 3,146 3,202 Total compensation in accordance with GCGC 2017 500f 500 500 500 665 1,000 491 699 2,345 387 366 573 500 491 500 699 1,893 500 387 500 704 665 366 704 1,000 2,039 1,585 20,634 41,268 2019 2020 Dr. Martin Brudermüller Number of performance share units (PSUs) granted In 2020, members of the Board of Executive Directors were for the first time granted Performance Share Units (PSUs) under the new LTI program. The following table shows the number of PSUs granted as of January 1. Number of option rights granted The table below shows the options granted to the Board of Execu- tive Directors on July 1 of both reporting years. Option rights under the BASF option program were granted for the last time in 2020. The members of the Board of Executive Directors each voluntarily relinquished 20% of their fixed salary for the period from April 1, 2020, until June 30, 2020. 5 Overviews Consolidated Financial Statements 4 1,708 3 Corporate Governance Compensation Report 1 To Our Shareholders About This Report 198 BASF Report 2020 2020, at the end of the regular term of the LTI program 2012, exercise gains that were realized in 2017 were allocated to Wayne T. Smith in accordance with the special conditions of the U.S. LTI program. f Wayne T. Smith opted for the pension allowance for private retirement savings. e d Payment was made partly in local currency abroad based on a theoretical net salary in Germany. c The basis for the short-term incentive (STI) is the ROCE factor and the performance factor in year the STI is granted. 100% of the actual STI is paid out. a The members of the Board of Executive Directors each voluntarily relinquished 20% of their fixed annual salary for the period from April 1 until June 30, 2020. b The basis for the performance bonus, part 1, is the ROCE factor and the average of the operating performance factor (OPF) and the strategic performance factor (SPF) in the year the performance bonus was granted. This includes contributions made to the deferred compensation program. 50% of the actual performance bonus is paid out; the remaining 50% of the actual performance bonus is not paid out for another three years (deferral component). 2,299 2,116 2,138 2,030 2 Management's Report 573 1,799 1,625 969 Performance bonus 2019 (2019-2022), part 1b 285 485 285 485 285 485 285 485 379 644 570 644 969 1,083 1,140 1,353 846 800 836 1,254 1,156 1,073 1,133 1,576 1,660 Total One-year variable compensation 485 485 485 1,638 1,331 1,085 1,321 1,539 1,452 1,777 2,146 2,629 Pension contribution / pension allowance Service cost Company pension benefits LTI 2016 (2016-2024) LTI 2015 (2015-2023) Total LTI 2014 (2014-2022) LTI 2013 (2013-2021) 431e LTI 2011 (2011-2019) Multiple-year variable compensation 431 285 285 285 285 379 570 Short-term incentive 2020° 485 304 800 LTI 2012 (2012-2020) 800 Grow sales volumes faster than global chemical production every year Increase EBITDA before special items by 3% to 5% per year (in %) (in %) -0.4 -0.5 90a 4.0 -9.5b 0 CO2-neutral growth, i.e., emissions no greater than 21.9 million metric tons CO₂ equivalents (in million metric tons of CO₂ equivalents) 21.9 20.8 Actual 2020 137 (in %) a In 2020, BASF's sales volumes (-0.5%) declined at a faster rate than global chemical production (-0.4% as of February 15, 2021). The target would have been 100% achieved if BASF's sales volumes had declined by 0.1 percentage points less than global chemical production. b Based on the original baseline value for EBITDA before special items of €8,217 million for 2019 BASF Report 2020 194 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Comparison of the previous and new compensation systems for the Board of Executive Directors Weighted target achievement The new compensation system for the Board of Executive Directors reduces complexity by discontinuing one component of the com- benchmark 2020 76 Target amount performance bonus, STI 2020: €1,000,000 ROCE factor 2020: Synergies from acquisitions and joint ventures were above the target level. Based on the defined parameters, the performance bonus for a full- year member of the Board of Executive Directors is calculated as shown below. In light of the exceptional circumstances and the achievements of the Board of Executive Directors in 2020, the Supervisory Board considers this bonus to be appropriate and fair. The Supervisory Board did not make use of the possibility, in very exceptional cases (such as a severe economic crisis), to temporarily deviate from the components of the compensation system for the Board of Executive Directors. Performance factor 2020: 0.3 0.95 = STI payout (gross): €285,000 BASF Report 2020 193 Target/ About This Report To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews LTI target achievement for the performance year 2020 The rates of target achievement for the first year of the four-year performance period 2020-2023 of the 2020 LTI program were as follows: Strategic targets for the LTI 2020 (2020-2023) Target achievement The degrees of target achievement determined for 2020 are fixed. At the end of the four-year performance period, they are added together to one arithmetic mean with the degrees of target achieve- ment in the following years. SPF 2020 for the deferral components from the performance bonus programs 2018 and 2019 The still-running deferral components from the performance bonus 2018 (2018-2021) and 2019 (2019-2022) will be continued as in % planned in accordance with the terms of the previous program and will be paid out. To assess the strategic performance, the Super- visory Board will therefore determine a separate strategic perfor- mance factor (SPF) for each of the years 2020, 2021 and 2022. For the performance bonus 2018 (2018-2021) as well as the perfor- mance bonus 2019 (2019-2022), the Supervisory Board determined an SPF 2020 of 1.0. 1 Annual variable compensation Long-term incentive program (LTI) Company pension benefits 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Compensation granted in accordance with the German Corporate Governance Code (GCGC 2017) Thousand € Fixed salary Fringe benefits Total Regularly provided fringe benefits Event-related fringe benefits About This Report Delegation-related fringe benefitsa Dr. Martin Brudermüller Chairman of the Board of Executive Directors Dr. Hans-Ulrich Engel Saori Dubourg Vice Chairman of the Board of Executive Directors 2020 2019 2020 (min.) 2020 (max.) 2020 2020 2020 2020 One-year variable compensation 195 BASF Report 2020 Furthermore, a reconciliation statement for total compensation to be reported is provided below the table "Compensation granted in accordance with the German Corporate Governance Code (GCGC) 2017" due to the disclosures required by section 314(1) no. 6a of the German Commercial Code (HGB) in connection with the German Accounting Standard 17 (GAS 17). Withholding and clawback clause pensation (performance bonus, part 2). The defined annual target amounts for the pension contribution and for the new LTI also increase transparency. This new system did not result in an increase compared with the average total target compensation for 2017- 2019. Compensation system for the Board of Executive Directors until the end of 2019 Performance bonus - The key performance indicator for the company's success is the return on capital employed (ROCE). Relevant performance factors are the operational performance factor (OPF) for the current fiscal year and the strategic performance factors (SPF) for the current and the following three fiscal years. 50% paid out at the end of the current fiscal year and 50% after the end of the four-year performance period Long-term, share price-based incentive program Performance period of up to eight years Mandatory individual investment of 10% of the performance bonus (gross); up to an additional 20% of the performance bonus (gross) can be invested on a voluntary basis The variable component of the pension unit is the result of multiplying the fixed pension component with a performance factor based on the relevant ROCE in the reporting year concerned, as well as the performance factors relevant to the performance bonus. The pensionable age for Board members (Board Performance Pension) was raised from 60 to 63 years for new members appointed to the Board of Executive Directors after January 1, 2017. Option to choose between payment of pension entitlements in the form of a lifelong pension or a lump sum Withholding and clawback clause for the performance bonus and the LTI program New compensation system for the Board of Executive Directors as of 2020 Performance bonus, short-term incentive (STI) The key performance indicator for the company's success is the return on capital employed (ROCE). - A performance factor is assigned based on the assessment of the achievement of operational and strategic targets in the past fiscal year. The actual STI amount is paid out following the Annual Shareholders' Meeting subsequent to the current fiscal year. Long-term compensation program in the form of a performance share plan The new LTI plan incentivizes the achievement of strategic goals and takes into consideration the development of the BASF share and dividend (total shareholder return) over a period of four years. New, longer-term mandatory share ownership guideline as a component of service contracts for members of the Board of Executive Directors stipulating a shareholding worth 150% of the member's fixed compensation The previous company pension benefits granted to members of the Board of Executive Directors (Board Performance Pension, deferred compensation program and basic coverage under BASF Pensionskasse) are discontinued as of January 1, 2020. Effective January 1, 2020, the company offers members of the Board of Executive Directors a defined contribution pension commitment in the form of a capital investment model. - The company grants the members of the Board of Executive Directors a fixed annual pension plan contribution. A members of the Board of Executive Directors has the option to instead choose a pension allowance for private retirement savings, which is then paid out in equal monthly installments. No change, withholding and clawback clause applies for the performance bonus (STI) and the LTI program Amount of total compensation in reporting year 2020 The tables below, which are based on the sample tables in the German Corporate Governance Code in the version dated February 7, 2017 (GCGC 2017), show the granted and allocated compensation as well as service cost of each member of the Board of Executive Directors. Compensation granted in accordance with the German Corporate Governance Code (GCGC 2017) The table "Compensation granted in accordance with the German Corporate Governance Code (GCGC) 2017" shows: fixed salary, fringe benefits, performance bonus, LTI programs measured at fair value as of the grant date and/or the target value and pension bene- fits. The individual compensation components are supplemented by individually attainable minimum and maximum compensation. The target for investments in growth focus areas was met. 2019 Sales of products that make a substantial contribution to sustain- ability (Accelerators) increased. - The targets from the Excellence Program were exceeded. 1,064,000 1,600,000 1,600,000 Regularly provided fringe benefits 50,000 100,000a 50,000 100,000ª Company pension benefits 500,000 STI amount 1,000,000 LTI amount 1,064,000 Total compensation 2020 500,000 2,000,000b 2,800,000b 6,200,000€ 665,000 1,330,000 665,000 2,660,000b 1,862,000 3,724,000b 50,000 1,000,000 2,000,000 2,800,000 100,000ª 1,000,000 4,000,000b - - 5,600,000b 4,971,000 8,213,000° 1,400,000 3,750,000 7,450,000 800,000 Fixed salary About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Maximum compensation The total compensation is capped in accordance with the recom- mendation of the German Corporate Governance Code (GCGC). By establishing a maximum amount (cap) for the STI and the LTI, the € Member of the Board of Executive Directors amount of both variable compensation components is limited. The maximum compensation levels based on the current target compensation for members of the Board of Executive Directors are presented in the following overview: 800,000 Vice chair of the Board of Executive Directors Chair of the Board of Executive Directors Target compensation Maximum compensation BOP2020 Long-term, share price-based incentive program (LTI program) LTI program BASF option program (BOP) The BASF option program was granted for the last time in 2020 and was replaced by the new LTI. - Absolute performance threshold: BASF share price gains at least 30% compared with the base price for the LTI program concerned - - Target compensation Maximum compensation Maximum compensation Target compensation 12,300,000° a This amount represents the maximum amount (200% of the target amount) in the fiscal year 2020 for regularly provided fringe benefits. For event-related fringe benefits, an additional maximum amount has been defined: €500,000 for a member of the Board of Executive Directors, €533,000 for the vice chair of the Board of Executive Directors and €600,000 for the chair of the Board of Executive Directors. For delegation-related fringe benefits, a maximum amount for a member of the Board of Executive Directors has been set at €3,000,000. b Corresponds to 200% of the annual target amount 5 Overviews The members of the Board of Executive Directors are obligated to invest at least 10% of their individual performance bonus (gross) for the previous year in the LTI program each year (share ownership obligation). This mandatory investment is subject to a holding period of four years. For any further additional voluntary investment of up to 20% of the performance bonus (gross) for the previous year, the general holding period of two years applies. Four options are granted for each BASF share brought into the LTI program as an individual investment. After a four-year vesting period, there is a four-year exercise period during which the members of the Board of Executive Directors can exercise these options if perfor- mance thresholds are met. During the exercise period, the exercising of options is prohibited during certain periods (closed periods). Each member of the Board of Executive Directors can individually decide on the timing and extent of the exercising of options. Once the options are exercised, the computed value of the options is paid out in cash (cash settlement). Each option consists of right A (absolute performance threshold) and right B (relative performance threshold), whose value is deter- mined by different performance targets. At least one of the two conditions must be met in order for the option to be exercised: - Performance threshold, right A: BASF share price increases at least 30% compared with the base price on the option grant date for the LTI program concerned. The value of right A is calculated as the difference between the market price of BASF shares on the exercise date and the base price on the option grant date. It is limited to 100% of the base price (cap). The base price for an LTI program is the volume-weighted average share price in Deutsche Börse AG's electronic trading system (Xetra) on the first trading day after the Annual Shareholders' Meeting of BASF SE in the year in which the LTI program is granted. The base price for the LTI program granted in 2020 was €51.26 (2019: €68.21). - Performance threshold, right B: The cumulative percentage per- formance of the BASF share exceeds that of the MSCI World Chemicals Index (outperformance) and the price of the BASF share on the exercise date equals at least the base price. The value of right B is calculated as the base price of the option multi- plied by twice the outperformance of BASF shares on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. In total, the maximum exercise gain (cap) is limited to five times the individual investment. For more information on the LTI program, see page 149 and page 310 Provisions relating to the previous multi-year variable compensation components and to the previous pension plan The still-running deferral components from the performance bonus 2018 (2018-2021) and 2019 (2019-2022) will be continued as planned and paid out in accordance with the terms of the previous program. To assess the strategic performance, the Supervisory Board will therefore determine a separate strategic performance factor (SPF) for each of the years 2020, 2021 and 2022. This SPF will serve exclusively to determine the average SPFs necessary for the deferral components of the performance bonus in accordance with the terms of the program. The option rights granted under the previous BASF option program (BOP) and not yet exercised can continue to be exercised in accor- dance with the specified terms of the BOP for the Board of Executive Directors. Members of the Board of Executive Directors had the opportunity to participate for the last time in the BASF option pro- gram as of July 1, 2020, based on their performance bonus (gross) for the year 2019. The existing applicable minimum investment of 10% and the additional voluntary investment of up to 20% of the performance bonus (gross) for the previous year remain in effect unchanged. The option rights hereby granted are a component of the compensation for the Board of Executive Directors for the fiscal year 2019 and were granted in accordance with the previous pro- gram's terms as of July 1, 2020. Owing to the maximum program duration of eight years, exercise gains from the option program may be allocated to members of the Board of Executive Directors up until June 30, 2028, at the latest. The pension entitlements acquired until December 31, 2019, under the previous pension benefits are maintained as vested rights and upon retirement, disability or death can be accessed by the member of the Board of Executive Directors or by the surviving dependents as a company pension or retirement capital in accordance with the previous rules. BASF Report 2020 4 Consolidated Financial Statements 192 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Targets and determination of target achievement for the variable compensation components 2020 Performance bonus (short-term incentive, STI) 2020 The STI is based on an annual target agreement between the Supervisory Board and the Board of Executive Directors as well as on the return on capital employed (ROCE). These targets are in line with the outlook for 2020 published in the forecast. The amount of the STI is calculated by multiplying the target amount by the perfor- mance factor derived from the target achievement and by the ROCE factor. If the ROCE is below the threshold of 4%, the compensation system stipulates that the Supervisory Board determines the ROCE factor by special resolution, either as zero or a value larger than zero. If the ROCE factor is zero, the STI would also be zero, regardless of the achievement of the agreed operational and strategic targets. In the year 2020, BASF Group's ROCE was 1.7% and thus below the target of earning a premium on the cost of capital as well as below the threshold for the ROCE. The main reasons for this were the slowdown in business – particularly in the second quarter - and the negative impact on earnings resulting from impairments to fixed assets. As required by the compensation system, the Supervisory Board determined an ROCE factor of 0.3 by special resolution. This corre- sponds to the value that would be achieved with an ROCE of 4% and equates to half the level of 2019. The following factors were relevant in this decision: The economic conditions in 2020 developed in an unforeseeable and exceptional way due to the coronavirus pandemic. The Board of Executive Directors reacted quickly, energetically and effectively, ensured the protection of employees and steered BASF well through this difficult phase with a focus on costs and liquidity. At the same time, the Board of Executive Directors demonstratively took on social responsibility by, for example, producing and donat- ing disinfectant for clinics and doctors' offices and by procuring masks. The Supervisory Board wants to expressly recognize these achievements. Moreover, efforts to advance BASF's strategic further development were unabated. Finally, the operational and strategic targets were largely achieved. Despite the decline in earnings, based on the target agreement, the performance factor amounts to 0.95: - The EBIT target was clearly missed. - The free cash flow target was not reached. About This Report 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders c From options rights granted in 2020 as a component of the 2019 compensation for the Board of Executive Directors, an additional maximum amount of €1,453,500 for a member of the Board of Executive Directors, €1,933,155 for the vice chair of the Board of Executive Directors and €2,907,000 for the chair of the Board of Executive Directors may be allocated. The compensation for the Board of Executive Directors was last increased effective January 1, 2017. In the event that the Supervisory Board resolves to adjust the compensation amount prior to the next € Maximum compensation until next say on pay on the compensation system scheduled say on pay on the compensation system by the Annual Shareholders' Meeting in 2024, the following maximum compensa- tion amounts would not be exceeded: Member of the Board Vice chair of the Board of Executive Directors of Executive Directors 7,500,000a 9,975,000ª Chair of the Board of Executive Directors 15,000,000ª Relative performance threshold: BASF shares outperform the MSCI World Chemicals Index and no share price loss compared with the base price on the option grant date Share ownership guideline: mandatory individual investment in BASF shares with a holding obligation of 10% of the actual performance bonus (gross), plus up to an additional 20% of the actual performance bonus (gross) Term: eight years Exercise first possible: four years after the grant date (vesting period) - Maximum exercise gain (cap): five times the individual investment By resolution of the Supervisory Board, the BASF option program (BOP) was replaced by the new LTI as of January 1, 2020. The BOP is based on the STI paid out for the previous year and can therefore be considered delayed compensation for the preceding fiscal year. It was therefore offered for the last time in 2020, based on the performance bonus for 2019. To take part in the program, each participant must prove an individual investment in BASF shares and hold the shares for this purpose for a defined period of time (holding period). The individual investment can amount to a maximum of 30% of the participant's performance bonus (gross) for the previous year. by the Annual Shareholders' Meeting a This amount contains the maximum amount (200% of the target amount) for regular fringe benefits. For event-related fringe benefits, an additional maximum amount has been defined: €500,000 for a member of the Board of Executive Directors, €533,000 for the vice chair of the Board of Executive Directors and €600,000 for the chair of the Board of Executive Directors. For delegation-related fringe benefits, a maximum amount for a member of the Board of Executive Directors has been set at €3,000,000. BASF Report 2020 191 About This Report 1 - A further improvement in customer and employee satisfaction was achieved. 800 2020 (max.) 665 665 500 500 500 6,179 8,004 2,656 15,807 4,140 5,347 1,791 10,679 665 3,661 1,794 8,154 Reconciliation reporting of total compensation pursuant to section 314(1) no. 6a HGB in connection with GAS 17 Less granted 2019 performance bonus (2019-2022), (one-year component and deferral components) Less granted short-term incentive 2020 -3,200 -2,128 -1,600 -2,000 -1,330 -1,000 Less difference between target amount and market value at grant date for -69 4,468 1,000 1,000 1,000 1,656 14,807 3,774 4,682 1,126 10,014 2,957 3,968 1,294 7,654 Company pension benefits Service cost Pension contribution / pension allowance Total compensation in accordance with GCGC 2017 573 1,000 1,000 1,000 366 665 665 665 704 500 500 500 573 366 704 -46 7,004 -34 Less voluntary relinquishment of salary (20% of fixed salary) in second quarter of 2020 3 Corporate Governance Compensation Report 4 Consolidated Financial Statements 5 Overviews Compensation granted in accordance with the German Corporate Governance Code (GCGC 2017) Thousand € Michael Heinz Dr. Markus Kamieth Wayne T. Smith 2020 2020 2020 2020 2020 2 Management's Report 2020 2020 (min.) (max.) 2019 2020 (min.) (max.) 2019 2020 (min.) (max.) Fixed salary 800 2019 To Our Shareholders 1 About This Report -80 -53 -40 Plus allocated actual annual variable compensation (performance bonus, part 1) 969 644 485 Plus allocated actual annual variable compensation (short-term incentive 2020) 570 379 285 Plus allocated multiple-year variable actual compensation LTI 2012 (2012-2020) Less service cost Less pension contribution / pension allowance Total compensation -573 3,375 -1,000 5,425 -366 -665 2,290 3,632 -704 -500 1,842 3,179 a Figures only reported under 2020 (min.) / 2020 (max.) if delegation-relation fringe benefits were granted in the year 2020. b Members of the Board of Executive Directors had the opportunity to participate for the last time in the BASF option program as of July 1, 2020, based on their performance bonus (gross) for the year 2019. The option rights granted are a component of the compensation for the Board of Executive Directors for the fiscal year 2019. c Payment was made partly in local currency abroad based on a theoretical net salary in Germany. d Wayne T. Smith opted for the pension allowance for private retirement savings. BASF Report 2020 196 LTI performance share plan 2020 (2020-2023) (min.) 5,606 2,800 62 62 100 59 62 62 100 600 533 297 432 432 500 69 1,660 1,656 2,300 1,133 1,126 1,126 1,697 1,156 1,294 1,294 1,400 1,600 2,000 0 1,656 100 56 56 2019 2020 (min.) (max.) 1,600 1,600 1,600 1,600 1,064 1,064 1,064 1,064 800 800 800 800 60 56 56 700 69 62 62 633 356 494 494 600 60 4,000 Total 1,064 0 4,254 50% of the 2019 performance bonus (2019-2022), deferral component 1,600 1,064 800 LTI program 2019 (2019-2027) 746 513 201 LTI program 2020 (2020-2028)b 548 0 2,907 0 364 1,933 274 0 1,454 LTI performance share plan 2020 (2020-2023) 2,800 0 5,600 1,862 0 3,724 1,400 0 0 1,674 1,001 5,657 2,660 800 1,000 0 2,000 50% of the 2019 performance bonus (2019-2022) 1,600 1,064 800 Short-term incentive 2020 2,000 0 4,000 1,330 0 2,660 1,000 0 2,000 Multiple-year variable compensation BASF Report 2020 2,346 3,348 0 8,507 1,577 2,226 0 1,330 200 For more information on changes within the Supervisory Board, see the Corporate Governance Report on page 173 We would like to thank the now retired members of the Supervisory Board, Dr. Jürgen Hambrecht and Dr. Alexander C. Karp, for their constructive and trust-based cooperation, and their contributions to the success and further development of the company. Dr. Jürgen Hambrecht held leadership roles at BASF for 44 years. As the long-serving Chairman of the Board of Executive Directors and Chairman of the Supervisory Board, he played a pivotal role in shaping BASF and the company's development with far-sightedness and vigor. Composition of the Supervisory Board - The development of the joint venture Wintershall Dea created by the merger of the oil and gas businesses of BASF and LetterOne - The execution of the sale of the global construction chemicals business In all meetings, it also discussed the progress of major investments and ongoing portfolio projects. Discussions focused on: In all meetings in 2020, the Supervisory Board addressed the development of the coronavirus pandemic and its impact on the macroeconomic environment and business developments and prospects of the BASF Group. It fully supported the Board of Executive Directors' measures and initiatives to respond to the crisis, avoid operational disruptions and ensure the health and safety of employees, including extensive remote and mobile working offerings. development, the status of important current and planned investment projects, operational excellence and sustainability, developments on the capital markets, significant managerial measures taken by the Board of Executive Directors and inno- vation projects. A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earnings development, as well as on opportunities and risks for business An individual overview of attendance at meetings of the Supervisory Board and its committees will be made available on the company website at basf.com/supervisoryboard/meetings With the exception of the meeting following the Annual Shareholders' Meeting, all members of the Board of Executive Directors attended the Supervisory Board meetings unless it was deemed appropriate that the Supervisory Board discuss individual topics - such as personnel matters relating to the Board of Executive Directors - without them being present. In addition, each Supervisory Board meeting includes an agenda item that provides an opportunity for discussion without the Board of Executive Directors (executive session). The Supervisory Board held seven meetings in the 2020 business year. With the exception of the meeting immediately following the Annual Shareholders' Meeting on June 18, 2020, in which Dr. Kurt Bock was elected as Chairman of the Supervisory Board following his appointment to the Supervisory Board, which one member of the Supervisory Board was unable to attend, all members attended all Supervisory Board meetings in 2020. Despite the restrictions due to the coronavirus pandemic, four of the meetings were able to be held in person with most Supervisory Board members physically present. The three meetings in April and June were held solely by means of electronic communication as video conferences. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions in each case, which were also attended by members of the Board of Executive Directors. Supervisory Board meetings The Chairman of the Supervisory Board and the Chairman of the Board of Executive Directors were also in regular contact outside of Supervisory Board meetings. The Chairman of the Supervisory Board was always promptly and comprehensively informed of current developments and significant individual issues. The Supervisory Board was involved at an early stage in decisions of major importance. The Super- visory Board passed resolutions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report - The execution of the sale of the global pigments business - The progress of the investment project to establish a new Verbund site in southern China At its meeting on February 26, 2020, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2019 business year as presented by the Board of Executive Directors. It also discussed the agenda for the Annual Shareholders' Meeting, which was originally planned for April 30, 2020, and adopted its proposals for resolutions. Other topics discussed at the meeting were business conditions and BASF's development and prospects in China, the world's largest chemical market, as well as the project to construct a new Verbund site in southern China, the report on the strategy and focus areas of research and development, and the integration and use of renewable energies in the BASF Group. - Growth projects (the Verbund site in China and battery materials) The further development of BASF's portfolio after the coronavirus pandemic At the strategy meeting on October 22/23, 2020, the Board of Executive Directors and the Supervisory Board discussed at length the status of implementation of the corporate strategy with a particular focus on growth, strengthening profitability and portfolio development, as well as key aspects of BASF's strategic development. These included: The main agenda items at the meeting on July 22, 2020, were BASF's leadership development and personnel concept, as well as the current status of and the strategies and main plans for the further development of the Nutrition & Health and Agricultural Solutions divisions. The Supervisory Board met virtually prior to the virtual Annual Shareholders' Meeting on June 18, 2020, primarily to prepare for the Annual Shareholders' Meeting. In a further meeting following the Annual Shareholders' Meeting, the Supervisory Board elected Dr. Kurt Bock as the new Chairman of the Supervisory Board. He succeeds Dr. Jürgen Hambrecht, who retired from the Supervisory Board. due to the coronavirus pandemic, and agreed to it being held as a virtual event without the physical presence of shareholders. 5 Overviews To Our Shareholders 4 Consolidated Financial Statements 2 Management's Report To Our Shareholders 1 About This Report 204 BASF Report 2020 The main focus of the meeting on April 29, 2020, was the effects of the coronavirus pandemic, which had been spreading since the middle of the first quarter, on BASF's business and prospects, as well as crisis management and measures in connection with the coronavirus pandemic. The Supervisory Board also addressed the execution of the Annual Shareholders' Meeting, which had been postponed to June 18, 2020, 3 Corporate Governance Report of the Supervisory Board 1 About This Report 203 The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a com- mittee. The directors' and officers' liability insurance (D&O insurance) concluded by the company covers the duties performed by the members of the Supervisory Board. This policy provides for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC). Total compensation of the Supervisory Board in 2020 was around €2.9 million (2019: around €3.3 million). The compensation of the individual Supervisory Board members is listed in the table on the left. Each member of the Supervisory Board is required to use 25% of their fixed compensation to acquire shares in BASF SE, and to hold these shares for the duration of membership on the Supervisory Board. This does not apply to the amount of compensation that the member of the Supervisory Board transfers to a third party on a pro rata basis as a result of an obligation entered into before their appointment to the Supervisory Board. In this case, the utilization and holding obligation applies to 25% of the remaining compensa- tion after deducting the amount transferred. Share purchase and shareholding obligation for members of the Supervisory Board 83.3 550.0 2019 BASF Report 2020 Compensation for membership on the Supervisory Board and its committees, provided it is not withheld for the purpose of acquiring shares, is due after the conclusion of the fiscal year for which the compensation is paid. Beyond the compensation in accordance with the Statutes presented in the table "Compensation of the Supervisory Board of BASF SE," no Supervisory Board members received any compensation in 2020 for services rendered personally, in particular, the rendering of advisory and agency services. I Member of the Audit Committee since March 1, 2020 j Member of the Audit Committee i Chair of the Audit Committee and member of the Strategy Committee h Member of the Personnel and Strategy Committees g Member of the Audit Committee until February 29, 2020 f Member of the Personnel and Strategy Committees since May 3, 2019 e Member of the Personnel Committee and vice chair of the Strategy Committee until May 3, 2019 d Chair of the Strategy Committee since June 18, 2020 k Member of the Strategy Committee - For more information on share ownership by members of the Supervisory Board, see page 175 About This Report BASF Report 2020 In 2020, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for example, all of the major financial key performance indicators (KPIs) of the BASF Group and its segments, the economic situation in the main sales and procurement markets, and on deviations in business developments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, investment, sales volumes and personnel planning, as well as measures for designing the future of research and development. It regularly discussed occupational and process safety, with a particular focus on the measures resulting from the coronavirus pandemic. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. Monitoring and consultation in an ongoing dialog with the Board of Executive Directors This year, we as the Supervisory Board will again not have any opportunity to meet directly with you - our shareholders. We deeply regret this, because a physical Annual Shareholders' Meeting is the ideal place to discuss the development of your BASF with you. This report should give you the opportunity to appraise the Supervisory Board's work. We hope to be able to again meet and talk with you directly as soon as possible. The Supervisory Board expressly supports this approach and would like to thank the Board of Executive Directors and all employees worldwide for their extraordinary dedication and hard work in the 2020 business year. Board of Executive Directors led BASF through this difficult phase with strength, prudence and foresightedness. The 2020 business year was dominated by a turn of events that few had foreseen at the beginning of the year: the coronavirus pandemic. The pandemic had a significant impact on BASF's business and its activities. In particular, the dramatic downturn in the second quarter left a clear mark on the BASF Group's earnings. The operating result declined significantly. The bottom line - income after taxes - was negative for the first time in many years due to special items. In this situation, the Supervisory Board intensified its communication with the Board of Executive Directors. It was informed in detail and at an early stage about changed business forecasts and the measures to be taken. The Board of Executive Directors ensured that employees were protected and kept costs and liquidity under control with effective crisis management. At the same time, cooperation with customers was further strengthened. Key initiatives to promote the long-term development of BASF continued unabated. In this way, the 202 Dear Shareholders, Report of the Supervisory Board 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 Report of the Supervisory Board c Chair of the Personnel Committee since June 18, 2020 The development of the regulatory environment, including the European Green Deal The energy transformation to reduce CO2 emissions 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report To Our Shareholders 1 About This Report 207 BASF Report 2020 An important aspect of good corporate governance is the independence of Supervisory Board members and their freedom from conflicts of interest. The Supervisory Board based the assessment of the independence of its members on the recommendations of the German Corporate Governance Code and the additional criteria for assessing the independence of Supervisory Board members contained in the Rules of Procedure of the Supervisory Board, which were revised in the Super- visory Board meeting on December 19, 2019. The criteria used to assess indepen- dence are presented in the Corporate Governance Report on page 172. According to the Supervisory Board's assessment, on the basis of these criteria, five of the six shareholder representatives and four of the six employee representatives - 9 of the 12 members of the Supervisory Board in total - are considered to be independent. All three non-independent Supervisory Board members were classified as such due to the length of their membership on the Supervisory Board, which exceeds 12 years in each case. Beyond this limitation, however, the Supervisory Board does not see any indications that the Supervisory Board role is not performed completely indepen- dently. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has business relations, we see no impairment Independence and efficiency review The full Declaration of Conformity is rendered on page 210 and is available to shareholders on the company website at basf.com/en/corporate governance At its meeting of December 17, 2020, the Supervisory Board approved the joint Dec- laration of Conformity by the Supervisory Board and the Board of Executive Directors in accordance with section 161 of the German Stock Corporation Act (AktG). BASF complies with the recommendations of the German Corporate Governance Code in the version dated December 16, 2019, without exception. The Corporate Governance Report provides extensive information on the BASF Group's corporate governance. Special onboarding events are held for new members of the Supervisory Board to familiarize them with the basics of corporate governance at BASF, the organization and internal structures of the BASF Group, and the composition of its businesses. Above and beyond this, the company also supports the members of the Supervisory Board with training for their activities on the Supervisory Board, whether through external offerings such as topic-specific seminars or internal information offerings such as site and plant visits. In accordance with the recommendations of the German Corporate Governance Code and the Guiding principles for the dialog between investors and German supervisory boards, the Chairman of the Supervisory Board again sought dialog with investors where appropriate in 2020. of their independence. The scope of these businesses is relatively marginal and furthermore takes place under conditions similar to those of a third party. As a consequence of the change in assessed independence of Franz Fehrenbach, the Supervisory Board resolved to appoint Anke Schäferkordt to the Audit Committee in his place as of March 1, 2020, to ensure that the shareholder representatives on the Audit Committee continue to solely be independent Supervisory Board members in the future. Independent of the efficiency review of the Supervisory Board, the Audit Committee also conducted a self-assessment of its activities in 2020 based on individual discussions between the chair of the Audit Committee and all members of the Audit Committee. Material subjects were the topics addressed by the committee, the number, organization and content of meetings, the depth and quality of discussions, and the supply of information as the basis of the committee's work. The Audit Committee discussed the results of the questionnaire and detailed suggestions at its meeting on December 16, 2020. On this basis, the members judged the Audit Committee's work to be efficient and appropriate. Separate and Consolidated Financial Statements 4 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report To Our Shareholders 1 About This Report 208 The Supervisory Board places great value on ensuring good corporate governance: In 2020, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the recommendations and suggestions of the German Corporate Governance Code in the current version dated December 16, 2019. Other important consultation topics were the translation of the second E.U. Shareholder Rights Directive into German law and, in particular, the new regulations governing related party transactions. BASF Report 2020 The auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 23, 2021, as well as the accounts meeting of the Supervisory Board on February 24, 2021, and reported on the procedure and material findings of its audit, including the key audit matters described in the Auditor's Report. The auditor also provided detailed explanations of the reports on the day before the accounts meeting of the Supervisory Board. The assurance report issued by KPMG on the substantive audit of the NFS can be found at basf.com/nfs-audit-2020 Beyond the statutory audit of the Financial Statements, KPMG also conducted, on behalf of the Supervisory Board, a substantive audit with limited assurance of the Nonfinancial Statements (NFSs) for BASF SE and the BASF Group, which are integral parts of the respective management's reports. On the basis of its audit, KPMG did not raise any objections to the nonfinancial reporting and the satisfaction of the relevant statutory requirements. For more information on the auditor, see the Corporate Governance Report on page 176 The Auditor's Report is rendered from page 214 onward Statements of BASF SE and the BASF Group Consolidated Financial Statements, which were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and the additional requirements that must be applied in accordance with section 315e(1) of the German Commercial Code (HGB), including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. In particular, it had instituted an appropriate information and monitoring system that fulfilled the requirements of the company and is applicable for the early identification of developments that could pose a risk to the continued existence of the BASF Group. The results of the audit as well as the procedure and material findings of the audit of the financial statements are presented in the Auditor's Report. KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Shareholders' Meeting for the 2020 reporting year, has audited the Financial The Audit Committee reviewed the Financial Statements and Management's Report at its meeting on February 23, 2021, including the reports prepared by the auditor and the key audit matters specified in the Auditor's Report, and discussed them in detail with the auditor. The chair gave a detailed account of the preliminary review at the Corporate governance and Declaration of Conformity The Strategy Committee, which was established to discuss strategic options for the further development of the BASF Group, did not meet in 2020. The Nomination Committee is responsible for preparing candidate proposals for the Supervisory Board members to be elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objectives for the composition of the Super- visory Board adopted by the Supervisory Board as well as the competence profile and diversity concept for the Supervisory Board resolved at the meeting on December 21, 2017. The Nomination Committee met twice in 2020. One member was absent at each of the two meetings; otherwise, the meetings were attended by all committee members. Items discussed at the meetings were the existing competence profile and diversity concept for the Supervisory Board, the selection of candidates for appointment to the Supervisory Board by the court following Dr. Alexander C. Karp's departure from the Supervisory Board, and the proposal to nominate Liming Chen as his successor. Consolidated Financial Statements 4 3 Corporate Governance Report of the Supervisory Board 2 Management's Report To Our Shareholders 1 About This Report 5 Overviews 205 At its meeting on December 17, 2020, the Supervisory Board also addressed the composition of the Board of Executive Directors and longer-term succession planning. Based on the recommendation of the Personnel Committee, it appointed Dr. Melanie Maas-Brunner as an additional member of the Board of Executive Directors as of February 1, 2021. As a further element of this long-term succession planning, Wayne T. Smith will leave the Board of Executive Directors at midnight on May 31, 2021, one year before the end of his current appointment to the Board of Executive Directors, which ends on conclusion of the Annual Shareholders' Meeting 2022. For more information on the compensation of the Board of Executive Directors and the Supervisory Board, see the Compensation Report on pages 183 to 202 At its meeting on December 17, 2020, the Supervisory Board evaluated, based on the discussions and the corresponding recommendation of the Personnel Committee, the Board of Executive Directors' performance in 2020 and resolved to grant short-term variable compensation to the members of the Board of Executive Directors. The resolution was necessary as the minimum return on capital employed (ROCE) required for the short-term bonus of 4% was not achieved. The decision to grant a bonus was justified by the Board of Executive Directors' sound crisis management during the coronavirus pandemic and the achievement of key operational and strategic targets in 2020. In addition, the Supervisory Board defined the strategic performance factors for the deferral compensation components for 2018-2021 and 2019-2022. The Chairman of the Supervisory Board abstained from the resolution on the factor for the performance bonus for 2018-2021 as this affected him personally. At its meeting on February 26, 2020, the Supervisory Board discussed and agreed on the 2020 targets for the Board of Executive Directors based on the preparations of the Personnel Committee. At the meeting on April 29, 2020, in light of the dramatic deterioration in business performance since the outbreak of the coronavirus pandemic, it discussed the voluntary relinquishment by the members of the Supervisory Board of part of their fixed Supervisory Board compensation, and the corresponding offer made by the members to the Board of Executive Directors to voluntarily relinquish part of their fixed compensation on a temporary basis. Corresponding waiver declarations were subsequently submitted by all members of the Supervisory Board and the Board of Executive Directors. In several meetings over the 2020 business year, the Supervisory Board discussed and passed resolutions on the compensation of the Board of Executive Directors and its composition. Compensation and composition At its meeting on December 17, 2020, the Supervisory Board discussed and approved the Board of Executive Directors' operational and financial planning, including the investment budget for 2021, and, as in previous years, authorized the Board of Executive Directors to procure the necessary financing in 2021 within a set limit. BASF Report 2020 The transformation to a circular economy Committees For information on the composition of the committees and the tasks assigned to them by the Supervisory Board, see the Corporate Governance Report on pages 170 to 171 impairment of various material assets. To this end, the Audit Committee received regular reports from the Chief Financial Officer and discussed the ramifications. At an extraordinary committee meeting on October 8, 2020, it discussed at length the possible impairment of property, plant and equipment and intangible assets identified by the Board of Executive Directors, in particular the assumptions underlying measurement. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Report of the Supervisory Board 2 Management's Report To Our Shareholders 1 The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Executive Directors and the granting of loans in accordance with section 89(4) of the German Stock Corporation Act (Personnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee. Following each Committee meeting, the chairs of the Commit- tees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. About This Report BASF Report 2020 In 2020, the Audit Committee's work focused on the effects of the coronavirus pandemic on BASF's results of operations and business prospects, as well as the Other important agenda items included providing guidance to the Board of Executive Directors on accounting issues, the control system established by the Board of Executive Directors, and follow-up assessments of acquisition and investment projects. At its meeting on April 29, 2020, the Audit Committee addressed risk management in the BASF Group and the organization of internal environmental, health and safety audits. It focused on the internal auditing system and, in particular, payment fraud prevention at the meeting on July 21, 2020, and compliance in the BASF Group on December 16, 2020. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. In all meetings, the Audit Committee also received infor- mation on the development of risks from litigation. At the meeting on July 21, 2020, the Audit Committee engaged KPMG AG Wirtschaftsprüfungsgesellschaft - the auditor elected by the Annual Shareholders' Meeting on June 18, 2020 - with the audit for the 2020 reporting year and auditing fees were agreed upon. The focus areas and scope of the annual audit were discussed and defined together with the auditor. The Audit Committee excluded in principle the engagement of the auditor to perform any services outside of the audit of the annual financial statements, including beyond prevailing legal limitations. For certain nonaudit services, the Audit Committee authorized the Board of Executive Directors to engage KPMG for such services to a very limited extent, or granted approval in individual cases. At the meeting on December 16, 2020, the auditors responsible reported on the status of the annual audit, as well as the focus areas of the audit and the most important individual items. At the meeting on February 23, 2021, the auditor reported in detail on its audits of BASF SE's Separate and Consolidated Financial Statements for the 2020 business year, including the corresponding management's reports, and discussed the results of its audit with the Audit Committee. The committee's audit also included the nonfinancial statements of BASF SE and the BASF Group. In preparation for this audit, the Audit Committee had, following a corresponding resolution by the Supervisory Board, additionally engaged KPMG to perform a substantive audit with limited assurance of the Nonfinancial Statements and to issue an assurance report on it. KPMG also reported in detail on the focus, the procedure and the key findings of this audit. The Audit Committee met six times during the reporting period. With the exception of one meeting, which one member did not attend, all committee members attended all meetings. The Audit Committee is responsible for all the tasks listed in section 107(3) sentence 2 of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code. In 2020, the Supervisory Board additionally tasked the Audit Committee with monitoring the internal process of identifying related party transactions and adopting resolutions to approve related party transactions. The Personnel Committee met four times during the reporting period. All committee members attended all meetings. At its meeting on February 26, 2020, the Personnel Committee discussed the targets for the Board of Executive Directors for the 2020 business year and the 2019 Compensation Report. A key topic of discussion at the meeting on April 29, 2020, was the temporary, voluntary relinquishment by the Board of Executive Directors and the Supervisory Board of part of their compensation. At its meeting on July 22, 2020, the Personnel Committee addressed the status of leader- ship development at the top levels of management below the Board of Executive Directors and long-term succession planning for the Board of Executive Directors. At its meeting on December 16, 2020, the Personnel Committee discussed the future composition of the Board of Executive Directors with the suggestion to appoint Dr. Melanie Maas-Brunner to the Board of Executive Directors and consequently terminate Wayne T. Smith's mandate one year ahead of the end of his regular term of office. Other topics were the appropriateness of the compensation of the Board of Executive Directors, the assessment of its performance in 2020 and a proposal for the performance-related variable compensation of the Board of Executive Directors. 206 5 Overviews b Chair of the Strategy Committee until June 18, 2020 3,346.2 Fixed salary 2020 Compensation for Thousand € Compensation of the Supervisory Board of BASF SE 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compensation Report 2 Management's Report To Our Shareholders 1 About This Report 201 BASF Report 2020 account. For members of the Audit Committee, the further com- pensation shall be €50,000. The chair of a committee shall receive twice and a vice chair 1.5 times the further fixed compensation. committee memberships Total compensation 2019 2020 138.0 13.0 125.0 Michael Diekmann, vice chair until May 3, 2019€ 262.5 29.2 233.3 Amount of compensation for serving on a committee Members of the Supervisory Board who are members of a commit- tee, except for the Nomination Committee, receive an additional annual fixed compensation of €12,500. This also follows the GCGC recommendation that the increased workload of Supervisory Board members serving on committees should be appropriately taken into 250.0 25.0 500.0 225.0 Dr. Kurt Bock, chair since June 18, 2020c, d Dr. Jürgen Hambrecht, chair until June 18, 2020a,b 2020 2019 50.0 Each member of the Supervisory Board shall receive annually a fixed compensation of €200,000. In recognition of the increased demands on the chair, the compensation of the Supervisory Board of BASF follows the GCGC recommendation of function-related differentia- tion of the compensation of the chair, vice chair and members. The amount for the chair of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chair compared with the com- pensation of a member of the Supervisory Board. The members of the Supervisory Board each voluntarily relinquished 20% of their fixed compensation for the period from April 1, 2020, until Decem- ber 31, 2020. Amount of Supervisory Board compensation Since 2017, the compensation of the Supervisory Board has been purely fixed compensation, supplemented by share acquisition and shareholding components. The obligation to purchase and hold shares is a variable compensation component with a long-term orientation which emphasizes the Supervisory Board's strategic support role. Income/expense from the fair value measurement of option rights 11.2 Retirement and surviving dependents' pensions 2019 2020 10.9 Million € -0.7 Total compensation of former members of the Board of Executive Directors and their surviving dependents 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance Compensation Report 2 Management's Report 1 To Our Shareholders About This Report associated holding period to emphasize that the compensation for the Board of Executive Directors is geared to sustainability. Franz Fehrenbach, vice chair since May 3, 2019f.g Non-compete compensationa 2.0 The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders' Meeting. The disclosure of compensation of the Supervisory Board is based on the German Commercial Code and is aligned with the recom- mendations of the German Corporate Governance Code in the version dated February 7, 2017. b The amount for the chair of a committee is two times this value, and 1.5 times this value for the vice chair. a The amount for the chair of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chair compared with the compensation of a member of the Supervisory Board. - Voluntary relinquishment of 20% of fixed compensation as of the second quarter of 2020. - No additional compensation is paid for the Nomination Committee. Compensation for committee memberships: €12,500b; Audit Committee: €50,000b Total 25% of the fixed compensation must be used to purchase shares in BASF; these shares must be held for the duration of membership on the Supervisory Board. Compensation of Supervisory Board members Fixed salary: €200,000ª Compensation of Supervisory Board members Pension provisions for previous Board members and their surviving dependents amounted to €209.0 million (2019: €198.2 million). 11.5 0.6 a Sanjeev Gandhi stepped down from the Board of Executive Directors effective the end of December 31, 2019. Based on the termination agreement, non-compete compensation was agreed for a two-year, post-contractual non-compete obligation. 12.5 Share purchase and share holding component: a Chair of the Personnel Committee until June 18, 2020 255.0 33.3 Liming Chen, Supervisory Board member since October 8, 2020 200.0 170.0 200.0 170.0 Denise Schellemans 200.0 211.7 41.7 200.0 170.0 Anke Schäferkordt' 133.3 103.3 133.3 40.0 40.0 Roland Strasser 170.0 2,875.8 404.6 404.2 2,941.6 2,471.6 275.0 245.0 103.3 75.0 200.0 170.0 Total Michael Vassiliadish.j 200.0 170.0 200.0 75.0 Dr. Alexander C. Karp, Supervisory Board member from May 3, 2019, until July 22, 2020 212.5 182.5 Dame Alison Carnwath DBE 133.3 170.0 133.3 170.0 Prof. Dr. Thomas Carell, Supervisory Board member since May 3, 2019 325.0 170.0 280.0 25.0 300.0 255.0 Sinischa Horvat, vice chairh 333.3 288.3 66.6 25.0 266.7 200.0 112.5 12.5 12.5 200.0 170.0 Waldemar Helberk 250.0 220.0 112.5 50.0 200.0 170.0 Tatjana Diether 83.3 Prof. Dr. François Diederich, Supervisory Board member until May 3, 2019 312.5 282.5 50.0 Supervisory Board meeting on February 24, 2021. On this basis, the Supervisory Board has examined the Financial Statements and Management's Report of BASF SE for 2020, the proposal by the Board of Executive Directors for the appropriation of profit, and the Consolidated Financial Statements and Management's Report for 2020. The results of the preliminary review by the Audit Committee and the results of the Supervisory Board's own examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management or the reports submitted. The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. To this end, the new Chairman of the Supervisory Board Dr. Kurt Bock met with all Supervisory Board members individually in June and July in preparation, and again in December 2020. Topics centered in particular on Super- visory Board meeting preparation and agendas, cooperation with the Board of Executive Directors, the quality of the information supplied to the Supervisory Board, cooperation between shareholder and employee representatives, the tasks, composition and work of the committees, and the need for information and training for Supervisory Board members. The results of these dialogs, including suggestions to further improve the Supervisory Board's work, were presented by the Chairman of the Supervisory Board at the Supervisory Board meeting on December 17, 2020, and thoroughly discussed by the members of the Supervisory Board. Overall, its members rated the Supervisory Board's activity as efficient. Chairman of the Supervisory Board At its accounts meeting on February 24, 2021, the Supervisory Board approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2020 Financial Statements final. The Supervisory Board concurred with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.30 per share. Ludwigshafen, February 24, 2021 The Supervisory Board West Bank Dr. Kurt Bock BASF Report 2020 209 About This Report 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements Declaration of Conformity Pursuant to Section 161 AktG 5 Overviews Declaration of 2 Management's Report Declaration of Conformity 2020 of the Board of Executive Directors and the Supervisory Board of BASF SE Dr. Jürgen Hambrecht, Chairman of the Supervisory Board, retired from the Super- visory Board on conclusion of the Annual Shareholders' Meeting on June 18, 2020. He had already announced his intention to resign from this position on his reelection by the Annual Shareholders' Meeting 2019. The Annual Shareholders' Meeting elected Dr. Kurt Bock to the Supervisory Board as his successor. The Supervisory Board appointed Dr. Kurt Bock as Chairman of the Supervisory Board immediately following the Annual Shareholders' Meeting. The Supervisory Board member Dr. Alexander C. Karp left the Supervisory Board at the end of July 2020 after announcing his resignation for professional reasons. At the request of the Chairman of the Supervisory Board, supported by the members of the Nomination Committee, the Ludwigshafen am Rhein local court (Amtsgericht) appointed Mr. Liming Chen to the Supervisory Board as a shareholder representative effective October 8, 2020. Liming Chen has many years of management experience at chemical and petrochemical companies. As Chairman of IBM Greater China Group, he also brings with him expertise in digitalization and is very familiar with the growth market of China. Liming Chen is considered independent based on the criteria used by the company to assess the independence of Supervisory Board members. The Supervisory Board satisfied itself that he can devote the necessary time to the BASF mandate. According to the Supervisory Board's assessment, the current members meet in full the objectives for the composition of the Supervisory Board with respect to the competence profile and the diversity concept. 210 BASF Report 2020 Conformity Pursuant to Section 161 AktG The Supervisory Board of BASF SE The Board of Executive Directors of BASF SE 2. The recommendations of the Government Commission on the German Corporate Governance Code as amended on December 16, 2019, published by the Federal Ministry of Justice on March 20, 2020, in the official section of the Federal Gazette are complied with. 1. The recommendations of the Government Commission on the German Corporate Governance Code as amended on February 7, 2017, published by the Federal Ministry of Justice on April 24, 2017, in the official section of the Federal Gazette have been complied with since the submission of the last Declaration of Conformity in December 2019. The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to section 161 of the German Stock Corporation Act (AktG) Ludwigshafen, December 2020 17 .272 About This Report Inventories 274 18 Receivables and miscellaneous assets 275 1 To Our Shareholders 26 Supplementary information on financial instruments 3 Corporate Governance 4 Consolidated Financial Statements Statement by the Board of Executive Directors Statement by the Board of Executive Directors and assurance pursuant to sections 297(2) and 315(1) of the German Commercial Code (HGB) The Board of Executive Directors of BASF SE is responsible for preparing the Consolidated Financial Statements and Management's Report of the BASF Group. The BASF Group Consolidated Financial Statements for 2020 were prepared according to the International Financial Reporting Standards (IFRS), which are published by the International Accounting Standards Board (IASB), London, and have been endorsed by the European Union. 16 Leases We have established effective internal control and steering systems in order to ensure that the BASF Group's Management's Report and Consolidated Financial Statements comply with applicable accounting rules and to ensure proper corporate reporting. 2 Management's Report 268 251 264 Sales revenue 249 8 Functional costs 250 9 Other operating income and expenses The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal control and risk management system are continually audited throughout the Group by our internal audit department. 10 Investments accounted for using the equity method and other financial assets 253 11 Financial result 258 12 Income taxes 259 13 Noncontrolling interests 263 14 Intangible assets 15 Property, plant and equipment To the best of our knowledge, and in accordance with the applicable reporting rules, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. 213 Dr. Martin Brudermüller We have audited the Consolidated Financial Statements of BASF SE and its subsidiaries (the Group), which comprise the balance sheet as at December 31, 2020, statement of income, statement of income and expense recognized in equity, statement of cash flows, statement of equity for the financial year from January 1, 2020 to December 31, 2020 and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the Group Management Report of BASF SE for the financial year from January 1, 2020 to Decem- ber 31, 2020. In accordance with German legal requirements we have not audited the content of those components of the Group Management Report specified in the "Other Information" section of our auditor's report. The Group Management Report contains cross-references which are not intended to use by law and are identified as unaudited. In accordance with the German legal requirements we have not audited the content of those cross-references and the related refer- enced information. In our opinion, on the basis of the knowledge obtained in the audit, - the accompanying Consolidated Financial Statements comply, in all material respects, with the IFRSS as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code (HGB) and full IFRS and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2020, and of its financial performance for the financial year from January 1, 2020 to December 31, 2020, and - the accompanying Group Management Report as a whole pro- vides an appropriate view of the Group's position. In all material respects, this Group Management Report is consistent with the Consolidated Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the Group Manage- ment Report does not cover the content of those parts of the Group Management Report specified in the "Other Information" section of our auditor's report. The Group Management Report contains cross-references which are not legally required and are identified as unaudited. Our opinion does not cover those cross-references and the referenced information. Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the Consolidated Financial Statements and of the Group Man- agement Report. Basis for the Opinions Opinions We conducted our audit of the Consolidated Financial Statements and of the Group Management Report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial State- ments and of the Group Management Report" section of our audi- tor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the Consolidated Financial Statements and on the Group Management Report. Key audit matters are those matters that, in our professional judg- ment, were of most significance in our audit of the Consolidated Financial Statements for the financial year from January 1, 2020 to December 31, 2020. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. 1 This is a translation of the German original. Solely the original text in German language is authoritative. BASF Report 2020 214 About This Report 1 To Our Shareholders 2 Management's Report Key Audit Matters in the Audit of the Consolidated Financial Statements Report on the Audit of the Consolidated Financial Statements and of the Group Management Report TO BASF SE, Ludwigshafen am Rhein Independent Auditor's Report¹ Chairman of the Board of Executive Directors Dr. Hans-Ulrich Engel Vice Chairman and Chief Financial Officer Saori Dubourg Michael Heinz Dr. Markus Kamieth Dr. Melanie Maas-Brunner Chief Technology Officer Wayne T. Smith BASF Report 2020 5 Overviews 7 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews Ludwigshafen am Rhein, February 23, 2021 248 Declaration of Conformity with the German 241 278 214 21 Liabilities 279 22 Statement of Income 222 277 23 282 288 24 Risks from litigation and claims 290 Statement of Income and 25 Other financial obligations 291 Provisions for pensions and similar obligations Other provisions 213 19 Capital, reserves and retained earnings 20 Other comprehensive income Independent Auditor's Report Statement by the Board of Executive Directors 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Declaration of Corporate Governance 4 Consolidated Financial Statements 5 Overviews Declaration of Corporate Governance Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB1 The Declaration of Corporate Governance, pursuant to section 315d HGB in connection with section 289f HGB, comprises the subchapters Corporate Governance Report including the descrip- tion of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (except for the disclosures pursuant to section 315a(1) HGB), Compliance and Declaration of Conformity as per section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. 1 In the version applicable to the Financial Statements and Management's Report for the 2020 fiscal year pursuant to Article 83 of the Introductory Act on the German Commercial Code (EGHGB) BASF Report 2020 211 Chapter 4 pages 212-312 4 Consoli- dated Financial Statements Expense Recognized in Equity 223 224 27 Statement of cash flows and capital structure 32 Services provided by the external auditor 312 2 Scope of consolidation 233 33 3 Corporate Governance 235 Corporate Governance Code 312 Notes 1 Summary of accounting policies 3 Acquisitions and divestitures 4 BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB). 241 5 Reporting by segment and region 228 6 Earnings per share 311 31 management Statement of Cash Flows 226 28 Personnel expenses and employees 304 306 29 Share price-based compensation programs Statement of Changes in Equity 227 and BASF incentive share program 307 30 Compensation of the Board of Executive Directors and Supervisory Board 310 228 Related party transactions 4 Consolidated Financial Statements Independent Auditor's Report Financial statement risk Recoverability of goodwill provides an appropriate view of the Group's position and is, in all material respects, consistent with the Consolidated Financial State- ments, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Board of Executive Directors is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Group Management Report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Group Management Report. The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and of the Group Management Report. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management Report as a whole provides an appropriate view of the Group's position and, in all material respects, is consis- tent with the Consolidated Financial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the Consolidated Financial Statements and on the Group Management Report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the economic BASF Report 2020 218 About This Report Furthermore, the Board of Executive Directors is responsible for the preparation of the Group Management Report that, as a whole, 1 To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews decisions of users taken on the basis of these Consolidated Finan- cial Statements and this Group Management Report. We exercise professional judgment and maintain professional skep- ticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the Con- solidated Financial Statements and of the Group Management Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opin- ions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta- tions, or the override of internal control. - 2 Management's Report In preparing the Consolidated Financial Statements, the Board of Executive Directors is responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addi- tion, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the Board of Execu- tive Directors is responsible for such internal control as they have determined necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information 5 Overviews Our observations The underlying approach for impairment testing for the above- mentioned property, plant and equipment, including the valuation method, is consistent with accounting principles. The assumptions and data used by the group are appropriate. The disclosures in the Notes on the key assumptions are appropriate and complete. Other Information The Board of Executive Directors and the Supervisory Board are responsible for the other infor-mation. The other information com- prises the following components of the Group Management Report, whose content was not audited: - the information of the integrated non-financial statement which is identified as unaudited the corporate governance statement in the section Corporate Governance of the Group Management Report, and - is materially inconsistent with the Consolidated Financial State- ments, with the Group Management Report information audited for content or our knowledge obtained in the audit, or - otherwise appears to be materially misstated. If we conclude, based on the work we have conducted, that there is a material misstatement of this other information, we are obligated to report on this fact. We do not have anything to report in this regard. Responsibilities of the Board of Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report The Board of Executive Directors is responsible for the prepara- tion of the Consolidated Financial Statements that comply, in all material respects, with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant to the disclosures which are not normally part of the Group Manage- Section 315e (1) HGB and full IFRS and that the Consolidated ment Report and which are identified as unaudited. Additionally, the other Information comprises the remaining parts of the BASF Report 2020. The other Information does not comprise the Consolidated Financial Statements, the audited parts of the Group Management Report and our auditor's report. Our opinions on the Consolidated Financial Statements and on the Group Management Report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. - 4 Consolidated Financial Statements Independent Auditor's Report Obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures (systems) relevant to the audit of the Group Manage- ment Report in order to design audit procedures that are appro- priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. · Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consoli- dated Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS. In addition, the company's Board of Executive Directors is responsi- ble for the internal controls they consider necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format. The company's Board of Executive Directors is also responsible for the submission of the ESEF documents together with the auditor's report and the attached audited consolidated financial statements and audited group management report as well as other documents to be published to the operator of the German Federal Gazette (Bundesanzeiger). The supervisory board is responsible for overseeing the preparation of the ESEF documents as part of the financial reporting process. Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise professional judgement and maintain professional skepticism throughout the assurance work. We also: - Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appro- priate to provide a basis for our assurance opinion. - The company's Board of Executive Directors is responsible for the preparation of the ESEF documents including the electronic repro- duction of the consolidated financial statements and the group management report in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the consolidated financial state- ments in accordance with Section 328 (1) sentence 4 item 2 HGB. - Obtain an understanding of internal control relevant to the assurance of the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effective- ness of these controls. Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing the ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815 on the technical specification for this electronic file. - Evaluate whether the ESEF documents enable an XHTML repro- duction with content equivalent to the audited consolidated finan- cial statements and the audited group management report. Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction. BASF Report 2020 220 About This Report - We conducted our assurance work on the reproduction of the con- solidated financial statements and the group management report contained in the above-mentioned electronic file in accordance with Section 317 (3b) HGB and the Exposure Draft of the IDW Assurance Standard: Assurance in accordance with Section 317 (3b) HGB on the Electronic Reproduction of Financial Statements and Manage- ment Reports Prepared for Publication Purposes (ED IDW ASS 410). Accordingly, our responsibilities are further described below. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1). In our opinion, the reproduction of the consolidated financial state- ments and the group management report contained in the above-mentioned electronic file and prepared for publication pur- poses complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. We do not express any opinion on the information contained in this reproduc- tion nor on any other information contained in the above-mentioned file beyond this reasonable assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from January 1, 2020 to December 31, 2020 contained in the "Report on the Audit of the Consolidated Financial Statements and the Group Management Report" above. We have performed assurance work in accordance with Section 317 (3b) HGB to obtain reasonable assurance about whether the reproduction of the consolidated financial statements and the group management report (hereinafter the "ESEF documents") contained in the file that can be downloaded by the issuer from the electronic client portal with access protection, "basf-gruppe-2020-12-31.zip" (SHA256-hash value: 82cc4e309e39828deed8d847fadf9e0d1adf- 87cacaa62c0fa75f305e2421f883) and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format ("ESEF for- mat"). In accordance with German legal requirements, this assur- ance only extends to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the in- formation contained in this reproduction nor any other information contained in the above-mentioned electronic file. Obtain sufficient appropriate audit evidence regarding the finan- cial information of the entities or business activities within the Group to express opinions on the Consolidated Financial State- ments and on the Group Management Report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions. · Evaluate the consistency of the Group Management Report with the Consolidated Financial Statements, its conformity with law, and the view of the Group's position it provides. - Perform audit procedures on the prospective information presented by the Board of Executive Directors in the Group Management Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Board of Executive Directors as a basis for the pro- spective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the relevant independence requirements, and com- municate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards. From the matters communicated with those charged with gover- nance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. BASF Report 2020 219 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews Other Legal and Regulatory Requirements Report on the Assurance in accordance with Section 317 (3b) HGB on the Electronic Reproduction of the Consolidated Financial State- ments and the Group Management Report Prepared for Publication Purposes Evaluate the appropriateness of accounting policies used by the Board of Executive Directors and the reasonableness of estimates made by the Board of Executive Directors and related disclosures. Conclude on the appropriateness of the Board of Executive Direc- tors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw atten- tion in the auditor's report to the related disclosures in the Consol- idated Financial Statements and in the Group Management Report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evi- dence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. 3 Corporate Governance 2 Management's Report 1 To Our Shareholders To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews Our audit approach First, we gained an understanding of the acquisition transaction by surveying employees in the accounting and controlling units as well as by evaluating the relevant contracts. 1 We assessed the competence, skills and objectivity of the indepen- dent expert contracted by BASF. Moreover, against the backdrop of our knowledge of BASF's business model, we evaluated the identi- fication process for the acquired assets and assumed liabilities for compliance with the requirements under IFRS 3. We examined the valuation methods used for compliance with the relevant accounting principles. We discussed the expected development of sales and margins with the persons responsible for planning. Moreover, we evaluated the consistency of the assumptions with external market estimates. We compared the license rates used in the valuation of intangible assets with reference values from relevant external databases. We evaluated the applied useful lives based on conversations with the client's experts and on the underlying product life cycles. Moreover, we satisfied ourselves of the methodological appropriate- ness of the calculation and the appropriateness of the weighted cost of capital rates. We compared the assumptions and data underlying the cost of capital, in particular the risk-free rate, the market risk premium and the beta factor, with our own assumptions and publicly available data. In order to assess the accuracy of the measurement, we reproduced selected calculations taking into account risk-based considerations. Finally, we assessed whether the disclosures in the Notes on the acquisition of the polyamide business are complete and appropriate. Our observations The underlying approach for the identification and valuation of the acquired assets and assumed liabilities is appropriate and consis- tent with the applicable accounting principles. The key assumptions and data are appropriate and the presentation in the Notes to the Consolidated Financial Statements is complete and appropriate. Recoverability of the shareholding in Wintershall Dea We consulted our valuation specialists in order to assess, among other things, the appropriateness of the identification and valuation methods as well as the assumptions used therein. About This Report 215 BASF Report 2020 For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 232. The underlying assumptions used in the calculation and the disclo- sures on the impairment tests performed are included in Note 14 to the Consolidated Financial Statements from page 264 onward. Financial statement risk Intangible assets in the Consolidated Financial Statements of BASF SE include goodwill in the amount of €6,959 million. Good- will accounts for 8.7% of total assets and thus has a material impact on the company's net assets. Goodwill must be tested for impairment annually and whenever there is an indication that goodwill may be impaired. Due to the demand declines and the expected slow recov- ery in the automotive and aviation industries, the goodwill impairment testing resulted in impairments of €786 million in the reporting year in the cash-generating unit Surface Treatment in the Surface Tech- nologies segment. Goodwill impairment testing is based on a range of discretionary assumptions. These include the forecasts for future cash inflows in the detailed planning period, the assumed growth rate for subse- quent periods and the cost of capital. These assumptions have a material impact on the recoverability of goodwill. The growth fore- casts of the Board of Executive Directors are associated with risks and can be revised in light of volatile raw materials prices and an instable macroeconomic environment. There is the risk for the financial statements that an impairment as of the balance sheet date is not identified or that an impairment as of the balance sheet date is not recognized with an appropriate amount. In addition, there is also a risk that the disclosures in the Notes on the key assumptions are not appropriate and complete. Our audit approach We consulted our valuation specialists in order to assess, among other things, the appropriateness of the key assumptions as well as the Group's methods of calculation. Our observations The assumptions and data underlying the calculations of the Board of Executive Directors are acceptable overall. The disclosures in the Notes on the key assumptions are appropriate and complete. For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 232. Information on the acquisition can be found in Note 3 to the Consol- idated Financial Statements from page 235 onward. We examined the forecast for the expected business and earnings The acquisition of Solvay's polyamide business development in the detailed planning period, in particular with respect to whether the expected development of the relevant sales markets were given appropriate consideration and are consistent with the current budgets adopted by the Board of Executive Direc- tors and the Supervisory Board. We compared internal growth forecasts with industry expectations and those of significant com- petitors and we assessed whether assumptions contained in the planning regarding the future development of margins and the amount of investments are appropriate. Our review of the appropri- ateness of the budgets adopted by the Board of Executive Directors and the Supervisory Board also included a comparison of planning in past business years with the results actually achieved. For selected units, we examined whether reasons for not reaching planned values in the past were given appropriate consideration in current planning, to the extent that this was relevant. We assessed the appropriateness of the assumed growth rate for the period following the detailed planning period on the basis of industry-specific and macroeconomic studies. We evaluated the methodological appropriateness of the calculation and the appropri- ateness of the weighted cost of capital rates. To this end, we calcu- lated our own expected values for the assumptions and data under- lying the weighted cost of capital rates and compared these with the assumptions and data used. On January 31, 2020, BASF acquired Solvay's global polyamide business. The total acquisition costs amounted to €1,319 million. Taking into account the acquired net assets of €1,299 million, good- will amounted to €20 million. As a rule, the acquired identifiable assets and assumed liabilities are recognized at fair value on the date of acquisition in accordance with IFRS 3. To identify and assess the acquired identifiable assets and assumed liabilities, BASF consulted an external expert. Identifying and assessing the acquired intangible assets are com- plex and based on the discretionary assumptions of the Board of Executive Directors. The key assumptions are the projected devel- opment of sales and margins in the acquired business, the license rates used in assessments based on the license price analogy method, the underlying useful lives of the identified assets and the cost of capital. Finally, we assessed whether the disclosures in the Notes on the key There is the risk for the financial statements that the acquired intan- assumptions are appropriate and complete. gible assets are inaccurately identified and/or valued incorrectly. In addition, there is also a risk that the disclosures in the Notes are not complete and appropriate. For information on the accounting principles applied and the under- lying assumptions used in the calculation, please refer to Note 10.2 to the Consolidated Financial Statements on page 255. Financial statement risk In the Consolidated Financial Statements of BASF SE, shares in Wintershall Dea in the amount of €10,199 million are reported under non-integral shareholdings accounted for using the equity method. The shareholding in Wintershall Dea accounts for 12.7% of total assets and thus has a material influence on the company's net assets. The carrying amount of Wintershall Dea is calculated using the equity method. Impairments of €843 million on assets belonging to Wintershall Dea were taken into account. If, in addition to this, there are indicators for an impairment of an equity-accounted sharehold- ing as a whole, the company determines the recoverable amount as of the reporting date and compares this with the carrying amount. The recoverable amount is the higher of fair value less costs to sell and the value in use of the shareholding. The recoverable amount is determined using the discounted cash flow method. If the carrying amount is higher than the recoverable amount, this results in an impairment. Impairments of property, plant and equipment For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 232. The development of property, plant and equipment, including a list of the impairments, can be found in Note 15 from page 268 onward in the Notes to the Consolidated Financial Statements. Financial statement risk As of December 31, 2020, property, plant and equipment in the amount of €19,647 million were recognized in the Consolidated Financial Statements of BASF SE. Depreciation and amortization of property plant and equipment in the 2020 business year included impairments of €2,059 million. These impairments had a material impact on the group's net assets and results of operations in the business year ended December 31, 2020. If there are indications for an impairment of assets, the company determines the recoverable amount as of the balance sheet date and compares this with the respective carrying amount. If the carry- ing amount is higher than the recoverable amount, an impairment must be recognized. The recoverable amount is the higher of fair value less costs to sell and the value in use of the shareholding. The recoverable amount is determined using the discounted cash flow method. In general, the determination of the recoverable amount takes place at the level of cash-generating units. Impairment testing of assets using the discounted cash flow method is complex and based on a range of discretionary assumptions. These include, in particular, the projected cash flows as well as the cost of capital rates used. There is the risk for the financial statements that an impairment as of the balance sheet date is not recognized with an appropriate amount. In addition, there is also a risk that the disclosures in the Notes on the key assumptions are not appropriate and complete. Our audit approach In a first step, we evaluated the design and establishment of controls put in place by BASF for the valuation of property, plant and equip- ment. In discussions with representatives of the group from corpo- rate management, accounting and controlling, we gained an under- standing of the specific valuation risks identified by the company and we learned about the approaches used by the company to determine impairments. With regard to the valuation model, we assessed whether the valu- ation methodology is consistent with the relevant valuation principles and we confirmed the mathematical accuracy via modeling. In con- sultation with our valuation specialists, we satisfied ourselves of the methodological appropriateness of the calculation and the appropri- ateness of the weighted cost of capital rates used. To this end, we calculated our own expected values for the assumptions and data underlying the weighted cost of capital rates and compared these with the assumptions and data used. In addition, we evaluated whether the assumptions and forecasts of future cash flows underlying the valuations were based on appropri- ate and acceptable assumptions. To this end, we sought explana- tions of these assumptions from the persons responsible for plan- ning and we evaluated the effects of the assumptions on the planning of future cash flows. Through comparisons to other forecasts inter- nally available within the company, we ascertained their consistency. If the identified impairments resulted from changes in the market environment, we assessed the appropriateness of the underlying assumptions about expected cash flows and compared these with external market estimates. We then discussed the calculated valua- tion results with BASF and carried out the resulting accounting treatment of the valuation results. Finally, we assessed whether the disclosures in the Notes on the key assumptions are appropriate and complete. BASF Report 2020 217 About This Report The company's assumptions and data underlying the measurement are appropriate. The associated disclosures in the notes are appro- priate and complete. 5 Overviews The underlying calculation method for the impairment test of the shareholding in Wintershall Dea as a whole is appropriate and con- sistent with the applicable accounting principles. Finally, we assessed whether the disclosures in the Notes on the recoverability of the shareholding in Wintershall Dea as a whole are appropriate and complete. The calculation of the recoverable amount of the shareholding in the Wintershall Dea is complex and based on discretionary assumptions. These include, in particular, BASF's forecasts on production volumes of Wintershall Dea's oil and gas fields based on expected license terms and production profiles, the development of oil and gas prices, and the cost of capital. After carrying out impairment testing, the company did not identify a need for an impairment of its shareholding in Wintershall Dea as a whole. There is the risk for the financial statements that a decline in the value of the shareholding as a whole as of the balance sheet date was not identified. In addition, there is also the risk that the associated disclo- sures in the Notes are not appropriate and complete. Our audit approach From explanations provided by employees in accounting, we gained an understanding of the company's process to identify indicators for impairment as well as of the determination of the recoverable amount. In doing so, we assessed, among other things, whether the calculation of the recoverable amount of the shareholding in Wintershall Dea is consistent with the relevant accounting principles and whether the key assumptions made in this calculation are appropriate. We discussed the projected development of production volumes and oil and gas prices with the persons responsible for planning. We evaluated the production profiles used in the measurement of the exploration and production business's assets, taking into account assessments by experts contracted by Wintershall Dea. In order to assess its suitability as a basis for calculation, we had the oil and gas price scenario used by the company explained to us. To assess its appropriateness, we compared the oil and gas price scenario used by BASF with the published forecasts of industry associations, ana- lysts, international institutions and other market participants. BASF Report 2020 216 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews In consultation with our valuation specialists, we furthermore satisfied ourselves of the methodological appropriateness of the calculation and the appropriateness of the weighted cost of capital rates. We compared the assumptions and data underlying the cost of capital, in particular the risk-free rate, the market risk premium and the beta factor, with our own assumptions and publicly available data. In order to assess the accuracy of the measurement of the interest in Wintershall Dea, we reproduced selected calculations taking into account risk-based considerations. Our observations Balance Sheet 291 1 KPMG AG Wirtschaftsprüfungsgesellschaft [Original German version signed by:] Sailer Wirtschaftsprüfer [German Public Auditor] Dr. Dietz Wirtschaftsprüferin [German Public Auditor] BASF Report 2020 221 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Income 5 Overviews Frankfurt am Main, February 23, 2021 The German Public Auditor responsible for the engagement is Dr. Stephanie Dietz. German Public Auditor Responsible for the Engagement We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). 1,878 [10] 21,792 19,647 [15] 14,525 13,145 [14] Statement of Income December 31, 2019 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Independent Auditor's Report 5 Overviews Further Information pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the annual general meeting on June 18, 2020. We were engaged by the Chairwomen of the audit committee on September 7, 2020. We have been the group auditor of BASF SE without interruption since the financial year 2006. December 31, 2020 BASF Group Statement of income Million € Income taxes Income after taxes from continuing operations Income after taxes from discontinued operations Income after taxes Noncontrolling interests Net income Earnings per share from continuing operations (€) Earnings per share from discontinued operations (€) Earnings per share (€) Income before income taxes Dilution effect (€) BASF Report 2020 Explanations in Note 2020 2019 [7] 59,149 59,316 [7] Diluted earnings per share (€) 1,885 Financial result Other financial expenses Sales revenue Cost of sales Gross profit on sales Selling expenses General administrative expenses Research and development expenses Other operating income Other operating expenses Other financial result Income from integral companies accounted for using the equity method Income from non-integral companies accounted for using the equity method Income from other shareholdings Expenses from other shareholdings Net income from shareholdings Interest income Interest expenses Interest result Other financial income Income from operations [10] 10,874 13,123 Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade Noncurrent liabilities Other liabilities Financial indebtedness Liabilities of disposal groups Other provisions Deferred tax liabilities Provisions for pensions and similar obligations Equity Noncontrolling interests Equity attributable to shareholders of BASF SE Other comprehensive income Retained earnings Capital reserves Tax provisions Subscribed capital Current liabilities Explanations in Note 670 [13] 41,497 33,728 -4,850 -8,474 [20] 42,056 Total equity and liabilities 37,911 3,115 3,115 [19] 1,176 1,176 [19] December 31, 2019 December 31, 2020 [19] -44,040 Million € Balance Sheet [18] 9,093 9,466 [18] 11,223 10,010 [17] 55,960 4,673 50,424 912 [18] 2,887 3,386 [12] 636 582 [10] 1,112 Equity and liabilities 3,790 444 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 224 BASF Report 2020 207 a In order to increase transparency on the reporting of BASF, companies accounted for using the equity method that are not an integral part of the BASF Group are classified as pure financial investments and are shown separately on the balance sheet as of January 1, 2020. For more information, see the Notes to the Consolidated Financial Statements from page 228 onward b For a reconciliation of the amounts in the statement of cash flows with the balance sheet item cash and cash equivalents, see page 226. 80,292 30,990 29,868 4,013 1,182 2,427 4,330 [1] [3] 86,950 -43,061 15,109 16,255 54 Unrealized gains/losses from currency translation Reclassification of realized gains/losses from currency translation recognized in the statement of income Deferred taxes on reclassifiable gains/losses Reclassifiable gains/losses after taxes from investments accounted for using the equity method (after taxes) Reclassifiable gains/losses -1,612 481 71 834 65 -5 -1,286 -9 -2,753 1,357 Other comprehensive income after taxes of which attributable to shareholders of BASF SE attributable to noncontrolling interests Comprehensive income -28 of which attributable to shareholders of BASF SE Reclassification of realized gains/losses recognized in the statement of income in connection with cash flow hedges 25 5 Overviews BASF Group 2020 2019 -1,075 8,491 Remeasurement of defined benefit plansb Deferred taxes on the remeasurement of defined benefit plans Unrealized gains/losses in connection with cash flow hedges -1,376 422 359 Remeasurement of defined benefit plans from investments accounted for using the equity method (after taxes) Nonreclassifiable gains/losses -19 -46 -973 -393 14 -706 Income after taxes attributable to noncontrolling interests b For more information on the remeasurement of defined benefit plans, see Note 22 from page 282 onward BASF Group Assets Million € Intangible assets Property, plant and equipment Integral investments accounted for using the equity methodª Non-integral investments accounted for using the equity methodª Other financial assets Balance Sheet Deferred tax assets Noncurrent assets Inventories Accounts receivable, trade Other receivables and miscellaneous assets Marketable securities Cash and cash equivalentsb Assets of disposal groups Current assets Other receivables and miscellaneous assets a For more information on other comprehensive income, see Note 20 on page 278 of the Notes Balance Sheet 4 Consolidated Financial Statements BASF Report 2020 -3,726 964 -3,677 949 -49 15 -4,801 5 Overviews 9,455 9,370 -64 85 223 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance -4,737 853 Million € BASF Group -925 -149 157 33 -141 -78 -909 -194 [10] 164 -537 -648 -373 -465 118 81 -207 -321 183 -89 4,201 [5] [8] -7,497 -7,912 [8] -1,228 -1,310 [8] -2,086 -191 -2,158 1,399 2,095 [9] -6,108 -3,034 [10] 220 265 [9] Statement of comprehensive incomea -240 -462 0.43 6.45 [6] -1.15 9.17 [6] 0.00 -0.02 [6] [6] 9.15 222 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Statement of Income and Expense Recognized in Equity Statement of Income and Expense Recognized in Equity -1.15 [11] 2.72 [6] -705 -1,562 3,302 [12] 91 -756 -1,471 2,546 -1.58 [3] 5,945 -1,075 8,491 [13] 15 -70 -1,060 8,421 396 34,398 42,350 BASF Report 2020 8,421 8,421 -3,064 -125° -2,939 -2,939 36,109 1,055 70 35,054 Non- controlling interests Equity attributable to shareholders of BASF SE Other com- prehensive incomeb -5,939 -113 5 -466 Cash flow hedges Currency of securities at translation fair value Equity Measurement 8,491 1,264 -35 5 798 -5,618 42,056 3,115 1,176 -150 -393 -162 140 140 -125 964 15 949 949 78 12 -4,850 ment of defined benefit plans -5,365 3,118 -12 -11 -1 53 53 -54 -3,726 -49 1,176 -3,677 -108 2 -2,598 -973 -1,075 -15 -1,060 -1,060 -3,677 36,699 3,115 -6,538 1,176 As of December 31, 2019 Changes in scope of consolidation and other changes Other comprehensive income after taxes Income after taxes Dividends paid As of January 1, 2019 Retained earnings 37,911 Capital reserves Remeasure- 34,398 670 33,728 -8,474 -143 7 -1,800 Subscribed capital -3,139 41,497 42,350 - - The parent company has rights to variable returns from the investee The parent company can use its decision-making power to affect the variable returns Based on corporate governance and any additional agreements, companies are analyzed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations in accordance with IFRS 11. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. BASF Report 2020 230 - BASF Report 2020 Amendments to IAS 1 - Presentation of Financial Statements - Classification of Liabilities The IASB issued further amendments to standards and interpre- tations which are still subject to E.U. endorsement and whose application is not yet mandatory. These amendments are unlikely to have a material impact on the reporting of BASF. BASF does not plan on early adoption of these amendments. IFRSS and IFRICS not yet to be considered and not yet endorsed by the E.U. The amendments from phase 2 of the Interest Rate Benchmark Reform, which were issued on August 27, 2020, are intended to simplify accounting during the IBOR reform. They supplement the requirements from the first phase and generally deal with the replacement of one benchmark interest rate with another. With respect to the presentation of financial instruments, it was clarified that in the case of changes to contractual cash flows, the carrying amount of financial instruments is not to be adjusted or derecog- nized. Under certain conditions, the effective interest rate can be changed to reflect the change in the alternative interest rate benchmark. Similarly, with respect to the accounting treatment of hedging transactions, under certain conditions, it is not necessary to end a hedge accounting relationship designated for hedge account- ing purposes due to changes arising from the IBOR reform. In addition, minor changes to IFRS 16 and IFRS 4 as well as additional IFRS 7 disclosure requirements were adopted. The amendments were endorsed by the E.U. on January 13, 2021 and will come into force for fiscal years beginning on or after January 1, 2021. Amendments to IFRS 9 - Financial Instruments, IAS 39 - Financial Instruments: Recognition and Measurement, IFRS 7 - Financial Instruments: Disclosures, IFRS 4 - Insurance Contracts, and IFRS 16 - Leases - Interest Rate Benchmark Reform - Phase 2 The amendments to IFRS 4 issued on June 25, 2020 are aligned with the two-year postponement of the date on which IFRS 17 will come into force to reporting periods beginning on or after Janu- ary 1, 2023. They include an analog extension of the temporary exemption period for certain insurance companies from application of IFRS 9 - Financial Instruments, requiring these insurance com- panies to apply IFRS 9 for the first time in fiscal years beginning on or after January 1, 2023. The amendments were endorsed by the E.U. on December 15, 2020 and are to be applied for the first time on or after January 1, 2021. Amendments to IFRS 4 - Insurance Contracts - Extension of Temporary Exemption from Application of IFRS 9 The effects on the BASF Group financial statements of the IFRSS and IFRICS not yet in force in 2020 but already endorsed by the European Union were reviewed and are explained below. BASF currently assumes that they will have no material effect on the Consolidated Financial Statements. It does not plan on early adoption of these amendments. The IASB issued amendments to IAS 1 on January 23, 2020. The amendments pertain to a limited modification of the relevant criteria used to classify liabilities as current or noncurrent. They specify that the classification of liabilities as current depends on the company's rights as of the balance sheet date to postpone settlement of the liability by a minimum of 12 months after the end of the reporting period. If such rights exist, the liability is classified as noncurrent. Otherwise, it is classified as current. Classification is irrespective of management's expectations and of possible events after the balance sheet date. It also specifies that settlement of a liability is defined as the repayment of a liability using cash, other economic resources or a company's own equity instruments. The IASB issued a further amendment on July 15, 2020 whereby the date of initial application of the amendment on classification of liabilities will be postponed by one year to January 1, 2023 - subject to endorsement by the E.U. IFRSS and IFRICS not yet to be considered but already endorsed by the E.U. According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. "Control" of an investee assumes the simultaneous fulfillment of the following three criteria: - The parent company holds decision-making power over the relevant activities of the investee 1.3 Group accounting principles To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Amendments to IFRS 3 - Business Combinations, IAS 16 - Property, Plant and Equipment, IAS 37 - Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements to IFRS 2018-2020 These amendments were issued on May 14, 2020 and - subject to E.U. endorsement - will come into force on January 1, 2022. Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. The amendments to IFRS 3 include an update of the reference to the Conceptual Framework in IFRS standards. Furthermore, an additional provision will be added to IFRS 3 stating that an acquirer must apply the provisions from IAS 37 and IFRIC 21 rather than the Conceptual Framework when identifying assumed liabilities within the scope of these standards. The content of the accounting rules for business combinations will not change. The amendments to IAS 37 pertain to the definition of the costs a company includes when determining if a contract will cause losses. Accordingly, settlement costs are all costs that would not be incurred without the contract (incremental cost) as well as other costs directly attributable to the contract. The annual improvements to IFRS 2018-2020 pertain to amend- ments to IFRS 9 - Financial Instruments, whereby only such costs and fees which are paid to the lender by the company and vice versa are to be included in the “10% test" for the purpose of derecognition of financial liabilities. Costs or fees paid to other third parties may not to be included. Moreover, they pertain to minor amendments to IFRS 1 First-Time Adoption of International Financial Reporting Standards, IAS 41 - Agriculture, and to the explanatory examples of IFRS 16 - Leases. IFRS 17 - Insurance Contracts, including amendments to IFRS 17 229 Amendments to IAS 1 - Presentation of Financial State- ments and IFRS Practice Statement 2 - Making Materiality Judgements The amendments were issued on February 12, 2021. The amendments to IAS 1 - Disclosure of Accounting Policies - requires that only material accounting policies shall be disclosed in the notes in the future. Accounting policy information is material if it relates to material transactions or events and there is a reason to consider materiality (for example a change in accounting policy). The guidelines in IFRS Practice Statement 2 were accordingly adjusted. The amendments are to be applied in the fiscal year beginning on or after January 1, 2023 - subject to endorsement by the E.U. The effect on the reporting of BASF will be examined. Amendments to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments issued on February 12, 2021, clarify how entities can better distinguish between changes resulting from changes in accounting policies from changes in accounting estimates. For this purpose, accounting estimates are defined as "monetary amounts in financial statements that are subject to measurement uncertainty". The amendments are to be applied in the fiscal year beginning on or after January 1, 2023 - subject to endorsement by the E.U. The effect on the reporting of BASF will be examined. The amendments to IAS 16 specify that income received by a company through the sale of items produced while the asset is being brought to its location and into working order must be recognized with the associated costs in profit or loss. Including these items in the cost of the asset is not permissible. 853 On May 28, 2020, the IASB issued an amendment to IFRS 16 aimed at simplifying lessees' accounting of concessions, such as deferments of rent payment or deductions in rent prices, which are granted as a direct result of the coronavirus pandemic. If certain requirements are met, lessees may forego the determination of whether a coronavirus-related rent concession presents a modification of the lease agreement. These amendments were endorsed by the E.U. on October 9, 2020. They had no material effect on BASF. The amendments issued on October 22, 2018 specify that a business is a set of activities and assets with at least one input and one substantive process that together significantly contribute to the ability to create outputs. Outputs are defined as the provision of goods and services to customers. The existing reference to cost reduction as a characteristic of business combinations was removed. In addition, the new provisions also contain an optional concentration test designed to simplify identification of a business. The modified definition was endorsed by the E.U. on April 21, 2020. These amendments had no material effect on the reporting of BASF. BASF SE (registered at the district trade register, or Amtsgericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. 1.1 General information 1 Summary of accounting policies Notes Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance One change arose with respect to the presentation of some of the investments accounted for using the equity method that are not an integral part of the BASF Group. Income from non-integral companies accounted for using the equity method is no longer presented in the BASF Group's EBIT, but under net income from shareholdings. Due to its increased significance, this will be presented as a separate subtotal within income before income taxes and is no longer part of the financial result. Integral and non-integral investments accounted for using the equity method will also be shown separately in the balance sheet. The statement of income for 2019 has been restated accordingly. 2 Management's Report 1 About This Report 227 BASF Report 2020 d Granting of BASF shares under BASF's "plus" share program c Including profit and loss transfers b Details are provided in the Statement of Income and Expense Recognized in Equity on page 223 a For more information on the items relating to equity, see Notes 19 and 20 from page 277 onward To Our Shareholders Amendments to IFRS 16 - Leases Relating to Coronavirus- Related Rent Concessions For more information, see Note 1.3 from page 230 onward and Note 10 from page 253 onward 1.2 Changes in accounting principles Amendments to IFRS 3 - Business Combinations Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report On February 23, 2021, the Board of Executive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for review and approval, and released them for publication. 228 The IASB issued amendments to IFRS 9, IAS 39 and IFRS 7 on September 26, 2019, completing Phase 1 of the Interest Rate Benchmark Reform project. The amendments relate to existing uncertainties surrounding the interest rate benchmark reform. According to the original hedge accounting policies, pending adjustments to interest rate benchmarks would, in many cases, have resulted in an end to hedging relationships. The amendments to IFRS 9 and IAS 39 ensure the continuity of hedging relationships despite existing uncertainties regarding interest rate benchmarks, for example by defining that the highly probable requirement is always considered to be met. In connection with the amendments to IFRS 9 and IAS 39, disclosure requirements were added to IFRS 7. The amendments were endorsed by the E.U. on Janu- ary 15, 2020. This change did not have a material impact on BASF as no hedging relationships affected by interest rate benchmarks were subject to hedge accounting. Amendments to IFRS 9 - Financial Instruments, IAS 39 - Financial Instruments: Recognition and Measurement, and IFRS 7 - Financial Instruments: Disclosures - Interest Rate Benchmark Reform The amendments issued by the IASB on October 31, 2018 provide a uniform and more precise definition of the materiality of information provided in the financial statements, together with accompanying examples. In this connection, the definitions in the Conceptual Framework, IAS 1, IAS 8 and the IFRS Practice Statement 2 (Making Materiality Judgements) were harmonized. The amendments were endorsed by the E.U. on November 29, 2019. They had no material effect on the reporting of BASF. Amendments to IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments update references to and quotes from the Conceptual Framework and were endorsed by the E.U. on Novem- ber 29, 2019. The revised Conceptual Framework issued on March 29, 2018 replaces the previous Conceptual Framework from 2010. The main changes primarily relate to the definition, recognition and measurement of assets and liabilities, as well as the differentia- tion between income and expense and other comprehensive income. They had no material effect on BASF's Consolidated Financial Statements. Amendments to References to the Conceptual Framework in IFRS Standards The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. Business continuity is assumed regardless of the economic impact of the coronavirus pandemic. The accounting policies applied are largely the same as those used in 2019. The Consolidated Financial Statements of BASF SE as of Decem- ber 31, 2020, have been prepared in accordance with the Inter- national Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), and section 315e (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2020 fiscal year, all of the binding IFRSS and pronouncements of the Accounting policies applied for the first time in 2020 International Financial Reporting Interpretations Committee (IFRIC) were applied. The Consolidated Financial Statements are for the period from January 1, 2020 to December 31, 2020 and are presented in euros. They are written in German and translated into English. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. BASF Report 2020 About This Report -108° -3,031 Payments received for divestitures Payments made for acquisitions Payments made for property, plant and equipment and intangible assets Payments made for financial assets and securities Gains (-)/losses (+) from the disposal of noncurrent assets and securities Cash flows from operating activities Changes in pension provisions, defined benefit assets and other items Changes in operating liabilities and other provisions Changes in receivables Changes in inventories Payments received from the disposal of noncurrent assets and securities Depreciation and amortization of property, plant and equipment and intangible assets Million € Statement of cash flowsa BASF Group Statement of Cash Flows 5 Overviews 4 Consolidated Financial Statements Statement of Cash Flows 3 Corporate Governance 2 Management's Report Net income 1 To Our Shareholders Cash flows from investing activities Additions to financial and similar liabilities 4,218 6,751 8,421 2019 2020 -1,060 BASF Report 2020 b In 2020 and 2019, cash and cash equivalents presented in the statement of cash flows deviate from the figures in the balance sheet. For explanations and other disclosures on the statement of cash flows, see Note 27 from page 304 onward. a The statement of cash flows is explained in the Management's Report (Financial Position) on page 63. Capital increases/repayments and other equity transactions Cash and cash equivalents at the end of the yearb changes in the scope of consolidation From foreign exchange rates Changes in cash and cash equivalents Cash-effective changes in cash and cash equivalents Cash flows from financing activities noncontrolling interests To shareholders of BASF SE Repayment of financial and similar liabilities Dividends paid Cash and cash equivalents at the beginning of the yearb 849 About This Report 86,950 29,614 1,678 1,711 [21] 15,015 15,819 [21] 1,340 27,996 1,484 516 587 1,764 1,447 [12] 7,683 8,566 [22] [23] 225 [21] 5,087 80,292 16,604 16,280 1,034 341 [3] 3,427 3,440 5,291 [21] 3,395 [21] 756 988 [12] 2,938 2,825 [23] 3,362 -3,031 479 25 Capital Subscribed Million € Statement of changes in equity 2019a As of December 31, 2020 Changes in scope of consolidation and other changes Other comprehensive income after taxes Income after taxes capital Dividends paid Million € Statement of changes in equity 2020a BASF Group Statement of Changes in Equity 5 Overviews 4 Consolidated Financial Statements Statement of Changes in Equity 3 Corporate Governance 2 Management's Report As of January 1, 2020 1 To Our Shareholders reserves Remeasure- ment of defined benefit plans 42,350 853 41,497 -4,850 -35 5 798 -5,618 Retained earnings 42,056 1,176 Equity Non- controlling interests Equity attributable to shareholders of BASF SE Other com- prehensive incomeb Cash flow hedges Currency of securities at translation fair value Measurement 3,115 -2,176 About This Report 2,455 1,399 822 2,600 2,520 -239 -1,240 -1,126 -877 -1,904 -3,824 7,474 5,413 -634 -15 -5,941 137 906 927 -3,129 226 -1,190 15,135 -13,555 4,335 2,519 2,455 20 8 37 -81 -121 3 1,953 -1,556 -125 -108 -2,939 -3,031 -13,699 10,357 1 -6,405 On March 18, 2020, the IASB decided to postpone the date on which IFRS 17 will enter into force to fiscal years beginning on or after January 1, 2023. The amendment was issued on June 25, 2020. It has not yet been endorsed by the E.U. IFRS 17 was issued on May 18, 2017 and provides requirements on recognition, measure- ment and presentation of insurance contracts within the scope of the standard. IFRS 17 will replace IFRS 4. Explanations in Note Total assets 0.0 20 0.0 Alsachimie S.A.S., Chalampé, France, which is jointly operated with Domo Chemicals for the production of adipic acid Ellba C.V., Rotterdam, Netherlands, which is jointly operated with Shell for the production of propylene oxide and styrene monomer BASF DOW HPPO Production B.V.B.A., Antwerp, Belgium, which is jointly operated with Dow for the production of propylene oxide Butachimie SNC, Chalampé, France, which is jointly operated with Invista for the production of adiponitrile (ADN) and hexamethylenediamine (HMD) - - The joint operations include, in particular: 2.2 Joint operations Other financial obligations Total equity and liabilities of which financial indebtedness Current liabilities of which financial indebtedness Noncurrent liabilities Equity Assets of which cash and cash equivalents 0.0 0.0 43 0.0 24 To Our Shareholders 1 About This Report 234 BASF Report 2020 Stahl Lux 2 S.A., Luxembourg (BASF interest: 16.32%) is classified as an associated company as BASF can exercise significant influence over the company in a number of relevant board decisions. For more information, see BASF Group list of shares held under basf.com/en/corporate governance The material non-integral shareholding is Wintershall Dea GmbH, Kassel/Hamburg, Germany. The company, which has been in existence since May 1, 2019 and in which BASF holds 72.7%, is considered a joint venture because BASF and its partner LetterOne defined the decision-making processes in the governing bodies as such that neither party alone can control the relevant activities. The material equity-accounted shareholding that has been classified as integral is BASF-YPC Company Ltd., Nanjing, China, in which BASF and Sinopec each hold 50%, and which operates the Verbund site in Nanjing. Since 2020, a distinction between shareholdings accounted for using the equity method in integral and those in non-integral companies has been made. Companies over which BASF exercises a significant influence or which are jointly controlled with a partner and not classified as a joint operation are accounted for using the equity method in accordance with IAS 28 (associated companies) and IFRS 11 (joint ventures). 2.3 Joint ventures and associated companies AO Achimgaz, Novy Urengoy, Russia, which was jointly operated with Gazprom for the production of natural gas and condensate, was derecognized in connection with the deconsolidation of the oil and gas business as of April 30, 2019. BASF controls these companies jointly with the respective partner. The companies sell their products directly to the partners. The partners ensure ongoing financing of the companies by purchasing the production. The companies were therefore classified as joint operations in accordance with IFRS 11. 0.0 43 0.0 -11 0.0 0.1 0.0 0.0 -11 0.9 Million € 2019 2020 Noncurrent assets Sales Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures) Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 233 BASF Report 2020 7 9 302 282 % Million € % -3 21 0.2 7 Current assets 0.0 -1 0.1 -23 13 2 Management's Report 0.2 of which property, plant and equipment 0.1 44 0.0 12 0.1 0.0 11 0.0 39 24 3 Corporate Governance 5 Overviews 1,319 Total purchase price 587 334 23 8 28 2 273 253 45 - 11 172 25 1,906 549 68 160 BASF Report 2020 165 235 1 To Our Shareholders %a Million € %a Million € 2019 2020 Other noncurrent assets Financial assets Property, plant and equipment Other intangible assets Goodwill Effects of acquisitions and changes in the preliminary purchase price allocations resulted in the transfer of assets or the assumption of additional liabilities, these are shown as a net impact. The following overview shows the effects of acquisitions in 2020 and 2019 on the Consolidated Financial Statements. When acquisitions Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report About This Report 156 1,357 3 Inventories Noncurrent assets Other receivables and miscellaneous assets Deferred taxes Integral investments accounted for using the equity method Non-integral investments accounted for using the equity method Other financial assets Property, plant and equipment Other intangible assets Goodwill Million € Purchase price allocation for the acquisition of assets and liabilities from Solvay - BASF acquired 100% of shares in Isobionics B.V., Geleen, Netherlands, on September 26, 2019. The company develops and produces a wide range of natural flavors and fragrances with a focus on citrus oil components. This transaction strengthened the Nutrition & Health division. The preliminary purchase price allocation was immaterially revised in 2020, which led to an increase in goodwill of €1 million. In 2019, BASF acquired the following activity: lion in income from operations in the 2020 fiscal year. Including Solvay's businesses and assets in BASF's Consolidated Financial Statements as of January 1, 2020 would have resulted in a sales revenue contribution of €792 million and in income from opera- tions of €104 million. These pro forma data are for comparison purposes. They are not necessarily values that would have resulted had the transaction taken place as of January 1, 2020 and are not suitable for forecasting future developments or events. The majority of total goodwill is not tax deductible. BASF closed the acquisition of Solvay's polyamide business (PA 6.6) on January 31, 2020. Domo Chemicals, Leuna, Germany, was approved by the E.U. Commission as the buyer of the European polyamide business, which could not be acquired by BASF under the conditions imposed by the authorities. The transaction broadens BASF's polyamide capabilities with innova- tive products. It also enhances the company's access to growth markets in Asia as well as in North and South America. Through the backward integration into the key raw material adiponitrile (ADN), BASF is now integrated along the entire polyamide 6.6 value chain and can improve supply reliability. The purchase price of the business acquired by BASF was €1.319 million on a cash and debt-free basis. Of that amount, €1,308 million was already cash effective. The business was integrated into the Performance Materials and Monomers divisions. The transaction between Solvay and BASF included eight production sites in Germany, France, China, India, South Korea, Brazil and Mexico, as well as research and development and technical consultation centers in Asia and the Americas. It also included two shareholdings in France, which are accounted for as joint operations: The 50% interest in Butachimie SNC, Chalampé, France, to produce ADN and hexamethylenediamine, and the 51% interest in the newly established Alsachimie S.A.S., Chalampé, France, to produce adipic acid. With the acquisition, around 700 Solvay employees were transferred to BASF. Furthermore, some 1,000 employees of the Alsachimie S.A.S. and Butachimie SNC joint operations are to be included on a pro rata basis by BASF. The purchase price allocation considers all the facts and circumstances prevailing as of the date of acquisition that were known prior to the preparation of these financial statements. Goodwill of €20 million resulted in particular from sales synergies. The businesses acquired from Solvay accounted for €678 million of sales revenue and -€114 mil- - In 2020, BASF acquired the following activity: Acquisitions 3 Acquisitions and divestitures Notes Accounts receivable, trade Other receivables and miscellaneous assets Marketable securities Cash and cash equivalents 105 559 20 670 Fair value as of date of acquisition Total liabilities Current liabilities Other liabilities Financial indebtedness Tax liabilities 4 Consolidated Financial Statements Provisions Noncurrent liabilities Other liabilities Financial indebtedness Other provisions Tax provisions Deferred tax liabilities Provisions for pensions and similar obligations Total assets Current assets Accounts payable, trade 21 20 7 24.52 21.22 24.42 Mexico (MXN) 4.64 4.80 4.60 4.93 Malaysia (MYR) 122.01 121.85 121.94 126.49 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 21.56 5 Overviews Norway (NOK) 9.86 1.12 1.23 United States (USD) 1,305.32 1,345.58 1,296.28 1,336.00 South Korea (KRW) 1.07 1.09 1.08 Switzerland (CHF) 72.46 82.72 69.96 91.47 Russia (RUB) 9.85 10.72 10.47 Notes In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a proportionally consolidated basis. Companies whose business is dormant or of low volume, and are of minor importance for the presentation of a true and fair view of the net assets, financial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at Group level. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities that are not subsidiaries, joint ventures or joint operations, and over whose operating and financial policies significant influence can be exercised. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Associated companies and joint ventures that are fully or predominantly allocated to operating divisions are classified as integral because they are integrated into the value chain of the respective division; are controlled by the divisions; and they generate their income in close cooperation with the other assets of the BASF Group and/or of these divisions. Equity-accounted income from integral joint ventures or associated companies is reported as part of income from operations (EBIT). Dec. 31, 2020 2019 2020 2019 Brazil (BRL) 6.37 4.52 5.89 4.41 China (CNY) 8.02 7.82 7.87 7.74 United Kingdom (GBP) 0.90 0.85 0.89 Dec. 31, Average rates Closing rates EUR 1 equals Equity-accounted income from non-integral joint ventures or associated companies is reported in net income from shareholdings. For more information, see Note 10 from page 253 onward Consolidation methods: Assets and liabilities of consolidated companies are uniformly recognized and measured in accordance with the principles described herein. For companies accounted for using the equity method, material deviations in measurement resulting from the application of other accounting principles are adjusted for. well as Transactions between consolidated companies as intercompany profits resulting from trade between consolidated companies are eliminated in full. Sales and material other balances and transactions between joint operations and fully consolidated Group companies are eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value. Subsequently, the cost of acquiring the company is compared with the proportional share of the fair value of the net assets acquired. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. The incidental acquisition costs of a business combination are rec- ognized in the income statement under other operating expenses. Foreign currency translation: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date the transaction is recognized. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement and reported under other operating income or expenses, other financial result, and in the case of financial assets measured at fair value through other comprehensive income, in other comprehensive income. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported under other comprehensive income (translation adjustments) and is recognized in the income statement only upon the company's disposal. 1.14 For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, financial statements prepared in the local currency are translated into the functional currency using the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective transactions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the functional currency are translated into the presentation currency according to the closing rate method. 231 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Selected exchange rates BASF Report 2020 2 1.4 Accounting policies 1.12 16 7 16 First-time consolidations 8 7 2 5 of which proportionally consolidated 331 302 30 74 46 50 152 As of January 1 2019 2020 4 Middle East 43 of which proportionally consolidated 76 39 45 143 of which proportionally consolidated As of December 31 1 of which proportionally consolidated 36 63 10 14 14 6 25 Deconsolidations 2 - 2 7 Asia Pacific South America, Africa, North America An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impaired asset (excluding goodwill) is written down by the amount of the difference between these amounts. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 232 BASF Report 2020 For more information, see Note 3 from page 235 onward and Note 14 from page 264 onward Impairment tests on assets are carried out whenever certain triggering events indicate potential impairment. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. Impairment tests entail a comparison of the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on macroeconomic trends. The weighted average cost of capital (WACC) based on the capital asset pricing model plays an important role in impairment testing. It comprises a risk-free interest rate, the market risk premium and an industry-specific spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Fair value less costs to sell must be determined for the impairment test of disposal groups; specific assumptions relating to the respective transaction must be made for this determination. cash flows in the context of impairment tests and purchase price allocations; the useful lives of depreciable property, plant and equipment and intangible assets; the carrying amount of sharehold- ings; and the measurement of provisions for items such as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations reported in the Consolidated Financial Statements depends on the use of estimates, assumptions and discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections of the Notes to the Consolidated Financial Statements. They are based on the circumstances and estimates on the balance sheet date and thus affect the amounts of income and expenses shown for the reporting periods presented. These assumptions primarily relate to the determination of discounted Use of estimates and assumptions in preparing the Consolidated Financial Statements Discontinued operations: These are classified as held for sale and are presented as discontinued operations in BASF's Consolidated Financial Statements in accordance with IFRS 5. Until closing, the income after taxes of discontinued operations is shown in income after taxes of the BASF Group as a separate item (income after taxes from discontinued operations). In addition, the assets and liabilities of the discontinued operations are reclassified to a dispos- al group (assets or liabilities of disposal groups). The statement of cash flows is not restated. The activities of discontinued operations are not allocated to any reportable segment in financial reporting. For more information, see Note 3 from page 235 onward and Note 5 from page 241 onward Groups of assets and liabilities held for sale (disposal groups): These comprise those assets and directly associated liabilities shown separately on the balance sheet whose sale in the context of a single transaction is highly probable. A transaction is assumed to be highly probable if there are no significant risks of completion of the transaction, which usually requires the conclusion of binding contracts. The assets and liabilities of disposal groups are recog- nized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets that do not fall under the valuation principles of IFRS 5. Depreciation of noncurrent assets and the use of the equity method are suspended. Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of acquisition, as well as the useful lives of the acquired assets, are determined on the basis of assumptions. Measurement is largely based on projected cash flows. Actual cash flows can deviate significantly from those. Independent external appraisals are typically used for the purchase price allocation of material business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. The accounting policies for the individual items in the Balance Sheet and the Statement of Income are presented in the respective sections of the Notes. The goodwill impairment test is based on cash-generating units. At BASF, these largely correspond to the business units, or in individual cases the divisions. If there is a need for impairment, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for impairment, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. For planning purposes, BASF assumes an oil price of $50/bbl (Brent) and for gas of approximately €14/MWh (roughly $5/mmBtu) in 2021. 2 Scope of consolidation 2.1 Changes in scope of consolidation Of which Germany Europe Scope of consolidation For more information, see basf.com/en/corporate governance For more information, see Note 4 on page 241 A list of the companies included in the Consolidated Financial Statements and of all companies in which BASF SE has a shareholding as required by section 313(2) of the German Commercial Code (HGB) is provided in the list of shares held. Fifty-four companies were deconsolidated as a result of the divestiture of construction chemicals activities in 2020. Twelve companies were added to the scope of consolidation in 2020 as part of the acquisition of Solvay's polyamide business. One newly established company with headquarters in Asia Pacific - Five companies that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements with headquarters in Europe (three, two of those in Germany) and in Asia Pacific (two) 1.11 One acquired company with headquarters in Europe - First-time consolidations in 2019 comprised: Europe, six in North America, 11 in Asia Pacific and two in South America, Africa, Middle East Eleven companies that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements in - One newly established company with headquarters in Europe, two newly established companies in Asia Pacific, and one newly established company with headquarters in South America, Africa, Middle East - - Four acquired companies with headquarters in Europe (one of those in Germany), one in North America, one in South America, Africa, Middle East, and three in Asia Pacific First-time consolidations in 2020 comprised: As of December 31, 2020, a total of 282 companies were included, either proportionally or fully, in the scope of consolidation of the Consolidated Financial Statements (December 31, 2019: 302). Of these, 43 companies were first-time consolidations (2019: seven). Since the beginning of 2020, a total of 63 companies (2019: 36) were deconsolidated due to divestiture, merger, liquidation or immateriality. - 0.3 -47 -0.6 Million € € discontinued operations 0.02 0.43 Cash flows from the discontinued construction chemicals business (excluding effects from the divestiture) Earnings per share from 19 394 Income after noncontrolling interests The discontinued construction chemicals business accounted for the following amounts in BASF's statement of cash flows: 5 2 of which attributable to noncontrolling interests 24 396 Income after income taxes a Purchase price adjustments take into account, among other things, cash, financial indebtedness and pension obligations. -24 Depreciation and amortization of -235 January 1- -162 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 239 BASF Report 2020 94 -63 -18 9 -107 -118 219 46 Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Total -1 of which impairments and reversals of impairments January 1- December 31, 2019 November 30, 2020 property, plant and equipment and intangible assets Income taxes 48 631 Liabilities of the disposal group -36 -26 5 Reinstated net assets -66 -103 -3,066 Assets of the disposal group -866 -503 -2,117 Disposed net assets 1,141 876 2,763 Disposal income -1,412 -938 944 -171 -121 Noncontrolling interests Income before income taxes 358 Disposal gain after taxes financial result -4 -8 Net income from shareholdings and -208 Income taxes 4 Consolidated Financial Statements 566 52 52 639 EBIT -88 Other 566 Gain on the disposal before income taxes 8 Disposal gain before taxes -407 5 Overviews Groups of assets and liabilities held for sale (disposal groups) -202 1,278 1,182 -521 -501 -7 -5 -22 -33 -109 -112 -383 -351 -757 -681 -2 -4 -58 -51 -213 -8 -9 -9 240 920 841 358 341 -104 -113 -27 -40 -6 -5 -20 -15 -51 -53 -254 -228 -15 -8 -17 -8 -65 -64 Current assets Cash and cash equivalents Marketable securities Other receivables and miscellaneous assets Accounts receivable, trade Inventories Noncurrent assets Other receivables and miscellaneous assets Other comprehensive income included -€116 million (2019: -€79 million) as of December 31, 2020 attributable to the business to be sold. The values for the disposal group are presented in the following table. With the agreement on the acquisition of the global pigments business by the fine chemical company DIC, the affected assets and liabilities were reclassified to a disposal group. The business is allocated to the Dispersions & Pigments division. Impairment Property, plant and equipment tests were conducted for the disposal group for the pigments business as of December 31, 2019 and June 30, 2020. In accordance with IFRS 5, the fair value less costs to sell must be used as the recoverable amount and compared with the carrying amount. The recoverable amount was determined as of Decem- ber 31, 2019 and June 30, 2020 by discounting the respective expected cash flows the planned transaction closing, including income from the sale, at a discount rate after taxes of 7.98%. This resulted in the need for impairment in the amount of €73 million as of December 31, 2019 and, additionally, of €66 million as of June 30, 2020, which was allocated to the goodwill of the disposal group for the pigments business. The impairment test as of December 31, 2020 revealed no need for a valuation adjustment. Deferred tax assets Non-integral investments accounted for using the equity method Other financial assets Integral investments accounted for using the equity method Other intangible assets Goodwill Balance Sheet Million € Pigments business disposal group Assets of the disposal group Provisions for pensions and similar obligations Deferred tax liabilities Tax provisions Other provisions -266 -290 -22 -21 -336 -243 December 31, 2019 December 31, 2020 BASF Report 2020 Notes Net assets Current liabilities Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade Noncurrent liabilities Other liabilities Financial indebtedness Liabilities of the disposal group 3,170 Purchase price on a cash and debt-free basis Purchase price adjustmentsa November 30, 2020 1 To Our Shareholders About This Report 236 BASF Report 2020 239 1,240 0 -68 239 1,308 -0.2 -177 0.7 598 0.0 8 -0.9 -154 2.1 2 Management's Report 334 3 Corporate Governance 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 237 Notes BASF Report 2020 · On December 6, 2019, BASF India Limited sold its stilbene-based optical brightening agents (OBA) business for paper and powder detergent applications to Archroma India Private Limited, Mumbai, India. The transaction included the stilbene-based OBA product portfolio and the production plant in Ankleshwar, India. The production plant was part of the Performance Chemicals division and the stilbene-based OBA product portfolio was allocated to the Performance Chemicals and Care Chemicals divisions. - BASF sold its ultrafiltration membrane business to DuPont Safety & Construction on December 31, 2019. The divestiture included the shares of inge GmbH, the business' headquarters and production site in Greifenberg, Germany, including all employees, its international sales force, and certain intellectual property rights which were previously owned by BASF SE. The ultrafiltration membrane business had been part of the Performance Chemicals division. Holding GmbH and received new shares in the latter. The company was renamed Wintershall Dea GmbH, Kassel/Hamburg. Including preference shares, BASF has a shareholding of 72.7% in Wintershall Dea GmbH. No later than 36 months after closing but in all cases before an IPO, these preference shares will be converted into ordinary shares in Wintershall Dea GmbH. From the signing of the agreement in September 2018 until the closing of the merger, BASF's oil and gas business was reported as a discontinued operation. Since the merger, BASF's interest in Wintershall Dea GmbH has been accounted for as a non-integral shareholding using the equity method. The gain from the transition from full consolidation to the equity method was reported in income after taxes from discontinued operations. BASF and LetterOne completed the merger of Wintershall and DEA on April 30, 2019. On September 27, 2018, BASF and LetterOne had signed a transaction agreement to merge their respective oil and gas businesses in a joint venture, creating a leading independent European exploration and production company with international operations in core regions. LetterOne contributed all shares in DEA Deutsche Erdöl AG to Wintershall On January 31, 2019, following the approval of all relevant authorities, BASF and Solenis had concluded the transfer of BASF's paper and water chemicals business to Solenis. Since February 1, 2019, the combined company has operated under the name Solenis UK International Ltd., London, United Kingdom, and offers bundled sales, service and production capabilities across the globe. BASF holds a 49% share in the combined entity; 51% of the shares are held by funds managed by Clayton, Dubilier & Rice, and by Solenis management. The transaction included production sites and plants of BASF's paper and water chemicals business in Bradford and Grimsby, England; Suffolk, Virginia; Altamira, Mexico; Ankleshwar, India; and Kwinana, Australia. The divestiture affected the Performance Chemicals division. - - In 2019, BASF sold the following activities: The effects of the disposal are disclosed in the Notes under "Discontinued operations" on page 239 On September 30, 2020 and on November 30, 2020, BASF closed the divestiture of its construction chemicals business to an affiliate of Lone Star, Dallas, Texas, a global private equity firm. The purchase price on a cash and debt-free basis was €3.17 bil- lion. The sale covered approximately 7,500 employees as well as production sites and sales offices in more than 60 countries of the former Construction Chemicals division. From the signing of the agreement on December 21, 2019 until the closing of the trans- action, BASF's construction chemicals business was reported as a discontinued operation. In 2020, BASF sold the following activity: Divestitures 4 Consolidated Financial Statements -0.1 -23 0.9 548 Current assets -0.1 -32 2.7 1,358 Noncurrent assets 0.1 2 2.5 108 0.0 3 2.8 559 0.2 10 10.8 670 1.8 94 0.3 of which cash and cash equivalents 264 a Proportional share in relation to the BASF Group Payments made for acquisitions according to statement of cash flows Additions of cash and cash equivalents Payments made for acquisitions Total equity and liabilities of which financial indebtedness Current liabilities of which financial indebtedness 5 Overviews Noncurrent liabilities 0.1 62 2.4 1,906 Assets 0.0 0 1.6 68 Equity Notes 2020 2019 About This Report 238 BASF Report 2020 b Includes €89 million from the discontinued construction chemicals business in 2020 and €800 million primarily from the discontinued oil and gas business in 2019 c Includes project-related tax payments and derecognition of cash and cash equivalents in 2020; and payments received from capital repayments, settlement of receivables and derecognition of cash and cash equivalents in 2019 2,600 2,520 2,391 -239 209 2,759 1.2 1,018 -0.3 -276 -34.8 -5,779 -5.4 -883 0.8 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements January 1- December 31, 2019 2,553 1,814 November 30, 2020 January 1- Million € Calculation of disposal gain on the discontinued construction chemicals business The calculation of the disposal gain on the discontinued construc- tion chemicals business is presented in the following table: Gross profit on sales Selling expenses Cost of sales 235 Sales revenue Statement of income from the discontinued construction chemicals business Earnings from the discontinued construction chemicals business until November 30, 2020 were as follows: With the binding agreement on the sale of BASF's construction chemicals business to a subsidiary of Lone Star, this business was presented as a discontinued operation. The disposal group was derecognized upon closing of the transaction in the fourth quarter of 2020. The transfer of the construction chemicals business occurred in two steps, on September 30, 2020 and on November 30, 2020. Of total comprehensive income after taxes attributable to BASF SE shareholders totaling -€4,737 million (2019: €9,370 million), €331 million (2019: €11 million) related to the discontinued construction chemicals business and -€5,068 million (2019: €2,422 million) to continuing operations. In 2019, the discontinued oil and gas business contributed €6,937 million to comprehensive income after taxes that is attributable to BASF SE shareholders. - Discontinued operations / disposal groups Other operating income and expenses General administrative expenses Research and development expenses Notes 5 Overviews Million € Japan (JPY) 15.5 1.8 of which cash and cash equivalentsb -44.8 -13,877 -10.2 -3,035 of which property, plant and equipment Current assets -0.1 -19 Noncurrent assets 26.2 14,686 -0.7 -414 -0.2 -91 %a Million € %a Million € -89 -802 -3,035 -3.8 607 a Proportional share in relation to the BASF Group Payments received from divestitures according to statement of cash flows Further effects in connection with divestitures Payments received from divestitures Total equity and liabilities of which financial indebtedness Current liabilities of which financial indebtedness 6,562 Noncurrent liabilities Assets Sales Effects of divestitures On August 29, 2019, BASF and the fine chemicals company DIC, Tokyo, Japan, reached an agreement to transfer the global pigments business. The purchase price on a cash and debt-free basis is €1.15 billion. The transaction is expected to close in the first half of 2021. The sale is subject to approval by the relevant antitrust authorities. The transaction affects approximately 2,600 employees in the Dispersions & Pigments division. - Agreed transactions The following overview shows the effects of the divestitures conducted in 2020 and 2019 on the Consolidated Financial Statements. The sales line item showed the year-on-year decline resulting from divestitures. Noncurrent assets in 2019 primarily included the addition of the investments accounted for using the equity method, Wintershall Dea GmbH and Solenis UK Inter- national Ltd., while current assets and current liabilities showed the assets and liabilities of the disposal groups. The impact on equity related mainly to gains and losses from divestitures. 0.9 809 Equity 0.88 4,644 About This Report 920,238 920,044 Weighted average number of shares for diluted earnings per share Earnings per share From continuing operations Diluted From discontinued operations Diluted From continuing and discontinued operations Diluted € 1,000 -1.58 € -1.58 2.70 € 0.43 6.45 € 0.43 6.45 € 2.72 1,565 1,759 1,000 2 24 Net income and noncontrolling interests from discontinued operations million € 394 5,921 Income after taxes of which noncontrolling interests Net income and noncontrolling interests Weighted average number of outstanding shares Dilution effect from BASF's "plus" incentive share program million € -1,075 8,491 million € -15 70 million € -1,060 8,421 1,000 918,479 918,479 -1.15 million € 9.17 -1.15 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Sales by division and by indication and sector Million € 2020 2019 1 Petrochemicals Chemicals Performance Materials Monomers Materials 5,426 6,670 2,645 2,862 8,071 9,532 Intermediates About This Report 249 BASF Report 2020 9.15 In accordance with IAS 33, earnings per share are determined by dividing earnings attributable to shareholders of BASF SE by the weighted average of outstanding shares. Pursuant to IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares that will be granted in the future as part of BASF's "plus" share program. This applies regardless of the fact that the necessary shares are acquired on the market by third parties on behalf of BASF and that there are no plans to issue new shares. There was no dilutive effect from the issue of "plus" shares in 2020 (2019: €0.02). BASF Report 2020 248 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 7 Sales revenue Sales revenue from contracts with customers is recognized in the amount of the consideration BASF expects to receive in exchange for the goods or services when the customer obtains control of the goods or services. Control is considered to be transferred when the customer can direct the use of the goods or services and can obtain all substantial remaining benefits from them. BASF primarily generates income from the sale of goods. Because the customer obtains control of the goods at a specific point in time, the corresponding sales revenue is recognized based on a given point in time. Determination of the point in time at which the customer obtains control of the goods occurs in the context of an overall assessment of the circumstances which considers the existence of a present claim to payment, the legal title to the goods, actual physical possession of the goods, the transfer of risks and rewards as well as customer acceptance. The transfer of risks and rewards takes into account the underlying terms of delivery (especially Incoterms) and is of particular practical significance. According to these principles, sales revenue from the sale of goods is generally recognized upon delivery. If products are delivered to a consignment warehouse, BASF normally retains control of the goods. Accordingly, sales revenue is not recognized until the customer collects the goods from the consignment warehouse. Long-term supply agreements usually contain variable prices, dependent on the development of raw materials prices and variable volumes. Services rendered to customers by BASF are invoiced according to work completed and recognized as revenue accordingly. BASF generates a portion of its sales revenue from license agreements. Sales revenue from license agreements is recognized based on a point in time or a period of time depending on whether the licensee is being granted a right to use (revenue recognized at a point in time) or a right to access (revenue recognized over time) the intellectual property of BASF. Rights to use intellectual property are characterized by the fact that the licensed technology remains largely unchanged during the term of the license and, after initial provision of the licensed technology, BASF has no further performance obligations. Rights to access intellectual property, by contrast, imply that BASF will perform ongoing development and enhancement of the technology, and the licensee will take a material interest in this ongoing development and enhancement. Accordingly, sales revenue from license agreements granting rights to access BASF's intellectual property is recognized over the term of the license. Sales revenue from sales and usage-based royalties is recognized in accordance with the underlying settlement agree- ments. Sales revenue from the sale of precious metals to industrial customers is recognized on delivery and the corresponding purchase prices are recorded as cost of sales. In the trading of precious metals and their derivatives with traders, where there is usually no physical delivery, revenues are netted against the corresponding costs. If a consideration that is contractually agreed upon by a customer includes variable components, BASF estimates the amount of the consideration. Variable components are recognized as revenue only to the extent that it is highly probable that previously recognized sales revenue will not have to be cancelled as soon as there is no longer uncertainty about the actual amount of the consideration. Primarily rebates and other discounts are recognized as a reduction in revenue in accordance with the principle of individual measure- ment. BASF grants customers rebates if the goods purchased by the customer exceed a contractually defined threshold within the period specified. Rebates are usually deducted from amounts payable by the customer. Taking into account the specific terms of the underlying contract, BASF uses the expected value method or the most likely amount to estimate a variable consideration amount. The method is selected based primarily on number of possible results such as the number of volume thresholds with rebates. All available information, particularly historical values, is used for making estimates. In some contracts, BASF grants the customer the right to return goods within a specific period of time, even if they meet the agreed specifications (sale with right of return). The actual expected amount of the consideration BASF is entitled to receive in this case is estimated using the expected value method. Refund liabilities are recognized in the amount of considerations paid by the customer for goods that are expected to be returned. BASF opts to apply the practical expedient in IFRS 15.63 to not adjust the amount of the agreed consideration for the effects of a material financing component if, at the beginning of a contract, no more than one year is expected to lapse between the transfer of control of the goods or services and payment by the customer. BASF also applies the practical expedient in IFRS 15.121 of not reporting information on remaining performance obligations resulting from a contract with a maximum expected original term of one year. Furthermore, information on performance obligations is not reported if the resulting revenue is recognized in accordance with IFRS 15.B16. € 5,635 5,945 million € 59,316 104 67 2 159 265 2,125 504 692 1,082 3,806 302 47,347 34,412 21,345 13,912 4,346 86,950 6,652 3,588 6,152 1,353 4,201 13,384 16,420 14,049 property, plant and equipment integral investments accounted for using the equity method Additions to intangible assets and property, plant and equipment (including acquisitions) South America, Europe Of which Germany North America Asia Pacific Africa, Middle East BASF Group 23,827 6,123 15,948 14,203 5,338 59,316 % 40.2 10.3 26.9 23.9 9.0 100.0 25,706 368 396 14,525 6,928 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 6 Earnings per share Earnings per share 2020 2019 Income after taxes from continuing operations of which noncontrolling interests To Our Shareholders Net income and noncontrolling interests from continuing operations of which noncontrolling interests million € -1,471 2,546 million € -17 46 million € -1,454 2,500 Income after taxes from discontinued operations 1 About This Report 247 6,467 824 21,792 393 360 125 1,367 1,885 2,135 1,459 1,310 581 71 4,097 1,896 1,235 1,501 599 150 4,146 Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments a The relevant 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. BASF Report 2020 9,857 6,064 5,101 5,402 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 242 BASF Report 2020 Income from operations (EBIT) before special items is used for the internal steering of the segments and complements the key management indicator, ROCE. It is determined based on EBIT, which is calculated from gross profit on sales, selling expenses, general administrative expenses, research and development expenses, other operating income and expenses, and income from integral companies accounted for using the equity method. To calculate EBIT before special items, this figure is then adjusted for special items. Special items arise from the integration of acquired businesses, restructuring costs, certain impairments, gains or losses resulting from divestitures and sales of integral investments accounted for using the equity method, and other expenses and income that arise outside of ordinary business activities. EBIT and EBIT before special items are alternative performance measures that are not defined under IFRS and are to be considered as being complementary to the indicators defined by IFRS. Reconciliation of the assets of Other to the assets of the BASF Group The same accounting rules are used for segment reporting as those used for the Group, which are presented in these Notes. Transfers between the segments are generally executed at adjusted market-based prices, taking into account the higher cost efficiency and lower risk of intragroup transactions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. a The 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. -518 35 -735 -1,203 Income from operations of Other Miscellaneous income and expenses Other businesses -89 -59 Foreign currency results, hedging and other measurement effects Income from operations of Other declined by €685 million year on year, from -€518 million to -€1,203 million. The costs for cross- divisional corporate research decreased by €33 million to -€364 million, and the costs of corporate headquarters were €17 million lower at -€214 million. Income from other businesses rose by €5 million to €169 million. The line item foreign currency results, hedging and other measurement effects improved by €30 million to -€59 million. In addition to currency effects, the improvement was due mainly to earnings from hedging transactions. The line item miscellaneous income and expenses decreased by -€770 million from €35 million to -€735 million. This was due especially to expenses related to the realignment of the Global Business Services unit and to positive effects in 2019 primarily from adjustments to pension benefits in the United States and gains from the sale of BASF's share of the Klybeck site in Basel, Switzerland. Million € Segment assets Assets of businesses included in Othera 2,429 2,375 123 126 2,871 4,537 2,887 3,386 13,760 11,456 2,780 2,251 59,365 56,161 December 31, 2019 December 31, 2020 Other assets of the construction chemicals business disposal group (2019)b Assets of Other Assets of the construction chemicals business disposal group (2019)b Other receivables/prepaid expenses Defined benefit assets Cash and cash equivalents / marketable securities Deferred tax assets Other financial assets and non-integral investments accounted for using the equity method 164 2,661 169 -214 The Materials segment is composed of the Performance Materials division and the Monomers division. The segment offers advanced materials and their precursors for new applications and systems. Its product portfolio includes isocyanates and polyamides as well as inorganic basic products and specialties for plastics and plastics processing. The Chemicals segment comprises the Petrochemicals and Intermediates divisions and is the cornerstone of BASF's Verbund structure. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal transfers, customers include the chemi- cal and plastics industries. The segment's competitiveness is strengthened by technological leadership and operational excel- lence. The divisions are allocated to the segments based on their business models and according to their focal points, customer groups, the focus of their innovations, their investment relevance and sustainability aspects. - Agricultural Solutions: Agricultural Solutions - Surface Technologies: Catalysts, Coatings Nutrition & Care: Care Chemicals, Nutrition & Health · Industrial Solutions: Dispersions & Pigments, Performance Chemicals · Materials: Performance Materials, Monomers - Chemicals: Petrochemicals, Intermediates The BASF Group's business is operated by 11 divisions, grouped develops and markets ingredients and additives for industrial into six segments: The Industrial Solutions segment consists of the Dispersions & Pigments and the Performance Chemicals divisions. The segment applications, such as polymer dispersions, pigments, resins, electronic materials, antioxidants and additives. Its customers come from key industries such as automotive, plastics and electronics. 5 Reporting by segment and region The list of consolidated companies and the complete list of all companies in which BASF SE holds shares as required by section 313(2) HGB and information on the exemption of subsidiaries from accounting and disclosure obligations are an integral component of the audited Consolidated Financial Statements submitted to the electronic Federal Gazette (Bundesanzeiger). The list of shares held is also published online. 4 BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB) Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report For more information, see basf.com/en/corporate governance The Surface Technologies segment bundles chemical solutions for surfaces with the Catalysts and Coatings divisions. Its product spectrum includes catalysts and battery materials for the automotive and chemical industries, surface treatments, colors and coatings. The Nutrition & Care segment comprises the Care Chemicals division and the Nutrition & Health division. The segment produces ingredients and solutions for consumer applications in the areas of nutrition, home and personal care. Its customers include food and feed producers as well as the pharmaceutical, cosmetics, and the detergent and cleaner industries. The Agricultural Solutions segment consists of the division of the same name. As an integrated provider, its portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. Furthermore, Agricultural Solutions offers farmers innovative solutions, including those based on digital technologies, combined with practical advice. -364 Costs for cross-divisional corporate research Costs of corporate headquarters 2019a 2020 -397 Income from operations (EBIT) of Other Million € Remanent fixed costs resulting from organizational changes or restructuring; function and region-related restructuring costs not allocated to a division; idle capacity costs from internal human resource platforms; and consolidation effects that cannot be allocated to the divisions. Results from currency translation that are not allocated to the segments; earnings from the hedging of raw materials prices and foreign currency exchange risks; and gains and losses from the long-term incentive programs (LTI programs). The steering of the BASF Group by corporate headquarters. Cross-divisional corporate research, which includes plant biotechnology research, works on long-term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies, which are of central importance for the divisions. - - - The following activities are also presented under Other: Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 241 BASF Report 2020 Activities that are not allocated to any of the segments are recorded under Other. These include other businesses, which comprise commodity trading, engineering and other services, rental income and leases. Discontinued operations and certain activities remaining after divestitures are also reported here. -231 74 24,131 80,292 6,019 6,075 Fungicides 2,267 2,305 Herbicides Insecticides Seed Treatment Seeds & Traits Agricultural Solutions Nutrition & Care Other 2,464 2,616 825 800 609 639 1,495 1,454 7,660 2,360 BASF Group 1,957 2,030 Nutrition & Health 10,736 11,466 Dispersions & Pigments Performance Chemicals Industrial Solutions Catalysts 4,869 5,178 2,775 3,211 7,644 8,389 13,570 9,396 Coatings Surface Technologies 3,089 3,746 16,659 13,142 Care Chemicals 3,989 4,118 7,814 2,898 59,149 Sales revenue of €53 million, that was included in contract liabilities as of January 1, 2020, was recognized in 2020. That included €9 million related to changes in the time frame for underlying performance obligations to be satisfied. 8 Functional costs -769 5,224 4,329 Income before income taxes Financial result Net income from shareholdings EBIT EBIT of Other EBIT of the segments Special items Special items of Other Special items of the segments EBIT before special items EBIT before special items of Other EBIT before special items of the segments 2019a 2020 Million € Reconciliation of segment income to income before income taxes a The carrying amounts of non-integral investments accounted for using the equity method previously presented under "Assets of businesses included in Other" have been reclassified to "Other financial assets and non-integral investments accounted for using the equity method." b For more information, see page 215 onward of the BASF Report 2019, Note 2.5. 86,950 Assets of the BASF Group 27,585 -581 of which intangible assets 3,560 -3,317 Under the cost of sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumulated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. For more information on other operating expenses, see Note 9 from page 251 onward Cost of sales Cost of sales includes all production and purchase costs of the company's own products as well as merchandise that has been sold in the period, particularly plant, energy and personnel costs. Selling expenses Selling expenses primarily include marketing and advertising costs, freight costs, packaging costs, distribution management costs, commissions and licensing costs. General administrative expenses General administrative expenses include the costs of the Corporate Center, of general management, the Board of Executive Directors and the Supervisory Board. They also include the costs of managing operating divisions and business units as well as the costs of the 59,316 supporting services in departments such as accounting, legal and taxes and controlling. Sales revenue for the 2020 fiscal year includes €218 million from performance obligations fulfilled in prior periods in connection with sales and usage-dependent licenses. BASF Report 2020 250 -909 4,201 -191 -518 -1,203 4,719 1,012 -442 -3,751 63 -434 -505 4,643 Assets 2 Management's Report Income from integral companies accounted for using the equity method About This Report 243 BASF Report 2020 a The 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. 3,302 -1,562 -705 -462 -194 Income from operations 1 To Our Shareholders 464 171 6,685 of which impairments 592 800 106 1,013 53 296 20 1,000 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 2,861 59,149 2,360 7,660 6,019 16,659 7,644 10,736 8,071 Intersegment transfers Sales BASF Group Other Agricultural Solutions Nutrition & Care Surface Technologies Industrial Solutions Materials Chemicals Million € Segments 2020 Notes 5 Overviews 2,880 720 244 About This Report 849 524 212 490 197 77 Sales including transfers 12,960 12,315 8,913 3,428 414 8,011 2,975 5,777 65,093 Income from integral companies accounted for using the equity method 99 22 26 5 113 265 6,565 59,316 2,898 7,814 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Segments 2019ª Million € Chemicals Materials Industrial Solutions Surface Technologies Nutrition & Care Agricultural Solutions Otherb BASF Group Sales Intersegment transfers 9,532 11,466 8,389 13,142 6,075 BASF Report 2020 375 203 429 459 156 4,869 Depreciation and amortization of intangible assets and property, plant and equipment 1,429 1,665 469 1,487 208 710 510 integral investments accounted for using the equity method 893 2,528 2,353 2,973 2,040 4,498 4,362 property, plant and equipment 6,186 51 19,647 585 331 1,957 34 464 1,878 Liabilities 3,435 3,893 2,734 2,905 2,948 3,556 26,423 45,894 Research and development expenses 96 182 177 246 160 840 385 2,086 Additions to intangible assets and property, plant and equipment (including acquisitions) 871 3,716 453 1,018 197 -109 -192 Income from operations 220 82 4 55 17 16 46 Income from integral companies accounted for using the equity method 63,901 2,433 7,751 6,448 16,862 8,019 11,456 10,932 Sales including transfers 4,752 73 91 630 Income from operations -587 582 698 53 other intangible assets 6,959 64 3,039 844 2,019 628 179 186 of which goodwill 80,292 24,131 14,840 6,214 11,691 6,402 9,118 7,896 Assets -191 -1,203 688 622 13,354 889 9.3 26.6 26.0 8.3 100.0 Location of company Sales Income from integral companies accounted for using the equity method Income from operations Assets of which intangible assets property, plant and equipment integral investments accounted for using the equity method 24,223 10,296 16,440 14,895 3,591 59,149 57 32 -2 165 220 -1,005 39.1 % 59,149 4,905 6 324 BASF Report 2020 245 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Regions 2020 -1,712 Million € Sales Share South America, Europe Of which Germany North America Asia Pacific Africa, Middle East BASF Group 23,129 5,510 15,709 15,406 Location of customer -201 768 247 4,869 Amortization of intangible assets and depreciation of property, plant and equipment including impairments and reversals of impairments 3,306 2,305 2,124 1,133 122 6,685 In the United States, sales to third parties in 2020 amounted to €14,352 million (2019: €14,211 million) according to location of companies and €13,414 million (2019: €13,506 million) according to location of customers. In the United States, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €9,967 million on Decem- ber 31, 2020, compared with €12,115 million in the previous year. In China, sales to third parties in 2020 amounted to €7,839 million (2019: €7,216 million) according to location of companies and €7,877 million (2019: €6,734 million) according to location of customers. In China, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €3,799 million on December 31, 2020, compared with €4,299 million in the previous year. BASF Report 2020 246 116 About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Regions 2019ª Million € Location of customer Sales Share Location of company Sales 1 To Our Shareholders 12 690 932 -191 45,551 32,270 17,628 13,725 3,388 80,292 6,700 3,588 5,126 1,013 306 1,044 13,145 6,192 5,275 4,220 602 19,647 423 391 105 1,350 1,878 Additions to intangible assets and property, plant and equipment (including acquisitions) 3,019 9,550 973 124 19 57 6,420 property, plant and equipment 5,117 4,999 2,226 3,078 2,347 2,938 1,087 21,792 763 3,507 108 1,108 923 146 integral investments accounted for using the equity method Liabilities Research and development expenses Additions to intangible assets and property, plant and equipment (including acquisitions) Depreciation and amortization of intangible assets and property, plant and equipment of which impairments and reversals of impairments a The relevant 2019 figures have been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. b Other includes assets and liabilities as well as amortization of intangible assets and depreciation of property, plant and equipment of the discontinued construction chemicals business. For more information, see Note 2.5 on page 215 onward of the 2019 BASF Report. Until reclassification to the disposal group, additions to intangible assets and property, plant and equipment (including acquisitions) of the discontinued construction chemicals business, also included in Other, amounted to €176 million. c Impairments and reversals of impairments included reversals of impairments in the amount of €4 million in Other and €2 million in Industrial Solutions in 2019. 235 37 4,224 558 1,158 256 663 644 928 -518 4,201 Assets 8,978 8,782 6,903 11,773 6,399 16,530 388 27,585 of which goodwill 201 172 649 2,912 884 3,219 68 8,105 other intangible assets 65 102 86,950 9 43 1,885 193 192 214 161 879 411 2,158 784 426 565 44,600 595 299 4,097 718 438 457 545 719 346 4,146 8 320 419 48 3,603 2,886 3,152 2,897 3,251 25,304 -65 Total comprehensive income -87 -37 -136 -24 -1,255 -2 -50 -2,145 Changes in the scope of consolidation Additions Disposals Transfers Carrying amount according to the equity method as of the end of the year 14,078 -1,541 590 -63 Transfers contained dividend payments of €57 million by Wintershall Dea GmbH in 2020. Transfers in 2019 included the reclassification of the proportional carrying amount attributable to the share of BASF Colors & Effects Switzerland AG in CIMO Compagnie industrielle de Monthey S.A., Monthey, Switzerland, to the assets of the disposal group for the pigments business. The proportional changes of other comprehensive income primarily included currency effects on the assets of the Wintershall Dea Group. Proportional income after taxes and other adjustments to income and expenses also contain effects from the carryforward of fair value adjustments made at initial recognition of Wintershall Dea. Only the shareholding in Wintershall Dea GmbH is included in joint Disposals included to a capital decrease in Solenis UK Internatio- ventures. nal Ltd., London, United Kingdom, in the amount of €10 million in 2020. 722 -10 12,401 10,199 -57 675 11 256 636 582 135 49 501 533 December 31, 2020 December 31, 2019 Other financial assets Long-term securities 3,272 -1,544 -3,080 3,891 Other shareholdings May 1-December 31, 2019 122 January 1-December 31, 2020 34,509 30,340 Carrying amount of other financial assets 576 471 Net income from other shareholdings increased by €61 million in 2020. This resulted primarily from the measurement of sharehold- ings at fair value. 2,178 1,968 6,028 5,886 15,273 14,343 17,058 14,029 Million € 75 -39 -68 -35 -373 -537 183 164 15 18 146 2020 Interest result Interest expenses Interest income Interest and dividend income from securities and loans Interest income from cash and cash equivalents Million € Financial result Financial result -424 -286 -2,981 -187 BASF Report 2020 257 -45 About This Report To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 1 BASF Report 2020 16 -141 Interest expenses Interest income Amortization/impairment and reversals of impairments Sales revenue Statement of income Total equity and liabilities of which financial indebtedness Current liabilities of which financial indebtedness Noncurrent liabilities Equity Assets of which marketable securities, cash and cash equivalents Current assets Income taxes of which goodwill from fair value adjustments Balance Sheet Financial information on the Wintershall Dea Group, Kassel/Hamburg, Germany (100%) Million € Million € Net income from other shareholdings 10.3 Other shareholdings and financial assets The following table contains financial information on the material non-integral shareholding accounted for using the equity method, the Wintershall Dea Group, including adjustments for fair value made at initial recognition and the resulting effects on earnings. Financial information on the material non-integral investment accounted for using the equity method Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Noncurrent assets Total comprehensive income 2020 2019 Expenses from other shareholdings Net income from other shareholdings 34,509 30,340 -23 -78 Write-downs on / losses from the sale of shareholdings 814 821 2,589 2,459 -55 -63 Expenses from loss transfer agreements 2,688 2,740 33 157 18 15 Dividends and similar income December 31, 2020 December 31, 2019 Income from the disposal of /write-up of shareholdings -78 136 Income from profit transfer agreements / tax allocation to shareholdings 3 1 27,881 31,920 Income from other shareholdings 17 -86 2 284 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report BASF Report 2020 254 Transfers in 2020 included dividend payments from BASF-YPC Company Ltd. in the amount of €110 million (2019: €200 million). Disposals in 2020 included primarily a capital decrease in the amount of €8 million at Yara Freeport LLC, Wilmington, Delaware. Proportional changes of other comprehensive income included income and expense recognized directly in equity and related primarily to currency effects. Of that, -€17 million related to BASF-YPC Company Ltd. in 2020, and €9 million in 2019. Income from integral companies accounted for using the equity method decreased by €45 million in 2020. Of the decrease, €40 million related to the shareholding in BASF-YPC Company Ltd., Nanjing, China, primarily due to the scheduled turnarounds of the production plants. 265 220 576 581 Financial information on the material integral investment accounted for using the equity method 1,309 10.2 Non-integral companies accounted for using the equity method Financial information on BASF-YPC Company Ltd., Nanjing, China (100%) Million € 207 -610 of which joint ventures Assets of which marketable securities, cash and cash equivalents Current assets Noncurrent assets Balance Sheet 149 -643 Proportional income after taxes December 31, 2019 December 31, 2020 2019 2020 Million € Income from non-integral companies accounted for using the equity method The following table contains financial information on the material integral company accounted for using the equity method, BASF-YPC Company Ltd. 931 1,297 -7 Income from integral companies accounted for using the equity method associated companies of which joint ventures Other adjustments to income and expenses associated companies of which joint ventures 81 20 200 153 Total comprehensive income 284 234 Proportional income after taxes -12 16 2019 193 -19 205 41 -277 -159 -8 -27 -6 5 Carrying amount according to the equity method as of the end of the year 2019 -9 Transfers -21 -5 Disposals -19 -14 Additions 79 Changes in the scope of consolidation 1,032 associated companies -33 BASF Report 2020 prices assumed a price of $3.8 per mmBtu (TTF) for 2021 that rises to a nominal $7.7 per mmBtu in 2025 and then follows the expected cost trend. The expected cash flows were discounted using country-specific cost of capital rates, which reflect the relevant country risks and tax rates. The cost of capital rates in euros, calculated using the capital asset pricing model, were between 3.4% and 14.4%. A decrease of 10% in price assumptions for the entire planning period would result in the need for an impairment of then develops in line with cost increases. The development of gas Income from non-integral companies accounted for using the equity method decreased by €776 million in 2020. This was primarily due to impairments of assets of Wintershall Dea Group amounting to €791 million as a result of lower oil and gas price forecasts and changed reserve estimates. As part of the impairment tests, the expected cash flows in euros from the exploration and production assets held by Wintershall Dea were updated and discounted. This assumed an oil price of $43 per bbl of Brent crude in 2021 that expected rises to a nominal $62 per bbl by 2023 and The carrying amount accounted for using the equity method of the shareholding in BASF-YPC Company Ltd. amounted to €710 million as of December 31, 2020, and €772 million as of December 31, 2019. 98 44 230 71 4 2 3 3 209 202 1,995 January 1-December 31, 2020 255 January 1-December 31, 2019 2,536 About This Report To Our Shareholders 722 12,401 Carrying amount according to the equity method as of the beginning of the year Proportional income after taxes and other adjustments to income and expenses Proportional changes of other comprehensive income 2019 2020 2019 2020 Associated companies Joint ventures Million € Reconciliation of the carrying amount of non-integral investments accounted for using the equity method about €320 million of the shareholding as a whole. The increase in capital cost rates of one percentage point would not lead to an impairment of the shareholding as a whole but would, however, result in an impairment of around €250 million for value components in individual countries that were recognized in connection with BASF's purchase price allocation. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 1,800 28 255 1,419 -5 -2 associated companies 1,800 1,751 -293 -280 of which joint ventures 148 229 -298 -282 Other adjustments to income and expenses 768 820 -58 1,542 Income from non-integral companies accounted for using the equity method -925 -149 1,751 54 329 Total comprehensive income Income taxes Interest expenses Interest income Amortization/impairment and reversals of impairments -890 Sales revenue Total equity and liabilities of which financial indebtedness Current liabilities of which financial indebtedness Noncurrent liabilities Equity 3 3 Statement of income 168 Other income included refunds in the amount of €151 million in 2020 and €232 million in 2019. This was due in both years to research project funding, government grants in multiple countries, regional business development subsidies in China and insurance refunds. Further income in 2020 resulted from gains in connection with the premature termination of a long-term supply agreement in North America in the amount of €103 million. Additional income resulted in 2019 from plan adjustments for pension benefits and similar obligations in the amount of €137 million as well as from a contractually agreed compensation payment in the amount of €46 million. Moreover, income in both years was related to gains from precious metal trading (2020: €304 million, 2019: €103 million), refunds of consumption taxes and a number of additional items. -465 In both years, losses from divestitures and the disposal of noncurrent assets were mainly in connection with the planned divestiture of the global pigments business. In both years, other expenses included expenses for litigation, for REACH, for the provision of services, for warranties and for activities related to the BASF 4.0 project and for planning the new Verbund site in Guangdong, China. Additional other expenses resulted in 2020 from the coronavirus pandemic, especially due to BASF's "Helping Hands" aid campaign. 10 Investments accounted for using the equity method and other financial assets Joint ventures and associated companies are accounted for using the equity method. The carrying amounts of shareholdings are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a reduction in the value of an investment, an impairment test is conducted and, if necessary, an impairment is recognized in the income statement. Furthermore, earnings and the carrying amount are adjusted when accounting policies deviate or as a result of purchase price allocations, which primarily affects Wintershall Dea GmbH, Kassel/Hamburg, Germany. Exploration and development expenses in the oil and gas business, for which the equity method is applied, are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. Income from integral companies accounted for using the equity method is presented in the BASF Group's EBIT, and income from non-integral companies accounted for using the equity method is presented together with income from other financial assets in the BASF Group's net income from shareholdings. Similarly, integral and non-integral shareholdings accounted for using the equity method are also shown separately in the balance sheet. BASF Report 2020 253 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 10.1 Integral companies accounted for using the equity method Reconciliation of the carrying amount of integral shareholdings accounted for using the equity method Million € Expenses from foreign currency and hedging transactions as well as from the measurement of LTI options related to foreign currency translation of receivables and payables as well as changes in the fair value of currency derivatives and other hedging trans- actions. Expenses resulting from the measurement of LTI programs amounted to €35 million in 2020 and €39 million in 2019. Joint ventures Costs from other miscellaneous revenue-generating activities relate to the items presented in other operating income. Depreciation, amortization and impairments of noncurrent assets and of the disposal group rose to €2,968 million in 2020. The increase was mainly due to impairments amounting to €2,368 million resulting from the economic effects of the coronavirus pandemic and affected all segments. In addition, impairments in the amount of €377 million arose due to restructuring in North America, Europe and Asia Pacific. Depreciation, amortization and impair- ments of noncurrent assets amounting to €426 million in 2019 related primarily to the impairment of project costs for a planned methane-based propylene production plant on the U.S. Gulf Coast, as well as to the optimization of production sites within the Nutrition & Health division in Europe. Expenses from foreign currency and hedging transactions as well as from the measurement of LTI options Losses from the translation of financial statements in foreign currencies Losses from divestitures and the disposal of noncurrent assets Expenses from the addition of valuation allowances on business-related receivables Expenses for derecognition of obsolete inventory Other Other operating expenses In 2020, expenses from restructuring and integration measures in the amount of €651 million were attributable to restructuring activities to improve competitiveness in various operating divisions and in the Global Business Services unit and to site closures in Europe, North America and Asia Pacific. In 2019, these expenses in the amount of €481 million were mainly attributable to the implementation of the new BASF strategy and, to a lesser extent, to site closures in North America and Asia Pacific. Expenses from integration measures amounted to €90 million in 2020 and related to the integration of Solvay's global polyamide business. In 2019, these expenses amounted to € 43 million and related to the integration of significant parts of Bayer's seed and non-selective herbicide business as well as its vegetable seeds business, which were acquired in 2018. Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization were expensed if requirements for mandatory capitalization pursuant to IFRS were not met. Expenses for demolition, removal and project planning totaled €218 million in 2020 and €243 million in 2019. In both years, these mainly related to the Ludwigshafen site in Germany. Further expenses of €138 mil- lion in 2020 and €77 million in 2019 arose from the addition to environmental provisions. In both years, these concerned several discontinued sites in North America and, in 2020, additionally a site in Germany. BASF Report 2020 252 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes For more information, see Note 14 from page 264 onward and Note 15 from page 268 onward 3,034 Associated companies 2019 -6.2 97 -0.8 -26 -2.1 32 -0.2 -6 4.2 -66 0.3 10 6.6 -103 -0.5 -17 -6.8 9 2020 0.2 5.8 2020 2019 Income from integral companies accounted for using the equity method Million € Carrying amount according to the equity method as of the beginning of the year Proportional income after taxes and other adjustments to income and expenses 1,309 1,408 576 514 188 184 32 81 2020 260 22.9 756 -91 106 6,108 1,086 Income from foreign currency and hedging transactions as well as from the measurement of LTI options Income from the translation of financial statements in foreign currencies 45 55 13 11 Gains on divestitures and the disposal of noncurrent assets Reversals of impairment losses on noncurrent assets Income from the reversal of valuation allowances for business-related receivables. Other Other operating income 62 822 6 22 19 959 882 189 1,399 244 54 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Research and development expenses Research and development expenses include the costs resulting from research projects as well as the necessary license fees for research activities. For more information on research and development expenses by segment, see Note 5 from page 241 onward 9 Other operating income and expenses Other operating income Million € Income from the adjustment and release of provisions recognized in other operating expenses Revenue from miscellaneous other activities 2020 2019 111 782 2,095 As in the previous year, revenue from miscellaneous other activi- ties primarily included income from rentals, catering operations, cultural events and logistics services. In 2020, €24 million in revenue from finance leases was also included. Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization Depreciation, amortization and impairments of noncurrent assets and of the disposal group 356 320 2,968 426 213 173 180 249 33 18 51 16 69 67 343 286 Restructuring and integration measures Income from the adjustment and release of provisions recognized in other operating expenses was largely related to risks from lawsuits and damage claims, closures and restructuring measures, employee obligations, and various other individual items as part of the normal course of business. Provisions were reversed or adjusted if, based on the circumstances on the balance sheet date, utilization was no longer expected, or expected to a lesser extent. 697 2019 Income from foreign currency and hedging transactions as well as from the measurement of LTI options pertained to the foreign currency translation of receivables and payables as well as of currency derivatives and other hedging transactions. No income from the release of provisions for the long-term incentive (LTI) program was recognized in 2020. Only a minor amount was released in 2019. Income from the translation of financial statements in foreign currencies included gains from the translation of companies' financial statements whose local currency is different from the functional currency. At €62 million, gains on divestitures and the disposal of noncurrent assets were significantly below the figure in the previous year. They included primarily gains from the sale of fixed assets in the amount of €44 million. Income of €390 million was recognized in 2019 from the transfer of BASF's paper and water chemicals business to the Solenis group and the sale of assets in the Agricultural Solutions segment in accordance with the conditions imposed by antitrust authorities in connection with the acquisition of the Bayer businesses. Furthermore, income of €421 million resulted in 2019 from real estate divestitures in several countries, mainly relating to the sale of a building complex in Switzerland in the amount of €400 million. BASF Report 2020 251 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Income from the reversal of valuation allowances for business- related receivables resulted both from the reversal of impairments for settled customer receivables for which impairments had been recorded previously as well as from adjusted expectations regarding default on individual customer receivables. -35 Other operating expenses Million € Costs from other miscellaneous revenue-generating activities 2020 809 -648 1.8 -21.7 In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon are levied on all distributed and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax. It varies depending on the municipality in which the company is represented. As in the previous year, the weighted average tax rate was 14.5% in 2020. The 30% rate used to calculate deferred taxes for German Group companies remained unchanged in 2020. The income of foreign Group companies is assessed using the tax rates applicable in their respective countries. These are also generally used to calculate deferred taxes to the extent that tax rate adjustments for the future have not yet been enacted. Accounting policies 12 Income taxes Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 258 BASF Report 2020 a Reversals of write-downs on/income from securities and loans, interest income on income taxes and interest expenses on income taxes were reported as miscellaneous financial expenses in the previous year. -705 -462 Financial result -240 Deferred taxes are recorded for temporary differences between the carrying amount of assets and liabilities in the financial statements according to IFRS and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. These also comprise temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. -89 Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the probability of a reversal of the differences and the assessment of the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income unless the underlying transaction is not to be recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 259 BASF Report 2020 Other taxes included real estate taxes and other comparable taxes totaling €106 million in 2020 and €101 million in 2019. The BASF Group tax rate amounted to 5.8% in 2020 (2019: 22.9%). The relatively low tax income in relation to pre-tax result in 2020 resulted primarily from a rise in nondeductible operating expenses due to the non-tax-effective impairment of goodwill and the overall negative earnings contribution from companies accounted for using the equity method, mainly due to impairments of assets of the Wintershall Dea Group, Kassel/Hamburg, Germany. This was partially offset by a rise in tax income for previous periods, due mainly to incentives offered by the CARES Act in the United States. Changes in valuation allowances on deferred tax assets for tax loss carryforwards resulted in income of €5 million in 2020 (2019: expense of €1 million). The decline in current tax expense was due mainly to tax income for previous years, especially from incentives offered by the CARES Act in the United States, and lower earnings, mainly in Germany and North America. Tax expense and tax rate IFRIC 23 clarifies the application of the recognition and measure- ment policies from IAS 12 when there is uncertainty regarding income tax-related treatment of individual transactions. They are accounted for with the assumption that tax authorities will examine the questionable transaction and have all relevant information. The amount of risk provisions is calculated and reviewed with con- sideration for the results of past tax audits as well as the legal assessment of not yet audited transactions and the risk of a deviating tax-related interpretation by the tax authorities. The most probable value of the individual risks is recognized. Provisions for German trade tax, corporate income tax and similar income taxes are calculated and recognized based on the expected taxable income of the consolidated companies less any prepay- ments that have been made. Provisions are set up for interest accrued. This interest is reported under other financial result, not tax expense. Other taxes to be assessed are considered accordingly. Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions planned for the following year if these distributions lead to a reversal of temporary differences. loss carryforwards and unused tax credits can be claimed. The assessment of recoverability of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Notes -321 -117 Miscellaneous financial income 16 31 4 35 35 30 Interest income on income taxesa Income from the capitalization of borrowing costs Reversals of write-downs on/income from securities and loansa 22 The decline in other financial expenses was primarily due to lower net expenses associated with the translation of loans, bonds and commercial paper and the valuation of the corresponding hedging instruments against interest and currency risks. The net interest expense from underfunded pension plans and similar obligations declined year on year as a result of the lower interest rate used to determine expenses for pension benefits compared with the previous year. The rise in write-downs on / losses from securities and loans was primarily due to higher impairments on loans to nonconsolidated Group companies. The interest result improved by €92 million year on year, to -€373 million, as a result of lower interest expenses. The decrease in interest expenses was mainly due to lower interest rates on financial debt, particularly commercial paper. 81 26 Other financial income -207 118 -8 -10 -25 -20 Other financial result Other financial expenses Miscellaneous financial expenses Interest expenses on income taxesa Unwinding the discount on other noncurrent liabilities -11 -11 Net interest expense from other long-term personnel obligations -5 -2 Net interest expense from underfunded pension plans and similar obligations -155 -108 Write-downs on / losses from securities and loans -56 Tax expense Million € Current tax expense 3,302 -1,562 % Million € % Million € 2019 2020 980 137 224 228 756 -91 4 -20 -26 -234 32 15.0 15.0 339 -1.2 -41 4.1 -64 7.8 257 -3.5 55 0.4 12 16.3 -255 0.1 2 -0.1 2 495 61 23 -298 Foreign tax rate differential Trade taxes Solidarity surcharge Expected tax based on German corporate income tax rate (15%) Income before income taxes Reconciliation of income taxes and the effective tax rate Tax expense Other taxes as well as sales and consumption taxes Income taxes From valuation allowances on deferred tax assets From changes in the tax rate From changes in tax loss carryforwards/unused tax credits From changes in temporary differences Deferred tax expense (+) / income (-) Taxes for prior years Foreign income tax Corporate income tax, solidarity surcharge and trade taxes (Germany) Tax-exempt income Nondeductible expenses Income of companies accounted for using the equity method (Income after taxes) Taxes for prior years (current and deferred taxes) -129 -297 -489 10 -414 929 739 114 -372 Proportional changes of other comprehensive income 1,053 398 2019 2020 BASF Report 2020 Income taxes/effective tax rate Other Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests Changes in the tax rate 73 270 BASF Report 2020 About This Report BASF Report 2020 a Including licenses to such rights and values. December 31, 2020 13,145 6,959 592 94 2,997 1,112 1,391 Net carrying amount as of 4,096 775 381 140 266 About This Report 1 To Our Shareholders 2 Management's Report and valuesa Other rights intangible assets production technologies generated patents and Product rights, licenses and trademarks 1,185 Distribution and similar rights Know-how, Million € Development of intangible assets 2019 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance Internally Goodwill 275 As of December 31, 2020 6 Transfers -27 -6 -59 0 -143 Disposals 821 786 0 3 15 2 15 0 -1 1 -2 -138 -11 -11 0 -51 -7 -58 1,340 Currency effects 1 0 0 0 -5 Transfers to disposal groups 4 -4 Total 20,368 0 46 11 47 Currency effects -1,186 -5 -409 -410 -1,038 Transfers to disposal groups 20 26 -6 Transfers -281 1 6 130 As of December 31, 2019 Additions Changes in the scope of consolidation 255 94 1,046 376 2,043 -3 As of January 1, 2019 17,555 8,105 611 196 4,319 1,433 2,891 Accumulated depreciation and amortization -86 -25 -8 152 4,575 1,839 4,038 As of January 1, 2019 Cost In 2019, additions to accumulated amortization contained impair- ments of €15 million. These impairments pertained primarily to patents that were not allocated to an operational segment and were revalued due to a planned sale. 553 Transfers to disposal groups were attributable to intangible assets in connection with the construction chemicals business in Decem- ber 2019 and the pigments business in August 2019. Additions from acquisitions resulted from the acquisition of Isobionics B.V., Geleen, Netherlands, a startup company that develops and produces natural flavors and fragrances. This increased goodwill by €16 million and capitalized know-how by €31 million. By contrast, there was a decrease of goodwill in the amount of €65 million due to a retroactive purchase price allocation and purchase price adjustment to assets from the acquisition of significant parts of Bayer's seed and non-selective herbicide businesses and its vegetable seeds business in the previous year. Additions in 2019 related primarily to the acquisition of technologies and patents amounting to €49 million from Grillo-Werke AG, Duisburg, Germany, in the Nutrition & Care segment. Additions also included newly acquired software licenses and rights of use. -1,303 3,814 241 -3,048 292 Disposals of intangible assets amounting to €281 million primarily concerned the derecognition of fully amortized assets for distribu- tion and supply rights in the Agricultural Solutions segment and of software licenses. of which impairments 9,211 0 -157 Disposals -37 -47 -46 52 1 Changes in the scope of consolidation 3 163 45 86 0 -2 Additions 0 Additions from acquisitions -57 1,496 786 135 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 265 BASF Report 2020 Future cash flows for the Resins unit were adjusted downward due to the effects of the coronavirus pandemic on the market environment in the automotive industry. Besides the effects of the coronavirus pandemic, profitability and efficiency-boosting measures, currently being implemented, were factored into the impairment test. The result of these assumptions was that the recoverable amount exceeded the carrying amount by €68 million, given a weighted average cost of capital rate after taxes of 6.63% (2019: 7.03%) and a growth rate of 2.0% (2019: 2.0%). The recoverable amount would be equal to the unit's carrying amount if the weighted average cost of capital rate rose by 0.69 percentage points or the growth rate were 1.03 percentage points lower. Goodwill in the amount of €34 million was allocated to the Resins unit as of December 31, 2020. This does not apply to the goodwill of the cash-generating unit and business unit, Resins, in the Industrial Solutions segment. After determining the recoverable amounts for the cash-generating units, the conclusion was that reasonable possible deviations from the key assumptions would not lead to the carrying amounts of 18 units exceeding their respective recoverable amounts. The annual impairment tests of the other 19 cash-generating units were performed in the fourth quarter of 2020. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash-generating unit. Impairment tests were performed on the units assuming a weighted average cost of capital rate after taxes of between 4.86% and 6.92% (2019: between 5.16% and 7.73%). This corresponds to a weighted average cost of capital rate before taxes of between 6.50% and 8.85% (2019: between 6.38% and 10.00%). a Reclassification of goodwill from the construction chemicals business to the disposal group in the amount of €772 million as of December 21, 2019 b Reclassification of goodwill from the pigments business to the disposal group in the amount of €414 million as of August 29, 2019 c Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 8,105 6,959 0.0%-2.0% 5 Overviews Notes Development of intangible assets Development of intangible assets 2020 Million € Disposals of intangible assets amounting to €249 million primarily concerned the derecognition of fully amortized assets for distribution and similar rights and of production technologies in the Industrial Solutions and Nutrition & Care segments. Additions from acquisitions resulted mainly from the acquisition of Solvay's global polyamide business in the Materials segment, to which the additional goodwill is also allocated. Additions in 2020 related primarily to the acquisition of production technologies amounting to €21 million from AgriMetis LLC, Lutherville, Maryland, in the Agricultural Solutions segment. Additions also included internally created intangible assets totaling €37 million, comprising primarily the development of software not allocated to an operational segment. -235 Total Goodwill and valuesa 1,544 Other rights production technologies generated patents and Product rights, licenses and trademarks Distribution and similar rights Internally Know-how, intangible assets 0.0%-2.0% 1,487 2.0% 2020 Goodwill as of December 31 Other cash-generating units Catalysts division (excluding battery materials) Personal Care Ingredients in the Care Chemicals division Surface Treatment in the Coatings division Agricultural Solutions division Cash-generating unit Million € 2019a, b Goodwill of cash-generating units Triggering events for potential impairment first became evident over the course of the summer due to the significant economic impact of the coronavirus pandemic. All cash-generating units were evaluated for potential impairment risks based on analyses. Except for the cash-generating unit and business unit, Surface Treatment, in the Surface Technologies segment, the analyses resulted in solid findings indicating no impairment risk. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders The impairment test for the cash-generating Surface Treatment unit was accelerated; and future cash flows were adjusted downward given the market environment in the automotive and aviation industries due to the significant drop in demand from effects of the coronavirus pandemic and expectations for slow recovery. The impairment test also took into consideration measures approved and being taken due to the pandemic, such as efficiency improvements across the unit's entire value chain. Assuming a weighted average cost of capital rate after taxes of 6.53% (2019: 5.17%), the changed assumptions resulted in a goodwill impairment of €786 million of the Surface Treatment unit, recognized in other expenses. The recoverable amount corresponds to the unit's value in use and was €1,946 million as of September 30, 2020. A growth rate reduction of 0.5 percentage points would lead to a further need for impairment in the amount of €138 million. If all basic assumptions remained constant, a reduction of 10 percentage points in income from operations within the period of detailed planning would lead to a further need for impairment in the amount of €161 million. Irrespective of that, an additional impairment in the amount of €185 million would result from an increase of 0.5 percentage points to the cost of capital rate. Transfers to disposal groups related to the adjustment of reclassified amounts to the discontinued construction chemicals business. Goodwill Goodwill 1,512 2.0% 696 2.0% 515 2.0% 493 Growth rate 2.0% 2.0% 1,244 2.0% 3,219 2.0% 3,039 Growth rate 1,315 259 In 2020, additions to accumulated amortization contained impairments of €35 million (excluding goodwill). They related mainly to customer relationships and to a production technology in the Nutrition & Care segment. Its use was discontinued prematurely due to the optimization of the production structure. Moreover, customer rights and production technologies were impaired in the Agricultural Solutions segment after the registration of an active ingredient expired. Cost 4,182 1,387 2,731 As of December 31, 2020 -798 -392 -20 0 -201 -46 -139 Currency effects 6 -14 13 234 973 7,734 17,241 33 281 44 217 Additions -57 Changes in the scope of consolidation 0 3,030 112 1,072 238 1,323 As of January 1, 2020 amortization Accumulated depreciation and 285 7 Transfers to disposal groups -8 24 37 40 2 Additions -59 -59 103 17,555 611 196 4,319 1,433 2,891 Changes in the scope of consolidation As of January 1, 2020 8,105 Further impairments totaling €11 million were attributable to the Chemicals, Industrial Solutions, Nutrition & Care, Agricultural Solutions, Materials and Surface Technologies segments and related primarily to know-how, patents and production technologies. Additions from acquisitions 0 24 8 -34 0 -6 Transfers -249 171 -28 -67 0 -147 Disposals 691 21 376 -7 About This Report 59 20 188 614 40 19 Additions Changes in the scope of consolidation 1 1 43,716 158 196 3,472 144 33,110 144 3,401 106 392 195 -112 -2 Disposals 2,059 234 14 49 6,374 25 50 250 23 18 of which impairments 5,189 234 1,396 -27 65 As of January 1, 2020 -14 -39 Currency effects 18 60 -2 -4 -34 -3 -2 3 Transfers to disposal groups -28 -6 -1,515 -404 -42 -1,567 -44 Accumulated depreciation 66,015 3,164 690 4,773 505 43,902 53 834 451 947 As of December 31, 2020 -2,401 -98 -26 -167 10,749 -546 -8 -135 To Our Shareholders 1 About This Report 269 BASF Report 2020 19,647 2,987 333 1,197 276 9,020 542 4,060 351 881 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Currency effects lowered property, plant and equipment by €934 million and resulted mainly from the depreciation of the U.S. dollar and the Brazilian real against the euro. For more information on divestitures, see Note 3 from page 235 onward Transfers to disposal groups related to amounts reclassified to the discontinued construction chemicals business and to the discontinued pigments business. Transfers related mainly to the reclassification of operation-ready assets from construction in progress to other asset categories. Disposals of property, plant and equipment included the sale of a production site in Denmark. Impairments in the Agricultural Solutions segment arose in the amount of €280 million almost completely from measures to streamline the glufosinate-ammonium production network in North America and Europe. These impairments concerned nearly all asset classes, with €132 million attributable to machinery and technical equipment, €60 million to buildings and €42 million to right-of-use building assets. Of all impairments in the Nutrition & Care segment, €20 million were attributable to discontinued investment projects in Europe and Asia. The impairments related in particular to miscellaneous equipment and fixtures as well as to construction in progress Net carrying amount as of December 31, 2020 Of all impairments in the Surface Technologies segment, the majority (€197 million) related to the partial impairment of the production network for catalysts in Europe with sites in Germany, Poland and South Africa, due mainly to the economic impact of the coronavirus pandemic and current market developments in the automotive industry. The value in use was calculated using a cost of capital rate after taxes of 7.13%. The impairments concerned nearly all asset classes, with €123 million attributable to machinery and technical equipment, €54 million to buildings and €9 million to construction in progress. Furthermore, full depreciation of production plants and construction in progress in Europe, North America and Asia was recognized in the total amount of €41 million. The majority of impairments (€748 million) in the Materials segment was also attributable to ongoing excess supply - amplified by the coronavirus pandemic - as well as to the associated decrease in prices and margins. They related to nearly all classes of fixed assets, especially machinery and technical equipment (€627 million), construction in progress (€77 million) and buildings (€40 million). They primarily comprised the depreciation of individual production plants in Europe, North America and Asia. The values in use were calculated using cost of capital rates after taxes between 6.92% and 8.46% and led to full depreciation in the amount of €676 million. Of all impairments in the Chemicals segment, the majority (€550 million) was attributable to impairments resulting from ongoing excess supply and the associated decrease in prices and margins. The impairments concerned nearly all asset classes, especially machinery and technical equipment (€414 million), construction in progress (€53 million) and buildings (€42 million). They primarily comprised the depreciation of individual production plants in Europe, North America and Asia. The values in use were calculated using cost of capital rates after taxes between 6.76% and 7.85% and led to full depreciation in the amount of €456 million. In 2020, impairments of €2,059 million were included in accumulated depreciation. The impairments related to all segments and were mainly attributable to the economic effects of the coronavirus pandemic and to restructuring measures. For more information on acquisitions, see Note 3 from page 235 onward Additions from acquisitions resulted from the acquisition of Solvay's global polyamide business. Additions to property, plant and equipment arising from investment projects (excluding leases) amounted to €3,007 million in 2020. Investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Geismar, Louisiana; and Shanghai, China. Material investments included the expansion of the vitamin A plant in Ludwigshafen, Germany, and construction of an ethylene oxide and polyethylene oxide production plant in Antwerp, Belgium. Investments also included the upgrade and capacity expansion of the MDI synthesis unit in Geismar, Louisiana. Government grants for funding investment measures reduced asset additions by €11 million. The additions to right-of-use machinery and technical equipment related mainly to a syngas separation unit facility in Geismar, Louisiana. Notes Of all impairments in the Industrial Solutions segment, €37 million were related to production plants in Asia and resulted from decreased production and the expectation of a slow recovery in the automotive and aviation industries due to the effects of the corona- virus pandemic. Furthermore, plants in North America were impaired in the amount of €43 million in connection with restructuring. The values in use were calculated using cost of capital rates after taxes between 6.66% and 7.77%. Impairments related chiefly to machinery and technical equipment (€54 million) and buildings (€17 million). 46,368 177 357 3 -1 7 2 2 Transfers to disposal groups Transfers 10 -24 -1 -45 34 -2 -1,070 -214 -25 -10 77 23 -4 3,576 229 34,882 292 6,689 100 66 Currency effects As of December 31, 2020 -1 -11 -108 -13 -1,124 -15 -187 -1,467 6 1,123 1 Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or cost less depreciation. For more information, see Note 16 from page 272 onward As lessee, BASF generally recognizes for all leases right-of-use assets and lease liabilities in the balance sheet at the present value of financial commitments entered. Expenses related to the scheduled maintenance of large-scale plants are capitalized separately and depreciated using the straight-line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets if an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully expensed in the year of acquisition. Accounting policies 15 Property, plant and equipment Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Both movable and immovable fixed assets are principally depreciated using the straight-line method. The estimated useful lives and depreciation methods of property, plant and equipment are based on historical values, plans and estimates. The deprecia- tion methods, useful lives and residual values are reviewed at each balance sheet date. Borrowing costs: If directly incurred as part of the acquisition, construction or production of a qualifying asset are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the process necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. Borrowing costs were calculated based on a rate of 1.5% (previous The weighted average depreciation periods of continuing operations year: 1.5%) and adjusted on a country-specific basis, if necessary. were as follows: Weighted average depreciation in years About This Report 268 BASF Report 2020 Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and released over the underlying period. All other borrowing costs are recognized as an expense in the period in which they are incurred. For more information on the value in use and the weighted cost of capital rate, see Note 14 from page 264 onward If there is indication of a possible cause for impairment, an impairment test is performed. Impairments to property, plant and equipment are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows and weighted average cost of capital after taxes (determined using the capital asset pricing model), depending on relevant tax rates and country-related risks. An impairment is recognized for the difference between the carrying amount and the recoverable amount. If the reasons for an impair- ment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Impairments and reversals of impairments are reported in other operating income and expenses. 267 6 11 10 17 16 2019 2020 Buildings and structural installations Machinery and technical equipment Miscellaneous equipment and fixtures 6 BASF Report 2020 a Including licenses to such rights and values December 31, 2019 -3 -265 -190 -845 Transfers to disposal groups 15 15 Currency effects Transfers -82 -2 -22 -157 Disposals 738 113 -271 1 23 11 14,525 8,105 326 84 3,247 1,195 1,568 1 Net carrying amount as of 285 112 1,072 238 1,323 As of December 31, 2019 37 3,030 287 To Our Shareholders 3 Corporate Governance 3 82 12 Additions from acquisitions 3,516 1,842 202 199 147 787 120 161 40 18 Additions 400 10 3 1 282 5 Transfers -1,198 -216 -36 -145 1 -13 -53 -129 -13 -3 Disposals 559 48 -590 Changes in the scope of consolidation 41 37 equipment Right-of-use miscellaneous Miscellaneous equipment and fixtures Right-of-use machinery and technical equipment Notes technical equipment Right-of-use buildings and fixtures Buildings Land Right-of-use Machinery and Million € Development of property, plant and equipment including right-of-use assets arising from leases in 2020 5 Overviews 4 Consolidated Financial Statements land 2 Management's Report Advance payments and construction in progress advance payments and construction in progress 1 2 65,508 6 3,006 551 4,808 Right-of-use 399 808 10,757 440 950 As of January 1, 2020 Cost Total 43,783 264 123 The required discounting of cash flows for impairment testing is calculated using the weighted average cost of capital rate after tax, which is determined using the capital asset pricing model. It comprises a risk-free interest rate, a market risk premium, and a spread for credit risk based on the respective industry-specific peer group. 13 -36 101 -65 -1,081 -1,044 89 -955 -1,068 -4 33 -8 -934 Financial assets Property, plant and equipment Intangible assets Deferred tax liabilities Deferred tax assets -42 246 -1,314 -136 384 28 2,424 Provisions for pensions and similar obligations -401 232 -169 -18 -3 -31 82 -199 Inventories and accounts receivable -118 44 -74 -7 5 64 December 31, 2020, net 14 Other January 1, 2020, Effects recognized Effects recognized net in income in equity (OCI) -199 261 -460 Provisions for pensions and similar obligations 2,149 -48 354 -31 17 2,424 -729 Other provisions and liabilities 633 222 -23 9 841 942 3,153 -14 -47 48 Million € Deferred tax assets and liabilities 2020 Deferred taxes BASF Report 2020 between fair values and the values in the tax accounts. This primarily leads to deferred tax liabilities. Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with acquisitions according to IFRS 3 has resulted in significant deviations The item Other in the reconciliation for 2020 included tax effects from deferred tax assets not recognized on additions to loss carryforwards in the amount of €14 million and on deductible temporary differences in the amount of €17 million. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 -11 54 -190 Inventories and accounts receivable -203 Business combinations 1 2,851 3,342 2,140 Deferred tax assets (liabilities) after netting 1,123 489 381 -61 7 1,939 -2,140 3,386 BASF Report 2020 261 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews -1,447 -3,587 5,526 1,939 1 -10 505 505 15 14 -9 2 -4 18 82 -64 Other Deferred tax assets (liabilities) before netting Netting 1,123 489 381 -61 7 Notes Deferred tax assets and liabilities 2019 Million € January 1, 2019, Effects recognized Effects recognized net in income in equity (OCI) 122 -1,203 12 35 -1 -182 -136 193 Tax loss carryforwards -155 986 831 36 3 -91 42 841 Other provisions and liabilities -491 -1,081 -101 26 -16 Business combinations December 31, 2019, Other net Deferred tax assets Deferred tax liabilities Intangible assets Property, plant and equipment Financial assets -1,265 149 -4 59 125 -934 148 -1,082 -976 -113 -2 Tax loss carryforwards 332 Deferred tax assets (liabilities) before netting Netting BASF PETRONAS Chemicals Sdn. Bhd., Shah Alam, Malaysia BASF India Limited, Mumbai, India Group company Noncontrolling interests 70 -15 Total -28 BASF TOTAL Petrochemicals LLC, Port Arthur, Texas -105 98 90 Noncontrolling interests in profits 2019 2020 Million € Noncontrolling interests in profits and losses Tax liabilities primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. As of 2020, BASF reports tax provisions separately from deferred tax liabilities and no longer as a totals item. The prior-year figures have been restated accordingly. Noncontrolling interests in losses Shanghai BASF Polyurethane Company Ltd., Shanghai, China BASF TODA Battery Materials, LLC, Tokyo, Japan BASF Shanghai Coatings Co. Ltd., Shanghai, China Other 40.00 PETRONAS Chemicals Group Berhad, Kuala Lumpur, Malaysia 42 26.67 52 44 26.67 Million € % % Free float Partner Equity interest December 31, 2019 December 31, 2020 Equity interest Income and expenses recognized in equity that were attributable to noncontrolling interests totaled -€49 million in 2020 and €15 million in 2019. These effects resulted from currency translation in both years. Noncontrolling interests in losses rose year on year in 2020, due chiefly to impairments of assets in BASF PETRONAS Chemicals Sdn. Bhd., Shah Alam, Malaysia. BASF Report 2020 Total 13 Noncontrolling interests 81 Tax liabilities 5 Overviews 2020 Deferred tax assets Tax loss carryforwards Total Germany Foreign Million € Tax loss carryforwards The distribution of tax loss carryforwards and the associated recognized deferred tax assets is as follows: 2019 Tax loss carryforwards Undistributed earnings of subsidiaries resulted in temporary differences of €10,398 million in 2020 (2019: €13,335 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for an indefinite period of time. Deferred tax assets on deductible temporary differences in the amount of €182 million were not recognized in 2020 (2019: €124 million), as their utilization at reversal was not reasonably certain. -1,764 2,069 -2,069 2,887 1,123 -34 Other Valuation allowances on deferred tax assets amounted to €63 million in 2020 (2019: €88 million). Of this figure, €13 million pertained to tax loss carryforwards in 2020 (2019: €19 million). 2020 2019 1,229 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 262 BASF Report 2020 Surpluses of deferred tax assets for companies that reported tax losses in 2020 or 2019 totaled €2.645 million as of Decem- ber 31, 2020 (December 31, 2019: €97 million). Deferred taxes were recognized because, due to the planned earnings, use of temporary differences or loss carryforwards is expected. €257 million in 2020 (2019: €205 million). Of these, €52 million will expire in 2021, €9 million in 2022, €35 million in 2023, €22 million in 2024, €52 million in 2025 and €14 million in 2026 and thereafter. The remaining €73 million will not expire. Tax loss carryforwards exist in all regions. Tax losses in Germany may be carried forward indefinitely. In some foreign countries, tax loss carryforwards are only possible for a limited period of time. No deferred tax assets were recognized for tax loss carryforwards of 195 505 950 1,917 195 124 950 688 381 Notes 40.00 Million € Total Petrochemicals & Refining USA, Inc., Houston, Texas Shanghai Hua Yi (Group) Company, Shanghai, China, and SINOPEC Assets Management Corporation, Bejing, China TODA KOGYO CORP., Hiroshima, Japan -3,833 555 297 259 The respective recoverable amounts were determined using the value in use. Plans approved by company management and their respective cash flows for the next five years were used. For the period thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. Planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw materials prices and profit margins. Market assumptions regarding, for example, economic development, inflation expectations and market growth are included based on external macroeconomic and industry-specific sources. Chemicals, to the disposal groups in 2019. Impairment tests were performed on goodwill for both cash-generating units prior to their respective reclassifications in the previous year. BASF's goodwill is allocated to 20 cash-generating units (2019: 22), which are defined either on the basis of business units or at a higher level. The reduction was due to the reclassification of goodwill for two of these cash-generating units, Pigments and Construction Goodwill is only written down in the case of an impairment. Impairment testing is performed once a year and whenever there is an indication of impairment. Goodwill impairments are not reversed. Emission rights: Emission certificates, which are granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other countries, are recognized in the balance sheet with a value of zero. Certificates purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Emission certificates purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. 5 172 4 4 15 16 19 30 14 2020 4,956 15 1,123 44 Deferred tax assets (liabilities) after netting 205 13 1 5 -31 193 193 0 -9 -5 -4 33 15 83 -68 555 297 259 -34 2019 5 Product rights, licenses and trademarks Know-how, patents and production technologies Internally generated intangible assets 40.00 78 40.00 Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China 37 34.00 29 29 65 Other rights and values 99 30.00 98 30.00 335 40.00 256 40.00 99 76 34.00 670 Internally generated intangible assets primarily comprise internally developed software. Such software and other internally generated intangible assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangible assets also include an appropriate portion of overhead costs. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Distribution and similar rights Acquired intangible assets (excluding goodwill) with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Accounting policies 103 14 Intangible assets Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 263 853 The expected useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. The weighted average amortization periods of intangible assets were as follows: Weighted average amortization in years 334 363 29 381 233 411 Following year 2 28 30 Following year 1 December 31, 2020 Interest portion Lease liabilities Future lease payments Interest portion liabilities Lease December 31, 2019 Precious metal trading items 1,604 261 Future lease payments 269 18 296 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 18 Receivables and miscellaneous assets Other receivables and miscellaneous assets Million € December 31, 2020 December 31, 2019 Noncurrent Current Noncurrent Loans and interest receivables 127 About This Report 274 BASF Report 2020 Write-downs on inventory were recognized in the amount of €65 million in 2020, and in the amount of €111 million in 2019. 20 Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or the fair value of the sales products, which are based on the net realizable values, is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. In addition to direct costs, cost of conversion includes an appropri- ate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Inventories may be written down if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. The exception made by IAS 2 for traders is applied to the measure- ment of precious metals. Accordingly, inventories held exclusively for trading purposes are measured at fair value less costs to sell and recognized in the precious metal trading item (carrying amount as of December 31, 2020: €1,604 million; as of December 31, 2019: €977 million) under miscellaneous current assets. All changes in value are immediately recognized in the statement of income. Raw materials and factory supplies Work in progress, finished goods and merchandise Advance payments and services in progress Inventories Dec. 31, 2020 123 Dec. 31, 2019 3,379 6,784 7,742 121 10,010 11,223 Work in progress, finished goods and merchandise are combined into one item due to production conditions in the chemical industry. Services in progress mainly relate to services not invoiced as of the balance sheet date. Cost of sales included inventories recognized as an expense amounting to €30,379 million in 2020, and €29,643 million in 2019. 3,105 19 165 105 Prepaid expenses 79 257 103 Defined benefit assets 126 123 Tax refund claims 104 1,158 132 967 Employee receivables 0 21 0 15 1,201 695 1,211 560 414 204 395 Receivables from finance leases 41 3 20 Receivables from capital equipment of nonconsolidated subsidiaries Derivatives with positive fair values 122 Receivables from bank acceptance drafts 288 Other 287 261 306 217 Other receivables and assets that qualify as financial instruments 123 Million € Inventories 49 151 606 390 122 512 Total 1,361 273 1,634 1,422 232 1,654 BASF Report 2020 BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €44 million in 2020 (2019: €23 million). The leased assets pertained primarily to buildings and production facilities. Claims arising from operating leases amounted to €132 million in 2020 (2019: €174 million). As in the previous year, there were no material operating leases for property, plant and equipment. 273 About This Report 455 More than 5 years 98 14 Following year 3 156 23 179 180 21 201 Following year 4 1 109 133 118 136 Following year 5 74 18 92 84 24 To Our Shareholders 2 Management's Report 3 Corporate Governance Million € Income from finance leases of which gains and losses from sales financial income from net investment in the lease income from variable lease payments not included in measurement of net investment Income from operating leases of which income from variable lease payments not dependent upon an index or interest rate Income from leases for BASF as lessor Total 2019 25 1 24 1 1 24 19 2020 27 174 32 4 Consolidated Financial Statements 5 Overviews Notes Future lease payments to BASF from operating lease contracts 17 Inventories Million € December 31, 2020 December 31, 2019 132 Accounting policies 1-5 years 25 22 66 120 More than 5 years Total 41 Less than 1 year 102 -182 1 249 53 65 6,374 144 33,110 144 3,472 196 158 43,716 897 375 4,383 1 664 255 1,336 355 2,848 6 21,792 a Right-of-use assets of €1,318 million were capitalized as of January 1, 2019, following the initial application of IFRS 16; the values were restated accordingly. BASF Report 2020 271 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 10,673 4 Consolidated Financial Statements 19 31 3,408 -81 -2 -576 -5 -166 -25 -17 -872 -48 49 -20 12 -87 198 69 70 -2 -2 -1 -1 -225 -8 -928 0 -123 -11 -1,297 1 -1 -45 170 5 Overviews Additions to property, plant and equipment arising from investment projects (excluding leases) amounted to €3,390 million in 2019. Investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Shanghai, China; Geismar, Louisiana; and Freeport, Texas. Material investments included the acetylene plant as well as the expansion of the vitamin A plant in Ludwigshafen, Germany. Furthermore, additions included renovations and major repairs to the steam cracker and the construction of a new propane tank in Antwerp, Belgium. Investments also included the upgrade and capacity expansion of the MDI synthesis unit in Geismar, Louisiana. Government grants for funding investment measures reduced asset additions by €9 million. Expenses and income in the statement of income from leases for BASF as lessee Million € Interest expenses for lease liabilities 2020 2019 -36 -39 Expenses for variable lease payments not included in the measurement of lease liabilities -13 -13 Income from sublease agreements Expenses for short-term leases 1 2 BASF presents the interest component of lease payments in cash flows from operating activities and the repayment portion in cash flows from financing activities. Lease payments under short-term agreements, agreements with low-value assets or variable payments are presented in cash flows from operating activities. -131 Expenses for leases for low-value assets -43 -7 Gains and losses from sale and leaseback transactions 30 Total -222 -216 In 2020 and 2019, no material sale and leaseback transactions occurred. BASF as lessor BASF as lessee Lease liabilities Million € 977 -189 Notes - If an existing lease contract is modified, the lease liability and right-of-use asset must be remeasured, provided the modification changes the payment profile (pursuant to the interest and princi- pal plan) or the scope (either quantitatively or time-related) of use of the asset. After capitalization at commencement date, whereby the right-of- use asset is measured at cost, the right-of-use asset is generally depreciated over the lease term using the straight-line method. A number of leases, particularly for real estate and barges, include extension and termination options. Extension and termination options are taken into account on recognition of the lease liability only if BASF is reasonably certain that these options will be exercised in the future. When contract terms are being deter- mined, consideration is given to all facts and circumstances that offer an economic incentive for exercising extension options or not exercising termination options. Changes in lease terms arising from the exercise of an extension option or non-exercise of a termination option are only considered if sufficient certainty exists. Estimates and expectations which are asserted at the com- mencement date of the lease liability and the right-of-use asset and pertain to future payments not yet determined on the date of provision are assessed continuously during the lease term. If subsequently improved or changed knowledge influences the In 2019, impairments of €315 million and reversals of impairments of €6 million were included in accumulated depreciation. The impairments were primarily attributable to construction in progress resulting from discontinued investment projects in North America within the Petrochemicals division. Furthermore, impairments on buildings and technical equipment at one production site in Europe were also included in accumulated depreciation. Disposals of property, plant and equipment included the sale of a building complex in Switzerland. Transfers related mainly to the reclassification of operation-ready assets from construction in progress to other asset categories. Transfers also included reclassification of existing finance leases as of December 31, 2018 to right-of-use assets due to the initial application of IFRS 16. Transfers to disposal groups included property, plant and equipment, which had been reclassified to the disposal groups for the pigments business and the construction chemicals business. For more information on divestitures, see Note 3 from page 235 onward Currency effects raised property, plant and equipment by €190 million and resulted mainly from appreciation of the U.S. dollar against the euro. 16 Leases Accounting policies A lease is an agreement that conveys the right to control the use of identified asset for a defined period of time in return for a payment. Leases in which BASF is a lessee mainly relate to real estate and transportation and technical equipment. Leases can be embedded within other contracts. If separation is required under IFRS, the embedded lease is recorded separately from its host contract and each component of the contract is accounted and measured in accordance with the applicable regulations. As lessee, BASF accounts for nearly all leases, recognizing right-of-use assets for leased assets and liabilities for lease agreements. The following principles are considered: - _ expected payment profile over time, the lease liability is remeasured. - - Lease liabilities are measured at the present value of the remaining lease payments, taking into account the incremental borrowing rate. As a general rule, BASF separates non-lease components, such as services, from lease payments. A right-of-use asset is generally recognized at the same amount as the lease liability. Differences may arise from the lease payments made prior to the provision of the leased asset, less any lease incentives received. BASF Report 2020 272 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes - BASF exercises the exemption for lease agreements with a maximum term of 12 months from the date of provision and low-value assets. Low-value assets are generally defined as leased assets worth a maximum of €5,000. About This Report 162 80 Changes in the scope of consolidation 1 5 4 5 15 Additions 13 24 214 100 1,206 109 190 64,326 210 3,839 3 Additions from acquisitions 2 1 Disposals -76 -4 -114 -33 -605 -8 -28 -15 1,767 -1,065 3,905 4,616 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Development of property, plant and equipment in 2019 Millionen € Machinery and Land Right-of-use landa Buildings Right-of-use buildingsa technical equipment Notes 274 Right-of-use machinery and technical equipmentª Right-of-use miscellaneous equipment and fixturesa Advance payments and construction in progress Right-of-use advance payments and construction in progressa Total Cost As of January 1, 2019 1,349 154 10,807 700 42,331 190 Miscellaneous equipment and fixtures 384 Transfers 275 808 43,783 399 4,808 551 3,006 65,508 Accumulated depreciation As of January 1, 2019 104 Changes in the scope of consolidation Additions Disposals Transfers 10,757 Transfers to disposal groups As of December 31, 2019 Net carrying amount as of December 31, 2019 6,238 32,480 3,400 42,228 -2 1 3 2 18 433 142 2,022 Currency effects -266 440 As of December 31, 2019 207 92 1,841 107 321 129 -2,702 4 Transfers to disposal groups -87 -7 -429 -55 -1,281 950 0 -35 13 -2,053 Currency effects 17 -3 70 4 285 1 31 1 33 439 -172 Other 1.625% 422 1.5% 494 495 1.63% 500 EUR Bond 2019/2029 0.875% 247 247 1.01% 250 EUR Bond 2017/2029 2.670% 162 153 2.69% 1,600 NOK Bond 2017/2027 0.875% 987 989 1.04% Bond 2018/2030 1,000 EUR 1.58% Bond 2017/2032 1.450% 296 296 1.57% 300 EUR Bond 2016/2031 2.37% 149 137 2.37% 1,300 HKD Bond 2016/2031 0.875% 493 493 1.01% 500 EUR Bond 2016/2031 1.5% 198 199 200 EUR Bond 2020/2027 0.250% 500 EUR Bond 2016/2023 43 292 277 1.06% 250 GBP Bond 2020/2023 0.101% 999 0.14% 1,000 EUR 726 673 0.83% 850 USD Bond 2017/2023 Bond 2012/2022 0.925% 2% 1,253 2.60% 499 498 2.5% 996 0.32% 1,000 EUR Bond 2013/2025 3.675% 147 138 3.70% 1,450 NOK Bond 2018/2025 a Nominal value as of December 31, 2020 0.875% 747 0.97% 750 EUR Bond 2017/2025 1.750% 350 332 1.87% 300 GBP Bond 2014/2024 746 BASF Report 2020 Continued on next page 279 Bond 2018/2025 3.625% Bond 2016/2020 0.0% BASF Finance Europe N.V. 266 244 4.45% 300 USD U.S. private placement series C 2013/2034 4.43% 622 570 4.11% 700 USD U.S. private placement series B 2013/2028 4.09% 222 203 3.92% 250 USD U.S. private placement series A 2013/2025 0.75% Bond 2016/2026 Other bonds Bonds and other liabilities to the capital market 280 BASF Report 2020 18,377 19,214 3,240 3,735 15,137 15,479 608 102 496 496 3.89% 0.88% EUR 177 163 3.69% 200 USD 999 0.14% 1,000 EUR Financial indebtedness Liabilities to credit institutions 500 1,252 82 1.03% 2.875% 492 493 3.15% 500 EUR Bond 2013/2033 3% December 31, 2019 December 31, 2020 Effective interest rate currency of issue) Currency Nominal value (million, Carrying amounts based on effective interest method Million € Financial indebtedness Continued from previous page Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Bond 2013/2033 EUR 200 2.96% 10,000 JPY Bond 2018/2048 1.025% 199 199 3.27% 200 EUR Bond 2013/2043 3.25% 738 79 738 750 EUR Bond 2017/2037 98 98 4.24% 160 AUD Bond 2018/2033 4% 198 198 1.73% 1.93% 0.875% EUR -39 42 0 -3 137 240 364 Total 9 96 36 stage 3 0 stage 2 4 2 4 of which stage 1 13 98 40 Other receivables 73 89 281 -1 257 3 122 About This Report 276 BASF Report 2020 Additions included valuation allowances of €7 million due to a change in valuation parameters. Additions primarily included valuation allowances of loans to former and current Group companies. In 2020, valuation allowances of €98 million were recognized for other receivables representing financial instruments, and valuation allowances of €13 million were reversed. In the previous year, valuation allowances of €15 million were recognized and valuation allowances of €3 million were reversed. Payment terms are generally agreed upon individually with cus- tomers and, as a rule, are within 90 days. In 2020, valuation allow- ances of €142 million were added for trade accounts receivable, and valuation allowances of €124 million were reversed. In the previous year, valuation allowances of €168 million were added for trade accounts receivable, and valuation allowances of €146 million were reversed. At BASF, a comprehensive, global credit insurance program covers accounts receivable, trade. Under a global excess of loss policy, future bad debts are insured for essentially all BASF Group companies excluding joint ventures. The program has no impact on the calculation of valuation allowances in accordance with IFRS 9. No compensation claims were incurred in either 2020 or 2019. There are currently no significant credit risks (or a concentration thereof) associated with other financial instruments. BASF generally monitors the credit risk associated with counterparties with which receivables exist representing financial instruments. In accordance with IFRS 9, impairments for expected credit losses on receivables are recognized based on this. 3,888 5,834 a Standard & Poor's rating Low credit rating stage 3 from BB- to D from AAA to BBB- High/medium credit Gross carrying amounts Equivalence to external ratinga of December 31, 2020 Creditworthiness as 421 -1 1,250 120 3 2 rating 1 51 43 About This Report 275 The rise in current other receivables and assets, which represent financial instruments, was due to higher deposits on commodity derivatives and increased receivables for other refunds. The change in current tax refund claims was largely attributable to the rise in open income tax receivables at various Group companies. Prepaid expenses in 2020 mainly included prepayments of €28 million related to operating activities compared with €30 million in 2019, as well as €79 million in prepayments for insurance in both 2020 and 2019. Prepayments for license costs decreased from €74 million in 2019 to €70 million in 2020. Prepaid expenses in 2020 included lower advance payments for received precious metal catalysts to be refurbished. Bank acceptance drafts are used as an alternative form of payment in China. Bank acceptance drafts are issued at a discount from their par value. They can be held to maturity, traded or redeemed prematurely at a discount. If BASF discounts a bank acceptance draft with recourse, a liability toward the credit institution is recognized in the amount of the payment received. The increase relates to higher sales and broader use of this form of payment in China. The decrease in noncurrent derivatives with positive fair values primarily affected the market valuation of combined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attributable to the increase in fair values of commodity derivatives for precious metals. 310 188 3 275 Current The changes in loans and interest receivables were predominantly due to reimbursements of and valuation allowances on loans to nonconsolidated subsidiaries. BASF Report 2020 3,790 1,112 4,673 912 2,589 417 3,462 352 Other receivables and assets that do not qualify as financial instruments Other receivables and miscellaneous assets 320 59 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements of which stage 2 142 324 Accounts receivable, trade Additions January 1, 2020 As of 299 -1 -42 0 124 53 As of December 31, 2020 Translation effect Reclassification between stages Releases Million € Valuation allowances on receivables (financial instruments) 2020 Million € Accounts receivable, trade The following table presents the gross values and credit risks for trade accounts receivable measured at amortized cost as of December 31, 2020. Expected losses of trade accounts receivable at BASF are calculated primarily on the basis of internal or external customer ratings and the associated probability of default. Precious metal trading items primarily comprise physical items, precious metal accounts as well as long positions in precious metals, which are largely hedged through forward sales or derivatives. The rise in 2020 was due to a significant increase in the price of palladium and rhodium. Notes 5 Overviews Reclassification to assets of disposal groups To Our Shareholders -39 3 Corporate Governance GBP Commercial paper 861 2 Management's Report 220a USD December 31, 2019 December 31, 2020 Effective interest rate currency of issue) Currency Nominal value (million, Carrying amounts based on effective interest method BASF SE Million € Financial indebtedness Liabilities 21 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 1,000 1,112 Commercial paper EUR Bond 2018/2022 1.375% 293 277 1.52% 250 GBP Bond 2017/2022 2.5% 444 407 2.65% 278 500 Bond 2013/2021 1.875% 1,004 1,000 1.47% 1,000 EUR Bond 2013/2020 variable 300 variable 300 USD BASF Report 2020 178 Changes in the fair value of derivatives designated to hedging relationships (cash flow hedge) adjusted for deferred taxes in the amount of €24 million reduced equity by a total of €108 million. Of that amount, -€163 million related to the hedging of cash flows at shareholdings accounted for using the equity method. 830 901 December 31, 2020 December 31, 2019 Legal reserves Other retained earnings Retained earnings Million € Retained earnings The acquisition of shares in companies that BASF already controls or that are included in the Consolidated Financial Statements as a joint arrangement is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no material transactions of this type in 2020, as in the previous year. Retained earnings Capital reserves include effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. Capital reserves Subscribed capital remained unchanged year on year at €1,176 mil- lion and comprises 918,478,694 qualifying shares. Subscribed capital 37,010 37,911 By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized to buy back shares until May 11, 2022, in accordance with sec- tion 71(1) no. 8 of the German Stock Corporation Act (AktG). The buyback may not exceed 10% of the company's share capital at the time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public invitation to the shareholders to submit sales offers. This authorization has not been exercised to date. In this connection, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase will only be carried out to the extent to which holders of convertible bonds, or warrants attached to bonds with warrants issued, exercise their conversion or option rights. This authorization has not been exercised to date. with the approval of the Supervisory Board, to issue, on a one-off basis or in portions on more than one occasion, bearer or registered convertible bonds and/or bonds with warrants, or combinations of these instruments, with or without maturity limitations up to a nominal value of €10 billion until May 11, 2022. The notional interest in the share capital attributable to the BASF shares to be issued in connection with the debt instruments issued under this authoriza- tion may not exceed 10% of the share capital. By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized, Conditional capital In accordance with the resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors was authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 mil- lion by issuing new shares against contributions in cash or in kind. In principle, shareholders are entitled to a subscription right. However, the Board of Executive Directors is authorized, with the approval of the Supervisory Board, to exclude shareholders' statutory subscrip- tion rights in the cases specified in the authorizing resolution. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase. The total shares issued on the basis of the above authorization with the exclusion of the shareholders' subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed 10% of the share capital at the time that this authoriza- tion comes into effect or if this value is lower at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right, must be credited against the aforementioned ceiling of 10%. This authorization has not been exercised to date. BASF SE has only issued fully paid-up registered shares with no par value. There are no preferential voting rights or other restrictions. BASF SE does not hold any treasury shares. Authorized capital For more information on cash flow hedge accounting, see Note 26.5 from page 301 onward 19 Notes 5 Overviews 4 Consolidated Financial Statements Authorization of share buybacks 41,226 Capital, reserves and retained earnings Legal reserves rose by €70 million in 2020 and by €66 million in 2019 due to reclassifications from retained earnings. 42,056 Cash flow hedges Furthermore, as a result of divestitures, €71 million after taxes was reclassified to the income statement in 2020 and €834 million after taxes in 2019. Currency translation For more information on the remeasurement of defined benefit plans, see Note 22 from page 282 onward Because of the disposal of the construction chemicals business on September 30, 2020, the amount of €53 million from the remeasurement of defined benefit plans was reclassified from income and expenses to retained earnings, in equity. In the previous year, this type of reclassification resulted in the amount of €140 mil- lion from the merger concluded on April 30, 2019 between Wintershall and DEA. Changes in the value of defined benefit plans reduced equity by €973 million in 2020, and by €393 million in the previous year (after taxes in both years). Of that amount, -€19 million was attributable to investments accounted for using the equity method in 2020 (2019: -€46 million). Deferred taxes amounted to €422 million in 2020, and €359 million in 2019. Remeasurement of defined benefit plans The expenses and income shown in other comprehensive income are divided into two categories: Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes gains and losses from currency translation, the measurement of certain securities classified as debt instruments, and changes in the fair value of derivatives held to hedge future cash flows. Items that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Accounting policies Other comprehensive income 20 In accordance with the resolution of the Annual Shareholders' Meeting on June 18, 2020, BASF SE paid a dividend of €3.30 per qualifying share from the retained profit of the 2019 fiscal year. With 918,478,694 qualifying shares, this represented total dividends of €3,030,979,690.20. The remaining €868,110,024.68 in retained profits was allocated to retained earnings. Differences resulting from currency translation reduced equity by a total of €2,598 million. This included deferred taxes in the amount of €19 million. At-equity investments accounted for €1,125 million. In 2020, the differences resulted primarily from the depreciation of the U.S. dollar and the Brazilian real relative to the euro in 2020. Notes Payment of dividends BASF Report 2020 About This Report 1 To Our Shareholders 277 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 2 Management's Report Other retained earnings include, among other things, earnings generated in the past by companies included in the Consolidated Financial Statements. Because of the disposal of the construction chemicals business on September 30, 2020, the amount of €53 mil- lion from the remeasurement of defined benefit plans was reclassi- fied from income and expenses to retained earnings, in equity. In the previous year, this type of reclassification resulted in the amount of €140 million from the merger concluded on April 30, 2019 between Wintershall and DEA. 8 2,891 253 4,278 Total 541 -11 -39 -125 1 2,825 Other 2,938 4,278 4,309 Total similar obligations 205 -20 -2,346 -9 462 -215 Notes 4,309 -8 290 BASF Report 2020 Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of judicial, arbitrational or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceedings will have a material effect on the economic situation of BASF. At this time, BASF cannot predict the outcomes of resolving these matters or what potential actions may be taken by regulatory agencies. An adverse outcome in any one or more of these matters could be material to BASF's financial results. Since August 2019, BASF Corporation has been served in various U.S. federal and state lawsuits alleging property and resource damages and personal injuries from possible exposure to per- and polyflouroalkyl substances (PFAS). In December 2018, a multi- district litigation (MDL) was created to coordinate claims brought against manufacturers, distributors, and suppliers of Aqueous Film Forming Foam (AFFF) in particular, which plaintiffs allege contains toxic levels of certain PFAS compounds including perfluorooctanoic acid (PFOA) and perfluorooctane sulfonate (PFOS). Plaintiffs typically allege that exposure to AFFF has caused loss of use and enjoyment of property, diminished property value, remediation costs, and personal injuries including various types of cancers. The complaints name BASF as a defendant in connection with its 2009 acquisition of Ciba Specialty Chemicals Inc. and the legacy Ciba/BASF Lodyne fluorochemical product lines. BASF has been named in 638 suits as of Janary 2021 and is defending all litigation. On February 14/15, 2020, a jury in the United States District Court for the Eastern District of Missouri awarded $15 million in compen- satory damages and $250 million in punitive damages against defendants Monsanto Company and BASF Corporation. The verdict relates to alleged yield losses of a peach farmer in connection with the use of the dicamba herbicide. BASF and Monsanto filed post- trial motions to challenge the jury's verdict. On November 25, 2020, the trial court ruled on the post-trial motions, and the punitive damages award was reduced from $250 million to $60 million. The court did not grant any other relief related to the jury's verdict. BASF and Monsanto filed notices of appeal on December 18, 2020. Between November 2014 and March 2015, a putative class action lawsuit and several additional lawsuits were filed in the United States District Court for the Southern District of New York against BASF Metals Limited (BML), based in the United Kingdom, along with other defendants, alleging violations of antitrust and commodities laws stemming from the price discovery process for platinum and palladium. The lawsuits were consolidated and dismissed on jurisdictional grounds in March 2017. In May 2017, the plaintiffs filed an amended Complaint that renews allegations against defendants and BML. On March 29, 2020, all claims against all defendants were dismissed. On April 27, 2020, plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit, where the matter is still pending. A pro se complaint filed in September 2015 that was not consolidated into the consolidated class action was ultimately dismissed as of Novem- ber 18, 2019. BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site com- prising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) agreed to complete a remedial investigation / feasibility study (RI/FS) of the LPRSA. In 2016, the United States Environmental Protection Agency (USEPA) selected a final remedy for the lower eight miles of the LPRSA. A decision from USEPA on a targeted approach for the upper portion of the LPRSA is expected for 2021. BASF Corpora- tion established a provision covering BASF's currently estimated share of the remediation costs. Risks from litigation and claims -307 24 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 289 BASF Report 2020 Other includes interest on noncurrent tax provisions. The rise in the remaining other provisions as of December 31, 2020, is primarily due to the rise in provisions for licenses. The decrease in provisions for obligations from sales and pur- chase contracts resulted from lower accruals for rebate programs. The decrease in provisions for employee obligations was mainly attributable to lower accruals for variable compensation compo- nents. 5 Overviews 116 26 Litigation, damage claims, warranties and 21 Employer contributions 615 463 Switzerland 1,816 1,845 0 1,851 35 -53 Interest cost -395 -542 Employee contributions 41 1,792 Plan settlements -1,294 2,483 -1,192 286 389 Current service cost -419 -380 Germany 21,535 19,995 14,426 13,879 -7,109 -6,116 Deviation between actual and standardized return on plan assets Past service cost -6 137 765 2,128 United States 3,596 3,777 2,404 45 United Kingdom 1,986 1,911 2 -442 Total 29,840 28,423 21,400 20,863 -8,440 -7,560 Actuarial gains/losses of the defined benefit obligation -2,131 -2,803 Past service cost Benefits paid by unfunded plans 326 73 Plan settlements -60 -198 Explanations regarding plan assets Employer contributions 615 Effects from acquisitions and divestitures Standardized return on plan assets 2,128 Deviation between actual and standardized return on plan assets 2,026 1,986 40 75 Standardized return on plan assets 286 389 Benefits paid -769 -1,013 Other 907 895 693 723 -214 -172 765 2019 2020 2019 108 157 Net interest income from overfunded pension plans 0 -2 for adjustments relating to financial assumptions adjustments relating to demographic assumptions 2,106 2,777 8 33 Expenses for pension benefits (recognized in the financial result) An alternative valuation of the defined benefit obligation was performed to determine how changes in the underlying assumptions influence the amount of the defined benefit obligation. A linear extrapolation of these amounts based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. The interest on the net defined benefit liability at the beginning of the year is recognized in the financial result. This is the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the fiscal year are taken into account when determining net interest. Net interest expense of the respective fiscal year is based on the discount rate and the defined benefit obligation at the beginning of the year. Defined benefit obligation as of December 31 29,840 28,423 As of December 31, 2020, the weighted average duration of the defined benefit obligation amounted to 16.6 years (previous year: 16.7 years). Actuarial gains/losses 108 Net interest expense from underfunded pension plans and similar obligations -1,411 736 554 (recognized in income from operations) Benefits paid -1,095 -1,086 Discount rate -2,221 -2,214 2,553 2,544 Employee contributions 41 45 Projected pension increase 1,666 1,584 126 463 155 17 Million € Million € 2020 2019 2020 2019 Plan assets as of January 1 20,863 19,280 Net defined benefit liability as of January 1 -7,560 -7,371 Pension obligations Plan assets Net defined benefit liability 2020 2019 2020 Regional allocation of defined benefit plans as of December 31 experience adjustments Development of net defined benefit liability Development of plan assets -7 Effects from acquisitions and divestitures Other changes Currency effects 54 -802 -4 -11 -470 257 BASF Report 2020 285 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Million € Expenses for pension benefits Other changes Plan assets as of December 31 Provisions for restructuring measures include severance payments to departing employees or similar personnel expenses as well as expected costs for site closures, including the costs for demolition and similar measures. Provisions are recognized for these expenses when the relevant measures have been planned and announced by management. Provisions for employee obligations primarily consist of variable compensation including associated social security contributions, as well as obligations for granting long-service bonuses. Provisions for long-service and are predominantly calculated based on actuarial principles. Provisions for obligations from sales and purchase contracts largely comprise obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liabilities, sales commissions and expected losses on contracts. Provisions for litigation, damage claims, warranties and similar obligations contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. In order to determine the amount of the provisions, the company takes into consideration the facts related to each case, the size of the claim, claims awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. Actual costs can deviate from these estimates. For more information, see Note 24 on page 290 The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate (2020: 1.5%; 2019: 1.5%) used for calculating noncurrent provisions. Financing costs related to unwinding the discount of provisions in subsequent periods are shown in other financial result. BASF Report 2020 288 In addition, other provisions also cover expected costs for restoration obligations for dismantling existing plants and buildings. If BASF is the only responsible party that can be identified, the provision covers the entire expected obligation. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected obligation. The amount of the provision is determined based on the available technical information on the site, the technology used, legal regulations, and official requirements. The calculation accounts for expected significant changes in obligations. About This Report 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Other provisions Million € 1 To Our Shareholders Provisions for environmental protection and remediation costs are recognized for expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. Accounting policies 21,400 28,423 20,863 Defined contribution plans and government pensions The contributions to defined contribution plans recognized in income from operations amounted to €306 million in 2020 and €332 million in 2019. Contributions to government pension plans were €557 million in 2020 and €627 million in 2019. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe) acquired through private placements with a market value in the amount of €110 million as of December 31, 2020, and €193 million as of December 31, 2019. For such securities, especially those held by domestic pension plans, there is no active market. The capital market compensates for this lack of fungibility BASF Report 2020 287 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 23 Other provisions December 31, 2020 December 31, 2019 Of which current Of which current Additions 77 81 Unwinding of discount Utilization Releases Other changes December 31, 2020 3 -3 -3 -7 148 Obligations from sales and Environmental protection and 654 January 1, 2020 20,863 Restoration obligations 1,653 The following table shows the development of other provisions by category. Other changes include reclassifications to disposal groups, changes in the scope of consolidation, divestitures, currency Development of other provisions in 2020 effects and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. Restoration obligations 148 21 77 Million € Environmental protection and 693 114 654 110 remediation costs Employee obligations 1,174 754 1,257 26,050 21,400 28,000 29,840 126 provisions for pensions and similar obligations 8,566 7,683 123 The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is based on the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual assets is held. Liability-driven investment (LDI) techniques, such as hedging the risk of changes in interest rates and inflation, are used in some pension plans, especially for U.K. and U.S. plans. BASF Report 2020 286 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes of which defined benefit assets Structure of plan assets -7,560 Net defined benefit liability as of December 31 -11 -16 Effects from acquisitions and divestitures -52 360 -332 227 Other changes -7 -5 21,400 20,863 Currency effects 138 -30 The standardized return on plan assets is calculated by multiply- ing plan assets at the beginning of the year with the discount rate used for existing defined benefit obligations at the beginning of the year, taking into account benefit and contribution payments to be made during the year. Effects from plan settlements resulted in 2020 primarily from the transfer of small benefit entitlements and the corresponding assets from the pension plan in Canada to an external insurer. BASF's employer contributions in 2020 totaled €615 million, including special contributions to BASF Pensionstreuhand e. V. in the amount of €401 million and €58 million to American plan assets. Through continuous monitoring of financing requirements of its pension plans, BASF always strives to achieve the necessary yields to fill financing gaps over the course of time. Company contributions for 2021 are currently expected to be around €430 million. -8,440 Currency effects % 2020 Cash and cash equivalents Total 100 with yield premiums depending on the maturity. With only a few exceptions, there is no active market for plan assets in real estate and alternative investments. Plan assets as of the balance sheet date contained securities issued by BASF Group companies with a market value of €1 million in 2020 and €2 million in 2019. The market value of the properties of legally independent pension funds rented to BASF Group companies amounted to €112 million on both December 31, 2020 and on December 31, 2019. Since 2010, there has been an agreement between BASF SE and BASF Pensionskasse WaG on the granting of profit participation capital with a nominal value of €80 million, which is used to strengthen the financing of the BASF Pensionskasse WaG. Beyond this, there were no material transactions between the legally independent pension funds and BASF Group companies in 2020 or 2019. The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) as well as corporate and government bonds. Government bonds primarily relate to bonds from countries Iwith the very high credit ratings, such as the United States, the United Kingdom, Germany and Switzerland. Government bonds from emerging nations are also held to a limited extent. Corporate The funding of the plans was as follows: bonds mainly comprise bonds from creditworthy debtors, although particular high-yield bonds are also held to a limited extent. In connection with the continuous monitoring of default risk based on a given risk budget and on the observation of the development of the creditworthiness of issuers, the plan asset allocation may be adjusted in the case of a revised market assessment. Alternative investments largely comprise investments in private and infrastructure equity, absolute return funds and senior secured loans. Current funding situation of the pension plans as of December 31 Million € 2020 2019 Defined benefit obligation Pension assets Defined benefit obligation Pension assets Unfunded pension plans Funded pension plans 1,840 2,373 Total 100 Equities 2 18 2019 28 29 Debt instruments 47 47 of which for government debtors 19 17 for other debtors 28 30 Real estate 5 4 Alternative investments 17 3 124 2019 2019 Other liabilities Million € Derivatives with negative fair values Liabilities from leases Loan and interest liabilities 2,343 December 31, 2020 Notes December 31, 2019 Current Noncurrent Current 284 674 188 493 Noncurrent 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 53 Other currencies 39 52 Total 19,214 52 18,377 Other bonds consisted primarily of a bond issued by BASF Corpo- ration that was used to finance investments in the United States. Both the nominal interest rate and effective interest rate of this bond were 6.95% in 2020. Its remaining term to maturity is 90 months. All other BASF Corporation bonds reported in other bonds in 2019 were paid off ahead of schedule in 2020. Liabilities to credit institutions Liabilities to credit institutions rose from €3,240 million as of December 31, 2019 to €3,735 million as of December 31, 2020. The weighted average interest rate on loans amounted to 2.1% in 2020, compared with 3.8% in 2019. BASF Report 2020 281 About This Report 1 To Our Shareholders 2 Management's Report 1,026 334 1,039 381 238 25 244 200 462 210 52 259 53 7 13 33 29 114 2 208 323 22 16 63 55 37 583 50 534 679 537 Advances received on orders Miscellaneous liabilities 41 464 39 398 Other liabilities that qualify as financial instruments 1,388 2,734 1,316 Liabilities related to social security 76 Kazakhstani tenge 46 18 December 31, 2020 December 31, 2019 3,395 3,362 3,166 4,558 Following year 2 2,310 1,998 935 Following year 3 2,121 2,157 Norwegian krone 291 309 Following year 4 1,351 1,223 Following year 1 Chinese renminbi 11,283 Pound sterling About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 1,078 Unused credit lines BASF SE had committed and unused credit lines with variable interest rates amounting to €9,000 million as of December 31, 2020, and €6,000 million as of December 31, 2019. BASF SE's existing credit line of €380 million for the financing of specific research and development activities as of December 31, 2019 was drawn on in 2020. Breakdown of financial indebtedness by currency Million € Maturities of financial indebtedness Million € December 31, 2020 December 31, 2019 Euro U.S. dollar 12,684 706 250 Following year 5 Other bonds Indian rupee 86 69 Argentinian peso 66 75 Brazilian real 62 88 Ukrainian hryvnia 38 83 Turkish lira 34 123 Indonesian rupiah 65 253 95 98 1,787 1,310 Hong Kong dollar 137 149 Following year 6 and maturities beyond 8,250 9,247 this year Japanese yen 136 138 Total 19,214 18,377 Australian dollar 98 South African rand 2020 362 3,440 Discount rate Projected pension increase 2020 2019 2020 2019 2020 2019 1.10 1.70 3.10 4.10 0.20 0.90 2020 2019 2.20 2.90 1.50 1.50 3.00 3.10 The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. Switzerland Kingdom A Group-wide, uniform procedure is used to determine the discount rates applied for valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an RP-2018 (modified) with MP-2018 generational projection BVG 2015 generational S2PXA (standard actuarial mortality tables for self-administered plans (SAPS)) BASF Report 2020 284 About This Report 1 Heubeck Richttafeln 2018G (modified) United States Germany United Actuarial mortality tables (significant countries) as of December 31, 2020 Germany United States Switzerland United Kingdom Discount rate 2020 2019 2020 2019 2020 2019 0.70 1.10 2.30 3.10 0.10 0.20 2020 2019 1.50 2.20 Germany United States Projected pension increase 1.50 1.50 3.10 3.00 Switzerland United Kingdom Assumptions used to determine expenses for pension benefits in the respective business year To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Expenses for defined benefit plans 430 222 Plan settlements -60 -219 Increase by Decrease by Expenses for defined contribution plans 306 332 0.5 percentage points 0.5 percentage points Interest cost 395 542 2020 -137 The valuation of the defined benefit obligation is generally performed using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from the BASF Group population and were last updated in 2019 for the pension obligations in Germany and in 2018 for the pension obligations in the United States. 6 2019 5 Overviews Notes Sensitivity analysis Explanation of the amounts in the statement of income and balance sheet Development of defined benefit obligations Million € A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: 2020 2019 Composition of expenses for pension benefits Million € Defined benefit obligation as of January 1 28,423 26,651 Current service cost 419 380 Sensitivity of the defined benefit obligation as of December 31 Million € 2020 Past service cost issue volume of more than 100 million units of the respective currency with a minimum rating of AA- to AA+ from at least one of the following three rating agencies: Fitch, Moody's, or Standard & Poor's. Assumptions used to determine the defined benefit obligation as of December 31 The valuation of the defined benefit obligation is based on the following key assumptions: 264 116 279 136 Accounts payable, trade Other liabilities Secured liabilities Liabilities to credit institutions were secured primarily with registered land charges. Other liabilities included collateral for derivative instruments with negative fair values. As in the previous year, there were no secured contingent liabilities in 2020. 22 Provisions for pensions and similar obligations Accounting policies In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. The accounting policies presented in the following relate to defined benefit pension obligations. Provisions for pensions are calculated on an actuarial basis in accordance with the projected unit credit method using assumptions relating to the following valuation parameters, among others: future developments in compensation, pensions and inflation, employee turnover and the life expectancy of beneficiaries. Obligations are discounted based on the market yields on high-quality corporate fixed-rate bonds. Similar obligations, especially those arising from commitments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. Actuarial reports are used to calculate the amount of pension provisions. BASF Report 2020 282 5 About This Report 2 13 1,678 1,084 3,427 Employee liabilities Liabilities from precious metal trading positions Contract liabilities Deferred income Miscellaneous liabilities Other liabilities that do not qualify as financial instruments Other liabilities Other liabilities Contract liabilities include mainly customer payments entitling them to access licenses over an agreed period of time. The majority of existing contracts have terms of up to six years. Of the contract liabilities reported as of December 31, 2020, €52 million are expected to be recognized as revenue in 2021. For more information on financial risks and derivative instruments, see Note 26 from page 291 onward For more information on liabilities arising from leases, see Note 16 from page 272 onward Secured liabilities Million € 84 December 31, 2020 December 31, 2019 Liabilities to credit institutions 15 1,711 1 To Our Shareholders 3 Corporate Governance 283 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Switzerland The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on plan assets. The pension plans are accounted for as defined benefit plans, as the obligatory minimum pension guaranteed by law under the Swiss Pension Fund Act (BVG) is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligated to make contributions, so that the pension funds are able to grant the minimum benefits guaranteed by law. The pension funds are managed by boards, where employer and employees are equally represented, which steer and monitor the benefit plans and asset allocation. United Kingdom Employees are granted benefits based on a defined contribution plan. The BASF Group also maintains defined benefit plans in the United Kingdom, which have been closed for further increases based on future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. Other countries For subsidiaries in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Actuarial assumptions BASF Report 2020 2 Management's Report Additional similar obligations arise from plans that assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans have been closed to new entrants since 2007. In addition, the amount of the benefits for such plans has been frozen. Effective 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past were frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. 4 Consolidated Financial Statements 5 Overviews Notes Actuarial gains and losses from changes in estimates relating to the actuarial assumptions used to calculate defined benefit obligations, the difference between standardized and actual returns on plan assets, as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The Group Pension Committee monitors the risks of all pension plans of the Group with regard to the financing of pension commit- ments and the portfolio structure of existing plan assets. The organization, responsibilities, strategy, implementation and reporting requirements are documented for the units involved. Economic and legal environment of the plans In some countries - especially in Germany, in the United States, in the United Kingdom and in Switzerland - there are pension obligations subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements to cover pension obligations, which are based on actuarial assumptions that differ from those pursuant to IAS 19. Furthermore, there are qualitative and quantitative restrictions on allocating plan assets to certain asset categories. This could result in annual fluctuations in employer contributions, financing measures and the assumption of obligations in favor of the pension funds to comply with regulatory requirements. The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of discount rates on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees, led to a reduction in risk with regard to future benefit levels. The strategy of the BASF Group with regard to financing pension commitments takes into account country-specific supervisory and tax regulations. In some countries, pension benefits were granted for which the employer has a subsidiary liability. Pension benefits in a number of countries include minimum interest guarantees to a limited extent. If the pension fund cannot generate the income needed to provide the minimum guarantee, this must be provided by the employer under the subsidiary liability. To the extent that recourse to the employer is unlikely based on the structure and execution of the pension benefits as well as the asset situation of the pension fund, these plans are treated as defined contribution plans. Description of the defined benefit plans The following section describes the typical plan structure in the individual countries. Different arrangements may exist, in particular due to the assumption of plans as part of acquisitions; however, these do not have any material impact on the description of plans in the individual countries. Germany For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent plan, which is financed by employer and employee contributions as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensionskasse WaG. Some of the benefits financed via BASF Pensionskasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefit plan was closed for newly hired employees at German BASF companies and replaced by a defined contribution plan. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement by BASF Pensionstreuhand e.V.; at German Group companies, these benefits are financed primarily via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. United States Employees are granted benefits based on defined contribution plans. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level are based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA requirements. 3 -1,328 -188 -53 1,174 Obligations from sales and purchase contracts 1,165 1,120 -862 -101 -39 1,134 205 161 126 74 Restructuring measures 141 376 warranties and similar -73 -1,209 821 -18 693 1,134 1,114 1,165 1,161 purchase contracts 1 remediation costs 414 371 141 -66 116 Employee obligations 1,653 Restructuring measures -20 Litigation, damage claims, 414 obligations Other 541 290 462 220 -10 Core elements of the circular economy at BASF We are driving forward the use of recycled raw materials with projects such as ChemCycling TM, in which we use the pyrolysis oil extracted by our technology partners from mixed plastic waste or used tires to produce new products. The project is currently in the scale-up phase. We already have many years' experience in the industrial recycling of mobile emissions catalysts, where we recover precious metals and use them to produce new mobile and process emissions catalysts. We are working on other innovative material cycles in over 20 initiatives. These include our chemical recycling process for used polyurethane foam mattresses and the develop- ment of plastic additives to improve the quality of mechanically recy- cled plastics. In addition to these projects, we established a Group- wide co-funding program for circular economy projects. It supports our employees in developing new business models for the circular economy - from the initial idea to market launch. The program aims to create additional products and solutions that close loops, estab- lish new loops or extend the life of a product. Using plastics responsibly Our circular feedstock target is part of our commitment to the Ellen MacArthur Foundation's New Plastics Economy initiative. This explores the design, use and reuse of plastics in the transition toward a circular economy. BASF has been a member of the non- profit organization since 2017 and is working on various cooperative projects together with other members. In 2020, we were in continual contact with the Ellen MacArthur Foundation on topics such as our target on the use of recycled raw materials or the mass balance Core elements of the circular economy at BASF 00 approach. We support the responsible use of plastics and are a co-founder and active member of the Alliance to End Plastic Waste (AEPW) to help effectively reduce plastic pollution around the world. For more information on the ChemCyclingTM project, see page 73 New material cycles New business models The core elements of a circular economy include reusing resources, avoiding waste and optimizing product features with respect to the entire product life cycle. BASF's Circular Economy Program focuses on three action areas: increasing the use of recycled and renewable feedstocks, innovative material cycles and new business models for the circular economy, including digital and service-based models. For more information on recycled feedstocks, see page 118 For more information on the Alliance to End Plastic Waste, see page 138 For more information on the circular economy at BASF, see basf.com/circular-economy New feedstocks The circular economy model has gained importance in politics, industry and society in recent years. It describes the transition from a linear "take-make- dispose" model to a system of closed loops. We want to actively drive this transition forward and make our value chains, processes, products and business models more circular. By 2030, we want to double our sales of solutions for the circular economy to €17 billion. Sales of circular solutions include products based on renewable or recycled raw materials, that close new material cycles or increase products' resource efficiency or service life. In addition, we aim to process 250,000 metric tons of recycled and waste-based raw materials in our production plants annually from 2025, replacing fossil raw materials. 29 29 BASF Report 2020 BASF Report 2020 our customers, contributes to our reputation and to our company value. We regularly measure our brand and communication success. This gives us relevant and meaningful insights into how the BASF brand is perceived among target groups. This enables us to further refine the brand profile and develop strategies and measures to continually improve our brand status. We want BASF to be seen as a leading brand in the chemical industry. Our corporate purpose We create chemistry for a sustainable future - and our values (see page 31) together form the basis of BASF's brand value proposition. This is connectedness, which embodies one of BASF's core strengths: our Verbund concept. The BASF Verbund is what makes innovative solutions for a sustainable future possible. We want to communicate this world- wide and make it tangible. The claim "We create chemistry," as stated in the BASF logo, helps us embed our solution-oriented strategy and our expertise in the public perception. Wherever our stakeholders encounter our brand, we want to convince them that BASF stands for innovation and sustainability. This builds trust with The acquisitions and divestitures made in the past few years have oriented our portfolio toward innovation-driven growth areas. The acquisition of the integrated polyamide business from Solvay and the purchase of various businesses from Bayer further strengthened our position in engineering plastics and in the agricultural sector. We completed the divestiture of our construction chemicals business to Lone Star in 2020 as planned and aim to close the sale of our pigments business to DIC in the first half of 2021 (see page 50). The Asian market will play a key role in our future growth. With a share of [The BASF brand ] more than 40%, China is already the world's largest chemical market and drives the growth of global chemical production. We expect this share to increase to around 50% by 2030. Our strong innovation, production and sales base in China enables us to respond to the needs of our customers in a differentiated way. To further strengthen our position in this dynamic growth market, we plan to build an inte- grated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. Construction of the first plants started in 2020. We are also systematically expanding our battery materials business to serve the fast-growing e-mobility market. We steer our six segments along the value chain. This creates a high level of transparency around our business activities. Our operating divisions drive forward our industry and customer orientation with differentiated strategies. Our employees are key to BASF's success. That is why we believe that it is important to have a working environment that fosters employees' individual talents and enables them and their teams to perform at their best. We are pursuing three action areas to make our high-performance organization even more so: empowerment, differentiation and simplification. We are giving our employees more individual freedom. At the same time, we encourage and promote a leadership culture that empowers our employees to respond to customer needs quickly and efficiently with a solution orientation. We are simplifying our processes and continually refining our organi- zational structure. Significant parts of the functional services that were previously performed centrally by a total of around 20,000 employees have been integrated into our 11 operating divisions. This and greater entrepreneurial freedom enable our business units to take a differentiated, flexible approach to market requirements with tailored business models. The aim is to increase both customer satisfaction and the profitability of our business. We value diversity in people, opinions and experience as being crucial to creativity and innovation. We embrace bold ideas, help our employees to implement them and learn from setbacks. This is why we foster a feedback culture based on honesty, respect and mutual trust. businesses more efficiently, improve processes and create value added for our customers. We are already using artificial intelligence to collate data from various sources, for example to accelerate inno- vation processes, optimize our supply chains and logistics concepts, and to simulate product applications for our customers. The combi- nation of products, services and digital offerings also gives rise to new business models and advantages for our customers, such as in agriculture or 3D printing. We want to leverage this growth potential and seize the opportunities offered by digitalization to the benefit of our customers. To do so, we are making digital technologies and practices an even more integral part of our processes, extensively promoting digital skills among our employees, and cooperating with external partners on specific topics. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Our strategic action areas 1 To Our Shareholders [Circular economy] 30 4 5 Overviews ■ Our Responsible Care management About This Report 1 To Our Shareholders 2 Management's Report The BASF Group 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews neering, Advanced Materials & Systems Research and Bioscience Research - safeguard our innovative capacity and competitiveness. About This Report Five service units provide competitive services for the operating divi- sions and sites: Global Engineering Services; Global Digital Services; Global Procurement; European Site & Verbund Management; Global Business Services (finance; human resources; environmental pro- tection, health and safety; intellectual property; communications; procurement, supply chain and inhouse consulting services). Following the bundling of services and resources and the implemen- tation of a wide-ranging digitalization strategy, the number of employees in the Global Business Services unit worldwide will decline by up to 2,000 (from 8,000 currently) by the end of 2022. From 2023 onward, the division expects to achieve annual cost savings of over €200 million. The Corporate Center units support the Board of Executive Direc- tors in steering the company as a whole. These include central tasks from the following areas: strategy; finance; law, compliance and tax; environmental protection, health and safety; human resources; communications; investor relations and internal audit. The ongoing Excellence Program is expected to contribute €2 billion to EBITDA annually from the end of 2021 onward compared with baseline 2018, including from the reduction of around 6,000 positions worldwide until the end of 2021. This decrease results from the organizational simplification and from efficiency gains in administration, the service units and the operating divisions. In addition, central, functional and regional structures are being streamlined in connection with portfolio changes. For more information on the products and services offered by the segments, see from pages 72, 78, 83, 89, 94 and 100 onward For more information on the segment structure, see the Notes to the Consolidated Financial Statements from page 241 onward For more information on portfolio changes, see page 50 onward To increase reporting transparency, the figures for investments accounted for using the equity method were restated in the first quarter of 2020. Some investments are not an integral part of the BASF Group. These include, in particular, the shares in Wintershall Dea GmbH, Kassel/Hamburg, Germany, and Solenis UK Interna- tional Ltd., London, United Kingdom. Since the first quarter of 2020, these have been classified as purely financial investments and reported separately from the shareholdings that are integral to the main business activities of the BASF Group. One material equity- accounted interest that has been classified as integral is BASF-YPC Company Ltd., Nanjing, China. Income from non-integral companies accounted for using the equity method is no longer presented in the BASF Group's EBIT and EBIT before special items, but under net income from shareholdings. Due to its increased significance, this will be presented as a separate subtotal within income before income taxes and is no longer part of the financial result. Integral and non-integral investments accounted for using the equity method are also presented separately in the balance sheet. The statement of income for 2019 has been restated accordingly. On September 30, 2020, BASF completed the divestiture of its construction chemicals business to an affiliate of Lone Star, a global private equity firm, as agreed in December 2019. The purchase price on a cash and debt-free basis was €3.17 billion. The Con- struction Chemicals division was previously reported under the Surface Technologies segment. The divested construction chemi- cals business had around 7,500 employees and operated produc- tion sites and sales offices in more than 60 countries. It generated sales of around €2.6 billion in 2019. The disposal gain and the income after taxes of the construction chemicals business until closing are presented in the income after taxes of BASF Group as a separate item ("Income after taxes from discontinued operations"). For more information on this divestiture, see the Notes to the Consolidated Financial Statements from page 237 onward 1 The construction chemicals business was transferred in two steps, on September 30, 2020, and on November 30, 2020. BASF Report 2020 21 24 About This Report 1 To Our Shareholders 2 Management's Report The BASF Group 3 Corporate Governance Consolidated Financial Statements 30 28 20 BASF Report 2020 [At BASF, we are passionate about chemistry and our customers. We want to be the world's leading chemical company for our customers, grow profitably and create value for society. Thanks to our expertise, our innovative and entrepreneurial spirit, and the power of our Verbund integra- tion, we make a decisive contribution to changing the world for the better. This is our goal. This is what drives us and what we do best: We create chemistry for a sustainable future. The world is facing major challenges. Climate change is advancing, the world's population is growing and so is its need for food. More and more people live in cities and the demand for individual mobility is rising. At the same time, natural resources are limited. More than ever before, we need solutions that make sustainable growth possible. Chemistry plays a key role here. It can help to overcome global challenges in almost all areas of life. By combining our expertise with our customers' competence, we can together develop sustainable and profitable solutions. Our corporate purpose We create chemistry for a sustainable future Global trends provide opportunities for growth in the chemical industry Population growth: Driven by the emerging markets China the largest market: Share of global chemical market Circular economy: Non-recycled plastic waste worldwide Corporate Strategy +25% ~50% by 2030 ~200 million metric tons per year 456 Digitalization: Rapid growth in volume of data zettabytes in 2030 Climate change: Required reduction of global greenhouse gas emissions to achieve the 2°C goal 2020 to 2050 -70% Our Strategy 4 Consolidated Financial Statements ■ Product stewardship and training We make positive contributions because we ■ Offer products that improve people's quality of life ■ Provide attractive jobs, train young people and promote lifelong learning, health and diversity ■ Pay taxes and competitive wages and salaries ■ Help to solve challenges (for example, COVID-19) Potential negative impacts ■ The risk of our suppliers violating labor, environmental and social standards in the production of raw materials ■Lower demand for employees in some areas as a result of digitalization and efficiency gains We limit negative impacts through ■ Our sustainability-oriented supply chain management ■ Projects to improve sustainability in the supply chain 5 Overviews ■ Our compliance program and our Code of Conduct 1 IMPACT We achieve long-term business success by creating value for our shareholders, our company, the environment and society (see page 43). The outcomes category shows examples of positive contributions as well as negative impacts and the measures we take to mitigate them. BASF Report 2020 25 25 About This Report 1 To Our Shareholders 2 Management's Report Corporate Strategy 3 Corporate Governance ■ Our training programs for employees by 2050 (baseline 1990) Electromobility: UltrasimⓇ: Shorter development times thanks to virtual simulation Technical progress requires innovative materials. This is why engineering plastics are being used in more and more sectors and applications. They are often significantly lighter than conventional materials, are usually easier to process and offer advantages such as heat and impact resistance or mechanical strength. As a leading manufacturer, BASF not only offers a comprehensive portfolio of high-performance plastics, but also has extensive expertise in computer-aided engineering (CAE). Ultrasim, our virtual simulation tool, covers the entire process chain - from the selection of suitable materials and the develop- ment of virtual prototypes to the optimal production process for the component. Our customers find out quickly, precisely and reliably how our materials behave in specific applications. This reduces development times and saves costs for complex tests. For more information on Ultrasim, see basf.com/en/ultrasim 1 The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. BASF Report 2020 27 About This Report 1 To Our Shareholders 2 Management's Report Customer focus 3 Corporate Governance In Europe, the global surface treatments business in our Coatings division, which operates under the Chemetall brand, received the Airbus Supply Chain & Quality Improvement award in February for the sixth time. It acknowledges Chemetall's performance, strong continuous improvement and customer-oriented approach in line with Airbus' targets and expectations. 4 5 Overviews In Asia Pacific, we received an award from Godrej Interio, India's leading home and commercial furniture brand, in the category "Best Overall Performance" in July. BASF has supplied Godrej with Elastoflex and Ultramid products since 2008. The award particularly [Our strategic action areas ] recognizes delivery reliability and innovation. In September, this was followed by the CIIF New Materials Award, presented by the orga- nizers of the China International Industry Fair in Shanghai. The award recognizes BASF for its modification of the intermediate PolyTHF, which is used to produce elastic spandex textile fibers. The next generation offers our customers easier processing and products with improved stretch characteristics. also meet industry and customer-specific quality requirements such as IATF 16949 certification for the automotive industry. In Brazil, we received several awards in 2020. BASF's Coatings division markets a broad portfolio of decorative paints here under the Suvinil brand. The national association of construction material traders (Associação Nacional dos Comerciantes de Material de Construção) selected Suvinil as the most popular brand for wall, ceiling and exterior paints with the Anamaco award in the wholesale category. The award was based on a survey of more than 1,600 traders conducted by the industry association. The market research institute Instituto Melhores Empresas em Satisfação do Cliente (MESC) also confirmed that Suvinil customers are satisfied customers. According to a poll of over 250 companies and 41,000 customers conducted by the institute, Suvinil is one of the brands with the highest customer satisfaction ratings in the construction and decorative materials segment. Quality management Our customers' satisfaction is the basis for our success, which is why quality management is of vital significance for BASF. We strive to continually improve processes and products. This is also reflected in our Global Quality Policy. The majority of our production sites and business units are certified according to ISO 90011. In addition, we Innovation is the bedrock of our success. BASF is an innovation leader in the chemical industry, with around 10,000 employees in research and development and R&D spending of around €2.1 billion (see page 35). We continue to build on these strengths by bringing research and development closer together and making our custom- ers' demands a greater part of our innovation process. We involve them at an earlier stage and are expanding our partnerships with customers and external partners. Our balanced innovation pipeline lays the foundation for future growth: We are working intensively on pioneering product, process and business model innovations, for example in chemical recycling, battery technologies, the low-carbon production of basic chemicals and the digitalization of agriculture. At the same time, we are driving forward incremental product improve- ments in all business units that offer our customers sustainability and/or cost advantages, such as in lightweight construction for the automotive industry and energy-efficient building materials. A key driver here is sustainability. We want to create value for the environment, society and business with our products, solutions and technologies. We pledged our commitment to sustainability in 1994 and since then, have systematically aligned our actions with the principles of sustainability. We want to further cement our position as a thought leader in sustainability, which is why we are increasing the relevance of sustainability in our steering processes and busi- ness models (see page 42). This establishes us as a key partner supporting our customers, opens up new growth areas and secures the long-term success of our company. Our approach covers the entire value chain - from responsible procurement (see page 113) and safety and resource efficiency in production (see page 121) to sustainable solutions for our customers (see page 35). We have already almost halved our carbon emissions since 1990 while simul- taneously doubling sales product volumes. We want to achieve CO2-neutral growth until 2030 with our ambitious carbon manage- ment (see page 135). In addition, we have set ourselves the target of significantly increasing sales of products that make a substantial sustainability contribution in the value chain (Accelerator products) to €22 billion by 2025 (see page 45). A particular focus is the circular economy. For instance, we want to increase the use of recycled raw materials in production, close materials cycles with innovations and develop new, circular business models (see page 30). Our core business is the production and processing of chemicals. Our strength here lies - both now and in the future - in the Verbund and its integrated value chains. The Verbund offers us many techno- logical, market, production-related and digital advantages. Our comprehensive product portfolio, which ranges from basic chemicals to custom system solutions, enables us to meet the increasingly diverse needs of our customers with a differentiated offering. This is complemented by our global presence and our many decades of experience, which have allowed us to develop an in-depth under- standing of the needs and landscape of local markets. At the same time, value chains in integrated Verbund structures can be steered efficiently to conserve resources and optimize CO2. Thanks to our Verbund structures, we were able to avoid 6.2 million metric tons of CO2 globally in 2020 (see page 133). We want to invest around €22.9 billion worldwide between now and 2025 to expand capaci- ties based on market demand and to increase the availability, effi- ciency and flexibility of our plants. Our aim here is to be close to our customers and to grow with them. Digitalization is an integral part of our business. We want to signifi- cantly improve the availability and quality of our process data. To achieve this, we will digitalize processes at more than 420 plants worldwide by 2022. We will systematically analyze this data to further automate processes and in this way, increase efficiency, for example with predictive maintenance. In addition, combining internal and external data provides many new opportunities to manage our Consolidated Financial Statements - We again received awards from a number of satisfied customers in 2020. In North America, for example, BASF was recognized by General Motors (GM) in June as a 2019 Supplier of the Year for the fifteenth time since 2002. The award is presented to suppliers who exceed GM's expectations around quality, execution, innovation and total enterprise cost. GM also honored us with the Overdrive Award for our sustainable construction solutions. BASF products help GM to meet key sustainability targets such as a smaller carbon footprint and water and energy savings - at two of its plants. Customer awards Growing demand for battery materials until 2030 ~25% per year Sources: U.N., IEA, Conversio, UBS Foresight, BASF Our innovations, products and technologies help to use natural resources more efficiently, produce enough food for everyone, reduce emissions, enable climate-smart mobility, improve the capabilities of renewable energy, and make buildings more energy efficient, among other things. Our purpose reflects what we do and why we do it: We create chemistry for a sustainable future. - We want to continue to grow profitably and make a positive contri- bution to society and the environment. We see disruptive changes in the chemical industry – like the advance of digitalization, the devel- opment of circular economy models or the transformation to cli- mate-neutral production - as an opportunity. We have set ourselves ambitious targets along the entire value chain (see page 32). Our customers and their needs are at the core of our strategy. We want to maintain our leading position in an increasingly competitive environment. To achieve this, we are accelerating our innovation processes and deepening cooperation with our customers. We are systematically aligning our portfolio with growth areas and integrating sustainability into our value chains even more strongly. Our Verbund structure is the basis for efficient, safe and reliable production both now and in the future. We leverage digital technologies to continu- ously improve processes and customer relationships, for example. We create a working environment that best enables our employees to contribute to BASF's success.] For more information on our strategic action areas, see page 28 onward For more information on our strategy, see basf.com/strategy BASF Report 2020 26 About This Report 1 To Our Shareholders 2 Management's Report Customer focus 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Customer focus Our customers are our number one priority. BASF supplies products and services to around 90,000 customers¹ from various sectors in almost every country in the world (see page 23). Our customer portfolio ranges from major global customers and small and medium-sized enterprises to end consumers. Our comprehensive product portfolio means that we are active in many value chains and value creation networks. We use various business strategies, which we adapt to the needs of individual industries and markets. These range from cost leadership in basic chemicals to tailored, customer-specific system solutions. Innovations and tailored solutions in close partnership with our customers We want to be our customers' most attractive partner for all challenges that can be solved with chemistry. This is why we continue to drive forward our focus on customers and their needs. We are refining our organizational structure so that our operating divisions can flexibly address specific market requirements and differentiate themselves from the competition (see page 20). In addition, we are simplifying and digitalizing our processes to make the way we work more effective, more efficient and more agile. We are continuously increasing transparency for our customers and improving our customer service with a range of measures. For instance, we have used the Net Promoter SystemⓇ since 2019. We are constantly improving our problem-solving skills, product quality and delivery reliability based on customer feedback. In 2020, we also started the global rollout of Salesforce, a new, integrated IT- based customer relationship management system. The user-friendly application helps sales employees deliver even better customer support and simplifies their work. Above and beyond this, we want to intensify cooperation with our customers and leverage growth potential together with them. For instance, we have created interdisciplinary teams in our business units to even better and more quickly address the needs of our most important customers. Cooperation and innovation are also the focus at our Creation Centers in Ludwigshafen, Germany; Mumbai, India; Shanghai, China; and Yokohama, Japan. These creative centers bring together our comprehensive materials, design, and - in particular - our digital development expertise in high-performance plastics using the latest visualization and collaboration technologies. This enables us to transform our customers' ideas into tailored products and applications even more quickly - everything in one place, from initial inspiration to solution. Sites and Verbund BASF has companies in around 90 countries. We operate six Ver- bund sites and 241 additional production sites worldwide. Our Verbund site in Ludwigshafen, Germany, is the world's largest chemical complex owned by a single company that was developed as an integrated network. This was where the Verbund principle was originally established and continuously optimized. We then implemented it at additional sites. In 2020, we started construction of the first plants at the planned integrated Verbund site in Zhanjiang, China. ■ Sustainable water and energy management We also make use of the Verbund principle for more than produc- tion, applying it for technologies, the market and digitalization as well. Expert knowledge is pooled in our global research divisions. 1.2 MMT We use natural resources to manufacture products and solutions with high value added for our customers. Environment 55.0 million MWh Electricity and steam demand €2.9 billion Capex Safety, quality, and reliability are key to excellence in our production and plant operations. Operations R&D expenses €2.1 billion 42.8% Equity ratio R&D employees ~10,000 We develop innovative solutions for and with our customers to expand our leading position. We use a wide range of resources to implement our customer-focused strategy. INPUTS Innovation Total assets Renewable raw materials purchased 1,728 million m3 Total water usage Employees Everything we do is based People Portfolio Digitalization Operations Sustainability Innovation Strategy BUSINESS MODEL €80.3 billion Tier 1 suppliers Cooperations with research institutes >250 Trust-based relationships are crucial to our license to operate and our reputation Partnerships €10.6 billion Personnel expenses Employees around the world 110,302 on the expertise, knowledge, motivation and conduct of our employees. >70,000 the cost of capital. limit financial risks and optimize Our aim is to ensure solvency, - International trade agreements - Legal and political requirements (such as European Union regula- tions) Global economic environment BASF's global presence means that it operates in the context of local, regional and global developments and a wide range of condi- tions. These include: For more information on customers, see page 27 onward; for more information on suppliers, see page 113 onward We work with over 70,000 Tier 1 suppliers² from different sectors worldwide. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of ser- vices. Important raw materials (based on volume) include naphtha, liquid gas, natural gas, benzene and caustic soda. BASF supplies products and services to around 90,000 customers¹ from various sectors in almost every country in the world. Our customer portfolio ranges from major global customers and small and medium-sized enterprises to end consumers. ■ Around 90,000 customers; broad customer portfolio ■ More than 70,000 suppliers - Industry standards Business and competitive environment Construction | Electronics | Energy and resources | Health and nutrition <10% Agriculture | Consumer goods. 10%-20% Chemicals and plastics | Transportation >20% 39% Europe Direct customers 27% North America Our corporate purpose: Environmental agreements (such as the E.U. Emissions Trading System) BASF holds one of the top three market positions in around 70% of the business areas in which it is active. Our most important global competitors include Arkema, Bayer, Clariant, Corteva, Covestro, Dow, Dupont, DSM, Evonik, Huntsman, Lanxess, SABIC, Sinopec, Solvay, Sumitomo Chemical, Syngenta, Wanhua and many hundreds of local and regional competitors. We expect com- petitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. Financial The overview provides examples of how we create value for our shareholders, our company, the environment and society. It is modeled on the framework of the International Integrated Reporting Council (IIRC). 1 How We Create Value 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report How We Create Value • Social aspects (such as the U.N. Universal Declaration of Human Rights) 1 To Our Shareholders 23 23 BASF Report 2020 2 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. 1 The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. For more information, see the Notes to the Consolidated Financial Statements from page 233 onward As the publicly traded parent company of the BASF Group, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also one of the largest operating companies. The majority of Group companies cover a broad spectrum of our business. In the BASF Group Consolidated Financial Statements, 273 companies including BASF SE are fully consolidated. We consolidate nine joint operations on a proportional basis, and account for 25 companies using the equity method. Corporate legal structure About This Report The Verbund system is one of BASF's great strengths. We add value by using our resources efficiently. The Production Verbund intelligently links production units and their energy supply so that, for example, the waste heat of one plant provides energy to others. Furthermore, one facility's by-products can serve as feedstocks elsewhere. This not only saves us raw materials and energy, it also avoids emissions, lowers logistics costs and leverages synergies. We create chemistry for a sustainable future Our core values: ■ Accelerating the digital transformation of the industry ■ Strengthening our customers' competitiveness and innovative strength with products and technologies ■ Driving forward growth, progress and value creation We make positive contributions by + compliance standards Internal audits on our 61 Social Environmental Economic We want to increase our positive contributions, reduce negative impacts and carefully assess conflicting goals¹ OUTCOMES Together for Sustainability Suppliers screened through 678 Partnerships ■ Offering our investors an attractive dividend yield Potential negative impacts ■ Weaker contributions to growth and value creation due to reduced demand from our customer industries as a result of the coronavirus pandemic ■ Our Circular Economy Program ■ Our carbon management We limit negative impacts through ■ The potential misuse of our products ■ The consumption of raw materials and the creation of non-recyclable waste in our production ■ The emission of CO2 and other gases that damage the climate Negative impacts ■Improve the capabilities of renewable energy ■Reduce emissions and resource consumption Engagement index according to 2020 employee survey ■ Enable climate-smart mobility We make positive contributions by operating our plants efficiently and creating products that ■ Reducing the cost of capital ■ Systematic cost management ■ The acceleration of our Excellence Program ■ Active portfolio management ■ The disciplined implementation of our corporate strategy We limit negative impacts through ■ A weaker share performance on the capital market ■ Help to use natural resources more efficiently Cooling water recirculated avoided by the Verbund and combined heat and power generation Sales from Accelerator products 1 The content of the graphic on pages 24 and 25 been audited within the scope of the relevant sections of the Management's Report in which they appear. creative, open, responsible, entrepreneurial Effective corporate governance ensures responsible conduct along the value chain Differentiated business strategies from cost leadership to custom system solutions with around 250 production sites worldwide, including six Verbund sites Global, customer-focused presence Eleven divisions organized into six segments aligned with value chains, customer needs and market requirements thanks to integrated value chains and our Verbund system OUTPUTS Efficient production help to use resources more efficiently and overcome global challenges Innovative products and solutions Agricultural Solutions Nutrition & Care Industrial Solutions Surface Technologies Materials Chemicals Segments Comprehensive product portfolio with high synergies from basic chemicals to high value-added specialty products In focus: our customers ~90,000 customers from almost all sectors and countries We focus on material sustainability topics and evaluate the opportunities and risks of our actions. Operations EBIT before special items 82% Women in leadership positions Share of our waste recycled or thermally recovered 80.7% 6.2 MMT CO₂ €16.7 billion €3.6 billion Sales products Innovation New patents worldwide 43.4% ~45,000 ~950 Sales €59.1 billion Financial Employees Environment 24.3% Procurement and sales markets BASF sales by industry 2020 BASF Report 2020 Antwerp Florham Ludwigshafen Park Geismar Regional centers Selected sites Verbund sites "Planned Verbund site Selected research and development sites São Paulo 5 Overviews Kuantan Nanjing Hong Kong Zhanjiang 22 22 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Freeport 4 BASF sites The BASF Group €59,149 million For more information on the Verbund concept, see basf.com/en/verbund Asia Pacific 26% Consolidated Financial Statements BASF sales by region 2020 Location of customer South America, Africa, Middle East 8% Offsetting of derivative assets and liabilities as of December 31, 2019 Million € 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Million € Derivatives with negative fair values Gross amount 415 563 Offsetting of derivative assets and liabilities as of December 31, 2020 Derivatives with positive fair values AC Derivatives with positive fair values Potential net amount financial collateral -134 545 -18 -134 397 -18 About This Report global netting agreements Amount offset Due to Amounts that cannot be offset Offset amounts 424 452 Gross amount Derivatives with negative fair values Net amount 298 1,558 f Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. 4 4 Derivatives hedge accounting 644 33 677 FVTPL 677 677 Derivatives no hedge accounting 5,087 AC 5,087 5,087 Accounts payable, trade n/a 4 0 4 e Fair value was determined based on parameters for which there was no observable market data. d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 26.1 from page 291 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €467 million). Fair value level 1 is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. 16,109 33 28,308 BASF Report 2020 27,123 1,420 Total liabilities 1,558 AC -61 3,004 Other liabilities 28,569 202 -233 178 3,240 Liabilities from leases 1,420 1,420 300 BASF Report 2020 of which interest result -512 -724 93 4 4 68 -37 48 256 Total Financial liabilities measured at amortized cost of which interest result Financial assets at fair value through other comprehensive income of which interest result Financial instruments at fair value through profit or loss of which interest result AC Financial assets measured at amortized cost 3,240 Liabilities to credit institutions 14,276 14,276 Bonds 1,040 784 14,028 14,495 17,501 Total assets 2,229 AC 2,229 2,229 Cash and cash equivalents 198 198 FVTPL 15,461 Commercial paper 861 861 AC 861 3,240 15,461 -403 1 134 -57 103 -116 Potential net amount Relating to financial collateral BASF Report 2020 were included in current other liabilities, provided specific netting agreements with customers existed. As a result, trade accounts receivable were reduced by €616 million. The reduction in trade accounts payable was €45 million and the reduction in advance payments received on orders was €571 million. Accordingly, the net amount for trade accounts receivable was €9,466 million (gross amount before offsetting: €10,082 million). The net amount for trade accounts payable was €5,291 million (gross amount before offsetting: €5,336 million). The net amount for advance payments received on orders was €679 million (gross amount before offsetting: €1,250 million). In 2019, trade accounts receivable were only offset against the advance payments received on orders included in current other liabilities. Both balance sheet items were reduced by €647 million. Accordingly, the net amount for trade accounts receivable was €9,093 million (gross amount before offsetting: €9,740 million). The resulting net amount for advance payments received on orders was €537 million (gross amount before offsetting: €1,184 million). In addition to the offsetting of derivatives presented in the table above, trade accounts receivable in 2020 were offset against trade accounts payable and advance payments received on orders, which Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receivables and other liabilities at the end of 2020 and 2019 arose from derivatives not subject to any netting agreements as well as from embedded derivatives. These are therefore not included in the table above. The table "Offsetting of derivative assets and liabilities" shows the extent to which assets and liabilities were offset in the balance sheet, as well as potential effects from the offsetting of derivatives subject to a legally enforceable global netting agreement (primarily in the form of an ISDA agreement) or similar agreement. For positive fair values of combined interest rate and currency swaps, the respective counterparties provided cash collaterals in an amount comparable to the outstanding fair values. -163 354 -70 -163 382 -70 global netting agreements Net amount Amount offset Due to Amounts that cannot be offset Offset amounts 299 -326 About This Report 2 Management's Report 2 65 691 32 -282 Total Net gains and losses from financial instruments 2019 Million € of which interest result Financial liabilities measured at amortized cost of which interest result Financial assets at fair value through other comprehensive income of which interest result Financial instruments at fair value through profit or loss of which interest result Financial assets measured at amortized cost Net gains and losses from financial instruments 2020 Million € For more information, see page 227 of the Statement of Changes in Equity Gains and losses from the valuation of securities recognized in equity are shown in development of income and expense recognized in equity attributable to shareholders of BASF SE on page 223 The net gains and losses from financial instruments shown in the following table comprise the results of valuations, the amortization of discounts, the recognition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only gains and losses from instruments that are not designated as hedging instruments in accordance with IFRS 9. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 1 To Our Shareholders Relating to 44 - Miscellaneous liabilities Total 2020 2,483 1,149 5,087 404 969 10,092 2021 Derivative liabilities 1,252 146 334 1,821 2022 2,244 212 52 209 2,717 2023 89 1,239 payable, trade Liabilities to 1,701 1,749 215 70 91 2,125 8,133 1,035 80 605 credit institutions 9,853 3,842 5,291 644 2,022 29,196 Maturities of contractual cash flows from financial liabilities as of December 31, 2019 Million € Bonds and Accounts other liabilities to the capital market 17,397 132 221 139 5 Overviews Notes 26.4 Classes and categories of financial instruments For trade accounts receivable, other receivables and miscellaneous assets, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carrying amounts and fair values results primarily from changes in market interest rates. Carrying amounts and fair values of financial instruments as of December 31, 2020 Million € Shareholdingsa Receivables from finance leases Accounts receivable, trade Accounts receivable, trade Derivatives - no hedge accounting Derivatives hedge accounting Total carrying amount 4 Consolidated Financial Statements within scope Carrying of application amount of IFRS 7 with IFRS 9b Fair value Of which fair value level 1° Of which fair value level 2d Of which fair value level 3º 533 533 FVTPL 44 Valuation category in accordance 31 3 Corporate Governance 1 To Our Shareholders 1,630 2024 683 776 101 1,560 2025 and thereafter 9,541 888 101 2 Management's Report 493 Total 17,442 3,335 5,087 734 2,245 28,843 BASF Report 2020 296 About This Report 11,023 28 868 673 Crude oil, oil products and natural gas December 31, 2019 December 31, 2020 Exposure Value at risk Exposure Value at risk 56 5 87 3 Million € Precious metals 1 112 2 Agricultural commodities 37 37 0 163 0 88 The exposure corresponds to the net amount of all long and short positions of the respective commodity category. Exposure to commodity derivatives BASF performs value-at-risk analyses for all commodity derivatives and precious metal trading positions. Using the value-at-risk analysis enables continual quantification of market risk and forecasting of the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confi- dence interval of 95% and a holding period of one day. BASF uses the variance-covariance approach. -4 300 -4 of which payer swaps Combined interest rate and currency swaps of which fixed rate 4,183 -163 4,183 60 BASF uses value at risk in conjunction with other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. 4,183 4,183 60 Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw materials prices. These result primarily from raw materials (for example naphtha, benzene, natural gas, LPG condensate) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: - BASF uses commodity derivatives to hedge risks from the volatility of raw materials prices. These are primarily options on crude oil, oil products and natural gas. The Catalysts division enters into both short-term and long-term purchase contracts with precious metal and battery metal producers. It also buys precious metals on spot markets from various business partners. The price risk from metals purchased to be sold on to third parties, or for use in the production of catalysts and battery materials, is hedged using derivative instruments. This is mainly performed using forward contracts, which are settled by either entering into offsetting contracts or by delivering the precious metal. In the Agricultural Solutions division, the sales prices of products are sometimes pegged to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valuation of commodity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. -163 For more information on BASF's financial risks and risk management, see Opportunities and Risks from page 158 onward Default and credit risk Default and credit risks arise when customers and debtors do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of the counterparties and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of financial obligations stemming from contingent liabilities not to be recognized represents the maximum default risk for BASF. trade Derivative liabilities Miscellaneous liabilities Total 2,531 1,128 5,276 76 749 9,760 Accounts payable, 2,161 12 287 267 3,022 2,150 301 3 103 178 2,735 295 Liabilities to credit institutions Bonds and other liabilities to the capital market Total For more information on credit risks, see Note 18 from page 275 onward Liquidity risks BASF promptly recognizes any risks from cash flow fluctuations as part of liquidity planning. BASF has ready access to ample liquid funds from the ongoing commercial paper program and confirmed lines of credit from banks. BASF Report 2020 295 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 26.3 Maturity analysis The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presentation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. Derivatives are included using their net cash flows, provided they have negative fair values and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not taken into account. Maturities of contractual cash flows from financial liabilities as of December 31, 2020 Million € 2021 2022 2023 2024 2025 2026 and thereafter 44 300 n/a 94 1,290 Commercial paper 15,500 15,500 AC 14,189 14,189 Bonds 738 446 1,290 15,918 20,171 Total assets 4,185 AC 4,185 4,185 Cash and cash equivalents 145 145 FVTPL 16,357 145 AC Liabilities to credit institutions Derivatives hedge accounting 932 25 957 FVTPL 957 957 Derivatives no hedge accounting 5,291 AC 1,290 5,291 Accounts payable, trade 1,360 n/a 1,360 1,360 Liabilities from leases 3,735 AC 3,735 3,735 5,291 1 145 42 Other receivables and miscellaneous assets 132 0 132 n/a 132 132 386 1 387 4,889 FVTPL 387 44 44 FVTPL 44 44 9,422 AC 9,422 9,422 387 Cash equivalents 1,075 1,075 207 249 FVTPL 249 249 Securities 0 FVTOCI 0 0 AC Securities AC 8 8 Securities 133 133 FVTPL 133 133 Other receivables and miscellaneous assets 8 1 n/a 1 AC 1,186 4,192 Other receivables and miscellaneous assets 162 0 162 n/a 162 162 1,186 436 437 FVTPL 437 437 Derivatives - no hedge accounting Derivatives hedge accounting 338 338 FVTPL 338 338 1 Accounts receivable, trade Other receivables and miscellaneous assets 88 198 198 Cash equivalents 563 563 FVTPL 563 563 Securities 4 88 FVTOCI 4 Securities 11 AC 11 11 Securities 88 88 FVTPL 4 8,755 AC 8,755 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 297 BASF Report 2020 f Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. e Fair value was determined based on parameters for which there was no observable market data. d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 26.1 from page 291 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. 4 Consolidated Financial Statements a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €439 million). Fair value level 1 is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. 25 29,938 28,627 29,656 Total liabilities 1,804 AC 1,804 2,833 Other liabilities 16,433 5 Overviews Notes Carrying amounts and fair values of financial instruments as of December 31, 2019 8,755 Accounts receivable, trade 23 n/a 23 23 Receivables from finance leases 12 22 34 Of which fair value level 3º Of which fair value level 2d Of which fair value level 1° Fair value Valuation category in accordance with IFRS 9b FVTPL 501 501 Shareholdingsa of IFRS 7 of application Carrying amount Total carrying amount within scope Million € $།བུ་ Interest rate swaps n/a December 31, 2019 Sensitivity About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 26.2 Financial risks Market risks Foreign currency risks: Changes in exchange rates could lead to losses in the value of financial instruments and adverse changes in future cash flows from planned transactions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in various currencies are used to hedge foreign exchange risks from nonderivative financial instruments and planned transactions. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the derivative financial instruments that are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. The sensitivity analysis was conducted by simulating a 5% and 10% appreciation of the respective functional currency against the other currencies. A 5% appreciation of the respective functional currency would have reduced BASF's income before income taxes by €203 million as of December 31, 2020. A 10% appreciation of the respective functional currency would have resulted in a negative effect on BASF's income before income taxes in the amount of €390 million. A 5% appreciation of the respective functional currency resulted in an effect on BASF's income in the amount of -€187 mil- lion as of December 31, 2019 (-€356 million with a 10% apprecia- tion). The effect from the items designated under hedge accounting would have increased shareholders' equity before income taxes by €36 million applying a 5% increase to the functional currency and by €78 million applying a 10% increase to the functional currency as of December 31, 2020 (2019: increase of €19 million applying a 5% 293 increase to the functional currency and increase of €40 million applying a 10% increase to the functional currency). This only refers to transactions in U.S. dollars. Million € increase of one percentage point would have lowered income before income taxes by €6 million). Because no interest derivatives were designated to hedge accounting relationships as of Decem- ber 31, 2020, a change in interest rates would not have had an effect on shareholders' equity. If the relevant interest rates had changed by one half of a percentage point, the before-tax effect from items designated under hedge accounting would have been an immaterial increase in shareholders' equity as of December 31, 2019 (increase of €1 million applying a 1% change in interest rates). December 31, 2020 Exposure Sensitivity Exposure +5% +10% +5% USD 1,965 -101 Exposure and sensitivity by currency -190 BASF Report 2020 In cash flow hedges, future cash flows and the related income and expenses are hedged against the risk of changes in fair value. To this end, future underlying transactions and the corresponding hedging instruments are designated to a cash flow hedge accounting relationship for accounting purposes. The effective portion of the change in fair value of the hedging instrument, which often meets the definition of a derivative, and the cost of hedging are recognized directly in equity under other comprehensive income over the term of the hedge, taking deferred taxes into account. The ineffective portion is recognized immediately in the income statement. In the case of future transactions that lead to recognition of a nonfinancial asset or a nonfinancial liability, the cumulative fair value changes of the hedge in equity are generally charged against the cost of the hedged item on its initial recognition. For hedges based on financial assets, financial liabilities or future transactions, cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is aligned with the effective date of the future transaction. Financial assets at fair value through profit or loss include all financial assets whose cash flows are not solely payments of principal and interest in accordance with the cash flow condition established in IFRS 9. At BASF, derivatives, for example, are allocated to this measurement category. In general, BASF does not exercise the fair value option in IFRS 9, which permits the allocation of financial instruments not to be measured at fair value through profit or loss on the basis of the cash flow condition or the business model criterion to the above category under certain circumstances. Financial assets measured at amortized cost include all assets with contractual terms that give rise to cash flows on specific dates, provided that these cash flows are solely payments of principal and interest on the principal amount outstanding in accordance with the cash flow condition in IFRS 9, to the extent that the asset is held with the intention of collecting the expected contractual cash flows over its term. At BASF, this measurement category includes trade accounts receivable, as well as receiv- ables reported under other receivables and miscellaneous assets and certain securities. Initial measurement of these assets is generally at fair value, which usually corresponds to the transaction price at the time of acquisition. Subsequent measurement effects are recognized in income using the effective interest method. Impairments are recognized for expected credit losses in both initial and subsequent measurement, even before the occurrence of any default event. Counterparties are generally considered to default when they become insolvent, become a debtor in a creditor protection program or are in a finance-related legal dispute with BASF, or more than half of BASF's receivables portfolio with them is more than 90 days overdue. In these cases, individual impairments are recognized for the financial assets measured at amortized cost that are then considered to be credit impaired. In addition, an impairment must be recognized when the contractual conditions that form the basis for the receivable are changed through renegotiation in such a way that the present value of the future cash flows decreases. The extent of expected credit losses is determined based on the credit risk of a financial asset, as well as any changes to this credit risk: If the credit risk of a financial asset has increased significantly since initial recognition, expected credit losses are generally recognized over the lifetime of the asset. If, however, the credit risk has not increased significantly in this period, impair- ments are generally only recognized as 12-month expected credit losses. By contrast, under the simplified approach for determining expected credit losses permitted by IFRS 9, impair- ments for receivables such as lease receivables and trade accounts receivable always cover the lifetime expected credit losses of the receivable concerned. At BASF, the credit risk of a financial asset is assessed using both internal information and external rating information on the respec- tive counterparty. A significant increase in the counterparty's credit risk is assumed if its rating is lowered by a certain number of notches. The significance of the increase in the credit risk is not reviewed for trade accounts receivable or lease receivables. Furthermore, it is generally assumed that the credit risk for a counterparty with a high credit rating will not have increased significantly. Regional and, in certain circumstances, industry-specific factors and expectations are taken into account when assessing the extent of impairment as part of the calculation of expected credit losses and individual impairments. In addition, BASF uses internal and external ratings and the assessments of debt collection agencies and credit insurers, when available. Individual impair- ments are also based on experience relating to customer solvency and customer-specific risks. Factors such as credit insurance, which covers a portion of receivables measured at amortized cost, are likewise considered when calculating impairments. Bank guarantees and letters of credit are used to an immaterial extent. Expected credit losses and individual impairments are only calculated for those receivables that are not covered by insurance or other collateral. Impairments on receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. A decrease in impairment due, for example, to a reduction in the credit risk of a counterparty or an objective event occurring after the impairment is recorded in profit or loss. Reversals of impairments may not exceed amortized cost, less any expected future credit losses. 292 About This Report 1 To Our Shareholders When fair value hedge accounting is used, the asset or liability recognized is hedged against the risk of a change in fair value. The hedging instruments used, which often take the form of a derivative, are measured at fair value and changes in fair value are recognized in the statement of income. The carrying amounts of the assets or liabilities designated as the underlying transaction are also measured at fair value through the statement of income. 2 Management's Report 4 Consolidated Financial Statements 5 Overviews Notes Financial assets at fair value through other comprehensive income include all assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding, in accordance with the cash flow condition in IFRS 9. Furthermore, the assets in this measurement category may not just be held with the intention of collecting the expected contractual cash flows over their term, but also generating cash flows from their sale. At BASF, certain securities that are classified as debt instruments are allocated to this category. BASF does not exercise the option to subsequently measure equity instruments through other comprehensive income. Assets measured at fair value through other comprehensive income are initially measured at fair value, which usually corresponds to the nominal value of the securities allocated to this category at the time of acquisition. Subsequent measurement is likewise at fair value. Changes in the fair value are recognized in other comprehensive income and reclassified to the statement of income when the asset is disposed of. Impairments on financial assets measured at fair value through other comprehensive income are calculated in the same way as impairments on financial assets measured at amortized cost and recognized in profit or loss. The following measurement categories are used for financial liabilities: - Financial liabilities measured at amortized cost generally include all financial liabilities, provided these do not represent derivatives. They are generally measured at fair value at the time of initial recognition, which usually corresponds to the value of the consideration received. Subsequent measurement is recognized in profit or loss at amortized cost using the effective interest method. At BASF, for example, bonds and liabilities to banks reported under financial indebtedness are measured at amortized cost. - Financial liabilities at fair value through profit or loss contain derivative financial liabilities. These are likewise measured at the value of the consideration received as the fair value of the liability on the date of initial recognition. Fair value is also applied as a measurement basis for these liabilities in subsequent measure- ment. The option to subsequently measure non-derivative financial liabilities at fair value is not exercised. Derivative financial instruments can be embedded within other contracts, creating a hybrid financial instrument. If IFRS policies require separation, the embedded derivative is accounted for separately from its host contract and measured at fair value. If IFRS 9 does not provide for separation, the hybrid instrument is accounted for at fair value in its entirety. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of a trans- action entered into with the holder of the guarantee. Financial guar- antees issued by BASF are measured at fair value upon initial recog- nition. In subsequent periods, these financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation as of the reporting date. 3 Corporate Governance - 1,977 +10% -209 Securities 51 206 89 490 Financial 17,742 1,472 15,848 2,529 indebtedness BASF Report 2020 255 294 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes Nominal and fair values of interest rate swaps and combined interest rate and currency swaps Million € Nominal value December 31, 2020 December 31, 2019 Fair value Nominal value Fair value About This Report -111 156 75 Other 1,117 -66 -123 1,037 -56 -106 Million € Total 3,082 -167 -313 115 3,014 -315 Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. Interest rate risks: Interest rate risks arise from changes in prevailing market interest rates, which can lead to changes in the fair value of fixed-rate instruments and in interest payments for variable-rate instruments. Interest rate swaps and combined interest rate and currency derivatives are used in individual cases to hedge these risks. The derivatives are presented in Note 26.5. Interest rate risks are relevant to BASF's financing activities but are not of material significance for BASF's operating activities. The variable interest risk exposure, which also includes fixed rate bonds maturing in the following year, amounted to -€1,659 million as of December 31, 2020 (2019: -€1,414 million). An increase in all relevant interest rates by one half of a percentage point would have lowered income before income taxes by €5 million as of Decem- ber 31, 2020. An increase in all relevant interest rates by one percentage point would have lowered income before income taxes by €10 million as of the same date. An increase in all relevant interest rates by one half of a percentage point would have lowered income before income taxes by €3 million as of December 31, 2019 (an Carrying amount of nonderivative interest-bearing financial instruments December 31, 2020 December 31, 2019 Fixed interest rate Variable interest rate Fixed interest rate Variable interest rate Loans -167 The classification and measurement of financial assets is based on the one hand on the cash flow condition (the "solely payments of principle and interest" criterion), that is, the contractual cash flow characteristics of an individual financial asset. On the other hand, it also depends on the business model used for managing financial asset portfolios. Based on these two criteria, BASF uses the following measurement categories for financial assets: BASF Report 2020 of observable market parameters for identical or similar items changes. Obligations arising from purchase contracts 2019 Million € Bills of exchange 2 6 Dec. 31, Guarantees 447 2021 Warranties 79 65 2022 347 Dec. 31, 2020 8,003 Obligations arising from purchase contracts resulted primarily from long-term purchase obligations for raw materials. Firm purchase 26.1 Accounting policies obligations as of December 31, 2020, were as follows: About This Report Except for financial assets measured at fair value through profit or loss, IFRS 9 requires the recognition of impairments for expected credit losses, independent of the existence of any actual default events and individual impairments if evidence of a permanent need for impairment exists. If this evidence no longer exists, the impair- ment is reversed in the statement of income up to the carrying amount of the asset had the default event not occurred. Impairments are generally recognized in separate accounts. To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 25 Other financial obligations The figures listed below are stated at nominal value: Other financial obligations Million € Obligations arising from purchase contracts 26 Supplementary information on financial instruments Collateral granted on behalf of third-party liabilities 1 1 Initiated investment projects The decline in liabilities from initiated investment projects is mainly attributable to the completion of various large-scale projects in 2020. 4,165 Financial instruments Financial assets and financial liabilities are recognized in the consolidated balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when BASF no longer has a contractual right to the cash flows from the financial asset or when the financial asset is transferred together with all material risks and rewards of ownership and BASF does not have control of the financial asset after it has been transferred. For example, receivables are derecognized when they are definitively found to be uncollectible. Financial liabilities are derecognized when the contractual obligations expire, are discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metal trading, the trade date is used. The fair value of a financial instrument is the price that would be re- ceived to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If pricing on an active market is available, for example in the form of exchange prices, these are used as the basis for the measurement. Otherwise, the measurement is based on either internal measure- ment models using current market parameters or external measure- ments, for example, from banks. These internal measurements rely predominantly on the net present value method and option pricing models. These models incorporate, for example, expected future cash flows as well as discount factors adjusted for term and, poten- tially, risk. Depending on the availability of market parameters, BASF assigns financial instruments' market values one of the three levels of the fair value hierarchy pursuant to IFRS 13. Reassignment to a different level during a fiscal year is only carried out if the availability BASF Report 2020 291 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements Notes 2023 BASF SE provides a guarantee to Abu Dhabi National Oil Corpora- tion covering all obligations of Wintershall Dea Middle East GmbH related to the Ghasha concession in the United Arab Emirates. Furthermore, BASF SE assumed guarantees to the Danish Energy Agency covering all obligations of Wintershall Dea Interna- tional GmbH and Wintershall Noordzee B.V. related to licenses for exploration and production of hydrocarbons in the Danish concession area. In addition, BASF SE provides guarantees for restoration obligations of Wintershall Dea Norge AS related to various oil and gas facilities acquired from Equinor. The guarantees do not stipulate a maximum amount. The risk of a claim being exercised against the guarantees is classified as low. 80 5 Overviews 23,489 75 4,331 3,921 2024 5,347 3,419 1,317 of which purchase commitments 1,052 2025 1,093 for the purchase of intangible assets Payment and loan commitments and other financial obligations 15 25 2026 and maturities beyond this year Total 1,238 17.48 2019 2020 € 27.95 Dividend yield % 5.10 5.10 Strive! Risk-free interest rate -0.67 -0.70 % BOP program of the year Participants receive four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price on the option grant date (absolute threshold). The value of right A is the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. If the cumulative percentage performance of BASF shares exceeds the percentage performance of the MSCI World Chemicals Index SM (MSCI Chemi- cals), right B may be exercised (relative threshold). The value of right B is the base price of the option multiplied by twice the per- centage by which the BASF share outperforms the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of exercise less the calculated nominal value of the BASF share. From the 2013 BOP program onward, right B may only be exercised if the price of the BASF share equals at least the base price. The options granted as of July 1, 2020 may be exercised between July 1, 2022, and June 30, 2028, following a two-year vesting period. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the thresholds must be exceeded. If the other threshold is not exceeded and the option is exercised, the other option right lapses. A partici- pant's maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 BOP program. Option rights are nontransferable and are forfeited if the option holders no longer work for the BASF Group or have sold part of their individual investment before the expiry of the two-year vest- ing period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orienta- tion of the program is significantly strengthened compared with the conditions applying to the other participants. Members of the Board of Executive Directors are required to participate in the BOP pro- gram with at least 10% of their actual annual variable compensation. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members As a result of a resolution by the Board of Executive Directors in 2002 to settle option rights in cash, all outstanding option rights under the 2013 to 2020 programs were valued at fair value as of December 31, 2020. A proportionate provision is recognized for programs in the vesting period. The LTI provision for BOP increased from €90 million as of December 31, 2019 to €115 million as of December 31, 2020, due to higher fair values of the outstanding option rights. No utilization of provisions was recognized in 2019 or 2020. The expense from the addition of provisions totaled €25 mil- lion in 2020 and €34 million in 2019. Of this amount, €1 million was attributable to the disposal group for the discontinued pigments business in 2020 and €1 million for the discontinued construction chemicals business in 2019. Weighted target achievement Base price Dividend 55.04 % € 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes of the Board of Executive Directors may only exercise their option rights four years after they have been granted at the earliest (vesting period). The 2013 to 2019 programs are similar in structure to the 2020 BOP program. The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model. Fair value of options and parameters used as of December 31, 2020 Fair value The exercisable options had no intrinsic value as of Decem- ber 31, 2020 or as of December 31, 2019. 28.22 767,308 % Fair value of PSUs and parameters used as of December 31, 2020 Like BOP, a personal investment in BASF shares is a prerequisite for participation in Strive!. Participants are required to own BASF shares amounting to a predetermined percentage of their base salary for the duration of the performance period. A set-up phase applies to first-time participants. During this period, they are required to hold a percentage of shares as their predetermined personal investment. The set-up phase for 2020 ends on December 31, 2023. Achievement of each strategic target is calculated for each year of the four-year performance period. Upon conclusion of the perfor- mance period, the average degree of target achievement for each strategic goal is equal to the arithmetic mean of the degrees of target achievement for the four years. The total target achievement for Strive!2020 is determined by adding the target achievement degree for the three strategic targets after having multiplied each by the corresponding weighting factor. To calculate the final number of PSUs, this weighted target achievement is multiplied by the preliminary number of PSUs. The payment amount upon conclusion of the four-year performance period is calculated by multiplying the final number of PSUs by the average BASF share price for the fourth quarter of the last year of the performance period, plus the accu- mulated dividend payments in the four fiscal years. The payment occurs in May of the following year and is capped at 200% of the target amount. The payment amount therefore not only reflects achievement of the strategic targets, but performance of BASF's dividend and share price as well (total shareholder return). ultimately paid out at the end of the performance period depends on the achievement of the three strategic targets: growth (volume growth compared with global chemical production), profitability (increase in EBITDA before special items) and sustainability (CO2 emissions). Notes 5 Overviews Number of PSUs granted Number of PSUs vested 4 Consolidated Financial Statements 2 Management's Report To Our Shareholders 1 About This Report % 308 3 Corporate Governance 2019 Strive! program of the year 2020 17.87 18.71 % 79.66 80.05 Volatility BASF share Volatility MSCI Chemicals. Correlation BASF share price - MSCI Chemicals The stated fair values and the valuation parameters relate to the 2020 and 2019 BOP programs. The fair value calculation was based on the assumption that options will be exercised in a manner dependent on their potential gains. For the programs from preceding years, corresponding fair values and valuation parameters were determined/used. Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. The number of options granted amounted to 1,693,748 in 2020 (2019: 2,099,028). In 2020, a new LTI program – known as Strive! - was established in the form of a performance share plan for senior executives and members of the Board of Executive Directors. The new LTI plan is based on achievement of strategic targets and takes into account BASF's share price and dividend performance (total shareholder return) over a four-year period. Participation in Strive! is voluntary and is linked to a share ownership obligation. Approximately 700 people were eligible to participate in Strive! in 2020. In contrast to the BOP program, Strive! offers rolling eligibility, without a dead- line for participation. Members of the Board of Executive Directors as well as about 90% of eligible senior executives participated. A Strive! plan includes a four-year performance period with a fixed disbursement date. A target amount is determined at the beginning of a new Strive! plan for every participant. This target amount is converted into a preliminary number of virtual performance share units (PSUs) by dividing it by the average BASF share price in the fourth quarter of the previous year. The number of PSUs that are BASF Report 2020 191,827 29.32 92.50 1,545 64.72 Fair value of options and performance share units granted to the Board of Executive Directors in the fiscal year as of grant datea 13.3 9.7 2019 2020 Non-performance-related and performance-related cash compensation of the Board of Executive Directors 12.1 Million € 30 Compensation of the Board of Executive Directors and Supervisory Board Personnel expenses for BASF's "plus" incentive share program totaled €28 million in 2020 and €33 million in 2019. The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital reserves over the term of the program. Notes 5 Overviews 4 Consolidated Financial Statements Compensation of the Board of Executive Directors and Supervisory Board 3.2 Total compensation of the Board of Executive Directors Service costs for members of the Board of Executive Directors 21.8 Market valuation of the option rights of active and former members of the Board of Executive Directors resulted in an expense totaling The members of the Board of Executive Directors were granted 166,272 option rights under the previous long-term incentive (LTI) program for the last time in 2020. The STI performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. Subject to certain conditions, ROCE is adjusted for special items from acquisitions and divesti- tures. The ROCE for 2020 is lower than the threshold according to the bonus curve. In this case, the compensation system stipulates that the ROCE factor be determined by a special resolution of the Supervisory Board. The Supervisory Board has determined an ROCE factor of 0.3. 198.2 209.0 11.5 12.5 3.3 2.9 a The Board of Executive Directors was granted the new LTI performance share plan for the first time in 2020. Total compensation of former members of the Board of Executive Directors and their surviving dependents Pension provisions for former members of the Board of Executive Directors and their surviving dependents Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board Compensation of the Supervisory Board 3.7 3.7 16.5 3 Corporate Governance € 2 Management's Report About This Report Bonus shares issued As of January 1 Newly acquired entitlements Shares Number of free shares to be granted The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for a Group company or one year after retirement. The number of free shares to be granted has developed as follows: Employees who participate in BASF's "plus" incentive share program and acquire shares in BASF as a personal investment from their variable compensation. For every 10 BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and 10 years of holding these shares. As a rule, the first and second block of 10 shares entitles the participant to receive one BASF share at no extra cost in each of the next 10 years. Lapsed entitlements The "plus" incentive share program was introduced in 1999 and is currently available to employees in Germany, other European countries and Mexico. Simultaneous participation in both the "plus" program and an LTI program is not permitted. The same plan conditions generally apply to members of the Board of Executive Directors. Unlike for senior executives, share ownership obligation is not voluntary for the Board of Executive Directors and is outlined in their service contracts. The resulting LTI provision for Strive! totaled €11 million as of December 31, 2020. As Strive! was offered for the first time in 2020, it represents an addition to provisions. No provisions were allocated to the disposal group. The number of PSUs granted amounted to 767,308 in 2020. PSUs vested by the deadline totaled 191,827 and were recognized at fair value in the amount of €55.04 in 2020. Fair value is determined using the BASF share price of €64.72 on the balance sheet date and the dividend payment of €3.30 in 2020, plus expected dividend payments during the term of the program. The weighted target achievement degree of 92.50 % in 2020 is also taken into account. A fluctuation rate of 4% is assumed in the fair value calculation. Fair value / PSU 3.30 € BASF "Plus" Incentive Share Program As of December 31 2020 2019 309 BASF Report 2020 The free shares to be provided by the company are measured at the fair value on the grant date. Fair value is determined on the basis of the BASF share price, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €45.30 for the 2020 program, and €68.21 for the 2019 program. 3,025,462 3,251,576 -133,466 For more information on the compensation of members of the Board of Executive Directors, see the Compensation Report from page 183 onward For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 180 onward BASF Report 2020 310 About This Report -226,521 2,927,843 758,255 -527,170 -490,050 3,025,462 942,685 1 To Our Shareholders Pension expenses 307 Participation in BOP is voluntary. In order to take part in the program, a participant must make a personal investment: Participants are required to hold BASF shares representing between 10% and 30% of their respective variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the volume-weighted average market price of BASF shares on the first trading day after the Annual Shareholders' Meeting, which was €51.26 on June 19, 2020. 52b 146b -524 -2,633 736 554 Personnel expenses 10,576 10,924 306 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 18,392 Notes 541 -140 284 -94 1 -455 -57 889 Other financing-related liabilities 1,478 1,391d 452 7 -107 -399° 134 526 1 2 122 Financial and similar liabilities Number of employees As of December 31, 2020, a total of 1,137 employees (2019: 96 employees) worked at joint operations. The rise was mainly due to additions related to the aforementioned acquisition of Solvay's polyamide business. in Other effects Currency from lease effects contracts Changes Additions Acquisitions/ divestitures/ changes in the scope of consolidation financing activities cash flows from Cash effective in For more information on the statement of cash flows, see the Management's Report from page 65 onward For more information on receivables and miscellaneous assets, see Note 18 from page 275 onward For more information on liabilities, see Note 21 from page 279 onward Assets/liabilities from hedging transactions form part of the balance sheet items derivatives with positive and negative fair values respectively and include only those transactions which hedge risks arising from financial indebtedness and financing-related liabilities secured by micro hedges. Other financing-related liabilities primarily comprise liabilities from accounts used for cash pooling with BASF companies not included in the Consolidated Financial Statements. They are reported in miscellaneous liabilities within the balance sheet item other liabilities that qualify as financial instruments. Loan liabilities do not contain any interest components. The reconciliation according to IAS 7 breaks down the changes in financial and similar liabilities and their hedging transactions into cash-effective and non-cash-effective changes. The cash-effective changes presented above correspond to the figures in cash flows from financing activities. As in the previous year, cash and cash equivalents were not subject to any utilization restrictions. Dec. 31, 2019a fair value As of December 31, 2020, the number of employees decreased to 110,302 employees compared with 117,628 employees as of December 31, 2019. The decrease was due primarily to the sale of the construction chemicals business, which affected around 7,500 employees. An offsetting factor was the acquisition of Solvay's polyamide business due to which the BASF Group's number of employees rose by around 1,200 people - including the employees of the Butachimie SNC and Alsachimie S.A.S. joint operations, both in Chalampé, France - which were counted on a pro rata basis. Financial indebtedness Lease liabilities In 2020, members of the Board of Executive Directors were granted 151,247 performance share units for the first time in connection with the new LTI performance share plan, which led to an expense of €2.9 million in 2020. The development of the number of employees was distributed over the regions as follows: Number of employees as of December 31 Europe of which Germany North America 2019 2020 68,849 72,153 51,961 54,028 16,948 19,355 Asia Pacific 17,753 21,351 Loan liabilities 22,915 -2,967 -1,226 Moody's Ratings as of December 31, 2019 Fitch negative A-1 A Standard & Poor's stable P-2 A3 Moody's F1 A Outlook Current financial indebtedness Noncurrent financial indebtedness Ratings as of December 31, 2020 Standard & Poor's BASF prefers to access external financing on the capital markets. A commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize our debt capital financing conditions. Noncurrent financial indebtedness A2 1,424 Social security contributions and assistance expenses 8,825 8,416 Wages and salaries 2019 2020 Million € BASF Report 2020 BASF currently has the following ratings, which were most recently confirmed by Fitch on February 12, 2021, Moody's on Febru- ary 12, 2021 and by Standard & Poor's on December 8, 2020. For more information on BASF's financing policy, see the Management's Report from page 64 onward BASF strives to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. stable A-1 A stable P-1 Current financial indebtedness The equity of the BASF Group as reported in the balance sheet amounted to €34,398 million as of December 31, 2020 (Decem- ber 31, 2019: €42,350 million); the equity ratio was 42.8% on December 31, 2020 (December 31, 2019: 48.7%). Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to the capital market and a solid A rating. The capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the company's financing policy are to ensure solvency, limit financial risks and optimize the cost of capital. 261 1,350 452 156 -1,226 -3,342 22,980 Total -49 261 -375 65 Assets/liabilities from hedging transactions 20,680 1,350 452 156 20,631 a Balances as of December 31, 2019 and 2018 also include contributions reclassified to the disposal groups and therefore deviate from balance sheet values. b In accordance with IAS 8, other effects were reclassified retroactively to currency effects in the amount of €105 million. C Lease payments totaled €441 million in 2019. The principal component in the amount of €399 million is presented in cash flows from financing activities. BASF reports interest payments in cash flows from operating activities; this amounted to €42 million. Capital structure management Personnel expenses The BASF Group's expenses for wages and salaries, social security contributions and pensions and assistance in 2020 totaled €10,576 million (2019: €10,924 million). This amount included proportional personnel expenses for 2020 from the disposal group for the construction chemicals business in the amount of €291 mil- lion. In 2019, personnel expenses from the disposal groups for the construction chemicals business and proportionally for the oil and gas business totaled €557 million. The decrease in personnel expenses was primarily due to lower bonus provisions and the lower average number of employees which resulted, in particular, from the divestiture of the construction chemicals business. A higher wage and salary level as well as higher pension expenses because of increased service costs had an offsetting effect. Personnel expenses 28 Personnel expenses and employees Outlook stable Notes Non-cash-effective changes 5 Overviews 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 305 BASF Report 2020 d This included the effect from the initial application of IFRS 16 in the amount of €1,400 million. 4 Consolidated Financial Statements BASF Report 2020 Dec. 31, 2018a a Balances as of December 31, 2020 and 2019 also include contributions reclassified to the disposal groups and therefore deviate from balance sheet values. b Lease payments totaled €453 million in 2020. The principal component in the amount of €415 million is presented in cash flows from financing activities. BASF reports interest payments in cash flows from operating activities; this amounted to €38 million. c That includes mainly disposals from lease contracts. 2020 Million € Statement of cash flows Cash flows from operating activities contained the following payments: Statement of cash flows 27 Statement of cash flows and capital structure management In connection with its catalyst production, BASF is exposed to commodity price risks associated with holding physical precious metal items. These production-related precious metal inventories are hedged with forward contracts in accordance with a defined hedging strategy. In 2020, a portion of these precious metal inventories was designated for the first time to a fair value hedge accounting relationship with forward contracts on the precious metals. Changes in the forward rate were considered costs of hedging, and €2 million was recognized in other comprehensive income and reclassified successively to profit or loss, being a time-period-related hedge. All hedging instruments expired in 2020. The hedged precious metals were sold. Cash flows in connection with the hedging instruments were recognized in profit or loss in 2020. All hedging relationships were fully effective. The occurrence of all forecasted transactions was considered to be highly probable at all times during fiscal years 2019 and 2020. Amounts accumulated in the cash flow hedge reserve for commodity price risks are derecognized against the carrying amount of acquired assets once the hedged transaction occurs. Thus, there is no immediate reclassification of the amounts recognized in the cash flow hedge reserve to profit or loss in these cases. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 18,634 South America, Africa, Middle East 6,752 7,486 2019 BASF Group Income taxes -1,280 315 244 -655 -487 interest paid 175 146 of which interest received -480 -341 Interest payments -1,288 -868 income tax payments 8 273 of which income tax refunds -595 Dividends received 110,302 of which apprentices and trainees South America, Africa, Middle East BASF Group 7,326 7,607 115,973 119,200 of which apprentices and trainees temporary staff 2,821 2,811 2,518 2,922 Employees from joint operations are included in the average number of employees relative to BASF's share in the company. On average, these had a total of 1,055 employees (2019: 206 employees). The BASF Group's average number of employees for 2020 included 5,400 employees from the disposal group for the construction chemicals business (2019: 6,801 employees). Share price-based compensation programs The BASF Group offered its share price-based compensation program (the long-term incentive (LTI) program) known as BOP (BASF Option Program), which started in 1999, for the last time in 2020. Effective retroactively as of January 1, 2020, a new LTI program known as Strive! - was also introduced in the form of a performance share plan. Generally, members of the Board of Executive Directors and all senior executives are entitled to participate in the LTI programs. BASF Option Program (BOP) This program grants virtual option rights. When exercised, the option rights are settled in cash. In accordance with the program's deadline requirement, approximately 1,100 people, in particular members of the Board of Executive Directors and senior executives, were eligible to participate in the BOP program as of April 1, 2020. Around 90% of those eligible participated. 18,843 117,628 18,719 19,624 3,120 3,161 temporary staff 2,128 2,606 The average number of employees was distributed over the regions 29 Share price-based compensation programs as follows: and BASF incentive share program Average number of employees Europe of which Germany North America 2020 2019 71,329 73,126 53,080 54,722 18,599 Asia Pacific In 2020, BASF SE transferred securities in the amount of €401 mil- lion (2019: €300 million) to BASF Pensionstreuhand e.V., Lud- wigshafen am Rhein, Germany. This transfer was not cash effective and therefore had no effect on the statement of cash flows. Cash flows from investing activities included €1,240 million in payments made for acquisitions for the polyamide business acquired from Solvay (2019: €239 million for various transactions). In 2020, payments received for divestitures arose in the amount of €2,520 million due to the sale of the construction chemicals business. These included tax payments in the amount of €150 mil- lion that were directly associated with the transaction. In 2019, payments received for divestitures recognized in the amount of €2,600 million were mainly due to the merger of the oil and gas businesses of Wintershall and DEA. The effects of the deconsolida- tion of the Wintershall companies and the simultaneous recognition 1,209 20,680 Financial and similar liabilities -3 -19 -36 284 Other financing-related liabilities 1,369 -74° 519 -85 -54 -415b 1,478 559 1 -90 -3 -875 -73 -43 228 2. 21,327 -365 -73 519 -875 -90 1,580 20,631 Total -365 371 -49 Assets/liabilities from hedging transactions 21,370 519 -10 45 526 Financial indebtedness Million € Reconciliation according to IAS 7 for 2020 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 304 BASF Report 2020 Cash and cash equivalents in the amount of €4,335 million reported in the statement of cash flows as of December 31, 2020, consisted of the balance sheet value (€4,330 million) and the value reclassified to the pigments business disposal group (€5 million). Cash and cash equivalents in the amount of €2,455 million reported in the statement of cash flows as of December 31, 2019, consisted of the balance sheet value (€2,427 million) and the values reclassified to the dis- posal groups for the construction chemicals business (€21 million) and the pigments business (€7 million). At the beginning of the 2019 reporting period, the cash and cash equivalents of the oil and gas business (€219 million) were reclassified to the disposal group. For more information on the contribution of discontinued operations on BASF's statement of cash flows, see Note 3 from page 235 onward Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. Payments made for property, plant and equipment and intangible assets amounted to €3,129 million, €695 million lower than in the previous year. For more information on acquisitions and divestitures, see Note 3 from page 235 onward of the equity-accounted interest in Wintershall Dea GmbH offset each other. The only effect on cash was the outflow of cash and cash equivalents in the amount of €800 million, as well as the repayment of BASF SE's open finance-related receivables against the Wintershall Dea group and capital decreases at Wintershall Dea GmbH, Kassel/Hamburg, Germany, in the total amount of €3.2 billion. In connection with the transfer of the paper and water chemicals business to the Solenis group in the first quarter of 2019, the majority of the purchase price was settled with the contribution of the interest in Solenis UK International Limited, London, United Kingdom (€590 million). The rest of the purchase price (€178 million) was recognized in cash. Loan liabilities Lease liabilities Dec. 31, 2019a Acquisitions/ divestitures/ changes in the 3 -789 -7 1,615 18,392 fair value in Other effects Reconciliation according to IAS 7 for 2019 Million € Currency from lease effects contracts activities financing Changes Additions Cash effective in cash flows from 19,214 Dec. 31, 2020a Non-cash-effective changes scope of consolidation €1.1 million in 2020. In 2019, option rights led to an expense in the amount of €3.0 million. Income statement item 303 5 -48 94 Other financial income 90 102 n/a Commodity price risks 7 0 Other receivables and miscellaneous assets/ 65 5 9 n/a 5 5 n/a other liabilities Total 132 920 0 Other receivables and miscellaneous assets 90 Foreign currency risks 35 Other receivables and miscellaneous assets 1,142 27 114 -77 Other operating in- come/income from discontin- ued operations 27 27 n/a Interest in- Interest risks Other liabilities -3 4 0 0 n/a come Combined interest/ foreign currency risks Ineffective- ness amount 2,127 72 Hedging instrument Hedged transaction Ineffective- Income ness amount statement item 10 7 0 Other operating 10 10 n/a income Interest Interest risks Other liabilities 300 4 n/a income Combined interest/ Income statement item for recognition of reclassifi- cation 37 reclassified to profit or loss for realized hedging transactions 733 About This Report 122 134 Cash flow hedge accounting effects in 2019 Million € Carrying amount of hedging instruments Cash flow hedge reserve Change in fair values for assessing ineffectiveness Recognized ineffectiveness Foreign currency risks 18 Accumulated amounts for Financial assets Financial liabilities Nominal Balance sheet item value continuing hedging relationships Hedging effects recognized in other comprehensive income Other receivables and miscellaneous assets Amounts 138 Hedged transaction cation December 31, 2020 December 31, 2019 10 26 35 22 45 48 35 18 -4 -4 -163 60 90 138 -163 56 -321 7 -439 Furthermore, cash flow hedge accounting continued to be employed to a minor extent for procuring natural gas, which is likewise exposed -186 BASF is exposed to commodity price risks in the context of procuring naphtha. Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. The main contractual elements of these items are aligned with the characteristics of the hedged item. Cash flow hedge accounting was employed for a portion of these hedging relationships in 2020 and 2019. The average exercise price of the designated options was $454.45 per metric ton as of December 31, 2020 (Decem- ber 31, 2019: $529.53 per metric ton). Cash flows from designated hedging instruments and hedged transactions occur in the following year and are also recognized in profit or loss for that year. The fair values of derivative financial instruments are calculated using valuation models that use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. 1 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes 26.5 Derivative financial instruments and hedge accounting The use of derivative financial instruments BASF is exposed to foreign currency, interest rate and commodity price risks during the normal course of business. These risks are hedged using derivative instruments as necessary in accordance with a centrally determined strategy. Hedging is employed for existing underlying transactions from the product business, cash investments and financing as well as for planned sales, raw material purchases and capital measures. Furthermore, hedging is also used for cash flows from acquisitions and divestitures. The risks from the hedged items and the derivatives are continually monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperformance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. Fair value of derivative instruments Million € Foreign currency forward contracts Foreign currency options Foreign currency derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest rate swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Combined interest rate and currency swaps of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest derivatives Commodity derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Derivative financial instruments To ensure efficient risk management, risk positions are centralized at Hedge accounting BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. In addition to the derivative instruments presented in the following table, BASF also has derivatives that are embedded in other financial instruments. This primarily relates to options embedded in a loan on the borrower's equity instruments. The fair value of these derivatives was €33 million as of December 31, 2020. Hedging instrument 6 to commodity price risks. Commodity price-based options serve as hedging instruments, for which contract terms are defined to reflect the risks of the hedged item. Depending on where trading took place, the average exercise price of the designated options was €13.35 per MWh or $2.7410 per mmBtu as of December 31, 2020. The average exercise price of the designated options was $2.4539 per mmBtu as of December 31, 2019. Cash flows from the hedging transaction and hedged item are generally recognized in profit or loss for the following year. Notes Cash flow hedge accounting effects in 2020 Million € Carrying amount of hedging instruments Cash flow hedge reserve Change in fair values for assessing ineffectiveness Recognized ineffectiveness Accumulated amounts for continuing Hedging effects recognized in other Financial assets Financial liabilities Nominal Balance sheet item value hedging relationships comprehensive income Amounts reclassified to profit or loss for realized hedging transactions Income statement item for recognition of reclassifi- 5 Overviews -82 4 Consolidated Financial Statements 2 Management's Report The change in the options' time value is recognized separately in equity as costs of transaction-related hedging and, in the year during which the hedged items mature, it is initially derecognized against the carrying amount of the procured assets and recognized in profit or loss when the assets are consumed. In 2020, a decrease in fair value of €17 million was recognized in equity attributable to BASF Report 2020 301 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Notes shareholders of BASF SE, and €13 million was initially derecognized against the carrying amount of the inventories procured and then recognized for their use in profit or loss. In 2019, a decrease in fair value of €3 million was recognized in equity attributable to shareholders of BASF SE, and €2 million was derecognized against the carrying amount of the assets. BASF's planned soybean procurement is also exposed to commodity price risks. These commodity price risks are hedged with soybean futures. The contractual conditions for these hedging transactions correspond to the respective hedged item, and some are designated as cash flow hedge accounting relationships. The average price hedged using these instruments was $12.5175 per bushel as of December 31, 2020 (December 31, 2019: $9.4559 per bushel). Cash flows from these futures and the hedged expected future transactions are generally recognized in profit or loss for the following year. BASF is exposed to foreign currency risks due to planned sales in U.S. dollars. To some extent, cash flow hedge accounting is applied using currency options. The hedged transaction - the designated share of expected sales in U.S. dollars - is calculated based on internal thresholds. The hedged volume is always below the total amount of expected sales in U.S. dollars for the following fiscal year. The average hedged rate was $1.1583 per euro as of Decem- ber 31, 2020, and $1.1105 per euro in the previous year. The impact on earnings from designated transactions in 2020 will be recognized in the following year. The decrease in the options' time value component arising in the amount of €30 million in 2020 was recognized separately in equity as the cost of hedging and resulted in a reduction in equity. Accumulated changes in the options' time values were reclassified to profit or loss due to the maturity of hedged items in the amount of €34 million. In 2019, -€38 million was recognized separately in equity as a change in the options' time value component, and €35 million was reclassified to profit or loss. The interest rate risk of the variable-rate bonds issued by BASF SE in 2013 was hedged using interest rate swaps, which converted the bonds into fixed-interest rate bonds with a rate of 1.45%. The key terms of the interest rate swap contracts used as hedging instruments generally correspond to the contractual elements of the hedged item. The bond and the interest rate swaps were designated to hedge accounting. The hedge relationship ended in 2020 due to maturity of the hedging transaction and hedged item. Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted to euros using cross-currency swaps, as the private placement exposes BASF to a combined interest/currency risk. The hedged interest rate was 4.13% in the fiscal years 2020 and 2019. The hedged foreign exchange rate in both years was $1.3589 per euro. This hedge was designated as a cash flow hedge. In 2020, the expected sale price associated with the disposal of the construction chemicals and pigments businesses was partially hedged against exchange rate fluctuations. The occurrence of the hedged transactions was, due to contractual agreements, considered highly probable; and the transactions and derivatives used for hedging were designated to a cash flow hedge accounting relationship. The hedge was initially achieved through foreign currency forward contracts and, following the discontinuation of this hedging relationship, with foreign currency options. Both cases were transaction-related hedges. The change in the forward rate and the change in the time value component are recognized as hedging costs at a point in time. These costs were recognized in BASF Group equity in the amount of -€18 million Due to the sale of the construction chemicals business as of September 30, 2020, €11 million was reclassified to profit or loss and included in disposal gains from the discontinued construction chemicals business. There was no ineffectiveness at any time during the year. The average hedged rate was $1.1964 per euro as of Decem- ber 31, 2020. The effects of the hedging relationships on the balance sheet, the cash flow hedge reserve, hedged nominal value and ineffectiveness to be determined are presented in the following tables by fiscal year. BASF Report 2020 302 About This Report 1 To Our Shareholders 3 Corporate Governance foreign currency risks 21 To Our Shareholders BASF Report 2020 -26 2,076 4 Total n/a 2 2 n/a 4 2 123 68 Other receivables and miscellaneous assets / other liabilities 6 Commodity price risks income n/a 149 138 -21 58 -37 920 Other financial Other receivables and miscellaneous assets 0 -17 162 165 154 4 5.00 4.83 6.44c 5.87 4.00 3.21 2017 2016 2015 5.44 2013b 2012ª 2011 Key data Million € 5 Overviews Ten-Year Summary Consolidated Financial Statements 3 Corporate Governance 2014 5.31 6.26 2018 2019 2020 Earnings per share € 2 Management's Report 6.74 5.25 5.64 5.22 4.34 4.42 6.62° 5.12 9.17 -1.15 Adjusted earnings per share € 5.61 Cash flows from operating activities 1 To Our Shareholders 314 2,631 2,770 3,600 3,691 3,586 3,155d 2,594 3,408 Number of employees At year-end Annual average Personnel expenses 111,141 110,403 5,189 2,618 6,685 4,146 5,742 4,377 4,028 5,040 3,842 4,075 Depreciation and amortization of property, plant and equipment and intangible assets of which property, plant and equipment 3,407 3,267 3,272 3,417 4,401 4,251 4,202 3,750d 110,782 109,969 112,206 113,292 111,844 Research and development expenses 1,605 1,732 1,849 1,884 1,953 1,863 1,843° 1,994d 2,158 2,086 a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. BASF Report 2020 10,576 About This Report 10,924 10,610 112,644 112,435 113,249 113,830 111,975 115,490 114,333 122,404 118,371 117,628 119,200 110,302 115,973 8,576 8,963 9,285 9,224 9,982 10,165 10,659 7,105 15.1 8,100 Exploration Exploration refers to the search for mineral resources, such as crude oil or natural gas, in the Earth's crust. The exploration process involves using suitable geophysical methods to find structures that may contain oil and gas, then proving a possible discovery by means of exploratory drilling. F Formulation Formulation describes the combination of one or more active sub- stances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effectiveness of various products, such as cosmetics, pharmaceuticals, agricul- tural chemicals, paints and coatings. Free cash flow Free cash flow is the cash flows from operating activities less payments made for property, plant and equipment and intangible assets. G Genome editing Genome editing refers to a series of new molecular biological methods to make specific changes in the genome. Naturally occur- ring processes are used to make small changes to an organism's genes to modify a specific characteristic. Such techniques have great potential for innovative solutions in healthcare, agriculture and industrial applications, for example. Global Product Strategy (GPS) The Global Product Strategy aims to establish global product stew- ardship standards and practices for companies. The program aims to improve the safety management of chemical substances and to support governments in the introduction of local chemical regulations. Global Reporting Initiative (GRI) The Global Reporting Initiative is a multistakeholder organization. It was established in 1997 with the aim of developing a guideline for companies' and organizations' voluntary reporting on their eco- nomic, environmental and social activities. Greenhouse Gas Protocol (GHG Protocol) The Greenhouse Gas Protocol, used by many companies in different sectors as well as nongovernmental organizations and govern- ments, is a globally recognized standard to quantify and manage greenhouse gas emissions. The reporting standards and recom- mendations for implementing projects to reduce emissions are jointly developed by companies, nongovernmental organizations and governments under the guidance of the World Resources Insti- tute and the World Business Council for Sustainable Development. BASF Report 2020 319 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Glossary and Trademarks H The European Water Stewardship (EWS) Standard enables busi- nesses and agriculture to assess the sustainability of their water management practices. The criteria are sustainable water abstrac- tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. The EWS stan- dard came into force at the end of 2011 and was developed by nongovernmental organizations, governments and businesses under the direction of the independent organization European Water Partnership (EWP). European Water Stewardship (EWS) Standard The equity method is used to account for shareholdings in joint ventures and associated companies. Based on the acquisition costs of the shareholding as of the acquisition date, the carrying amount is continuously adjusted to the changes in equity of the company in which the share is held. Equity method D Dodd-Frank Act The Dodd-Frank Act issued in 2010 comprises accounting and disclosure obligations for publicly listed U.S. companies regarding the use of certain raw materials that come from the Democratic Republic of the Congo or its bordering countries. The companies must prove that the materials they use do not come from mines in these conflict areas. The definition of conflict minerals as per the Dodd-Frank Act includes the following materials and their deriva- tives: columbite-tantalite (coltan), cassiterite, wolframite and gold. Due diligence An ongoing risk management process to identify and avoid negative impacts on and by a company (for example, through human rights violations in the supply chain). BASF Report 2020 318 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Health Performance Index (HPI) 4 5 Overviews Glossary and Trademarks E EBIT Earnings before interest and taxes (EBIT): At BASF, EBIT corre- sponds to income from operations. EBITDA Earnings before interest, taxes, depreciation and amortization (EBITDA): At BASF, EBITDA corresponds to income from operations before depreciation and amortization (impairments and reversals of impairments). EBITDA margin The EBITDA margin is the margin that we earn on sales from our operating activities before depreciation and amortization as a percentage of EBITDA. It is calculated as income from operations before depreciation, amortization, impairments and reversals of impairments as a percentage of sales. Eco-Efficiency Analysis The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profitability and environmental compatibility. Emerging markets We define the emerging markets as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh; Central America including Mexico and South America; eastern Europe; the Middle East, Turkey and Africa. Consolidated Financial Statements The Health Performance Index is an indicator developed by BASF to provide more detailed insight into our approach to health man- agement. It comprises five components: recognized occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. IAS IAS stands for International Accounting Standards. 8.7 11.7 11.5 11.0 16.1 % Return on assets 11.0 13.8 14.9d 17.6° 18.3 8.2 6,369 14.1 13.9 16.3 % EBITDA margin 5,413 7,474 7,939 8,785 7,717 9,446 6,958 14.9 6,602 320 BASF uses a materiality analysis to identify and assess sustainability topics. This considers the expectations and demands of external stakeholders, as well as the expertise of members of the Stake- holder Advisory Council. Assessments prepared by our employees from various units are also taken into account. An analysis of various data sources expands on and verifies these findings. IFRS The International Financial Reporting Standards (until 2001: Interna- tional Accounting Standards, IAS) are developed and published by the International Accounting Standards Board, headquartered in London, United Kingdom. The "IAS Regulation” made the applica- tion of IFRSS mandatory for listed companies headquartered in the European Union starting in 2005. ILO Core Labor Standards The ILO Core Labor Standards are set out in a declaration of the International Labor Organization (ILO), comprising eight conventions that set minimum requirements for decent working conditions. ISO 9001 ISO 9001 is an international standard developed by the International Organization for Standardization (ISO) that determines minimum requirements for a quality management system for voluntary certification. ISO 14001 ISO 14001 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that determines the general requirements for an environmental management system for voluntary certification. ISO 19011 5,509 ISO 27001 ISO 27001 is an international standard developed by the Interna- tional Organization for Standardization (ISO) that determines the general requirements for an information security management system for voluntary certification. BASF Report 2020 ISO 50001 J Joint arrangement A joint arrangement refers to joint ventures and joint operations, and describes a jointly controlled arrangement of two or more parties. This arrangement exists if decisions about relevant activities require the unanimous consent of all parties sharing control. Joint operation A joint operation is a joint arrangement in which the parties that share control have direct rights to the assets and liabilities relating to the arrangement. For joint operations, the proportional share of assets, liabilities, income and expenses are reported in the BASF Group Consolidated Financial Statements. Joint venture A joint venture is a joint arrangement in which the parties that have joint control of a legally independent entity have rights to the net assets of that arrangement. Joint ventures are accounted for using the equity method in the BASF Group Consolidated Financial Statements. L Long-term incentive program (LTI) The long-term incentive is a share price-based compensation program primarily for senior executives of the BASF Group and members of the Board of Executive Directors. Among other things, the program aims to tie a portion of the participants' annual compensation to the long-term performance of BASF shares by having the senior executives make an individual investment in the company's stock. The introduction of the new LTI also incentivizes the achievement of strategic growth, profitability and sustainability targets. M Materiality analysis ISO 50001 is an international standard developed by the Inter- national Organization for Standardization (ISO) that determines the general requirements for an energy management system for voluntary certification. We understand customers as all external companies (sold-to par- ties) that had contracts with the BASF Group in the business year concerned under which sales were generated. 6,428 3,199 Obligations arising from purchase contracts with joint ventures amounted to €6 million as of December 31, 2020, and €4 million as of December 31, 2019. Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 311 BASF Report 2020 lion), and in favor of associated companies in the amount of €28 mil- lion as of December 31, 2020 (December 31, 2019: €36 million). For more information on off-balance sheet financial obligations in connection with joint ventures, see Note 25 on page 291 BASF had obligations from guarantees and other financial obliga- tions in favor of nonconsolidated subsidiaries in the amount of €8 million as of December 31, 2020 (December 31, 2019: €10 mil- December 31, 2019 to €3 million as of December 31, 2020. The balance of valuation allowances on other receivables from nonconsolidated subsidiaries rose from €23 million as of Decem- ber 31, 2019 to €105 million as of December 31, 2020. Of this amount, €32 million was recognized as an expense. The balance of valuation allowances on trade accounts receivable Balances outstanding to related parties were generally not hedged from nonconsolidated subsidiaries rose from €2 million as of and were settled in cash. 345 240 57 55 92 62 80 47 219 198 December 31, 2019 December 31, 2020 December 31, 2019 285 Annual minimum rental payments for an office building including a parking area payable by BASF SE to BASF Pensionskasse VaG for the nonterminable basic rental period until 2029 amounted to €6 million. BASF SE had other finance-related receivables from BASF Pensions- kasse WaG in the amount of €3 million as of December 31, 2020. Prof. Dr. Thomas Carell, member of BASF SE's Supervisory Board, has a minor business relationship with the BASF Group in the form of a shareholding in two start-up companies in the biochemicals business, specifically DNA and RNA technologies. He holds 10.04% in baseclick GmbH, in which BASF SE holds an indirect share through its subsidiary, BASF Venture Capital GmbH, of 67.23%, and 4.2% in baseclick Vaccine GmbH, in which BASF SE holds an indirect share of 51.4%. Additionally, as its shareholder, Prof. Dr. Thomas Carell granted baseclick GmbH a loan in the amount of €30,000. There were no further reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2020. 0 0.2 0.2 0.5 0.8 0.7 1.0 6.8 7.1 19.7 19.6 2019 2020 of which domestic 192 Total of which domestic Tax consultation services of which domestic Audit-related services of which domestic Annual audit Million € Services provided by the external auditor BASF Group companies used the following services from KPMG: 32 Services provided by the external auditor For more information on the members of the Board of Executive Directors and the Supervisory Board, see Management and Supervisory Boards and Compensation Report from page 180 onward from page 282 onward For more information about defined benefit plants, the division of risk between Group companies, see Provisions for pensions and similar obligations For more information on subsidiaries, joint ventures and associated companies, see the 2020 BASF Group list of shares held on page 241 Other services 20.8 December 31, 2020 Other receivables 921 636 691 December 31, 2019 December 31, 2020 December 31, 2019 December 31, 2020 Services received Services rendered Associated companies Joint ventures Nonconsolidated subsidiaries Million € Sales to related parties The decline in other receivables from nonconsolidated subsidiaries resulted primarily from other finance-related receivables; and the decline in other liabilities to associated companies was due mainly to other finance-related and contract liabilities. Other receivables and liabilities primarily arose from financing activities, from accounts used for cash pooling, outstanding dividend payments, profit and loss transfer agreements, and other finance- related and operating activities and transactions. Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating businesses. The following tables show the volume of business with related parties that are included in the Consolidated Financial Statements at amortized cost or accounted for using the equity method. The values include sales, receivables, other receivables, liabilities and other liabilities with respect to the disposal groups and/or discontinued operations. Related parties are legal or natural entities that can exert influence on the BASF Group or over which the BASF Group exercises control or joint control, or a significant influence. These primarily include nonconsolidated subsidiaries, joint ventures and associated companies. Related party transactions 31 Notes 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report To Our Shareholders 1 About This Report 617 295 935 233 785 54 43 129 64 122 136 80 149 136 98 193 213 December 31, 2019 December 31, 2020 Other liabilities December 31, 2019 Accounts payable, trade Accounts receivable, trade Associated companies Joint ventures Nonconsolidated subsidiaries Other receivables from liabilities to related parties Million € Associated companies Joint ventures Nonconsolidated subsidiaries Trade accounts receivable from / trade accounts payable to related parties Million € 811 586 583 432 December 31, 2020 20.6 The services provided by the external auditor mainly include services for the annual audit and, to a lesser extent, confirmation services and tax consultation services. The line item annual audit relates to expenses for the audit of the Consolidated Financial Statements of the BASF Group, the legally required financial statements of BASF SE and of the subsidiaries and joint operations included in the Consolidated Financial Statements as well as the voluntary audit of subgroups. Fees for other services primarily include audits in connection with regulatory demands as well as other confirmation services. Domestic tax consultation services related primarily to tax declaration adjustments for the Chemetall companies until the 2015 tax period. Income from operations before depreciation and amortization (EBITDA) -1,060 8,421 4,707 6,078 4,056 3,987 5,155 4,792 4,819 6,188 Net income -1,075 8,491 4,979 6,352 4,255 4,301 5,492 5,113 5,067 6,603 Income after taxes 396 5,945 863d 760 Income after taxes from discontinued operations -1,471 11,993 10,009 10,432 11,043 of which property, plant and equipment 4,869 4,097 10,735 4,364 7,258 6,013 7,285 7,726 5,263 3,646 Additions to property, plant and equipment and intangible assets Capital expenditures, depreciation and amortization 3,560 2,546 4,643 7,645° 6,309 6,739 7,357 7,077 6,647 8,447 EBIT before special items 6,494 8,185 8,970d 10,765° 10,526 10,649 6,281d 4,116d 5,592 Income after taxes from continuing operations 2020 2019 2018 2017 2016 2015 2014 2013b 2012a 2011 5 Overviews Ten-Year Summary Million € Ten-Year Summary 4 Consolidated Financial Statements Statement of income 3 Corporate Governance 1 To Our Shareholders About This Report 318 314 Glossary and Trademarks Ten-Year Summary Overviews 5 Chapter 5 pages 313-323 312 BASF Report 2020 The annual Declaration of Conformity with the German Corporate Governance Code according to section 161 AktG was submitted by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2020 and is published online. For more information, see basf.com/en/corporate governance Declaration pursuant to section 161 of the German Stock Corporation Act (AktG) 33 Declaration of Conformity with the German Corporate Governance Code 2 Management's Report 4,084 Sales Income before income taxes -1,562 3,302 5,233d 6,882€ 5,395 5,548 7,203 6,600 5,977 8,970 -191 4,201 5,974d 7,587c Income from operations (EBIT) 6,275 7,626 7,160 6,742 8,586 59,149 59,316 60,220d 61,223° 57,550 70,449 74,326 73,973 72,129 73,497 6,248 Customers 2,497 Compliance 1,176 1,176 1,176 1,176 2020 2019 2018 2017 2016 2015 2014 2013b 2012a 2011 Equity Noncontrolling interests Other comprehensive income Retained earnings Capital reserves Subscribed capital Million € Balance sheet (IFRS) 5 Overviews Ten-Year Summary Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Compliance is an important element of corporate governance. It refers to the company's behavior in accordance with laws, guide- lines and voluntary codices. About This Report 1,176 1,176 1,176 1,176 -5,939 -5,282 -4,014 -3,521 -5,482 -3,400 -3,461 314 37,911 42,056 36,699 34,826 31,515 30,120 316 28,777 23,708 19,446 3,115 3,115 3,118 3,117 3,130 3,141 3,143 3,165 3,188 3,203 1,176 1,176 26,102 -4,850 BASF Report 2020 a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 1,718 1,827 1,647 2,048 Cash and cash equivalents 207 444 344 52 536 21 19 17 14 19 Marketable securities 4,673 3,790 3,139 3,494 3,078 3,095 4,032 3,714 3,455 3,781 Other receivables and miscellaneous assets 9,466 9,093 2,241 1,375 6,495 2,300 80,292 86,950 86,556 78,768 76,496 70,836 71,359 64,204 62,726 61,175 Assets 29,868 30,990 43,221 c As of January 1, 2018, receivables from bank acceptance drafts are no longer reported under trade accounts receivable, but under the item other receivables and other assets. The 2017 figures have been restated accordingly. 31,145 24,566 27,420 25,951 27,467 27,088 Current assets 1,182 4,013 14,607 3,264 295 Assets of disposal groups 4,330 2,427 25,946 -8,474 1,246 1,010 4,502 5,121 Current liabilities Liabilities of disposal groups Other liabilities Financial indebtedness Tax liabilities Provisions Accounts payable, trade 29,614 27,996 27,118 29,132 28,611 25,055 27,271 22,192 20,395 19,313 1,711 1,678 705 1,095 873 869 1,197 1,194 1,111 1,142 5,153 4,861 4,020 4,610 3,767 4,074 3,545 3,256 4,094 3,985 988 756 695 1,119 1,288 1,082 1,079 968 15,819 870 2,825 2,938 3,252 3,229 2,802 2,540 2,844 2,670 2,628 3,210 5,291 5,087 5,122 4,971 1,038 15,015 15,332 15,535 Deferred tax liabilities 8,566 7,683 7,434 6,293 8,209 6,313 7,313 3,727 5,421 3,189 Provisions for pensions and similar obligations 34,398 42,350 2,628 36,109 32,568 31,545 28,195 27,673 25,621 25,385 670 853 1,055 919 761 629 581 630 34,756 10,665 2,234 3,420 12,545 11,123 11,839 11,151 8,704 9,019 1,484 1,340 1,301 3,478 3,667 3,369 3,502 3,226 2,894 2,925 Noncurrent liabilities Other liabilities Financial indebtedness Other provisions 587 516 559 Tax provisions 1,447 1,764 1,787 2,731 3,317 3,381 3,335 10,801 1 To Our Shareholders 9,516 7.7 12.0d 15.4 % Return on capital employed (ROCE) -2.8 21.6 14.1 18.9 13.3 14.4 19.7 19.2 19.9 27.5 % Return on equity after tax -1.2 4.5 7.1 9.5° 3,362 3,395 3,036 2,623 2,292 3,564 2,520 2,850 1.7 Appropriation of profits Net income of BASF SE Dividend 3.10 3.00 2.90 2.80 2.70 2.60 2.50 € 3,031 3,031 2,939 2,847 2,755 2,664 3,064 2,572 2,388 2,296 3,946 3,899 2,982 3,130 2,808 2,158 5,853 2,826 2,880 3,506 Number of shares as of December 31 Dividend per share 2,480 3.20 2,998 3,440 4 Consolidated Financial Statements 5 Overviews Glossary and Trademarks Glossary and Trademarks A AgBalance® AgBalance® is a method to measure and assess sustainability in agriculture. BASF developed the method based on its many years of experience with the Eco-Efficiency Analysis and SEEBalanceⓇ and in cooperation with customers and experts. Associated companies Associated companies are entities that are not subsidiaries, joint ventures or joint operations, and over whose operating and financial policies significant influence can be exercised. In general, this applies to companies in which BASF has an investment of between 20% and 50%. B Barrel of oil equivalent (BOE) A barrel of oil equivalent (BOE) is an international unit of measure- ment for comparing the energy content of different fuels. It is equal to one barrel of crude oil, or 6,000 cubic feet (169 cubic meters) of natural gas. Biotechnology Biotechnology includes all processes and products that make use of living organisms, including plants, bacteria and yeasts, or their cellular constituents, such as enzymes. C Capital expenditures (capex) We define capex as additions to property, plant and equipment excluding additions from acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases. Carbon management Carbon management bundles our global activities and a long-term research and development program to reduce our greenhouse gas emissions. The objective is to achieve our climate protection target and set the course for low-carbon chemical production. CDP The international nonprofit organization CDP (formerly the Carbon Disclosure Project) analyzes environmental data of companies. The CDP's indexes serve as assessment tools for investors. Circular economy The circular economy concept describes the transition away from a linear model of "take-make-dispose" to a system of closed loops powered by renewable energy. The core elements of a circular economy include reusing resources, avoiding waste and optimizing product features with respect to the entire product life cycle. CO2 equivalents CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. Commercial paper program The commercial paper program is a framework agreement between BASF and banks regarding the issuing of debt obligations on the financial market (commercial paper). The commercial paper is issued under a rolling program for which the terms can be deter- mined individually. This requires a good rating. Competency Model BASF's Competency Model is derived from our corporate strategy and our values and translates these into specific day-to-day behav- ioral standards. It is applicable worldwide, creating a common framework for the conduct of all BASF employees and leaders to enable us to reach our shared goals. The eight competencies are: Drive Innovation, Collaborate for Achievement, Embrace Diversity, Communicate Effectively, Drive Sustainable Solutions, Develop Self and Others, Act with Entrepreneurial Drive, Demonstrate Customer Focus. 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 87 10,952 5,753 1,034 341 16,477 16,710 14,339 15,893 14,236 15,317 14,880 23,329 16,604 3,427 16,280 61,175 62,726 64,204 71,359 70,836 76,496 78,768 86,556 86,950 80,292 a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. c Tax provisions are reported separately as of January 1, 2020. Figures for the years 2018 and 2019 have been restated. In 2017 and earlier, tax provisions are included in other provisions. BASF Report 2020 317 Equity and liabilities 3.30 1,993 million 1,498 877 911 561 Other receivables and miscellaneous assets 3,386 2,887 2,342 2,118 2,513 1,791 2,193 1,006 1,473 1,720 941 582 636 570 606 605 526 540 643 613 848 Other financial assets 10,874 13,123 Non-integral investments accounted for using the equity method Deferred tax assets 1,878 1,210 886 3.30 10,385 10,233 9,506 10,886 Accounts receivable, trade 10,010 11,223 12,166 10,303 10,005 9,693 11,266 10,160 1,332 9,581 Inventories 50,424 55,960 43,335 47,623 50,550 46,270 43,939 38,253 35,259 34,087 Noncurrent assets 912 1,112 10,059 1,885 ISO 19011 is an international standard developed by the Inter- national Organization for Standardization (ISO) that also serves as a guide for auditing management systems, for example for occupational health and safety, energy, quality and environmental management. 4,715 2015 2014 2013b 2012a 2011 Million € Balance sheet (IFRS) 5 Overviews Ten-Year Summary Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 2016 BASF Report 2020 d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 918.5 918.5 918.5 918.5 918.5 918.5 918.5 918.5 918.5 918.5 2,203 e Calculated in accordance with German GAAP 2017c 315 2019 4,436 2018 4,647 3,245 4,174 3,459 1,852 Integral investments accounted for using the equity method 19,647 20,780 25,258 26,413 25,260 23,496 19,229 21,792 11,919 2020 Intangible assets 16,610 12,193 12,324 12,537 15,162 12,967 16,554 14,525 13,145 Property, plant and equipment 17,966 13,594 BASF developed the Value to Society approach in cooperation with external experts to measure and assess in monetary terms the economic, ecological, and social impacts of its business activities along the entire value chain. W Verbund In the BASF Verbund, production facilities and technologies are intelligently networked, with high-output chemical processes that use energy and resources efficiently. The by-products of one plant serve as feedstock elsewhere, creating efficient value chains - from basic chemicals to high value-added solutions such as coatings or crop protection products. Our Verbund concept realized in production, technologies, the market and digitalization - enables innovative solutions for a sustainable future. - Water stress areas Net Promoter System® Water consumption We calculate the water consumption of the BASF Group as the sum of evaporation in cooling processes, water content in sales products, and other water use at the sites. Trademarksa DRYREFTM Registered trademark of Linde AG Value to Society We report on water stress areas as regions in which 40% or more of available water is used. Our assessment is based on Aqueduct 3.0 (WRI, 2019). Our sustainable water management goal also takes into account all sites that we defined prior to 2019 as sites in water stress areas in accordance with Pfister et al. (2009), as well as the Verbund sites. A value chain describes the successive steps in a production process: from raw materials through various intermediate steps, such as transportation and production, to the finished product. U U.N. Sustainable Development Goals (U.N. SDGs) The U.N. officially adopted its Sustainable Development Goals (U.N. SDGs) in September 2015. These replaced the previous Millennium Development Goals. The 17 SDGs provide a framework for bringing together U.N. member states, NGOs, industry associa- tions and employee representatives, academia, politics and busi- ness to combat international challenges such as poverty, food and water scarcity, and climate change. Registered trademark of Bain & Company, Inc. TUIS TUIS is a German transport accident information and emergency response system jointly operated by around 130 company fire departments within the chemical industry and specialists. The member companies can be reached by the public authorities at any time and provide assistance over the telephone, expert on-site advice or special technical equipment. U.N. Global Compact (UNGC) In the United Nations Global Compact network, nongovernmental organizations, companies, international business and employee representatives, scientists and politicians work on aligning global business with the principles of sustainable development. BASF Report 2020 Value chain 322 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Glossary and Trademarks About This Report Responsible Care® OUR COMMITMENT TO SUSTAINABILITY All other trademarks referred to in the BASF Report are registered trademarks of the BASF Group (identified with the Ⓡ symbol), trademarks pending (identified with the TM symbol), or trademarks used by the BASF Group. Phone: +49 621 60-0, email: global.info@basf.com Media Relations Jens Fey, phone: +49 621 60-99123 Sustainability Relations Thorsten Pinkepank, phone: +49 621 60-41976 Investor Relations General inquiries Dr. Stefanie Wettberg, phone: +49 621 60-48002 basf.com Responsible Care® Traits are commercial plant characteristics, such as an inherent resistance to certain herbicides or an inherent defense against certain insects. BASF supports the chemical industry's global Responsible Care initiative. FSC www.fsc.org MIX Internet Registered trademark of the European Chemical Industry Council Contact Published on February 26, 2021 a Trademarks are not registered/used in all countries. BASF Report 2020 323 Quarterly Statement Q1 2021 / Annual Shareholders' Meeting 2021 April 29, 2021 Half-Year Financial Report 2021 You can find this and other BASF publications online at basf.com/publications July 28, 2021 October 27, 2021 BASF Report 2021 February 25, 2022 Quarterly Statement Q1 2022 / Annual Shareholders' Meeting 2022 April 29, 2022 Further information Quarterly Statement Q3 2021 Traits BASF Report 2020 Together for Sustainability (TfS) Naphtha is petroleum that is produced during oil refining. Heavy naphtha is the starting point for gasoline production. Light naphtha is the most important feedstock for steam crackers. NMVOC (nonmethane volatile organic compounds) VOCS (volatile organic compounds) are organic substances that are present in the air as gas at low temperatures. These include some hydrocarbons, alcohols, aldehydes and organic acids. NMVOCs are VOCs from which methane is excluded. O OHSAS 18001 The Occupational Health and Safety Assessment Series (OHSAS) includes the standard OHSAS 18001, which contains a framework for an occupational safety management system. This system can be integrated into an existing quality and environmental protection management system and certified accordingly. P Naphtha Peak sales potential Process safety incidents (PSI) Process safety incidents (PSI) is a worldwide harmonized industry metric used to report events involving the release of a substance or energy where this exceeds defined thresholds. BASF has used the criteria and reporting thresholds developed by the International Council of Chemical Associations (ICCA) since 2018. Propylene oxide (PO) Propylene oxide (PO), a very reactive compound, is generated by the oxidation of propylene and is used as basic chemical for further processing in the chemical industry. R REACH REACH is a European Union regulatory framework for the regis- tration, evaluation, authorization and restriction of chemicals, and was implemented gradually by 2018. Companies are obligated to collect data on the properties and uses of produced and imported substances and to assess any risks. The peak sales potential of the Agricultural Solutions pipeline describes the total peak sales forecast for individual products in the research and development pipeline. Peak sales are the highest sales value to be expected from one year. The pipeline comprises innova- tive products that have been on the market since 2019 or will be launched on the market by 2029. Renewable resources The International Organization for Standardization defines nano- materials as materials with one or more external dimensions on a nanoscale or with internal structure or surface structure on a nano- scale. For regulatory purposes, there are additional definitions for nanomaterials worldwide. N About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 5 Overviews Glossary and Trademarks Nanomaterials MDI Million British thermal unit (mmBtu) The British thermal unit (Btu) is a unit of energy observed in the Anglo-American measuring system. It is used for indicating values such as the energy content of gas. One mmBtu (million British thermal units) is equal to approximately 1,003 cubic feet of gas or 28 cubic meters of gas. Monitoring system Monitoring systems and tools serve to measure and ensure the adherence to standards. One area that is monitored is our voluntary commitments, such as the adherence to human rights and interna- tionally recognized labor standards. MSCI World Chemicals Index The MSCI World Chemicals Index is a stock index that includes the world's biggest chemical companies. It measures the performance of the companies in the index in their respective national currencies, thus considerably reducing currency effects. MDI stands for diphenylmethane diisocyanate and is one of the most important raw materials for the production of polyurethane. This plastic is used for applications ranging from the soles of high- tech running shoes and shock absorbers for vehicle engines to insu- lation for refrigerators and buildings. Global initiative of various companies from the chemical industry for the global standardization of supplier evaluations to improve sustainability in the supply chain. Renewable raw materials are products made from biomass such as sugars, starches and vegetable oils that are not used as food or feed, but as feedstock or to generate warmth, electricity or fuels. Responsible Care® refers to a worldwide initiative by the chemical industry to continuously improve its performance in the areas of environmental protection, health and safety. Special items arise from the integration of acquired businesses, restructuring measures, impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. Spot market (cash market) A spot market is a market where an agreed-upon deal, including delivery, acceptance and payment, occurs immediately, as opposed to forward contracts, where the delivery, acceptance and payment occurs at a point in time after the conclusion of the deal. Steam cracker A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. Sustainable Solution Steering Special items We use Sustainable Solution Steering to review and guide our product portfolio in terms of sustainability. The four categories - Accelerators, Performers, Transitioners and Challenged - indicate how our products and solutions already comply with sustainability requirements and how we can increase their contribution. TCFD The Task Force on Climate-related Disclosures (TCFD) established by the G20 Financial Stability Board promotes the disclosure of information and data relevant to climate change by companies, and develops corresponding recommendations. The objective is to improve market participants' understanding of material climate- relevant risks and enable them to better assess the opportunities and risks of climate change. BASF supports the recommendations and is involved in the work of the Task Force. TDI TDI stands for toluene diisocyanate and is a raw material for the production of polyurethane. It is used primarily in the automotive industry (for example, in seat cushions and interiors) and the furni- ture industry (for example, for flexible foams for mattresses or cushioning, or in wood coating). Tier 1 suppliers BASF considers all direct suppliers of the BASF Group in the busi- ness year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. Suppliers usually work together with other suppliers, which are categorized as Tier 2, Tier 3, etc. based on their role in the value chain. T Responsible CareⓇ SEEbalance is the Socio-Eco-Efficiency analysis developed by BASF. It can be used to evaluate and compare the environmental impact, costs and social aspects of products and manufacturing processes. SEEbalance® makes sustainable development measur- able and manageable for companies by combining the three dimen- sions of sustainability - economy, environment and society - in an integrated product assessment tool. The Sustainability Accounting Standards Board (SASB) is a U.S.-based nonprofit organization that develops industry-specific sustainability reporting standards. These aim to create transparency around material dimensions of sustainability: economic, environ- mental and social impact. Retention Profits generated can be used in two ways: distribution to share- holders or retention within the company. 321 About This Report 1 To Our Shareholders 2 Management's Report SEEbalance® 3 Corporate Governance Consolidated Financial Statements 5 Overviews Glossary and Trademarks ROCE Return on capital employed (ROCE) is a measure of the profitability of our operations. This is calculated as the EBIT generated by the segments as a percentage of the average cost of capital basis. The average cost of capital basis corresponds to the operating assets of the segments plus the customer and supplier financing not included there and is calculated using the month-end figures. S SASB 4 4 Consolidated Financial Statements COMC 2102 E Papler aus verantwor- tungsvollen Quellen FSC® C021366 About This Report Heidelberg University Heidelberg, Germany Karlsruhe Institute of Technology (KIT) Karlsruhe, Germany Indian Institute of Technology Bombay Mumbai, India Pune, India Laboratory National Chemical Seoul, South Korea Seoul National University Kyoto, Japan Kyoto University Tokyo, Japan Tokyo Institute of Technology Fudan University Shanghai, China Innovation Lab iL Technical University of Berlin Berlin, Germany UniCat BASF Joint Lab Zhejiang University Hangzhou, China Sichuan University Chengdu, China Dalian Institute of Chemical Physics Dalian, China Beijing Institute of Technology Beijing, China BASF Report 2020 Tsinghua University Beijing, China 35 About This Report As part of our corporate strategy, we combined research and development at an organizational level, making it better aligned with the needs of our customers. Our aim is to continue to shorten the time to market and accelerate the company's organic growth. A strong customer focus, digitalization, creativity, efficiency and collaboration with external partners are among the most important success factors here. In order to bring promising ideas to market as quickly as possible, we regularly assess our research projects using a multistep process and prioritize our focus areas accordingly. Research and development expenses amounted to €2,086 million in 2020 (2019: €2,158 million). The operating divisions accounted for 82% of total research and development expenses in 2020. The remaining 18% related to cross-divisional corporate research focusing on long-term topics of strategic importance to the BASF Group. ■ Further development of our innovation strategies ■ Close cooperation between research and business units Strong customer focus Strategic focus For more information on our collaboration initiatives, see basf.com/innovate-with-us Our eight Academic Research Alliances are complemented by cooperations [with around 250 universities and research institutes] as well as collaborations with a large number of companies. We are working on innovative components and materials for electro- chemical energy storage with the Karlsruhe Institute of Technology (KIT) at the Battery and Electrochemistry Laboratory (BELLA). At the joint Catalysis Research Laboratory (CaRLa), BASF is researching homogeneous catalysis in cooperation with the University of Heidel- berg. Researchers there have discovered a new approach to using CO2 as a chemical feedstock. They identified the catalysts and process conditions to produce sodium acrylate from ethylene and CO2, a crucial step toward scaling the process for industrial use. BasCat is a joint laboratory operated by the UniCat cluster of excellence and BASF at the Technical University of Berlin, where new heterogenous catalysis concepts are being explored together with the Fritz Haber Institute of the Max Planck Society. The iL (Innovation Lab) in Heidelberg, Germany, focuses on functional printing, printed sensors and loT (internet of things) applications. At the Network for Asian Open Research (NAO) in the Asia Pacific region, research focuses on polymer and colloid chemistry, catalysis, machine learning and smart manufacturing. In cooperation with ETH Zürich, we have developed an analysis tool that can be used to evaluate biodegradable polymers with respect to both their technical properties and stakeholder acceptance at an early stage of our innovation process. The aim is to concentrate on the development of such sustainable, biodegradable polymers. 35 The Joint Research Network on Advanced Materials and Systems (JONAS) research center is active in Europe. Research here concen- trates on supramolecular chemistry, polymer chemistry and the incubation of sustainable technologies. Biopolymer synthesis and research into the full biodegradability of biopolymers in various bio- spheres have been a focus area of BASF's research for many years. to bundle cooperation Eight Academic Research Alliances Our eight academic research alliances bundle partnerships with several research groups in a region or with a specific research focus. strengthen our portfolio with creative new projects, and in this way, reach our growth targets. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders The Northeast Research Alliance (NORA) and the California Research Alliance (CARA) are located in the United States. NORA focuses on materials science and biosciences, catalysis research, digitalization and cooperation with startups. The computer models developed together with our partners suggest new synthesis path- ways for molecules and enable us to better predict molecular properties, for example for selecting test substances for crop protection products. Big data from BASF and novel algorithms were used to optimize these models. Teams at the interdisciplinary CARA research center are working on new functional materials, formulations, digital methods, catalysis, chemical synthesis, and in engineering sciences and biosciences. As part of this cooperative venture, BASF researchers and partners are investigating catalyst nanoparticles made of palladium and platinum, among other things. With the help of computer-based calculations, the team developed a completely new understanding of how catalysts work, enabling us to produce new, more powerful catalysts. Our success factors Changchun, China Network for Asian Open Research Caltech Pasadena, California Stanford University Stanford, California UC Santa Barbara Santa Barbara, California UC Davis Davis, California UC Berkeley Berkeley, California California Research Alliance CARA Global network: eight Academic Research Alliances ~10,000 Employees in research and development worldwide improved products - especially with Accelerator products, which make a substantial sustainability contribution in the value chain. [In 2020, we generated sales of around €10 billion with products launched on the market in the past five years that stemmed from research and development activities. J In the long term, we aim to continue significantly increasing sales and earnings with new and UCLA Our three global research divisions are run from our key regions Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany); Advanced Materi- als & Systems Research (Shanghai, China); and Bioscience Research (Research Triangle Park, North Carolina). Together with the development units in our operating divisions, they form the core of our global Know-How Verbund. BASF New Business GmbH and BASF Venture Capital GmbH supplement this network with the task of developing new technologies, attractive markets and new busi- ness models for BASF. Supplying a fast-growing global population with food, energy and clean water, making the best use of limited natural resources and protecting our climate are among the greatest challenges of our time. Innovations based on chemistry play a pivotal role in overcoming these. New, resource-efficient solutions and business models are needed to decouple growth from the consumption of finite resources. Together with our customers from almost all sectors, we are working on innovative processes, technologies and products for a sustainable future. This is how we ensure our long-term business success and that of our customers. Innovation 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Innovation To Our Shareholders 1 About This Report =4 Innovation has always been the key to BASF's success, especially in a challenging market environment. The knowledge and skills of our highly qualified employees is our most valuable resource here and the source of our innovative strength. We had approximately 10,000 employees involved in research and development worldwide in 2020. Changchun Institute of Applied Chemistry Los Angeles, California Los Angeles, California NAO BasCat Battery and Electrochemistry Laboratory Karlsruhe Institute of Technology (KIT) Karlsruhe, Germany Zurich, Switzerland ETH Zürich I.S.I.S-University of Strasbourg Strasbourg, France University of Freiburg Freiburg, Germany Joint Research Network on Advanced Materials and Systems Our global network of outstanding universities, research institutes and companies forms an important part of our Know-How Verbund. It gives us direct access to external scientific expertise, talented minds from various disciplines as well as new technologies, and helps us to quickly develop targeted, marketable innovations, ■ Academic Research Alliances bundle partnerships by topic and region ■ Close cooperation with universities, research institutes and companies USC Global network ● BELLA Heidelberg University Heidelberg, Germany Catalysis Research Laboratory Massachusetts Institute of Technology Cambridge, Massachusetts University of Massachusetts Amherst, Massachusetts Harvard University Cambridge, Massachusetts Northeast Research Alliance ◆ NORA UC Riverside Riverside, California UC San Diego San Diego, California UC Irvine Irvine, California CaRLa JONAS Customer focus, digitalization, creativity, efficiency and collaboration with external partners Our cross-divisional corporate research remains closely aligned with the requirements of our operating divisions and allows space to review creative research approaches quickly and in an agile way. We strengthen existing and continually develop new, key technologies that are of central significance for our operating divisions, such as polymer technologies, catalyst processes or biotechnological methods. BASF Report 2020 BASF Report 2020 39 99 Research and development expenses by segment 2020 1 To Our Shareholders 2 Management's Report Innovation 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Surface Technologies BASF and IntelliSense.io, a leading industrial artificial intelligence (AI) company, have combined their expertise in mineral processing, ore beneficiation chemistry and industrial Al technology. The joint offering is called the BASF Intelligent Mine powered by IntelliSense.io and delivers Al solutions embedded with BASF's mineral processing and chemical expertise. The solution helps customers to make their mine operations more efficient, sustainable and safe, while offering a real-time decision-making platform. Each mining process, such as grinding, thickening, flotation and pumping, is supported by an Optimization as a Service application that pre- dicts and simulates future performance, generating process-specific recommendations for optimization. This enables customers to real- ize efficiency gains across the entire value chain. The Fourtune™ FCC catalyst is the latest addition to the refining catalysts portfolio. It is based on BASF's Multiple Framework Topology technology. Fourtune has been optimized to deliver supe- rior butylene over propylene selectivity while maintaining catalyst activity and performance. The technology provides an answer to the increased demand for octane since today's tighter sulfur regulations often require post treatment on the gasoline stream. This can nega- tively impact the octane pool. The higher butylene selectivity enables refineries to optimize gasoline octane and with it, their profitability. With GlasuritⓇ 100 Line and R-MⓇ AGILIS, BASF has introduced the most advanced waterborne basecoat technology for refinish coatings, offering outstanding efficiency and environmental advan- tages. The focus in product development was on sustainability, with the result that VOC levels are consistently below 250g/l. This is the lowest VOC level on the market, making the new product line the eco-friendliest automotive refinish coatings available. The innovative formulation optimizes the processing properties for fast and efficient application, enabling customers to cut process times by up to 35%. Another 20% can be saved from the reduction in material consump- tion. This allows body shops to reduce their CO2 emissions through faster application and shorter drying cycles. At the same time, they can increase profitability and improve their environmental footprint. Nutrition & Care Together with other quality ingredients from the BASF Home Care and Industrial & Institutional Cleaning portfolio, the cellulase LavergyⓇ C Bright 100 L harnesses the combined power of different technologies to achieve a sustainable, performance- differentiated solution. Lavergy® C Bright 100 L can be combined with other selective ingredients to prevent fabrics from graying. Whether whites or colors, cotton or synthetic fibers - clothes look like new even after multiple washes. Lavergy® C Bright 100 L also meets the criteria for various ecolabeling systems including EU Ecolabel and Blue Angel. Excellent cleaning performance and good environmental compatibility, as well as suitability for use with many types of fabric are the hallmarks of BASF's one-fits-all solution. BASF has launched the new fragrance Isobionics® Santalol, an alternative to sandalwood oil. Isobionics® Santalol is produced on a biotechnological basis from renewable raw materials and is 100% free of endangered sandalwood. Our fermentation technology ensures consistent high quality, effective production and year-round availability. Isobionics® Santalol resembles the floral heart of sandalwood oil and is particularly suitable for use in perfumes and exclusive personal care products thanks to its woody odor profile. Agricultural Solutions We leverage the potential of digitalization in agriculture to help farmers grow their business profitably and reduce their environmental footprint. Launched in 2020, the new outcome-based business model xarvioⓇ HEALTHY FIELDS provides a tailored, optimized field and season-specific crop protection strategy. By measuring and classifying externally induced plant stress, automatically defining buffer zones and recording biodiversity on and off arable land, it guarantees plant health and enables farmers to achieve agreed yield forecasts. This way, we respond to modern farming challenges, requirements by society and political action plans and contribute to more sustainable farming. In 2020, xarvioⓇ HEALTHY FIELDS received the Crop Science Award, one of the most important and renowned awards in the agricultural industry worldwide, for the “Best Innovation in Digital Farming Technology." Wheat is one of the most produced crops in the world and demand continues to increase based on the growing world population. Our agricultural innovations for wheat production contribute to food security, which will help to reach the U.N. Sustainable Development Goals (SDGs). Our R&D pipeline comprises solutions that help farmers to achieve better yield - balancing the needs of the environ- ment, society and agriculture. In 2020, we received the first registration worldwide for the new herbicide active ingredient TirexorⓇ. It will give wheat growers in Australia more choice for effective weed control to combat resistance and enable climate-smart, no-till farming. Further dossier submis- sions in other countries across Asia, South and North America are planned. BASF Report 2020 GlasuritⓇ 100 Line and R-M® AGILIS Waterborne basecoat technology Reduces volatile organic compounds (VOC) 40 Demand for biocide-free products with high scrub resistance and low levels of volatile organic compounds (VOC) has become a driving force in the European market for water-based interior paints in recent years. For 20 years, the market has been dominated by ethylene vinyl acetate dispersions, which cannot be used in bio- cide-free paints. BASF offers an attractive alternative: AcronalⓇ 6292. Acronal® 6292 is a styrene-acrylate binder that makes it possible to produce environmentally friendly, biocide-free and low-VOC paints. This has enabled BASF to successfully open up a new market segment that addresses customers' requirements around avoiding allergic reactions while maintaining the same product properties. meets additional health and safety requirements by enabling asphalt to be produced and processed at significantly lower process temperatures. The innovative additive enables faster completion times and reduces emissions, improving the carbon footprint and making roads more durable. Agricultural Solutions 40% Chemicals 5% Chemicals 9% Materials 8% Industrial Solutions €2,086 million 12% Surface Technologies 8% Nutrition & Care BASF's Styrodur® Hybrid is the next generation of the green insulation boards made from extruded polystyrene for customers in the construction industry. The hybrid version has vertical grooves on one side to bond better with the concrete. The simpler and cleaner processing leads to considerable time and cost savings in construction, for example by eliminating the need for full-surface adhesion. These advantages are in addition to the general benefits offered by Styrodur, such as high compressive strength, low mois- ture absorption, and excellent thermal insulation properties, which play a significant role in reducing CO₂ emissions and cutting heating costs. StyrodurⓇ Hybrid Insulation board with excellent thermal insulation properties Industrial Solutions Reduces CO2 emissions and cuts heating costs branded technology helps refiners and gas processors to meet their sulfur removal targets while reducing their carbon footprint. It ensures the highly selective removal of hydrogen sulfide (H2S) from gas streams while minimizing carbon dioxide (CO2) co-absorption. This provides a competitive advantage by increasing plant capacity and lowering investment and production costs. Materials OASE® sulfexx™ Energy-efficient amine gas treatment technology Highly selective removal of hydrogen sulfide (H₂S) ElastollanⓇ New generation of recyclable bicycle tubes based on ElastollanⓇ - Around 40% lighter than alternatives on the market Together with our partner Schwalbe, we have developed a new generation of bicycle tubes based on the thermoplastic polyurethane (TPU) ElastollanⓇ. The new Aerothan bicycle tube offers exceptional performance, puncture resistance and stable handling thanks to the special mechanical properties of ElastollanⓇ®. It is around 40% lighter than the established alternatives on the market, is easy to assemble and has a small packing size. Another advantage of the Aerothan bicycle tubes is that they are recyclable. They are made entirely of thermoplastic polyurethane and can be returned to the manufacturer, easily and free of charge, via the tube recycling program. The material of the old tubes is processed and then reused as sealing or insulating material. BASF's new additive for the asphalt industry, B2LastⓇ, has been designed for sustainable road construction. It extends pavement life while cutting CO2 emissions along the production chain. B2LastⓇ In 2020, BASF launched OASE® sulfexxTM 1- a new, energy-efficient amine gas treatment technology developed in cooperation with ExxonMobil Catalysts and Licensing LLC. The new OASE® sulfexx™ 34 40 5 Overviews Food and nutrition Resources, environment and climate Our focus areas in research are derived from the three major areas in which chemistry-based innovations will play a key role in the future: ■ Solvent-free polyurethane system for synthetic leather ■ Sustainable fungal disease control ■Innovative recycling method for lithium-ion batteries Research focus areas - examples For a multiyear overview of research and development expenditures, see the Ten-Year Summary on page 314 The number and quality of our patents also attest to our power of innovation and long-term competitiveness. In 2020, we filed around 950 new patents worldwide. The Patent Asset Index, a method that compares patent portfolios, once again ranked us among the leading companies in the chemical industry in 2020. Our global research and development presence is vital to our success. In Asia in particular, we want to continue advancing our research and development activities with a focus on growth in regional markets. A stronger presence outside Europe creates new opportunities for developing and expanding customer relationships and scientific collaborations as well as for gaining access to talented employees. This strengthens our Research and Develop- ment Verbund and makes BASF an even more attractive partner and employer. The Ludwigshafen site in Germany is and will remain the largest in our Research Verbund. This was once again under- lined with the investment in a combined laboratory building for cleanroom and elemental analysis. The new building is scheduled to open in 2022 and will enable us to continue to drive forward Analytics 4.0 with innovative digitalization and automation solutions. - Quality of life We have also identified additional, far-sighted topics that go above and beyond the current focus areas of our divisions. The aim is to use these to leverage new business opportunities within the next few years. In addition, we are working on overarching projects with a high technological, social or regulatory relevance. For instance, one global research and development program, the Carbon Management R&D Program, is focusing on the underlying energy- intensive production processes for basic chemicals. These basic chemicals account for around 70% of the CO2 emissions produced by the European chemical industry.1 The program covers topics such as the development of new catalysts for dry reforming methane with CO2 to produce syngas, and using methane pyrolysis to produce hydrogen from natural gas or biogas. 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Innovation To Our Shareholders 1 About This Report 36 36 We are fine-tuning our innovation strategies in all of our business areas to ensure a balanced portfolio of incremental and disruptive innovation, as well as of process, product and business models. Innovations in the segments - examples Recycling lithium-ion batteries Recovery of high-purity lithium High yields Employees from the Process Research & Chemical Engineering research division in Ludwigshafen, Germany, are developing a new chemical process to recycle lithium-ion batteries. It enables the lithium contained in the battery to be recovered in high purity and with high yields. The batteries are first disassembled and shredded, which creates a substance known as "black mass." This contains valuable resources such as lithium, cobalt and nickel. In BASF's new process, lithium is extracted directly from the black mass as lithium hydroxide, not initially as lithium carbonate like in other processes. After purification to battery quality, with foreign ions removed to trace level, the lithium hydroxide can be used directly to produce cathode active materials. The process avoids waste and has lower CO2 emissions and energy costs than existing methods. The team successfully completed the first pilot tests in 2020 and are currently designing a pilot plant. Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders About This Report BASF Report 2020 For more information on our aid measures during the coronavirus pandemic, see page 49 In 2020, BASF experts supported the search for improved derivatives of active ingredients to combat the SARS-CoV-2 coronavirus and provided academic working groups with free access to substances from its compound library, comprising several million entries. Our researchers were additionally involved in the global search for a substance that inhibits what is known as the viral main protease, an essential enzyme of the virus. This inhibitor aims to stop the virus from multiplying in the human body. Using an internally developed computer program and the supercomputer Quriosity, our researchers were able to identify and optimize numerous new molecules. With the help of the supercomputer, BASF also tested around 1.2 billion synthetically producible compounds for their potential to inhibit the main protease of the SARS-CoV-2 virus. BASF does not develop or produce its own vaccine. We are involved in numerous development projects to treat or prevent COVID-19 with our pharmaceutical ingredients. For more information on research and development, see basf.com/innovations - Haptex®, a solvent-free polyurethane system for synthetic leather, was developed by a team from the Advanced Materials & Systems Research research division and the Performance Materials division. Until now, polyurethane resin for synthetic leather has mainly been produced using the solvent dimethylformamide. BASF researchers have now succeeded in modifying the polyurethane formulation so that synthetic leather can be produced without organo-tin catalysts or organic solvents. Thanks to its optimized formulation, Haptex® is also low-emission and well compatible with water-based top layers in synthetic leather. Custom HaptexⓇ synthetic leather grades do not yellow, are chemically resistant, very soft and the surface can be structured using embossing techniques. In cooperation with our customers, our experts also simplified the complex production process. Its many customizable properties mean that our customers can use Haptex® for a wide range of synthetic leather applications in industries such as furniture, automotive, footwear, sporting equip- ment, clothing and accessories. BASF supports search for active ingredients to combat the SARS-CoV-2 coronavirus Simplified production process Solvent-free polyurethane solution for synthetic leather Haptex® - Higher yield Fungicide protects key crops against fungal diseases RevysolⓇ 37 BASF Report 2020 1 Sources: JRC (Energy efficiency and GHG emissions: Prospective scenarios for the Chemical and Petrochemical Industry 2017, Boulamanti A., Moya J.A.); DECHEMA Technology Study (Low carbon energy and feedstock for the European chemical Industry, 2017) Triazole fungicides are crucial to fungal disease control in key crops such as wheat, corn (maize) and rice. Developing a new, sustainable active ingredient in this class of fungicides requires new approaches to research and development and the use of cutting-edge scientific tools to overcome increasing resistances and meet high regulatory requirements. No new triazole fungicide has been registered for more than 10 years. An interdisciplinary team from the research division Bioscience Research and the Agricultural Solutions segment adopted a new research approach to test and optimize the biologi- cal efficacy and the toxicological parameters of triazole fungicides at an early stage of development. Thousands of compounds were designed, synthesized and tested using 3D modeling. Today, BASF's RevysolⓇ fungicide offers farmers around the world an effective, innovative crop protection product that protects their crops against fungal diseases and increases their yield. In 2020, the team won BASF's internal innovation award for their work. BASF Report 2020 Corporate research, Other 18% Furthermore, we comment on and forecast sales at Group and segment level in our financial reporting as a significant driver for EBIT before special items and thus ROCE. QMNATION DECENT WORK AND -0.5% >-0.4% Grow sales volumes faster than global chemical production every year MCO 12 10 RESPONSIBLE ECOND GROWTH For more information, see page 113 DECENT WORK AND 68% 80% Σ For more information, see page 56 Have 80% of our suppliers improve their sustainability performance upon re-evaluation QMSTRY NONATION ANDIRASTRUCTURE 8 CENUME GROWTH DECENT MORK AND 1.7% >9% ECENEME GROWTH For more information, see page 56 Σ Resource efficiency and safe production Reduce worldwide process safety incidents per 200,000 working hours to ≤0.1 by 2025 >€3.30 Increase the dividend per share every year based on a strong free cash flow 8 DECENT WORK AND 0.3 ≤0.1 Reduce the worldwide lost-time injury rate per 200,000 working hours to ≤0.1 by 2025 ☑ STRICTURE Σ 80% For more information, see page 58 onward -10.7% 3%-5% For more information, see page 123 Increase EBITDA before special items by 3%-5% per year QDECENT WORK AND OECONOMIC GROWTH 0.3 ≤0.1 SDG 2020 status Target DECENT WORK AND SDG 2020 status Target 90% The OECD Guidelines for Multinational Enterprises · The core labor standards of the ILO and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) - The Universal Declaration of Human Rights and the two U.N. Human Rights Covenants - The 10 principles of the U.N. Global Compact Entrepreneurial: We focus on our customers, as individuals and as a company. We seize opportunities and think ahead. We take ownership and embrace personal accountability. Responsible: We value the health and safety of people above all else. We make sustainability part of every decision. We are commit- ted to strict compliance and environmental standards. Open: We value diversity, in people, opinions and experience. This is why we foster feedback based on honesty, respect and mutual trust. We learn from setbacks. Creative: We make great products and solutions for our customers. This is why we embrace bold ideas and give them space to grow. We act with optimism and inspire one another. are binding for all employees and provide the framework for our actions - The Responsible Care® Global Charter Our values and standards About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Our values and global standards [Our values and global standards] For more information on the development of these indicators, see Results of Operations from page 56 onward How we act is critical to the successful implementation of our strat- egy and how our stakeholders perceive us. This is what our four core values represent: creative, open, responsible, entrepreneurial. They guide our actions and define how we want to work together - as a team, with our customers and our partners. €3.30² - The German Corporate Governance Code Our targets Cover 90% of our relevant spend with sustainability evaluations by 2025 Achieve a return on capital employed (ROCE) considerably above the cost of capital percentage every year SDG1 2020 status Target Profitable growth [Responsible procurement Status of Target Achievement in 2020 Status of Target Achievement in 2020 5 Overviews We stipulate rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with volun- tary commitments and monitor our performance in terms of environ- mental protection, health and safety using our Responsible Care Management System. We mainly approach our adherence to international labor and social standards using three elements: the Compliance Program including our Code of Conduct and compliance hotlines, close dialog with our stakeholders, and the global manage- ment process to respect international labor norms. Our business partners are expected to comply with prevailing laws and regulations and to align their actions with internationally recognized principles. We have established appropriate monitoring systems to ensure this. For more information on responsible conduct along the value chain, see page 110 onward For more information on corporate governance and compliance, see page 167 onward 4 Consolidated Financial Statements 2 Management's Report To Our Shareholders 1 About This Report 4 31 BASF Report 2020 The objective of these targets is to steer our business into a sustain- able future, and at the same time, contribute to the implementation of the United Nations' Sustainable Development Goals (SDGs) (see page 42). We are focusing on issues where we as a company can make a significant contribution, such as climate protection, sustain- able consumption and production, and fighting hunger. We want to grow faster than the market, further increase our profit- ability, achieve a return on capital employed (ROCE) considerably above the cost of capital percentage and increase the dividend per share every year based on a strong free cash flow. In addition to these financial targets, we pursue broad sustainability targets. For example, we have resolved to limit total greenhouse gas emissions from our production sites and our energy purchases to the 2018 level while growing production volumes. We want to strengthen the sustainability focus of our product portfolio and significantly increase sales of Accelerator products. We also strive to strengthen sustain- ability in our supply chains and use natural resources responsibly. We want to further improve safety in production. In addition, we aim to promote diversity within the company and create a working environment in which our employees feel that they can thrive and perform at their best. Business success tomorrow means creating value for the environ- ment, society and business. That is why we have set ourselves ambitious global targets along our entire value chain and the three dimensions of sustainability. We report transparently on our target achievement so that our customers, investors, employees and other stakeholders can track our progress. 3 Corporate Governance For more information, see page 13 Our standards fulfill and in some cases, exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: Σ Calculating ROCE and cost of capital 1 As part of our corporate strategy and the global targets derived from this, we have also used CO2-neutral growth and Accelerator sales as the most important nonfinancial key performance indicators since the 2020 business year. Two targets are based on these indicators: sustainability-oriented portfolio management with our Sustainable Solution Steering method and CO2-neutral growth. We follow a value-oriented steering concept with our financial targets. We use the return on capital employed (ROCE) for operational steering as a key target and management indicator for the BASF Group, its operating divisions and business units. As stated in our strategic goals, we aim to achieve a ROCE considerably above the cost of capital percentage every year. With ROCE, the same logic and data is used for internal management, external communication with the capital markets and variable compensation. This improves the consistency of the indicators used for BASF's value-based management with variable compensation and pension systems, and our shareholders' objectives. The BASF Group's steering concept A company can only create value in the long term if it gener- ates earnings that exceed the cost of the capital employed. This is why we encourage and support all employees in thinking and acting entrepreneurially in line with our value- based management concept. Our key financial management indicator is the return on capital employed (ROCE). Based on our corporate strategy and the global targets derived from this, we have used CO2-neutral growth and Accelerator sales as additional key performance indicators since January 1, 2020. These are the BASF Group's most important nonfinan- cial key performance indicators. Value-Based Management 5 Overviews Consolidated Financial Statements 4 ROCE is calculated as the EBIT of the segments as a percentage of the average cost of capital basis at each month-end. 3 Corporate Governance 1 To Our Shareholders About This Report 32 32 BASF Report 2020 2 Dividend proposed by the Board of Executive Directors 1 For more information on the Sustainable Development Goals (SDGs), see page 42 and sustainabledevelopment.un.org Most important key performance indicators J M 2 Management's Report Value-Based Management For more information, see page 145 To calculate the EBIT of the segments, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other, which are not allocated to the divisions. The cost of capital percentage, which we have integrated into our ROCE target as a comparative figure, is determined using the weighted cost of capital from equity and borrowing costs (weighted average cost of capital, WACC). To calculate a pre-tax figure similar to EBIT, it is adjusted using the projected tax rate for the BASF Group for the business year. In addition, the projected net expense of Other is already provided for by an adjustment to the cost of capital percentage. The cost of equity is ascertained using the capital asset pricing model. Borrowing costs are determined based on the financing costs of the BASF Group. The cost of capital percentage for 2021 is 9% (2020: 9%). - Capital expenditures (capex) comprise additions to property, plant and equipment excluding additions from acquisitions, IT investments, restoration obligations and right-of-use assets aris- ing from leases. It is used to manage capital employed in the BASF Group. Capex is not just relevant to ROCE management, but also supports our long-term goal of increasing our dividend each year based on a strong free cash flow. The development over time. Special items arise from the integration of acquired businesses, restructuring measures, certain impair- ments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise outside of ordinary business activities. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Value-Based Management 1 To Our Shareholders About This Report 33 The cost of capital basis consists of the operating assets of the segments and is calculated using the month-end figures. Operating assets comprise the current and noncurrent asset items of the segments. These include tangible and intangible fixed assets, inte- gral investments accounted for using the equity method, inventories, trade accounts receivable, other receivables and other assets generated by core business activities and, where appropriate, the assets of disposal groups. The cost of capital basis also includes customer and supplier financing. - EBIT before special items is used to steer profitability at Group and segment level. This is calculated by adjusting the EBIT reported in the Consolidated Financial Statements for special items, making it especially suitable for assessing economic An important part of our value management is the target agreement process, which aligns individual employee targets with BASF's targets. As of 2019, the most important financial performance indi- cator in the operating units is ROCE. The other units' contribution to value is also assessed according to effectiveness and efficiency on the basis of quality and cost targets. To assess this, we use metrics such as BASF's internal service score in the service and research units. Value-based management throughout the company For more information on sustainability-oriented portfolio management, see page 45 onward Accelerator sales refer to sales generated by the BASF Group from products in our strategic portfolio to third parties in the business year concerned. As part of our corporate strategy, we set ourselves the global target of achieving €22 billion in Accelerator sales by 2025. Calculation of Accelerator sales¹ For more information on CO2-neutral growth, see page 130 onward from the generation of energy for third parties are not considered here. Relevant emissions include other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents. We aim to grow CO2-neutrally until 2030 compared with baseline 2018. The definition and further information can be found in the Sustainable Solution Steering manual at basf.com/en/sustainable-solution-steering We calculate the indicator CO2-neutral growth on the basis of CO2 emissions, which are the sum of direct emissions from production processes and the generation of steam and electricity, as well as indirect emissions from the purchase of energy. Direct emissions Calculation of the indicator "CO2-neutral growth until 2030" We use ROCE as the BASF Group's most important financial key performance indicator for measuring economic success as well as for steering the BASF Group and its operating units. EBIT before special items and capex (capital expenditure) are key performance indicators for BASF that have a direct impact on ROCE and as such, support its management. QO BASF Report 2020 For more information, see page 45 onward 2020 status Target Employee engagement and diversity QO AND PRODUCTION For more information, see page 139 12 RESPONSIBLE CLEAN WATER 46.2% 100% SDG Introduce sustainable water management at our production sites in water stress areas and at our Verbund sites by 2030 For more information, see page 123 13 20.8 MMT ≤21.9 (Development of carbon emissions compared with baseline 2018) Grow CO2-neutrally until 2030 2020 status SDG Effective climate protection AND PRODUCTION Target ☑ For more information, see page 130 onward MMT 30% Increase the proportion of women in leadership positions with disciplinary responsibility to 30% by 2030 DECENT WORK AND 12 CLIMATE 82% >80% 13 billion More than 80% of our employees feel that at BASF, they can thrive and perform at their best SSS €16.7 €22.0 billion 12 RESPONSIBLE 2 5 CLEAN WATER GENDER Target 2020 status Sustainable product portfolio SDG For more information, see page 146 onward Achieve €22 billion in Accelerator sales by 2025 24.3% 2 Management's Report Integration of Sustainability BASF Report 2020 1 To Our Shareholders About This Report 64 46 4 Consolidated Financial Statements 3 Corporate Governance Attractive and fair employer Health protection Employees and management Fair and reliable business relationship Support in complying with our Supplier Code of Conduct (environmental and social requirements) - Support for local communities Suppliers - Safe, disruption-free operations Attractive jobs Opportunities for professional development 5 Overviews Through our social engagement, we want to take into account the needs of the communities surrounding our production sites world- wide, help achieve the United Nations' Sustainable Development Goals (SDGs), and have a positive long-term impact on the environ- ment and society. This is why social engagement is a cornerstone of our corporate social responsibility. Our social engagement policy was updated in 2020 and provides the guardrails for our activities. It stipulates that all social engagement measures worldwide must be conducted in line with our compliance policy, BASF's strategy and our sustainability commitments. We want to have a positive impact on society in our three focus areas: future health, future skills and future resources. We support projects that aim to have a lasting impact on specific target groups and offer learning opportunities for participating cooperation partners and BASF. Our political advocacy is conducted in accordance with transparent guidelines and our publicly stated positions. The same applies to our activities in associations. For instance, we published an Industry Associations Review comparing the energy and climate protection positions of BASF and the most important associations of which we are a member, with explanations on our approach. About This Report 47 Community BASF Report 2020 We support the Espérance Banlieues program in France for children from elementary and high schools in 17 low socioeconomic areas with our Kids' Lab program. The hands-on program provides a play- based introduction to science and teaches topics such as a healthy diet. The program ultimately aims to prevent early school leaving and to make it easier to access further education. During the coronavirus pandemic, BASF France supported partner schools with donations of protective face masks and disinfectant. We foster societal integration, particularly of low-achieving young people and refugees, with our Start in den Beruf and Start Integra- tion programs. In 2020, 106 young people in the BASF Training Verbund participated in these two programs in cooperation with partner companies in the Rhein-Neckar metropolitan region. The goal is to prepare participants for an apprenticeship within one year, and ultimately secure the long-term supply of qualified employees for BASF and in the region as a whole. Since being launched at the end of 2015, BASF's Start Integration program has supported around 420 refugees with a high probability of being granted the right to remain in Germany, helping to integrate them into the labor market. We spent around €2.6 million on the BASF Training Verbund in 2020. - We are a member of Wissensfabrik - Unternehmen für Deutsch- land e. V., a network of over 130 companies and organizations with close links to business that supports children, young people, stu- dents and young entrepreneurs through its involvement with educa- tional institutions and start-ups. The focus is on school projects that provide hands-on experience with STEM (science, technology, engineering and mathematics). Due to the coronavirus pandemic, the project's initiatives (such as IT2School Gemeinsam IT entdecken and KiTec - Kinder entdecken Technik) were also offered in digital formats, allowing these educational programs to continue even as school operations were restricted. In 2020, we once again met with the Stakeholder Advisory Council to discuss important aspects of sustainability. The main topics were climate protection, circular economy and sustainable finance. The Human Rights Advisory Council discussed impacts on selected aspects of our products' value chains and interacting with vulnerable groups. nonprofit organizations with the Gemeinsam Neues schaffen program. ■ BASF as a responsible neighbor at our sites worldwide ■ Contribution to the United Nations' Sustainable Development Goals Social engagement For more information on the Industry Associations Review, see basf.com/corporate governance For more information on the BASF Climathon, see climathon.basf.com For more information on stakeholder dialog, see basf.com/en/stakeholder-dialog For more information on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication personal carbon footprints to supporting customer-focused busi- ness ideas. We also use digital formats to initiate dialog on sustainability topics. The first Climathon was held in November 2020 as an initiative for employees. During the one-day hackathon, teams of (IT) experts developed digital solutions for sustainability issues, from calculating We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we promote open exchange between citizens and our site management and strengthen trust in our activities. Our globally binding require- ments for community advisory panels are based on the grievance mechanism standards in the United Nations' Guiding Principles on Business and Human Rights. We keep track of their implementation through the existing global databank of the Responsible Care Management System. BASF does not financially support political parties. In the United States, employees at BASF Corporation have exercised their right to establish a Political Action Committee (PAC). The BASF Corporation Employee PAC is an independent, federally registered employee association founded in 1998. It collects donations for political pur- poses and independently decides how these are used, in accor- dance with U.S. law. As a responsible neighbor at our Ludwigshafen site and a partner in the Rhine-Neckar metropolitan region, our social engagement in Germany includes strengthening participation and integration of disadvantaged groups as well as promoting research and discovery. It is particularly important to us that we work together with our partners to increase the impact of individual measures. In the project #WirGestalten Schule, for example, we are working with our partners to improve education equality. We promote cooperation between - Jobs and taxes 1 To Our Shareholders Responsible and trustworthy partner 45 BASF Report 2020 In 2020, we generated sales of €16.7 billion with Accelerator products (2019: €15.0 billion). Accelerator products account for 30.9% of the evaluated relevant portfolio. Performer products account for 56.4% and Transitioner products for 12.6% of the solutions assessed. Sales of Accelerator products rose by 11% 64 72 €22 billion Increase sales from Accelerator products to 2019 About This Report 2020 2019 6,799 2020 2025 target bebuejeyo 2 The definition of the relevant portfolio and further information can be found in the Sustainable Solution Steering manual at basf.com/en/sustainable-solution-steering 1 To Our Shareholders 1 Parts of the relevant portfolio have not yet been evaluated, including the integrated polyamide business acquired from Solvay in 2020. 4,705 - Production of safe products in compliance with environ- mental and social standards 2 Management's Report Integration of Sustainability 4 Society: politics, NGOs, media Our stakeholders include customers, employees, partners and suppliers, investors, representatives from academia, industry, politics and society, as well as from the communities surrounding our production sites. Parts of our business activities, such as the use of certain new technologies or our environmental impacts, are often viewed by stakeholders with a critical eye. We take these questions seriously, initiate dialogs and participate in discussions. Such ongoing exchange with our stakeholders helps us to even better understand what matters to groups of society, what they ■ Continuous dialog with our stakeholders Stakeholder engagement Strong long-term share performance Attractive dividend yield - Innovative and sustainable solutions - Reliable partner Customers 3 Corporate Governance We draw on the competence of global initiatives and networks, and contribute our own expertise. We are active in worldwide initiatives with various stakeholder groups. For instance, we have been a member of the U.N. Global Compact (UNGC) since its establish- ment in 2000. As a recognized LEAD company, we contribute to the implementation of the Agenda 2030 and the associated goals. We support UNGC Action Platforms, for example on Good Health and Well-being (SDG 3), and contribute to the UNGC Expert Network. To celebrate the 75th anniversary of the United Nations on Septem- ber 21, 2020, we reaffirmed our commitment to the UNGC and pledged our support for the Women's Empowerment Principles and the CFO Principles on Integrated SDG Investments and Finance. BASF is also active in 16 local Global Compact networks. Stakeholder demands and expectations of BASF BASF was awarded the 2020 CSR Prize by the German federal government, which highlighted BASF's long-standing commitment to CSR (corporate social responsibility) and its comprehensive sustainability strategy. In its justification, it emphasized BASF's pioneering role, particularly in integrated reporting and the disclo- sure of CO2 emissions, and the fact that BASF also encourages the expect of us and which measures we need to pursue in order to establish and maintain trust, build partnerships, and increase socie- tal acceptance for and the sustainability of our business activities. In doing so, we want to harness potential for mutual value creation and strengthen the legitimacy of our business activities - our license to operate. For important topics, we systematically identify key stake- holders at an early stage to discuss critical questions with them. Relevant considerations include their topic-specific expertise and willingness to engage in constructive dialog. For more information on Sustainable Solution Steering, see basf.com/en/sustainable-solution-steering If, during reassessment of our portfolio, we identify products with substantial sustainability concerns, we classify these as "Challenged." Challenged products account for around 0.1% of the evaluated relevant portfolio. We develop and implement action plans for all products in this category. These include research projects and refor- mulations to optimize products, or even replacing the product with an alternative. To systematically align our portfolio with contributions to sustainability, as of 2018, we will phase out all Challenged products within five years of initial classification as such at the latest. We strive to offer products that make a greater contribution to sustainability in their area of application to live up to our own commitments and meet our customers' demands. This is why our Sustainable Solution Steering method is used in areas such as our research and develop- ment pipeline, in business strategies as well as in merger and acqui- sition projects. compared with the previous year. This is primarily attributable to the positive development of Accelerator sales in the Surface Technolo- gies and Agricultural Solutions segments. In the Agricultural Solutions segment, the first-time assessment of the seed business acquired from Bayer contributed to the increase. 5 Overviews Consolidated Financial Statements implementation of sustainability at other companies in the industry through transparency. 2 Management's Report Integration of Sustainability Invest- ments 4 Consolidated Financial Statements 4,075 559 3,516 €3,516 million 21 21 Nutrition & Care 14% 794 691 103 Others (infrastructure, R&D) 4% Agricultural Solutions 12% Total Acquisi- tions 24% Chemicals Additions to property, plant and equipment by segment in 2020 For more information on investments within the segments, see page 69 onward facilities are scheduled for completion in 2022. We started up a plant for emissions catalysts in Shanghai, China. 3,619 1,250 4,869 Surface Technologies 16% Industrial Solutions 9% Transparently classifying our products on the basis of their contribu- tion to sustainability enables us to systematically improve them. Accelerator products make a substantial sustainability contribution in the value chain. These include catalysts that reduce emissions to the environment, biodegradable mulch films for agricultural applications, and high-performance insulation materials for higher energy savings and reduced material use in building construction. Based on our corporate strategy, we have set ourselves a global target: We aim to make sustainability an even greater part of our innovation power and achieve €22 billion in Accelerator sales by 2025. 50 50 54% Europe a Including restoration obligations, IT investments and right-of-use assets arising from leases €3,516 million North America 29% South America, Africa, Middle East 3% Asia Pacific 14% Total Additions to property, plant and equipment by region in 2020 1 Additions to property, plant and equipment excluding acquisitions, restoration obligations, IT investments and right-of-use assets arising from leases In Asia, we continued to drive forward construction of the new inte- grated Verbund site in Zhanjiang, China, in 2020. The first production In North America, we continued construction of an MDI synthesis unit in Geismar, Louisiana, and started up the first plants. In Europe, construction continued for another production plant for vitamin A at the Ludwigshafen site in Germany. It is scheduled for startup in 2021. We are expanding the ethylene oxide complex in Antwerp, Belgium, and are building production plants for battery materials and their precursors in Harjavalta, Finland, and Schwarz- heide, Germany. Investments in property, plant and equipment amounted to €3,516 million in 2020 (2019: €3,839 million). Capex' accounted for €2,878 million of this amount (2019: €3,349 million). Our invest- ments in 2020 focused on the Chemicals, Materials, Surface Tech- nologies and Nutrition & Care segments. Investments a Including restoration obligations, IT investments and right-of-use assets arising from leases 20% Materials BASF Report 2020 3 Corporate Governance of which goodwill Property, plant and equipmentª Investments and acquisitions 2020 Million € Using our procurement networks Within a very short period of time, we modified production processes at plants in different countries to manufacture urgently needed disinfectants - products that are not usually part of BASF's portfolio. Employees in countries such as Brazil, Germany, France, the Netherlands, Switzerland, Spain, Turkey and the United States helped to avoid local bottlenecks with their team spirit and great flexibility. In Europe alone, BASF produced more than 900,000 liters of disinfectant between March and December and donated this to hospitals, medical workers, care homes, local government, educa- tional institutions and nonprofit initiatives such as UNO-Flüchtlings- hilfe, the German partner of the U.N. refugee agency. Production and donation of disinfectants Our activities to fight the coronavirus were wide-ranging: We produced and donated disinfectant, supplied personal protec- tive equipment, supported medical facilities and food bank initiatives, and contributed our expertise to medical research. Civil society, government, business and the nonprofit sector must work closely together to overcome the coronavirus pandemic. Our Helping Hands aid campaign contributed to the fight against the novel coronavirus - as part of society, as a partner at our sites and as an international company. We used our expertise in research, production, procurement and logistics to help during the crisis. [Helping Hands - our aid measures during the coronavirus pandemic] 48 BASF Report 2020 1 As of 2020, we report a total figure for our social engagement activities. Consequently, a graphic representation of individual expenses, as shown in the 2019 report, is no longer provided. The figure includes all consolidated companies with employees, including joint operations. A large part of the expenses in 2020 related to activities in connection with the Helping Hands initiative. For more information on social engagement at our sites, see ludwigshafen.basf.de/commitment For more information on our social engagement around the world, see basf.com/en/engagement For more information on Starting Ventures, see basf.com/en/starting-ventures ~€76 million BASF Group expenses for social engagement activities 1 In the area of international development work, we support BASF Stiftung, an independent nonprofit organization, with donations for its projects with various U.N. organizations. The 2020 year-end donation campaign in favor of BASF Stiftung supported the United Nations World Food Programme's (WFP) efforts to deliver humani- tarian food aid in Yemen. A total of around €396,600 was raised for WFP from donations by the employees of participating German Group companies and BASF. A donation of €65 can feed a family in Yemen for one month. We promote resource stewardship with different programs around the world, such as our Water Producer Program. This was estab- lished in 2011 through a partnership between BASF's Guaratinguetá site in Brazil, the organization Fundação Espaço ECO® and local government. BASF sponsors the program and wants to strengthen the local community and environment with the initiative. The program aims to support conservation measures usually performed by farmers such as the reforestation of riverbank woodlands, soil restoration and protecting native plants and water sources - with financial assistance and training from the organization's environ- mental consultants. Since being founded, the program has supported more than 60 farmers. It directly contributes to water conservation in the Ribeirão Guaratinguetá basin, which supplies 90% of communities in the area. The Fundação Espaço ECO® was founded by BASF in Brazil and supports BASF business units and other customers on their journey to becoming more sustainable. The organization celebrated its 15th anniversary in 2020. We aim to create long-term value for BASF and society with new business models and cross-sector partnerships. Our Starting Ven- tures program helps people with precarious livelihoods to improve their income-earning opportunities and their quality of life. At the same time, the program provides access to new markets and partners, and strengthens our contribution to reaching the SDGs. For example, we support the Waste-2-Chemicals project in Lagos, Nigeria, in which citizens help to keep the city clean by collecting and sorting plastic waste. The plastic waste is converted into pyrolysis oil in a chemical recycling process and used as feedstock in the production of high-quality chemical products. BASF cooperates with the organizations Wecyclers and RecyclePoints to make this circular value creation process possible. We are also planning to build centers where plastic waste can be collected and converted into pyrolysis oil. In this way, we want to provide local collectors and their families with a regular income in the future. 5 Overviews Given the strained supply situation at the beginning of the pandemic, we used our procurement networks to purchase more than 100 mil- lion protective masks and donate these to the Federal Republic of Germany and the state of Rhineland-Palatinate. We also supported local healthcare facilities in many other countries, including Belgium, Brazil, China and the United States, by providing masks, protective eyewear, protective clothing and materials to protective visors free of charge. Assistance initiatives and programs for those in need Together, BASF SE and BASF Stiftung also established assistance initiatives and programs for those in need. An assistance fund focused on organizations that provide and distribute food to those in need. Other institutions, individuals and BASF employees could also donate to the fund. BASF Stiftung provided assistance to those who have suffered long-term loss of income due to COVID-19 illness or whose households were in financial distress as a result of the pandemic. We also donated to hospitals and healthcare providers in the communities surrounding our sites in China, India, Italy, South Korea, Poland and Spain, for example. Investments and acquisitions alike are prepared by interdisciplinary teams and assessed using various criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. In addition, we are refining our portfolio through acquisitions that promise above-average profitable growth as part of the BASF Verbund to help reach a relevant market position. A key considera- tion is that these are innovation-driven or offer a technological differ- entiation, and make new, sustainable business models possible. With a world market share of more than 40%, China is today the largest chemical market and drives the growth of global chemical production. We expect China's share to increase to around 50% by 2030. To continue to participate in this growth in Asia in the future, we plan to build an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. Construction of the first plants started in 2020. We also plan to expand the site we operate together with our partner Sinopec in Nanjing, China. For more information on our investments from 2021 onward, see page 157 By investing in our plants, we create the conditions for the profitable growth we strive for while constantly improving the efficiency of our production processes. For the period from 2021 to 2025, we have planned capital expenditures (capex)1 totaling €22.9 billion worldwide. In addition to innovations, investments make a decisive contribution toward achieving our ambitious growth goals. We use targeted acquisitions to supplement our organic growth. Material Investments and Portfolio Measures The BASF Group's Business Year Intangible assets 5 Overviews 3 Corporate Governance 2 Management's Report Material Investments and Portfolio Measures 1 To Our Shareholders About This Report 49 BASF Report 2020 We also made our expertise and infrastructure available for research into the virus, for example, in the search for active ingredients to treat COVID-19 patients. Our supercomputer Quriosity identified and optimized promising molecules for public research projects (see page 38 for more information). In addition, we opened our expertise and laboratory facilities to TÜV Nord at the BASF Innovation Campus in Shanghai, China, where quality checks on protective face masks were conducted on behalf of the German Federal Ministry of Health. For more information on the Helping Hands aid campaign, see basf.com/en/helping-hands BASF infrastructure supports search for active ingredients 4 Consolidated Financial Statements Significant sustainability concern identified and action plan in development or implementation the positive contribution and minimize the negative effects of our business activities. A significant steering tool for the product portfolio, based on the sustainability performance of our products, is the Sustainable Solution Steering method. By the end of the 2020 business year, we had evaluated 98.4%¹ of the relevant portfolio.2 This refers to the BASF Group's sales from products in its strategic portfolio to third parties in the business year concerned. By the end of 2020, sustainability analyses and assessments had been conducted for more than 57,000 specific product applications, accounting for €54.1 billion in sales. These consider the products' application in various markets and sectors. New market requirements arise as a result of the continuous development of new product solutions in the industry or changing regulatory frameworks. This has an effect on comparative assessments, which is why we regularly reassess our product portfolio. Prioritization and grouping - External inquiries - Value to Society results - Prior materiality analyses topics (around 100) based on Complete list of potentially relevant Identifying and assessing sustainability topics 1, 2 For more information on compensation structures, see the Compensation Report on page 183 onward For more information on the organization of our sustainability management, see basf.com/sustainabilitymanagement in internal workshops For more information on our risk management, see pages 158 to 166 contribute their perspectives to discussions with BASF's Board of Executive Directors. The HRAC is led by our Chief Compliance Officer. It comprises external human rights specialists and internal experts, who advise senior management. This help us to build on our strengths in how we handle human rights and address potential for improvement. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Integration of Sustainability To Our Shareholders 1 About This Report We systematically evaluate sustainability criteria, including the effects of climate change, as an integral part of decisions on acqui- sitions and investments in property, plant and equipment or financial assets. In this way, we not only assess economic dimensions, but also the potential impacts on areas such as the environment, human rights or the local community. We evaluate both the potential impacts of our activities as well as which effects we are exposed to. For more information on our financial and sustainability targets, see page 32 Harnessing business opportunities and measuring value added by sustainability ■ Product Carbon Footprints (PCFs) for around 45,000 sales products by the end of 2021 We take advantage of business opportunities by offering our customers innovative products and solutions that support their sustainability goals. We ensure that the business units automatically evaluate and take into account relevant sustainability criteria when they develop and implement strategies, research projects and inno- vation processes. 43 BASF Report 2020 BASF also plans to make the individual carbon footprints for around 45,000 sales products available by the end of 2021 with the help of a new, in-house digital solution. PCFs comprise all product-related greenhouse gas emissions that occur until the BASF product leaves the factory gate for the customer: from the purchased raw material to the use of energy in production processes (Scope 1-3). Calculating PCFs creates transparency for our customers and partners, enabling us to develop plans together to reduce CO2 emissions along the value chain up to the end product. To achieve this, we need to continually improve our understanding of how our actions impact society and the environment. We already have many years of experience of this from evaluating our products and processes using methods such as Eco-Efficiency Analyses, the SEEbalance® Socio-Eco-Efficiency Analysis, our Sustainable Solu- tion Steering portfolio analysis, or BASF's corporate carbon foot- print. 1 Our stakeholders also confirmed the materiality of the nonfinancial topics that the Value to Society approach identified as having an impact along the value chain. 2 Quantitative thresholds for defining material topics have not been set due to the complexity of the assessment methods used for each dimension of materiality. The final list of topics is based on an expert comparison of the results of all the assessment approaches described. or relevant under the Global Reporting Initiative) Material topics (according to the CSR Directive Implementation Act confirmed by surveys and interviews with external experts - Results complemented and - Big data analysis based on external publications - Positive and negative effects of individual sustainability trends on the businesses analysed based on meta-study - Business units surveyed as part of strategy development - Monetization of positive and negative effects along the value chain - Topics with impacts that cannot be expressed in monetary terms included based on expert assessments Value to Society approach Relevance for our stakeholders Impact on BASF Impact of BASF BASF evaluation approach We want to measure the value proposition of our actions along the entire value chain. We are aware that our business activities have an impact on the environment and society, and so we strive to increase 42 BASF Report 2020 We also established an external, independent Stakeholder Advisory Council (SAC) in 2013 and a Human Rights Advisory Council (HRAC) in 2020. In the SAC, international experts from academia and society The Board of Executive Directors and the Supervisory Board are regularly briefed on the current status of individual sustainability topics. In addition, the Board of Executive Directors is informed about sustainability evaluations in business processes, for example, in the case of proposed investments and acquisitions. It makes decisions with strategic relevance for the Group and monitors the implementation of strategic plans and target achievement. The Corporate Sustainability Board, which is composed of heads of business and Corporate Center units and regions, supports the Board of Executive Directors on sustainability topics and discusses operational matters. A member of the Board of Executive Directors serves as chair. 41 BASF Report 2020 1 R&D expenses reported under Other BASF joined the AGROS program in 2020, a collaboration between the Netherlands-based Wageningen University & Research and 26 private partners looking into autonomous vegetable growing. The aim is to make best use of technology and accelerate innovation in order to meet the growing demand for food, while preserving natural resources. We are focusing even more strongly on the needs of our consumers with the joint development of a connected, data-driven, automated and sustainable production system. Further research relates to optimized cultivation methods for growing cucumbers based on sensors, plant physiology and artificial intelligence. Various innovative crop protection products, such as the recently acquired L-glufosinate ammonium herbicide technology and seed treatment in combination with digital products, help farmers to manage weeds, pests and diseases and also enable higher yield. BASF's InvigorⓇ hybrid canola pod shatter reduction and clubroot resistant trait technologies help to protect yield potential from clubroot and deliver more flexibility for growers at harvest. In addition, we launched the 300 series of InVigor hybrid canola for the 2020 growing season, featuring three new hybrids that offer growers improvements in yield, pod shatter reduction protection, or clubroot resistance. More flexibility at harvest For pod shatter reduction and resistance to plant diseases InVigor® technologies for hybrid canola With market entry expected by mid-decade, we will introduce hybrid wheat, supporting the nutritional needs of a growing world population. Hybrid wheat will bring much needed innovation to wheat production and start a journey to transform this crop for long- term success to deliver high performance in yield, quality and stability to meet the agronomic needs of farmers and the value chain in North America and Europe. The hybrid approach will give breeders new opportunities to adapt and improve plant characteristics and will play an important role in addressing the environmental challenges of the future. - Improved harvest quality and stability - Securing high yield in the long term Hybrid wheat Our recently launched fungicide RevysolⓇ will also play a crucial role in future resistance management in wheat, helping growers to better protect their crops, manage resistances and increase their yield in a sustainable way. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Innovation 1 To Our Shareholders About This Report +1 About This Report About This Report 2 Management's Report Integration of Sustainability We are constantly working to broaden our positive impact on key sustainability topics and reduce the negative impact of our business activities. The Corporate Development unit, which is part of the Corporate Center, has steered the integration of sustainability into core business activities and decision-making processes since 2020 (see page 21). Global steering of climate-related matters is also bundled in this unit, such as coordinating measures to reach our climate protection target and steering the target on making our product portfolio more sustainable. Our organizational and management structures For more information on our Value to Society approach, see basf.com/en/value-to-society For more information on the metastudy on sustainability trends, see basf.com/sustainability-trends For more information on our materiality analysis, see basf.com/materiality The relevant topics identified based on the three dimensions of materiality include climate and energy, resource efficiency and waste, health and safety / product stewardship, emissions to air and soil, and responsibility along the value chain. We evaluate key sustainability topics with our comprehensive materiality analysis. The graphic on page 43 shows how we identify and assess relevant topics. Here, we take into account topics that we have an impact on, topics that have an impact on us, and topics that our stakeholders consider important. As a co-founder of the U.N. Global Compact and a recognized LEAD company, we contribute to the implementation of the United Nations' Agenda 2030 on an ongoing basis. Our products, solutions and technologies help to achieve the U.N. Sustainable Development Goals (SDGs), especially SDG 2 (Zero hunger), SDG 5 (Gender equality), SDG 6 (Clean water and sanitation), SDG 8 (Decent work and economic growth), SDG 9 (Industry, innovation and infrastruc- ture), SDG 12 (Responsible consumption and production) and SDG 13 (Climate action). The SDG focus areas are prioritized by internal experts. In doing so, they assess the impacts and positive contributions of our products, our corporate targets and strategic action areas. The contribution of our activities is measured using the Value to Society approach. This assesses our positive and negative impacts on the environment, society and the economy (see page 44). In addition to the two climate protection and Accelerator sales targets, we have also set ourselves further sustainability targets on responsible procurement, engaged employees, women in leader- ship positions, occupational health and safety, process safety and water management. tion in the value chain (Accelerator products), we regularly reassess our product portfolio. Based on our corporate strategy and the global targets derived from this, we steer the sustainability targets (CO2-neutral growth until 2030 and achieve €22 billion in Accelerator sales by 2025) as most important key performance indicators. We have established the necessary steering mechanisms and control systems at Group level. Carbon management bundles our global activities to reduce green- house gas emissions (see page 135). We use the Sustainable Solution Steering method to manage our product portfolio (see page 45). To assess the sustainability performance of our products and identify solutions that make a substantial sustainability contribu- We achieve long-term business success by creating value added for the environment, society and the economy. Sustainability is at the core of what we do, a driver for growth and value as well as an element of our risk management. That is why sustainability is firmly anchored into the organization as part of governance, compensation systems and business models. ■ Sustainability further integrated into governance, compensation systems and business models Strategy We are successful in the long term when we create value added for the environment, society and the economy with products, solutions and technologies. Sustainability is firmly anchored in our strategy and corporate governance. We carry out the company purpose "We create chemistry for a sustainable future" using the various tools of our sustainability management. We systematically incorporate sustainability into our business and our assessment, steering and compen- sation systems. We identify sustainability trends at an early stage and derive appropriate measures for our business to seize new business opportunities and minimize risks along the value chain. [Integration of Sustainability] 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 1 To Our Shareholders Specific sustainability issues which are being actively addressed 1 To Our Shareholders 3 Corporate Governance For more information on our sustainability tools, see basf.com/en/measurement-methods For more information on this method and the results of Value to Society, see basf.com/en/value-to-society comparable. The aim is to present the financial, ecological, and social impacts of business activities on the basis of a standardized framework. The vba is supported by the E.U., major auditing firms, the Organisation for Economic Co-operation and Development (OECD), leading universities and other partners. BASF is currently one of the pilot companies testing the method using its own business data. The vba receives the results of our evaluation to enhance and refine the Value to Society method. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Integration of Sustainability 1 To Our Shareholders For more information on value balancing alliance e.V., see value-balancing.com About This Report BASF Report 2020 We share our experiences in networks and initiatives such as the Impact Valuation Roundtable and are involved in the corresponding standardization processes within the International Organization for Standardization (ISO). We are also a founding member of the value balancing alliance e.V. (vba), a cross-industry initiative. The vba is working to develop an accounting and reporting standard that makes the value companies provide to society transparent and existing concepts for assessing risks and business opportunities by providing a macro perspective. The results illustrate the positive contributions and negative effects, both at BASF and in our value chains. Positive factors include taxes paid, wages, social benefits, employee training and our net income.² Negative contributions include environmental impacts such as carbon emissions, land use and emissions to air, soil and water, as well as health and safety incidents. We aim to increase the positive contributions of our business activities along the value chain and minimize the negative impacts. The Value to Society approach also enables us to continually monitor our progress. It complements We want to understand the value we contribute to society and make this transparent. However, there are still no uniform, global standards for measuring and reporting on companies' overall impact that cover economic, environmental and social aspects of business activities along the value chain. This is why we developed the Value to Society approach in 2013 together with external experts. It allows us to better understand our contribution to a sustainable future. In addition, we can use it to compare the significance of financial and nonfinancial impacts of our business activities on society and show their interdependencies. 1 Value to Society results are calculated annually following the publication of the BASF Report. Consequently, the results shown in the BASF Report 2020 are based on the figures for the 2019 business year ("human capital" category currently only assessed for BASF production). 2 The net income of BASF's production presented in the Value to Society is calculated using the BASF Group's net income, adjusted for the interest result, the other financial result and noncontrolling interests. Environmental 30 44 Classification of relevant portfolio² according to the Sustainable Solution Steering method Substantial sustainability contribution in the value chain Meets basic sustainability standards on the market ■ Increase sales from Accelerator products Steering of product portfolio based on sustainability performance 32,148 2019 30,519 2020 15,017 16,740 2019 2020 Million € Sales Year Transitioner Performer Steering Solution Sustainable Accelerator 15 0 -15 30 Depreciation and amortization Net income² Economic 12 6 AND SAMTATION CLEAN WATER M FCENEME ERENTH 13 QIMATE E 2 HUNGER 5 EQUALITY DECENT WORK AND 8 ECONOMIC GROWTH DECENT WORK AND Our Value to Society approach' (figures in billion €) 5 Overviews Consolidated Financial Statements 4 Taxes 2 Management's Report Integration of Sustainability Wages & benefits Health & safety 15 0 -15 30 15 0 -15 Direct customers in industries supplied by BASF Customer industries Indirect suppliers → Direct suppliers Own operations Full supply chain Water emissions Water consumption Waste Land use GHG Air emissions Social Human capital Materiality dimension Investors + Assets of disposal groups Total change in sales For more information on the development of CO2 emissions, see page 131 For more information on the development of Accelerator sales, see page 45 onward a Sales for 2018 were reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2016 to 2017 have not been restated. b Sales for 2017 were reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for 2016 have not been restated. 57,550 61,223 60,220 59,316 59,149 2016 2017 2018 2019 2020 Million € Salesa, b Sales amounted to €59,149 million in 2020, on a level with 2019. The sales performance was positively impacted by higher price levels overall, mainly as a result of higher precious metal prices in the Surface Technologies segment and portfolio effects in the Materials segment from the acquisition of Solvay's integrated polyamide busi- ness. This was offset by negative currency effects and lower vol- umes, especially in the Materials and Industrial Solutions segments. ■ Sales of €59,149 million at prior-year level Sales Income from operations -167 ■ Considerable decline in EBIT before special items, EBIT and ROCE Income from operations (EBIT) before special items decreased by €1,083 million to €3,560 million, mainly due to significantly lower contributions from the Chemicals and Surface Technologies seg- ments. In the Chemicals segment, this was primarily attributable to lower margins. In the Surface Technologies segment, it was mostly the result of lower volumes in the Coatings division. EBIT before special items also declined considerably in Other and in the Materi- als and Agricultural Solutions segments. The decrease in the Mate- rials segment was mainly due to lower polyamide margins and vol- umes. EBIT before special items was lower in the Agricultural Solu- tions segment, largely from currency effects. In the Nutrition & Care segment, EBIT before special items declined slightly as a result of the sales performance and a one-off payment in the Care Chemicals division in the previous year. In the Industrial Solutions segment, EBIT before special items was on a level with the previous year. For an explanation of the indicator EBIT before special items, see page 34 2019 2020 Million € Million € EBIT a, b, c Special items 5 Overviews Consolidated Financial Statements 4 6,309 3 Corporate Governance 1 To Our Shareholders About This Report 99 56 BASF Report 2020 For the definition of special items, see page 34 Special items in EBIT totaled -€3,751 million in 2020, compared with -€442 million in the previous year. The increase in special items is primarily attributable to the impairments of €2.9 billion on property, plant and equipment and intangible assets, which were mainly reported under other charges and income. Expenses of €76 million arose in connection with divestitures, mainly from the carve-out of our global pigments business. We recorded a positive earnings contribution of €286 million in the previous year, in particular from the transfer of BASF's paper and water chemicals business to the Solenis group and the sale of businesses in the Agricultural Solutions seg- ment in accordance with the conditions imposed by antitrust author- ities in connection with the acquisition of the Bayer businesses. In addition, expenses from restructuring measures rose by €325 million compared with the previous year to €952 million. These largely related to expenses for measures to streamline the global glufosinate- ammonium production network and provisions in connection with the realignment of the Global Business Services unit. Integration costs amounted to €157 million in 2020, mainly for the integrated polyamide business acquired from Solvay. In the previous year, we recorded integration costs of €303 million, primarily for the integration of the businesses acquired from Bayer in the Agricultural Solutions segment. b EBIT before special items for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2016 and 2017 have not been restated. C EBIT before special items for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for 2016 have not been restated. a EBIT before special items for 2019 has been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. Figures for the years 2016 to 2018 have not been restated. 2 Management's Report Results of Operations 7,645 6,281 4,643 Divestitures On September 30, 2020,1 we closed the divestiture of our construc- tion chemicals business to an affiliate of Lone Star, a global private equity firm, as agreed in December 2019. The purchase price on a cash and debt-free basis was €3.17 billion. The divested construc- tion chemicals business had around 7,500 employees and operated production sites and sales offices in more than 60 countries. It generated sales of around €2.6 billion in 2019. For more information on this divestiture, see the Notes to the Consolidated Financial Statements from page 237 onward 1 The construction chemicals business was transferred in two steps, on September 30, 2020, and on November 30, 2020. BASF Report 2020 51 54 About This Report 1 On August 29, 2019, we reached an agreement with DIC, Tokyo, Japan, on the acquisition of BASF's global pigments business. The purchase price on a cash and debt-free basis is €1.15 billion. The assets and liabilities to be divested were reclassified to a disposal group in the Dispersions & Pigments division as of this date. The transaction is expected to close in the first half of 2021, subject to the approval of the relevant competition authorities. To Our Shareholders 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Economic Environment Economic Environment¹ Global economic growth in 2020 was much weaker than we had forecast at the beginning of the year. In the first half of 2020, the coronavirus pandemic led to the worst economic slump since the Second World War. Following a recovery in the third quarter, economic activity in the fourth quarter was again disrupted by rising infection rates and government restrictions in many countries. Global gross domestic product (GDP) fell by 3.7% year on year (2019: +2.5%). Industrial production contracted by 4.0% (2019: +1.8%). Global chemi- cal production declined by 0.4% (2019: +1.9%). The average price for a barrel of Brent crude oil decreased to $42 per barrel (2019: $64 per barrel). For the outlook on the economic environment in 2021, see page 152 onward Gross domestic product 2 Management's Report 2020 Agreed transactions On January 31, 2020, BASF closed the acquisition of Solvay's integrated polyamide business, which was agreed in September 2017. The acquisition broadens BASF's polyamide capabilities with innovative and well-known products and enhances access to growth markets in Asia as well as in North and South America. Through the backward integration into the key raw material adiponitrile (ADN), BASF now has production plants along the entire value chain for polyamide 6.6. The transaction includes production sites in Germany, France, China, India, South Korea, Brazil and Mexico; research and development centers and technical consultation centers; and shares in Butachimie SNC and Alsachimie S.A.S. BASF acquired the polyamide business for a purchase price of €1.3 billion (on a cash and debt-free basis) and integrated it into the Performance Materials and Monomers divi- sions within the Materials segment. 3,560 of consolidation 0 -3 Changes in the scope 0 -91 Divestitures 1 For more information on this acquisition, see the Notes to the Consolidated Financial Statements from page 235 onward 683 About This Report 1 To Our Shareholders 2 Management's Report Material Investments and Portfolio Measures 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Acquisitions We added €559 million worth of property, plant and equipment through acquisitions in 2020. Additions to intangible assets including goodwill amounted to €691 million. For more information on acquisitions, see the Notes to the Consolidated Financial Statements from page 235 onward Acquisitions Real change compared with previous year -191 -952 9,379 + Accounts receivable, trade 11,593 10,469 + Inventories 1,527 1,395 + Integral investments accounted for using the equity method 20,472 20,210 14,832 14,249 2019 2020 7.7 1.7 % 60,900 60,111 10,061 + Current and noncurrent other receivables and other assetsa 3,149 -3 8,421 Earnings per share € 1.53 6.48 1.00 0.16 9.17 € 4,719 1.64 0.89 0.64 4.00 Adjusted earnings per share. a Quarterly results not audited b Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) BASF Report 2020 60 60 0.83 1,012 -518 -1,203 -3,751 Total special items in EBIT 6,275 2016 202 -2,566 Other charges and income 7,587 2017 -442 286 Divestitures 5,974 2018 -303 -157 Integration costs 4,201 2019 -627 -76 Restructuring measures ROCE EBIT of BASF Group 4,201 -191 2019 2020 BASF Report 2020 1 For more information on net assets, see page 61 onward + Property, plant and equipment Intangible assets Capital employed Million € Million € ROCE For more information on the determination of ROCE, see page 33 We use the indicator return on capital employed (ROCE). It mea- sures the profitability of the capital employed by the segments. ROCE was 1.7%, after 7.7% in the previous year. The decline in ROCE was primarily due to considerably lower EBIT. Capital employed declined, mainly due to the impairments recognized as a consequence of the coronavirus pandemic, and currency effects.1 b EBIT for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for the years 2016 and 2017 have not been restated. C EBIT for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Figures for 2016 have not been restated. a EBIT for 2019 has been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. Figures for the years 2016 to 2018 have not been restated. At -€191 million, EBIT for the BASF Group in 2020 was consider- ably below the previous year's level (2019: €4,201 million). This figure includes income from integral companies accounted for using the equity method, which declined from €265 million to €220 million. Cost of capital basis of segments, average of month-end figures EBIT of the segments 1,913 - EBIT of Other The calculation of EBIT as part of our statement of income is shown in the Consolidated Financial Statements on page 222 150 World 2020 -3.7% 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Price trends for key commodities ■ Sharp decline in prices for crude oil and naphtha ■ Year-on-year decrease in gas prices, but with wide regional variance The average price for a barrel of Brent crude oil decreased to $42 per barrel (2019: $64 per barrel) and fluctuated over the course of the year between around $64 per barrel in January and around $18 per barrel in April. Over the course of the year, the average monthly price for the chemical raw material naphtha ranged between $528 per metric ton in January and $140 per metric ton in April. At $355 per metric ton, the annualized average price of naphtha in 2020 was lower than in 2019 ($505 per metric ton). The average price of gas in the United States was $1.99 per mmBtu, below the level of the previous year ($2.56 per mmBtu). In Europe, the average price of gas on the spot market was also significantly lower than in 2019, at $3.17 per mmBtu (2019: $4.46 per mmBtu). Gas prices in China averaged around $6.29 per mmBtu nationally (2019: $6.39 per mmBtu), while the average price in the coastal provinces was $7.48 per mmBtu (2019: $7.59 per mmBtu). Price trends for crude oil (Brent) and naphtha $/barrel, $/metric ton $/t 1,100 1,000 900 800 700 600 To Our Shareholders 1 About This Report 54 2019 -0.1% 2020 2.3% Emerging markets of Asia 2019 4.0% 2020 -9.8% Japan 2019 -0.2% 2020 -1.1% 500 South America -1.3% returned to pre-crisis levels over the course of the year, average production for the year was down 20.1% and 22.4% from the previ- ous year, respectively. In the global construction industry, output decreased by 3.3% (2019: +2.4%). Overall, non-residential con- struction contracted at a slightly stronger rate than the residential and infrastructure segment. Developments varied from region to region: Construction volumes fell by 7.1% in western Europe and by 7.6% in eastern Europe, while North America posted a decrease of only 1.3%. The United States saw an upturn in the housing market, which partially offset developments in non-residential building. In Asia, construction activity declined only slightly by 0.6%. Construc- tion activity grew by 3.5% in China, but shrank by 3.1% in Japan, 1.5% in South Korea and 18.7% in India. The construction industry also contracted significantly by 13.2% in South America. Consumer durables production, for example in the textile and furniture indus- tries, fell by almost 8% on average. Production also decreased by around 4% (2019: +1.5%) in the energy and resources sector due to weaker demand for energy and industrial commodities. Agricul- tural production was more stable and grew by 2.1% (2019: 2.1%). The U.S. market achieved considerable growth of 2.8%, benefiting from rising exports to China and unfavorable weather conditions in parts of South America. In western and eastern Europe, by contrast, production declined by 0.8% overall. This was attributable to both dry weather conditions and regional shortages of harvest workers. In South America, agricultural production declined slightly by 0.5%. Production increased by 1.9% in Brazil but decreased by 8.4% in Argentina due to drought. In Asia, production rose by 2.7% com- pared with the previous years. Trends in the chemical industry ■ Global growth much weaker than in prior year and below expectations Contrary to our expectations, global chemical production contracted by 0.4% in 2020 (2019: +1.9%). As a result, the decline was much less pronounced than in global industrial production. This was because less cyclical customer sectors have a higher weighting in the chemical industry and because demand temporarily rose for disinfectants and cleaning products, protective clothing, single-use packaging and plexiglass. However, there were significant regional differences. In the E.U., chemical production decreased by around 2%, with significant differences between the major production locations. While produc- tion only declined by between 1% and 3% in Belgium, Germany and Spain, and was virtually unchanged in the Netherlands, it fell by around 8% in Italy and by around 9% in France. Chemical produc- tion decreased by 4.6% in North America and by 1.1% in South America. By contrast, China, the world's largest chemical market, increased volumes by 3.4%. In the rest of Asia, on the other hand, chemical production declined, in some countries significantly (Japan: -9.8%; Malaysia: -6.2%; India: -5.4%; South Korea: -3.2%). As a result, chemical production in Asia only increased by around 1%. BASF Report 2020 54 2019 400 300 200 Factors influencing sales of the BASF Group Results of Operations The world economy saw much weaker growth in 2020 than in 2019 as a result of the coronavirus pandemic. Growth in global industrial production and in the global chemical industry (excluding pharmaceuticals) was also below the prior-year level. In this market environment, BASF's business did not perform as well as we expected: Sales were on a level with the previous year and earnings declined considerably. Business reviews by segment can be found from page 69 onward Volumes Prices Currencies EBIT before special items a, b, c Million € Change in million € 5 Overviews Change in % 2019 -298 -1 2018 1,487 3 2017 -1,945 2020 United States Consolidated Financial Statements 3 Corporate Governance 100 0 $/bbl 130 120 Naphtha 2020: $355/t 2019: $505/t Crude oil 110 2020: $42/bbl 4 100 90 80 285432 55 BASF Report 2020 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations 2019: $64/bbl United States 2020 -4.3% European Union Economic developments in the United States were very volatile. The crisis left its mark on the unemployment rate here, which jumped from 3.5% at the beginning of the year to 14.8% in April 2020. Per- sonal incomes rose overall as unemployment benefits were signifi- cantly bolstered by state aid. As a result, spending on consumer goods remained largely stable, while there was a clear, temporary 1 All information relating to past years in this section can deviate from the previous year's report due to statistical revisions. Where available, macroeconomic growth rates are adjusted for calendar effects. Figures for 2020 not yet available in full are estimated. 2 In the rest of this chapter, "E.U." refers to the E.U. 27. 3 We define the emerging markets of Asia as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh. BASF Report 2020 52 42 About This Report 1 To Our Shareholders 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews drop in consumption of services. In the second half of 2020, the easing of restrictions in many states led to a significant recovery and saw the unemployment rate halve. Overall, U.S. GDP fell by 3.5% (2019: +2.2%). In the emerging markets of Asia, the impact of the coronavirus pandemic was mixed. Economic output in China dropped consid- erably as early as the first quarter of 2020. However, a dynamic economic recovery was already underway in the second quarter of 2020 and continued in the second half of the year. Industrial produc- tion and export demand recovered particularly quickly, while domestic consumer demand reacted only after a delay. China was the only major global economy to report growth in 2020, of 2.3% (2019: +6.0%). In India, by contrast, GDP fell by 8.0% after a lock- down lasting several months (2019: +4.2%). Here, too, a strong decline was followed by a clear upturn in the second half of the year. GDP in the remaining emerging markets of Asia declined by an average of 3%. There was considerable variation from country to country. Japan and South Korea recorded comparatively low infection rates overall. However, these also saw a significant temporary drop in domestic and foreign demand. In Japan, GDP sank by 4.8% (2019: +0.3%). In South Korea, higher government spending and invest- ment cushioned the decline in GDP to only -1.0% (2019: +2.0%). South America was severely affected by the coronavirus pandemic. The Brazilian economy was bolstered by strong fiscal stimulus mea- sures. Economic growth started to recover in the second half of the year after restrictions were eased in some regions. The increase in public debt and rising inflation rates led to a significant depreciation of the Brazilian real. Brazilian GDP decreased by 4.6% (2019: +1.4%). Argentina saw a much stronger decline in economic output in 2020, falling by 10.4% as a result of a strict lockdown in the spring (2019: -2.1%). The country's renewed debt crisis left little room for government aid. Inflation rates of over 40% negatively impacted private consumption and the Argentine peso lost around half of its value. Exchange rates in the rest of South America remained more stable. GDP losses due to lockdowns and weaker export demand varied significantly and were between -4.8% in Uruguay and -11.9% in Peru. Overall, GDP in South America fell by 6.6% (2019: +0.9%).1 Trends in key customer industries ■ Strong decline in global industrial production In the European Union (E.U.), GDP contracted by 6.4% (2019: +1.6%). Europe's southwest was especially hard hit: Hard lock- downs were ordered in response to high infection rates. GDP fell by 8.3% in France, 8.8% in Italy and even shrank by 11.0% in Spain. German GDP also declined significantly, but less sharply, by 5.3%. The smaller decrease reflected the fact that the export industry benefited from the recovery in China and that the downturn in private consumption was less pronounced. GDP declined by 9.9% (2019: +1.4%) in the United Kingdom as measures to contain infection rates were taken late, but were stricter and continued for longer. Following an economic slump in the spring and a dynamic recovery in the third quarter, the eastern E.U. countries again recorded a strong rise in infection rates. As a result, governments imposed new partial lockdowns, which negatively impacted the services sector in particular. Overall, GDP in the eastern E.U. countries decreased by 4.4% in 2020 (2019: +3.8%). In Russia, GDP declined by 3.1% (2019: +1.3%). Industrial production in Russia was weighed down by rising infection rates from mid-September onward, weak demand for energy commodities and cuts to oil production. This dampened the economic recovery that began in the third quarter, largely driven by private consumption. ■ Depreciation of exchange rates in emerging markets ■ Deep recessions in the E.U. and North America, slight growth in China ■ Strongest post-war decline in GDP 2019 2.5% 2020 -6.4% European Union² 2019 1.6% 2020 -3.5% 2019 2.2% 2020 -0.1% Emerging markets of Asia³ 2019 ■ Weak momentum and partial recovery in the automotive industry 5.3% 2019 0.3% 2020 -6.6% South America Japan Trends in the global economy in 2020 Global gross domestic product declined by 3.7% in 2020 due to supply-side disruptions and weaker demand as a consequence of the coronavirus pandemic. A sharp decline in economic activity in China in January and February was followed by similar downturns in the rest of the world from March onward. Many companies saw production impacted by government orders and disruptions in inter- connected global value chains. Online purchases could not fully compensate for the drop in offline demand. Turnover also temporarily slumped in the tourism, hospitality and cultural sectors. The result- ing losses led to a decline in income and intermediate demand in this sector. Swift and strong intervention by central banks and gov- ernments in this exceptional situation prevented the global economy and financial markets from collapsing. Following a dynamic upturn in the third quarter of 2020, rising infection rates from October onward again made restrictions on economic activity necessary, especially in Europe. 2019 0.9% Economic trends by region 2020 -4.8% ■ Stable trend in agriculture Global industrial production contracted by 4.0% in 2020 (2019: +1.8). The advanced economies saw much stronger decreases of 6.5% overall compared with the emerging markets, which only declined by 1.8%. The emerging markets performed better primarily due to the recovery of industrial production in China (2020: +2.6%; 2019: +5.7%). In the remaining emerging markets of Asia, by con- trast, industrial production fell by 7.1% overall (2019: +2.1%). Indus- trial production decreased by 7.8% in the E.U. (2019: -0.2%) and by 10.5% in the United Kingdom (2019: -0.4%). North America (2020: -5.7%; 2019: +1.0%) and South America (2020: -7.5%; 2019: -0.6%) reported similar declines. Growth in key customer industries Real change compared with previous year 2019 2.1% Construction Electronics Agriculture Global automotive production decreased by 16% after already declining by 5.7% in 2019. After a strong slowdown in China in the first quarter of 2020, followed by massive declines in the rest of the world in the second quarter, the rest of the year saw a dynamic recovery. Growth was particularly strong in China, where automotive production already exceeded the prior-year level in the third quarter. However, average annual production in China was still 4.3% below the previous year. The remaining emerging markets of Asia posted much stronger declines in production of around one-quarter. Japan and South Korea recorded more moderate decreases of 15.8% and 11.6%, respectively. Although North America and Europe also 1 Not including Venezuela BASF Report 2020 53 2020 2.1% About This Report 2 Management's Report Economic Environment 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Chemical production (excluding pharmaceuticals) Real change compared with previous year 2020 -0.4% World 2019 1.9% 2020 -1.9% 1 To Our Shareholders 2019 -1.2% 2019 3.4% 2020 1.0% Industry total Transportation 2020 -4.0% 2019 1.8% 2020 -15.0% 2019 -3.0% 2020 -16.0% Of which: automotive industry Health and nutrition 2019 -5.7% Energy and resources 2019 1.5% 2020 -3.3% 2019 2.4% 2020 -4.4% Consumer goods 2019 1.1% 2020 3.5% 2019 3.0% 2020 -3.9% 911 2016 1,406 72 Adjusted net income 2,945 3,670 Weighted average number of outstanding shares (in thousands) 918,479 918,479 Adjusted earnings per share € 3.21 4.00 54 a Includes special items in net income from shareholdings of €855 million for 2020 and €42 million for 2019 59 59 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Sales and earnings BASF Report 2020 - Adjusted noncontrolling interests 3,742 2,999 2020 2019 Income after taxes -1,075 8,491 EBITDA before special items 7,435 8,324 - Special itemsa -4,606 -484 a Excluding depreciation, amortization, impairments and reversals of impairments attributable to the discontinued construction chemicals business + Amortization, impairments and reversals of impairments on intangible assets 1,496 652 - Amortization, impairments and reversals of impairments on intangible assets contained in special items 819 8 - Adjustments to income taxes 958 318 - Adjustments to income after taxes from discontinued operations 251 5,559 Adjusted income after taxes Million € Million € Sales and earnings by quarter in 2020ª 2020 1,952 6,494 Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization 972 1,011 3,682 1,020 6,685 6,494 8,185 1,044 -20.7 1,456 59 -2,638 932 -191 EBITDA margin % 11.0 13.8 Special items -184 Income from operations (EBIT) 1,070 2,428 7,435 2019 +/- Q1 Q2 22 Q3 Q4 Sales 59,149 59,316 -0.3 Sales 16,753 12,680 13,811 15,905 Full year 59,149 Income from operations before depreciation, amortization and special items 7,435 8,324 -10.7 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) 2,579 1,229 1,542 2,085 Million € 3,681 3,875 reversals of impairments on property, plant and equipment and intangible assets before special items ■ Earnings per share of -€1.15 after €9.17 in the previous year At-€909 million, net income from shareholdings¹ was €715 million below the prior-year figure. The decrease was primarily due to impairments of assets at the Wintershall Dea group, Kassel/Ham- burg, Germany, in the amount of €791 million, mainly as a result of lower oil and gas price forecasts and changed reserve estimates. This reduced Wintershall Dea's earnings contribution from -€86 mil- lion in the previous year to -€890 million. The contribution from Solenis UK International Ltd., London, United Kingdom, improved by €25 million year on year to -€46 million. Higher income from other shareholdings, primarily due to write-ups, had a positive impact on net income from shareholdings. The financial result amounted to -€462 million in 2020, compared with -€705 million in the previous year. The interest result improved by €92 million to -€373 million, due in part to lower interest expenses for financial indebtedness. The other financial result improved by €151 million to -€89 million, primarily driven by lower expenses in connection with bonds in foreign cur- rency and the corresponding hedging instruments, as well as by lower net interest expenses from pension and similar obligations. Higher interest income on income taxes also contributed here. Income before income taxes decreased from €3,302 million in the previous year to -€1,562 million in 2020, mainly as a result of the impairments described above. The negative income before income taxes led to tax income of €91 million, after a tax expense of €756 million in 2019. As not all impairments were tax deductible, the BASF Group's tax rate was only 5.8% in 2020 (previous year: 22.9%). Income after taxes from continuing operations declined from €2,546 million to -€1,471 million. Income after taxes from discon- tinued operations decreased from €5,945 million in 2019 to €396 million in 2020. The 2020 figure includes the book gain of €358 million from the sale of the construction chemicals business and the income after taxes of the former Construction Chemicals division until November 30, 2020.2 This amounted to €38 million, €14 million above the figure for the full year 2019. In the previous year, income after taxes from discontinued operations included the book gain of €5,684 million on the deconsolidation of the Wintershall companies and their income after taxes until deconsolidation on April 30, 2019. Noncontrolling interests generated income of €15 million, after expenses of €70 million in 2019. This was due to higher losses at BASF Petronas Chemicals Sdn. Bhd., Kuala Lumpur, Malaysia, as a result of impairments, as well as from lower earnings at BASF Total Petrochemicals in Port Arthur, Texas, owing to an unplanned outage of the steam cracker. The prior-year figure also included the shares in the gas transportation companies until deconsolidation on April 30, 2019. Net income amounted to -€1,060 million, considerably below the prior-year figure of €8,421 million. This was primarily attributable to the impairments recognized in 2020 as described above. The prior-year figure included the book gain from the deconsolidation of the Wintershall companies. Earnings per share were -€1.15, com- pared with €9.17 in 2019. For information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 228 onward ■ Net income from shareholdings of -€909 million negatively impacted by impairments at the shareholding in Wintershall Dea For information on the tax rate, see the Notes to the Consolidated Financial Statements from page 259 onward Additional indicators for results of operations Adjusted earnings per share decline from €4.00 to €3.21 ■ EBITDA before special items and EBITDA considerably below previous year We also use alternative performance measures (APMs) to steer the BASF Group. Investors, analysts and rating agencies use them to assess our performance. These are not defined by IFRS. As such, the methods of calculation can differ from those used by other companies. Alternative performance measures for the results of operations are EBIT before special items, EBITDA before special items, EBITDA, the EBITDA margin and adjusted earnings per share. Other APMs are net debt, ³ free cash flow³ and capital expenditure (capex).4 Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are indicators that describe operational performance independent of age-related depreciation and amortization of assets and any impair- ment or reversal of impairment. Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items is also highly useful in making comparisons over time. The EBITDA margin is a relative indicator and is calculated as the ratio of EBITDA to sales revenue, enabling operational performance to be compared independent of the size of the underlying business. 1 To increase reporting transparency, as of January 1, 2020, companies accounted for using the equity method that are not an integral part of the BASF Group are classified as purely financial investments and presented under net income from shareholdings. For more information, see the Notes to the Consolidated Financial Statements on page 228. 2 The construction chemicals business was transferred in two steps, on September 30, 2020, and on November 30, 2020. 3 For more information on these indicators, see the Financial Position from page 63 onward 4 For more information on capex, see Value-Based Management on page 34 and Material Investments and Portfolio Measures on page 50 BASF Report 2020 58 59 About This Report 1 For more information on the results of operations of discontinued operations, see the Notes to the Consolidated Financial Statements on page 239 Net income from shareholdings, financial result and income after taxes 5 Overviews Consolidated Financial Statements 1,260 502 Cost of capital basis of segments, average of month-end figures 60,111 60,900 + Deviation from cost of capital basis at closing rates as of December 31 -3,948 -1,534 + Assets not included in cost of capital 24,129 27,584 of which disposal group for the construction chemicals business 2,706 Assets of the BASF Group as of December 31 80,292 86,950 a Including customer/supplier financing and other adjustments 57 440 About This Report 1 To Our Shareholders 2 Management's Report Results of Operations 3 Corporate Governance 4 To Our Shareholders 2 Management's Report Results of Operations 3 Corporate Governance 4 4.201 EBITDA 6,494 8,185 -3,751 -442 Sales revenue 59,149 59,316 EBIT before special items 3,560 4,643 EBITDA margin % 11.0 13.8 + Depreciation and amortizationa 3,805 3,660 +Impairments and reversals of impairments on property, plant and equipment and intangible assets before special itemsa a Excluding depreciation, amortization, impairments and reversals of impairments attributable to the discontinued construction chemicals business 70 21 Adjusted earnings per share Depreciation, amortization, impairments and -191 -167 - Special items 3,984 Consolidated Financial Statements 5 Overviews 2019 324 Compared with earnings per share, adjusted earnings per share is firstly adjusted for special items. Amortization, impairment and reversal of impairment on intangible assets are then eliminated. Amortization of intangible assets primarily results from the purchase price allocation following acquisitions and is therefore of a temporary nature. The effects of these adjustments on income taxes and on noncontrolling interests are also considered. This makes adjusted earnings per share a suitable measure for making comparisons over time and predicting future profitability. In 2020, adjusted earnings per share amounted to €3.21, compared with €4.00 in the previous year. For information on the earnings per share according to IFRS, see the Notes to the Consolidated Financial Statements on page 248 EBITDA before special items declined by €889 million year on year to €7,435 million in 2020. At €6,494 million, EBITDA was down €1,691 million from the prior-year figure. The EBITDA margin was 11.0% in 2020, compared with 13.8% in the previous year. EBITDA Million € EBIT 2020 -191 4,201 + Depreciation and amortizationa 3,805 3,660 EBITDA before special items + Impairments and reversals of impairments on intangible assets and property, plant and equipmenta 2,880 Million € 2020 2019 Depreciation, amortization, impairments and reversals of impairments on intangible assets and property, plant and equipment 6,685 EBIT 5,954 -3,219 -3,751 2,642 1,885 1,980 1,817 8,324 2,770 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization 1,546 1,610 8,185 991 1,039 923 1,031 2,259 a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) 59,316 14,686 Million € Q1 Q2 Q3 Q4 Full year Adjusted earnings per share € 3.21 4.00 -19.8 Sales 15,596 14,478 14,556 3,984 Income from operations (EBIT) Special items -181 1,177 276 3,302 1,163 243 917 223 2,546 Income after taxes from discontinued operations Net income 277 5,686 18 -36 5,945 293 9.17 1,556 842 Income before income taxes Income after taxes from continuing operations 1,779 507 1,336 579 4,201 29 -488 280 -263 -442 1,750 995 1,056 4,643 -1.15 EBIT before special items Sales and earnings by quarter in 2019ª 67.8 3,984 -1,562 3,302 -1,471 2,546 Income before income taxes EBIT before special items. Income after taxes from continuing operations Earnings per share Adjusted earnings per share 1,200 -923 -2,786 947 Income after taxes from discontinued operations 1,640 226 581 Income before income taxes € Net income -23.3 4,643 3,560 EBIT before special items -442 -3,751 4,201 -191 Special items Income from operations (EBIT) 3,560 1,113 -1,562 881 Income after taxes from continuing operations -2,177 0.25 0.60 6,685 1.10 -1.15 3.21 Depreciation and amortization Income after taxes from discontinued 396 5,945 -93.3 -888 Net income Earnings per share -1,060 8,421 1.26 € operations -2.31 713 1.15 -1,471 14 13 347 396 885 22 -2,122 1,055 -1,060 -0.96 0.97 -878 € €19,214 million 3,735 Liabilities to banks 14,189 Bonds and other liabilities to the capital market BASF Group's most important financial contracts contain no side agreements with regard to specific financial ratios (financial cove- nants) or compliance with a specific rating (rating trigger). To minimize risks and leverage internal optimization potential within the Group, we bundle the financing, financial investments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally using derivative financial instruments in the market. For more information on the financing tools and hedging instruments used, see Note 21 from page 279 onward and Note 26 from page 291 onward in the Notes to the Consolidated Financial Statements Statement of cash flows ■ Cash flows from operating activities and free cash flow lower year on year Million € Cash flows from operating activities amounted to €5,413 million, compared with €7,474 million in the previous year. The decrease in cash flows from operating activities was largely due to the cash tied up in receivables, especially in trade accounts receivable. The devel- opment of trade accounts receivable tied up cash of €994 million in 2020, compared with cash released of €1,208 million in the previous year. This could not be offset by the €370 million increase in cash released from reduction in inventories. Our interest risk management generally pursues the goal of reducing interest expenses for the BASF Group and limiting interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected liabilities to the capital market from fixed to variable interest rates or vice versa. Financing instruments 59 Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Financial Position 1 To Our Shareholders About This Report 64 BASF Report 2020 For short-term financing, we use BASF SE's global commercial paper program, which has an issuing volume of up to $12.5 billion. As of December 31, 2020, commercial paper with a carrying amount of €1,290 million was outstanding under this program. A firmly committed, syndicated credit line of €6 billion was taken out in January 2019 to cover the repayment of outstanding commercial paper. It can also be used for general company purposes. In the second quarter of 2020, we took out a one-year credit line with several banks with a total volume of €3 billion. Neither credit line was used at any point in 2020. Our external financing is therefore largely independent of short-term fluctuations in the credit markets. We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile, diversify our investor base and optimize our debt capital financing conditions. BASF enjoys good credit ratings, especially compared with compet- itors in the chemical industry. On December 8, 2020, Standard & Poor's confirmed its long and short-term ratings for BASF of A/A-1/outlook negative. Fitch confirmed its rating for BASF of A/F1/outlook stable on February 12, 2021. Moody's confirmed its rating for BASF of A3/P-2/outlook stable on February 12, 2021. We strive to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. Our financing measures are aligned with our operational business planning as well as the company's strategic direction and also ensure the financial flexibility to take advantage of strategic options. At €1,060 million, net income was down €9,481 million from the prior-year figure in 2020. However, the main causes of the decline in earnings did not affect cash flows from operating activities: net divestiture and disposal gains, which were €6,060 million higher in the previous year, were reclassified using miscellaneous items to cash flows from investing activities. Moreover, depreciation and amortization of property, plant and equipment and intangible assets exceeded the prior-year figure by €2,533 million due to higher impairments. In addition, negative income from companies accounted for using the equity method reduced earnings by €821 million in 2020 compared with the previous year. This likewise I did not have any effect on cash. 5 Overviews Cash flows from investing activities amounted to -€1,904 million in 2020, meaning that cash outflows were €714 million higher than in the previous year. This was mainly attributable to the €1,001 mil- lion increase in payments made for acquisitions. In 2020, €1,240 mil- lion was paid for the polyamide business acquired from Solvay. Payments received from divestitures were at the prior-year level. In addition, cash inflows from the disposal of property, plant and equipment and intangible assets in 2020 was €677 million lower than in the previous year. This was offset by the €695 million Changes in financial and similar liabilities Cash flows from financing activities amounted to -€1,556 million, compared with -€6,405 million in the previous year. Dividend pay- ments of €3,139 million were partially offset by the net cash inflow of €1,580 million from the change in financial and similar liabilities. The total cash outflow of €6,405 million in the previous year was due in particular to the net cash outflow from the change in financial and similar liabilities and dividend payments of €3,064 million. Free cash flow Million € 2020 2019 2020 2019 -1,060 8,421 Cash flows from operating activities 5,413 Cash and cash equivalents at the beginning of the period and other changes 7,474 4,218 - Payments made for property, plant and equipment and intangible assets 3,129 3,824 -400 1,410 Free cash flow 2,284 Our financing policy aims to ensure our solvency at all times, limiting the risks associated with financing and optimizing our cost of capital. We preferably meet our external financing needs on the international capital markets. ■ Rated A by Moody's, Standard & Poor's and Fitch 6,751 Cash-effective changes in cash and cash equivalents Cash flows from financing activities Dividends Cash and cash equivalents amounted to €4,335 million as of December 31, 2020. They rose by a cash-effective amount of €1,953 million in 2020. Free cash flow, which remains after deducting payments made for property, plant and equipment and intangible assets from cash flows from operating activities, represents the financial resources remaining after investments. It declined to €2,284 million compared with €3,650 million in the previous year due to the decrease in cash flows from operating activities. BASF Report 2020 65 89 About This Report 1 To Our Shareholders 2 Management's Report Financial Position 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Statement of cash flows Million € Net income Depreciation and amortization of property, plant and equipment and intangible assets Changes in net working capital Miscellaneous items Cash flows from operating activities Payments made for property, plant and equipment and intangible assets Acquisitions/divestitures Changes in financial assets and miscellaneous items Cash flows from investing activities Capital increases/repayments and other equity transactions decrease to €3,129 million in payments made for property, plant and equipment and intangible assets. Commercial paper 1,290 considerable decline 122 (EBITDA) Income from operations (EBIT) before special items Chemicals 14% Materials 18% 2020 2019 2020 2019 Sales 2020 Industrial Solutions 13% Chemicals 8,071 9,532 1,237 1,545 445 791 Surface Technologies 2019 Income from operations before depreciation and amortization Contributions to total sales by segment Million € 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Actual Development Compared With Outlook for 2020 mainly for goodwill impairments in the surface treatments cash- generating unit, and for property, plant and equipment in the Cata- lysts division. In the Nutrition & Care segment, sales declined slightly instead of rising considerably as forecast. Although both divisions increased sales volumes as forecast, this was unable to compensate for nega- tive currency effects and the expected decrease in price levels. EBIT before special items also declined slightly instead of rising slightly, mainly as a result of sales developments. Rather than increasing considerably as expected, ROCE rose only slightly, primarily due to impairments in connection with the optimization of production sites within the Nutrition & Health division. In 2020, we invested a total of €2.9 billion in capital expenditures (capex), excluding additions from acquisitions, IT investments, res- toration obligations and right-of-use assets arising from leases. The figure forecast in February 2020 was €3.4 billion and the figure forecast in April 2020 was €2.8 billion. For information on our expectations for 2021, see page 155 onward For information on investments, see page 50 Contrary to our forecast at the beginning of the year of a consider- able increase, sales in the Agricultural Solutions segment declined slightly in a continued challenging market environment. We only increased sales volumes slightly, not considerably, which meant that significantly negative currency effects could not be offset. EBIT before special items declined considerably as a result. We had anticipated a slight increase at the beginning of 2020. ROCE also declined considerably, contrary to our assumption of a slight increase. This was primarily due to special charges for streamlining the global glufosinate-ammonium production network. Sales in Other were considerably below the previous year in 2020, instead of being at the 2019 level as expected. This was mainly due to the sales decrease in commodity trading and the remaining activi- ties of BASF's paper and water chemicals business, which were not part of the transfer to Solenis and are reported under Other. We were unable to considerably increase EBIT before special items as forecast. Instead, EBIT before special items declined considerably due to lower contributions from other businesses. BASF Report 2020 68 About This Report 1 To Our Shareholders 2 Management's Report Business Review by Segment 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Business Review by Segment Segment overview 28% Materials 10,736 11,466 1,152 1,189 773 793 Agricultural Solutions 7,660 7,814 1,582 1,647 970 1,095 Contributions to EBITDA by segment Other 2,360 2,898 -1,032 -334 -769 -581 BASF Group 59,149 59,316 ■ Financing principles remain unchanged 6,075 About This Report 6,019 4% 1,556 1,691 835 1,003 Nutrition & Care 10% Industrial Solutions 7,644 8,389 1,099 1,327 822 820 Agricultural Solutions 13% Surface Technologies 16,659 13,142 900 1,120 484 722 Other Nutrition & Care 3,650 67 BASF Report 2020 -3,139 -3,064 Cash flows from operating activities -1,556 -6,405 Payments made for property, plant and equipment and intangible assets Free cash flow 1,953 -121 2,382 2,576 2020 4,335 2,455 a In 2020 and 2019, cash and cash equivalents presented in the statement of cash flows deviated from the figures in the balance sheet due to the reclassification of cash and cash equivalents to disposal groups: €5 million for the pigments business as of December 31, 2020, and €21 million for the construction chemicals business and €7 million for the pigments business as of December 31, 2019. BASF Report 2020 66 99 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance Actual Development Compared With Outlook for 2020 Cash and cash equivalents at the end of the yeara 2019 2018 2017 -6,575 5,413 7,474 Cash flow -3,129 -3,824 Billion € 1,280 2,361 10 -55 273 8 -1,904 -1,190 6 4 3 1 0 1,580 -3,342 2016 4 Consolidated Financial Statements 5 Overviews Actual Development Compared With Outlook for 2020 slight increase slight increase slight increase at prior-year level considerable decline slight decline considerable decline 2020 forecast slight increase considerable decline considerable decline. 2020 actual considerable decline considerable decline at prior-year level considerable increase slight increase considerable decline at prior-year level €60 billion-€63 billionb considerable decline considerable increase considerable decline €3,560 million €59,149 million €4.2 billion-€4.8 billionb 6.7%-7.7%b slight increase considerable decline 1.7% a For sales, "slight" represents a change of 1-5%, while "considerable" applies to changes of 6% and higher. "At prior-year level" indicates no change (+/-0%). For earnings, "slight" means a change of 1-10%, while "considerable" is used for changes of 11% and higher. "At prior-year level" indicates no change (+/-0%). At a cost of capital percentage of 9% for 2020, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0 percentage points) as "at prior-year level." b We withdrew our outlook in April 2020 and updated it in October 2020, forecasting sales of between €57 billion and €58 billion, EBIT before special items of between €3.0 billion and €3.3 billion, and a ROCE of between 0.0% and 1.0%. instead of rising slightly as expected. This was due to lower margins in both divisions as a result of the effects of the coronavirus pan- demic and special charges, mainly for impairments on property, plant and equipment. Sales in the Materials segment declined considerably, contrary to our forecast of considerable sales growth. Lower prices and negative currency effects exceeded the positive contribution from the acquisition of Solvay's integrated polyamide business. Volumes did not meet expectations either and were lower rather than higher. This was mainly attributable to weaker demand from our customer industries as a result of the coronavirus pandemic, especially from the automotive industry. EBIT before special items and ROCE declined considerably as expected. Sales in the Industrial Solutions segment declined considerably, falling short of our expectations of slight growth. This was primarily due to lower price levels in both divisions. Contrary to our forecast, we recorded lower volumes in the Performance Chemicals division. In the Dispersions & Pigments division, too, sales volumes were merely on a level with the previous year. In a continued challenging market environment, the segment's EBIT before special items was at the prior-year level, after we had forecast a considerable increase. This was mainly driven by volumes development. ROCE was con- siderably below the prior-year level, as expected. We considerably improved sales in the Surface Technologies segment, outperforming our forecast of a slight increase. The increase was primarily attributable to considerably higher sales in the Catalysts division as a result of higher precious metal prices. This more than offset the sales decrease in the Coatings division, which declined considerably rather than slightly. EBIT before special items declined considerably, contrary to our expectations of a slight increase. This was mainly due to volumes development in the Coatings division and higher fixed costs in the Catalysts division. Improved earnings in precious metal trading were unable to com- pensate for this. ROCE declined considerably and was thus below our expectations. This was largely the result of special charges, slight decline slight decline 20 considerable increase considerable decline BASF Group sales in 2020 were at the prior-year level, contrary to our forecast at the beginning of the year of sales growth to between €60 billion and €63 billion. Sales development in the Chemicals, Industrial Solutions and Materials segments in particular was weaker than expected at the beginning of 2020. Lower demand as a conse- quence of the coronavirus pandemic led to a slight overall decline in volumes in the BASF Group, contrary to our assumptions. After forecasting lower prices, we were able to slightly increase price levels as a result of significantly higher precious metal prices. EBIT before special items amounted to €3,560 million, falling short of the €4.2 billion to €4.8 billion range we had forecast in February 2020. Earnings developments did not meet our expectations, especially in the Surface Technologies and Agricultural Solutions segments and in Other. The BASF Group's return on capital employed (ROCE) declined considerably rather than slightly compared with 2019. ROCE was also considerably below the cost of capital percentage. In April 2020, we withdrew the outlook provided in February 2020 due to the uncertainty surrounding the length and spread of the coronavirus pandemic, as well as the measures to contain it. In October 2020, we forecast sales of between €57 billion and €58 bil- lion. We expected EBIT before special items of between €3.0 billion and €3.3 billion and a ROCE of between 0.0% and 1.0%. Sales in the Chemicals segment declined considerably in 2020, after we had expected slight growth at the beginning of the year. This was largely the result of lower prices than expected in both divisions. Also, volumes were at the prior-year level overall, contrary to our forecast of volume growth. We were able to increase volumes in the Intermediates division as planned. By contrast, sales volumes in the Petrochemicals division remained at the prior-year level. This was primarily due to the effects of the coronavirus pandemic and lower product availability owing to the unplanned outage at the steam cracker in Port Arthur, Texas. EBIT before special items declined considerably as expected. ROCE declined considerably Forecast/actual comparisona Chemicals Materials Industrial Solutions Surface Technologies Nutrition & Care Agricultural Solutions Other BASF Group EBIT before special items Sales ROCE 2020 forecast slight increase considerable increase 2020 actual 2020 forecast 2020 actual considerable decline considerable decline considerable decline considerable decline considerable decline considerable decline slight increase slight increase considerable increase considerable increase considerable increase 15,506 2020 2026 and beyond 62 BASF Report 2020 For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 228 onward The €373 million increase in trade accounts receivable to €9,466 mil- lion was largely attributable to strong business developments in the fourth quarter. Other receivables and miscellaneous assets rose by €3,790 million to €4,673 million, driven mainly by an increase in precious metal trading positions due to higher prices, as well as higher tax refund claims. This was partially offset by the €1,903 million increase in cash and cash equivalents compared with the previous year. At €4,330 mil- lion, this safeguards the BASF Group's liquidity in times of crisis. 62 Current assets declined by €1,122 million to €29,868 million. This was largely the result of the derecognition of the disposal group for the construction chemicals business (€2,831 million). We recorded a €1,213 million decrease in inventories to €10,010 million, mainly due to the reduction in inventories in all segments and currency effects. Marketable securities declined by €237 million to €207 mil- lion. Other financial assets were slightly below the prior-year level, declining by €54 million to €582 million. Other receivables and mis- cellaneous assets decreased by €200 million compared with the previous year to €912 million. This was mainly due to the lower positive fair values of derivatives and the decline in loans and interest receivables. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Net Assets 1 To Our Shareholders Deferred tax assets rose by €499 million to €3,386 million, primarily as a result of higher pension provisions and the recognition of deferred tax assets for tax loss carryforwards. About This Report 1 To Our Shareholders % Million € December 31, 2019 December 31, 2020 Equity Noncontrolling interests Other comprehensive income Retained earnings Paid-in capital Equity and liabilities Financial Position 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Financial Position About This Report Million € 199 BASF Report 2020 207 4.4 3,790 5.8 4,673 10.5 0.3 9,093 9,466 Assets of disposal groups Cash and cash equivalents Marketable securities Other receivables and miscellaneous assets Accounts receivable, trade 11.8 444 0.5 4,330 a To increase reporting transparency, as of January 1, 2020, companies accounted for using the equity method that are not an integral part of the BASF Group are classified as purely financial investments and presented separately in the balance sheet. For more information, see the Notes to the Consolidated Financial Statements on page 228. 86,950 100.0 80,292 Total assets 30,990 37.3 29,868 Current assets 4,013 1.5 1,182 2.8 2,427 5.4 61 12.9 % 5.3 15,015 19.7 15,819 Noncurrent liabilities Other liabilities Financial indebtedness 17.3 1.5 1.9 1,484 Other provisions 0.6 516 0.7 1,340 1,711 2.1 1,678 6,494 2,938 3.5 2,825 Provisions 5.9 5,087 6.6 5,291 Accounts payable, trade 32.2 27,996 36.9 29,614 1.9 587 4,291 Tax provisions 1,764 1.0 853 0.8 670 -5.6 -4,850 34,398 -10.5 48.4 42,056 47.2 37,911 4.9 4,291 -8,474 42.8 42,350 48.7 1.8 1,447 Deferred tax liabilities 8.8 7,683 10.7 8,566 Provisions for pensions and similar obligations In addition, noncurrent financial indebtedness rose by €804 million to €15,819 million. This was mainly due to the issue of two euro- bonds (including one green bond) in the amount of €1 billion each, as well as new bank loans taken out for approximately €500 million. The reclassification of a eurobond with a carrying amount of around €1 billion to current financial indebtedness and the early repayment of U.S. bonds worth around €400 million had an offsetting effect. At €1,484 million, other provisions were €144 million below the figure as of December 31, 2019. Compared with the end of 2019, noncurrent liabilities rose by €1,618 million to €29,614 million. This was primarily attributable to the increase in provisions for pensions and similar obligations from €7,683 million to €8,566 million, mainly as a result of slightly lower discount rates in all relevant currency zones. The equity ratio decreased from 48.7% to 42.8%. Equity decreased by €7,952 million compared with the previous year to €34,398 million. Retained earnings declined by €4,145 mil- lion to €37,911 million. This was the result of dividend payments for 2019 and negative net income for 2020. Other comprehensive income amounted to -€8,474 million, after -€4,850 million in the previous year. The decrease was primarily due to currency effects and actuarial losses. ■ Net debt declines to €14,677 million ■ Equity ratio of 42.8%, compared with 48.7% in previous year Equity and liabilities 2.0 11,223 12.5 10,010 63 63 About This Report 1 To Our Shareholders 2 Management's Report Financial Position 3 Corporate Governance BASF Report 2020 4 5 Overviews Deferred tax liabilities declined from €1,764 million in the previous year to €1,447 million, while tax provisions were up €71 million from the 2019 year-end figure, at €587 million. Current liabilities declined by €324 million to €16,280 million, primarily due to the derecognition of the disposal group for the construction chemicals business. The €113 million year-on-year decrease in current provisions to €2,825 million largely resulted from lower personnel obligations. This was partially offset by higher provisions for restructuring measures. Tax liabilities rose by €232 million compared with the previous year to €988 million. Trade accounts payable increased by €204 million to €5,291 million. At €3,395 million, current financial indebtedness was €33 million above the prior-year figure. This was mainly due to the above- mentioned reclassification of the eurobond from noncurrent to current financial indebtedness and the issue of commercial paper. The increase was largely offset by the planned repayment of euro- bonds worth around €1,300 million. Net debt declined by €829 million compared with December 31, 2019, to €14,677 million as cash and cash equivalents rose at a faster rate than financial indebtedness. Consolidated Financial Statements 100.0 86,950 100.0 4.3 3,427 3.9 Liabilities of disposal groups 341 0.4 1,034 1.2 Current liabilities 16,280 20.3 16,604 19.1 Total equity and liabilities 80,292 For more information on the composition and development of individual balance sheet items, see the Notes to the Consolidated Financial Statements from page 228 onward 3,440 For more information on the development of the balance sheet, see the Ten-Year Summary on pages 314 to 317 Million € 3,395 3,362 2023 2,121 2024 1,351 2,310 19,214 2025 1,787 207 444 4,330 14,677 2,427 18,377 15,015 15,819 2022 Noncurrent financial indebtedness + Current financial indebtedness Financial indebtedness - Marketable securities - Cash and cash equivalents Net debt Financing policy and credit ratings Maturities of financial indebtedness Million € December 31, December 31, 2021 2020 2019 3,395 Net debt Other liabilities 3.9 3,362 1.1 912 Other receivables and miscellaneous assets 3.3 2,887 4.2 1,112 3,386 636 0.7 582 Other financial assets 15.1 13,123 Deferred tax assets Noncurrent assets 50,424 62.7 Inventories More information on the above transactions can be found on page 51 of this Management's Report and in the Notes to the Consolidated Financial Statements from page 235 onward Intangible assets declined by €1,380 million to €13,145 million. This was likewise primarily attributable to impairments, amortization and currency effects. Additions of €691 million, mainly in connection with the acquisition of the integrated polyamide business from Solvay, had an offsetting effect. Noncurrent assets declined by €5,536 million to €50,424 million. All items except deferred tax assets contributed here. The main driver was the €2,145 million decrease in property, plant and equipment to €19,647 million, primarily due to the impairments recognized as a consequence of the coronavirus pandemic. Negative currency effects of €934 million also contributed to the decline. Additions to property, plant and equipment amounted to €4,075 million. This figure included additions of €559 million from the acquisition of the integrated polyamide business from Solvay. Depreciation amounted to €3,130 million. At €10,874 million, non-integral investments accounted for using the equity method were also considerably below the prior-year level (€13,123 million), mainly as a result of impairments and currency effects relating to the shareholding in Wintershall Dea. Integral investments accounted for using the equity method were on a level with the prior year, at €1,878 million. Total assets amounted to €80,292 million as of December 31, 2020, significantly below the prior-year level (€86,950 million). ■ Decline in total assets due to impairments and divestiture of the construction chemicals business 100.0 35.6 4.6 1.3 0.7 2.2 Assets 64.4 55,960 13.5 10,874 Non-integral investments accounted for using the equity methodª 1,885 Assets Net Assets 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Net Assets 1 To Our Shareholders About This Report 988 1.2 756 0.9 Financial indebtedness 3,395 4.3 December 31, 2020 8,250 December 31, 2019 % 2.3 1,878 Integral investments accounted for using the equity method 25.1 21,792 24.5 19,647 16.7 14,525 16.4 13,145 Property, plant and equipment Intangible assets % Million € Million € 8,185 Tax liabilities 4,643 14,686 15,905 14,556 13,811 14,478 12,680 Income from operations (EBIT) before special itemsa 15,596 BASF Group 757 667 698 484 744 16,753 507 Million € 22 306 174 Chemicals 2019 2020 2019 Q1 2020 2020 2019 3.4 Q4 Q3 Q2 2019 -2 699 Other 1,582 Nutrition & Care 27% Agricultural Solutions 3,634 5,090 1,561 3,325 3,161 3,099 3,022 4,328 Surface Technologies 22% 4,142 702 1,555 1,427 1,808 1,601 1,561 1,474 1,796 1,766 1,495 2,649 Agricultural Solutions -22% Other 1,500 1,455 1,519 2,819 119 46 251 -171 -80 -256 -299 Other 161 -237 73 121 120 740 809 Agricultural Solutions 126 26 120 -170 16 3,560 10 70 BASF Report 2020 a Quarterly results not audited 842 -153 1,113 581 995 226 1,750 1,640 BASF Group 1,056 225 143 220 264 273 Industrial Solutions 80 489 266 163 217 -80 323 209 Materials 115 227 334 243 186 205 256 222 254 Nutrition & Care 236 215 206 200 129 -151 151 220 Surface Technologies 108 200 Nutrition & Care 1,932 15 2,130 663 -587 Surface Technologies 426 331 6,903 11,691 6,402 630 Industrial Solutions 784 1,957 8,782 9,118 889 973 11,773 565 320 459 16,530 14,840 928 582 585 Agricultural Solutions 510 6,399 6,214 644 688 Nutrition & Care 595 Other -109 1,108 18% Investments including Income from operations (EBIT) Million € 14% Surface Technologies Assets 17% Segment overview 24% Materials 19% 1,883 Chemicals Industrial Solutions Materials acquisitionsa 24% 871 8,978 7,896 622 -192 Chemicals Agricultural Solutions -16% 2019 2020 2019 2020 2019 2020 Other -1,203 Nutrition & Care 24,131 Industrial Solutions 2,375 2,147 2,429 1,783 2,180 23% 1,791 2,350 Chemicals 23% Materials 2019 2020 2,548 2019 Materials 2,931 2,141 1,844 -518 1,819 2,186 2,098 2,874 Industrial Solutions Surface Technologies 3,062 2,894 2,657 2,961 2,143 14% 2020 2,680 2020 About This Report 69 69 BASF Report 2020 a Additions to property, plant and equipment (of which from acquisitions: €559 million in 2020 and €3 million in 2019) and intangible assets (of which from acquisitions: €691 million in 2020 and -€37 million in 2019) 4,097 4,869 86,950 4,201 -191 BASF Group 27,585 2019 156 299 1 To Our Shareholders 2 Management's Report 80,292 4 3 Corporate Governance Chemicals 2020 Q4 Q2 Q1 Contributions to EBIT before special items by segment Q3 2019 Consolidated Financial Statements 5 Overviews Business Review by Segment 13% Salesa Million € 6.8 -2.2 0% % Volumes -44% 791 445 -169 -637 0% 16.2 -192 55% 923 1,429 15.3 % -20% 1,545 1% 1,237 1,574 -17% 622 Assets Research and development expenses 8,978 Sales development was mainly driven by significantly lower prices. In the Petrochemicals division, prices declined in almost all value chains as a result of lower raw materials prices and higher product availability on the market. Higher product availability on the market also led to lower prices in the Intermediates division, particularly in the acids and polyalcohols business and in the butanediol and derivatives business. Sales were also negatively impacted by currency effects. a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets 1,305 -8% -19% -15% Sales -2% -2% -2% Currencies -11% 108 96 0% 0% 0% Portfolio -21% 1,108 871 Investments including acquisitionsb -7% -17% -13% Prices -12% 7,896 -16% Million € 10,932 Segment data - Chemicals Business review 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 75 BASF Report 2020 595,000 590,000 Chemicals 545,000 a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Plasticizers Superabsorbents StyroporⓇ/NeoporⓇ Propylene 180,000 350,000 1,625,000 255,000 1,445,000 Volumes matched the prior-year level. The Intermediates division recorded slightly higher volumes in Asia, mainly in the amines busi- ness. This was offset by lower sales volumes, especially in the amines business in Europe and in the butanediol and derivatives business in North America. In the Petrochemicals division, volumes were at the level of the previous year. Sales volumes declined, primarily due to the effects of the coronavirus pandemic and the unplanned outage at the steam cracker in Port Arthur, Texas. The main offsetting factor was higher volumes of steam cracker prod- ucts in Europe. 3,480,000 2,630,000 Petrochemicals Intermediates ■ Sales down 15% to €8,071 million, mainly due to lower prices -17% 3,428 2,861 -8% 2,862 2,645 -19% 6,670 5,426 -15% 9,532 8,071 +/- 2019 2020 Return on capital employed (ROCE) EBIT before special items Depreciation and amortizationa Income from operations (EBIT) Special items Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Intersegment transfers Intermediates of which Petrochemicals Sales to third parties Factors influencing sales - Chemicals Sales to third parties in the Chemicals segment declined by €1,461 million year on year to €8,071 million in 2020. This was primarily due to the considerable decrease in the Petrochemicals division, where sales declined by €1,244 million to €5,426 million. At €2,645 million, sales in the Intermediates division decreased by €217 million compared with the prior-year figure. ■ EBIT before special items declines 44% to €445 million as a result of considerably lower contributions from both divisions 12,960 Petrochemicals - Sales by region 1 To Our Shareholders South America, Africa, Middle East 6% Asia Pacific 11% On January 31, 2020, BASF closed the acquisition of Solvay's integrated polyamide business, which was agreed in September 2017. The transaction broadens BASF's polyamide capabilities, allowing us to support our customers with even better engineering plastics solutions for applications such as autonomous driving and e-mobility. It also enhances access to growth markets in Asia as well as in North and South America. Through the backward inte- gration into the key raw material adiponitrile (ADN), BASF now has The synthesis of adipic acid is a very complex process in which nitrous oxide is produced. BASF re-uses the nitrous oxide in the Verbund instead of decomposing it, as is usual in the chemicals industry. Most of the nitrous oxide is isolated and used as a feedstock in the Intermediates division. BASF avoids 100,000 metric tons of CO2 per year through investments in our production plants and the strength of our Verbund in Ludwigshafen, Germany. The carbon footprint can be further reduced with additional measures such as using the mass balance approach, electricity from renewable sources and the ChemCycling TM method. 100,000 metric tons Value for the environment CO2 avoided per year More sustainable adipic acid production in Ludwigshafen reduces carbon footprint Adipic acid How we create value - an example Differentiated service and product offerings enable us to continu- ously expand the application horizon of our portfolio. The segment's global production network allows us to operate close to our customers. Additional differentiators, which continue to gain importance, are our products that enable a circular economy and our sustainable pro- duction approaches. BASF plays a vital role in substantial parts of plastic value chains, from monomers to polymers and their formulated specialties. This offers us the unique opportunity to shape and close cycles with our technological capabilities. One example is a recent development of a chemical recycling process for used mattresses. We cater to the growing needs of consumers in all key markets by developing new applications, high-performance materials, systems and digital solutions. Application know-how, industry knowledge and customer proximity are key differentiators. BASF's competence in this field is extended by advanced material simulation capabilities, which are a unique selling proposition in the industry. The Materials segment provides a toolbox of high-performance materials that is unique in the industry. Our major integrated isocya- nate and polyamide value chains are complemented by a number of specialties for the plastics and plastics processing industries. The Materials segment offers specially developed polymers and solu- tions to customer industries such as automotive, construction, electrical and electronics, and consumer goods. ■ Differentiated products and solutions for the automotive, construction and consumer goods industries Value for BASF ■Industry-leading portfolio of high-performance materials and their precursors, leveraging two integrated value chains Materials 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report About This Report 78 Change: -€168 million 1,003 835 BASF Report 2020 -6% Strategy Sales Annual production volume Adipic acid is a monomer used in the production of polyamides and polyesters. It is also used as a chemical intermediate, for example to produce plastics for the automotive industry. BASF produces around 720,000 metric tons of adipic acid per year at its sites in Ludwigshafen, Germany; Chalampé, France; and Onsan, South Korea. 430,000 Ammonia Product Production capacities of selected productsa Monomers Performance Materials Division Products, customers and applications In May 2020, BASF started construction of the first plants at its smart Verbund site in Zhanjiang in the southern Chinese province of Guangdong. This came as another milestone in the development of the company's investment project since its official commencement in November 2019. The plants will produce engineering plastics and thermoplastic polyurethane (TPU) to serve the increasing needs of various growth industries in the southern China market and in other Asian markets. Industries such as plastics, woodworking, furniture, packaging, textile, construction and automotive Isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlo- Use in the BASF Verbund rine, urea, glues and impregnating resins, caustic soda, polyam- ides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, agriculture, medical technology, sanitation and water industry, solar thermal energy and photovoltaics 720,000 metric tons Customer industries and applications Products Materials 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report 79 19 BASF Report 2020 production plants along the entire value chain for polyamide 6.6. At closing, approximately 700 Solvay employees joined BASF. For more information on the transaction with Solvay, see page 51 Engineering plastics, biodegradable plastics, foam specialties, polyurethanes -2% Currencies 6% 1 To Our Shareholders About This Report 77 BASF Report 2020 See page 155 for the outlook for 2021 EBIT declined by €814 million year on year to -€192 million. This included special charges of €637 million, mainly for impairments on property, plant and equipment in North America, Asia and Europe. These primarily reflected expectations of a prolonged oversupply of basic chemicals and the resulting decrease in prices and margins. Income from operations (EBIT) before special items was €445 million, €346 million below the 2019 figure. The considerable decrease affected both divisions, but in particular the Petrochemicals division, and was primarily attributable to lower margins. North America 16% €2,645 million Asia Pacific 40% 40% Europe South America, Africa, Middle East 4% 2 Management's Report Location of customer 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals To Our Shareholders 1 About This Report 76 €5,426 million 57% Europe BASF Report 2020 North America 26% Intermediates - Sales by region 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Portfolio 2019 -5% Prices 2020 -5% Volumes Million € Income from operations before special items Change: -7% Percentage of sales: 52% Performance Materials €5,635 million Factors influencing sales €11,466 million 2019: Change: -6% €10,736 million 2020: Percentage of sales: 48% Monomers €5,101 million Change: -6% Isocyanates and polyamides as well as inorganic basic products and specialties for sectors such as the plastics, automotive and construction industries Polyurethanes, thermoplastics and foam specialties for sectors such as the transportation, construction and consumer goods industries, as well as for industrial applications Performance Materials Divisions Sales The Materials segment is composed of the Performance Materials division and the Monomers division. The Materials segment's portfolio comprises advanced materials and their precursors for new applications and systems. These include isocyanates and polyamides as well as inorganic basic products and specialties for the plastics and plastics processing industries. We want to focus primarily on organic growth through differentiation via specific technological expertise, industry know-how and customer proximity to maximize value in the isocyanate and polyamide value chains. Materials Materials Location of customer 645,000 About This Report 910,000 1,456 BASF Group -23 -109 160 -645 -364 -128 -291 -321 Other 84 1,779 4 -304 29 95 772 787 Agricultural Solutions 89 103 224 86 207 255 43 124 59 -2,638 €9,532 million 2019: Change: -15% 2020: €8,071 million Percentage of sales: 33% Intermediates €2,645 million Change: -8% Sales Comprehensive portfolio of intermediates and specialties, which are used as precursors for products such as coatings, plastics, textile fibers, pharmaceuticals and crop protection products Intermediates Broad portfolio of high-quality basic chemicals and specialties tailored to the needs of internal and external customers that serve as starting materials for products such as dispersions, paints, coatings, plastics, insulating materials and hygiene products Petrochemicals Divisions 507 The Chemicals segment consists of the Petrochemicals and Intermediates divisions. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal transfers, our customers mainly come from the chemical and plastics industries. We aim to expand our competitiveness through technological leadership and operational excellence. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders Chlorine 71 BASF Report 2020 a Quarterly results not audited 579 932 1,336 Chemicals 244 Nutrition & Care 202 -18 302 170 Chemicals 2019 2020 2019 2020 2019 2020 2019 2020 -37 Q4 Q2 22 Q1 Million € Income from operations (EBIT)ª Business Review by Segment 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report 1 To Our Shareholders About This Report Q3 -504 248 160 175 192 -803 125 -176 144 217 Surface Technologies 47 179 207 78 228 133 407 240 Industrial Solutions 71 420 262 -546 319 -102 321 119 Materials 109 Factors influencing sales Petrochemicals €5,426 million Change: -19% Percentage of sales: 67% Income from operations before special items 1 To Our Shareholders About This Report BASF Report 2020 74 2022 30% increase 2020 80,000 40,000 2022 n/a n/a 2 Management's Report Chemicals Startup Additional annual capacity through expansion (metric tons) Chemical, plastics, coatings, construction, automotive, textile, pharmaceutical and agricultural industries; production of detergents and cleaners as well as crop protection products and textile fibers Use in the BASF Verbund Chemical and plastics industry, construction, detergent, hygiene, automotive, packaging and textile industries; production of paints, coatings, cosmetics, oilfield and paper chemicals Customer industries and applications Use in the BASF Verbund Specialties: specialty amines such as tertiary butylamine and polyetheramine, gas treatment chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols, acrylic monomers, styrene and polystyrene, styrenic foams, superabsorbents Products a Operated by a joint venture with Sinopec Expansion: ethylene oxide plant Expansion: neopentyl glycol planta Expansion: tertiary butylamine plant Antwerp, Belgium Nanjing, China Total annual capacity (metric tons) 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews 305,000 250,000 1,510,000 (metric tons): Annual capacity ■ - South America, Africa, Middle East Asia Pacific North America Europe Sites Propionic acid PolyTHF® Oxo-C4 alcohols (calculated as butyraldehyde) Neopentyl glycol Ethylene oxide Ethylene Ethanolamines and derivatives Butanediol equivalents Butadiene Benzene Formic acid Alkylamines Acrylic acid Product Production capacities of selected products³ Project 680,000 Location Intermediates Strategy 5 Overviews Consolidated Financial Statements 4 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 72 Change: -€346 million 791 445 ■ Integrated production facilities form core of Verbund BASF Report 2020 Sales -2% Currencies 0% Portfolio 2019 -13% Prices 2020 0% Volumes Million € -15% ■ Technological leadership and operational excellence provide most important competitive edge The Chemicals segment is at the heart of the Verbund. Its produc- tion facilities supply BASF's segments with basic chemicals and intermediates to produce higher value-added products. In this way, the segment makes a significant contribution to BASF's organic growth. The Chemicals segment is also a reliable supplier and provides chemicals of consistently high quality and markets them to customers in downstream industries. We create value through process and product innovation and invest in research and development to implement new, sustainable technologies and to make our existing technologies even more efficient. Technological leadership, operational excellence and a clear focus on individual value chains are among our most important competitive advantages. We concentrate on the critical success factors of the classic chemicals business: leveraging economies of scale and the advantages of our Verbund, high asset reliability, continuous optimization of access to raw materials, lean and energy efficient processes, and reliable, cost-effective logistics. Further- more, we are constantly improving our global production structures and aligning these with regional market requirements. We continu- ously improve our value chains and are expanding our market position - especially in Asia – with investments and collaborations in growth markets. Petrochemicals Division Products, customers and applications As part of the global optimization of production structures, BASF Idemitsu Co. Ltd, a joint venture between BASF and Idemitsu Kosan Co. Ltd., closed a production plant for butanediol in Chiba, Japan, in 2020. Another butanediol plant operated by our joint venture BASF Petronas Chemicals Sdn. Bhd. in Kuantan, Malaysia, will be closed in 2021. At our Verbund site in Antwerp, Belgium, we are expanding our ethylene oxide plant. The project also includes several downstream plants, for example, to produce surfactants. After completing the multi-stage startup process for the new, highly efficient acetylene plant in Ludwigshafen, Germany, we have improved our competi- tiveness and strengthened the product line's sustainability. In our existing 50:50 joint venture BASF-YPC Company Limited (BYC) in Nanjing, China, BASF and Sinopec plan to further expand the site to strengthen the joint production of chemical products in China. In addition, in 2020 we increased the production capacity for neopentyl glycol at the Nanjing site to further support the growth of our customers in China. Strategically, we continue to invest in growth markets, such as the planned expansion of production capacities for tertiary butylamines in Nanjing, China, by 2022. As part of a memorandum of understanding signed in October 2019, the Abu Dhabi National Oil Company, the Adani group, BASF and Borealis AG have completed a joint feasibility study for a chemical complex in Mundra, India. The global economic uncertain- ties caused by the coronavirus pandemic led the partners to put the project on hold in November 2020. The partners remain convinced of the strong fundamentals represented by the Indian market and have agreed to re-examine market conditions in the future. There is continued focus on the construction of an integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Chemicals 1 To Our Shareholders About This Report 73 BASF Report 2020 As part of its ChemCycling TM project, BASF uses pyrolysis oil produced by partners from post-consumer plastic waste as a feedstock in its Verbund production. We manufacture virgin-grade plastics from the pyrolysis oil according to a mass balance approach. Currently, BASF already has 40 independently certi- fied sales products with an allocated share of recycled raw materials in its portfolio. These products have the same properties as those produced from fossil raw materials. This means that our customers can process them in the same way as conventionally produced products and use them in demanding applications such as food packaging or automotive parts. Our customers commercially marketed the first applications based on chemically recycled plastic waste in 2020. 40 products Value for BASF and for our customers Number of sales products using recycled raw materials ChemCycling™ is a vital lever in creating a circular economy for plastics. The project covers plastic waste for which high-value processing is not yet available and makes it possible to produce virgin-grade chemical products from recycled feedstocks. At the same time, greenhouse gas emissions are lower than for conven- tional products made from primary fossil resources as the waste is no longer incinerated. In 2020, we processed around 1,000 metric tons of recycled raw materials in the Verbund, saving the same amount of fossil resources. We plan to succes- sively increase the use of recycled feedstocks over the coming years. The Chem Cycling TM project will play a significant part in achieving BASF's target of using 250,000 metric tons of recycled and waste-based feedstocks annually from 2025 onward. For more information on ChemCycling™, see page 116 onward 250,000 metric tons KASK Recycled raw materials used in the Verbund from 2025 onward Value for the environment An innovative approach to recycling plastic waste ChemCycling™ How we create value - an example Material investments Urea Monomers Polyamides 6 and 6.6 Location Geismar, Louisiana Project Startup Guaratinguetá, Brazil Construction: MDI synthesis unit Capacity expansion: sodium methylate 920,000 2020 Zhanjiang, China Construction: engineering plastics plant 2022 BASF Report 2020 80 Isocyanates 2020 675,000 00 925,000 1,420,000 Polyamide precursors Sites Europe North America Asia Pacific Annual capacity (metric tons) South America, Africa, Middle East Sulfuric acid a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Material investments 1,765,000 595,000 545,000 2,610,000 Propylene oxide Prices -7% -4% -5% 4% 10.7 9,118 -4% -6% -5% Volumes Investments including acquisitionsb 8,782 1,957 182 150% -1.1 -6% Sales -2% -2% -2% 784 Currencies 193 Research and development expenses 7% 5% 6% Portfolio -6% % 1,665 1,003 -6% 720 849 -15% 11,456 12,315 -7% 1,714 1,719 0% 1,556 1,691 -8% % -17% 14.5 -7% 718 132% -109 973 Special items -944 -30 Materials Performance Materials Monomers EBIT before special items Return on capital employed (ROCE) 835 14.7 -6% Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants The sales decrease was due in part to lower prices. In the Mono- mers division, prices levels declined for polyamides in particular due to lower raw materials prices and higher product availability on the market. Isocyanate prices also decreased. In the Performance Materials division, prices declined for engineering plastics and polyurethane systems in particular as a result of lower raw materials prices. 5 Overviews Production capacities of selected productsa Product Sites Europe North America Asia Pacific South America, Africa, Middle East Acrylics dispersions Formulation additives Polyisobutene a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Material investments Location Castellbisbal, Spain Cincinnati, Ohio Huizhou, China Capacity expansion: dispersions for packaging 2020 2020 Capacity expansion: water-based polyurethane dispersions Construction: production plant for engine coolants Startup Project 4 Consolidated Financial Statements 265,000 1,742,000 Annual capacity (metric tons) Pontecchio Marconi, Italy Pasir Gudang, Malaysia Jurong, Singapore Jinshan, China 66,000 a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets 3 Corporate Governance 1 To Our Shareholders Sales were also reduced by lower volumes in both divisions due to the effects of the coronavirus pandemic. In the Performance Materi- als division, volumes declined for engineering plastics, polyurethane systems and Cellasto, primarily as a result of weaker demand from To continue to provide a reliable supply of high-quality dispersions solutions in the growing ASEAN, Australian and New Zealand markets, we have doubled the production capacity for acrylics dispersions in Pasir Gudang, Malaysia. The additional capacities started up in January 2021. BASF Report 2020 84 About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Products Polymer dispersions, resins, additives, pigments, electronic materials Antioxidants, light stabilizers and flame retardants for plastic applications 5,402 Process chemicals for the extraction of oil, gas, metals and minerals; chemicals for enhanced oil recovery Kaolin minerals About This Report 85 59 BASF Report 2020 Performance Chemicals Dispersions & Pigments 2 Management's Report Industrial Solutions Division On August 29, 2019, we reached an agreement with DIC, Tokyo, Japan, on the acquisition of BASF's global pigments business. The purchase price on a cash and debt-free basis is €1.15 billion. The assets and liabilities to be divested were reclassified to a disposal group in the Dispersions & Pigments division as of this date. The transaction is expected to close in the first half of 2021, subject to the approval of the relevant competition authorities. In July and August 2020, we announced a strategic partnership with IntelliSense.io and a strategic investment by BASF in the company to combine expertise in mineral processing, ore beneficiation chemistry and industrial Al technology. We expanded our dispersions portfolio at our site in Huizhou, China, to better serve the fast-growing packaging industry in southern China. The expansion complements our production capacities in Shanghai, China, reduces lead times and improves raw material supply for our customers. Production capacities for water-based polyurethane dispersions at our Castellbisbal site in Spain were also expanded to meet rising demand. Chemicals, plastics, consumer goods, automotive and transportation industries, as well as energy and resources Coatings, construction, paper, printing and packaging, adhesives and electronics industries Customer industries and applications Products, customers and applications 5,101 Sales to third parties 6.064 82 About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Industrial Solutions The Industrial Solutions segment consists of the Disper- sions & Pigments and the Performance Chemicals divisions. It develops and markets ingredients and additives for industrial applications, such as fuel and lubricant solutions, polymer dispersions, pigments, resins, electronic materials, antioxidants, light stabilizers, oilfield chemicals, and mineral processing and hydrometallurgical chemicals. We aim to grow organically in key industries such as automotive, plastics, electronics, and energy and resources, and expand our position in value-enhancing additives and solutions by leveraging our comprehensive industry expertise and appli- cation know-how. Sales Divisions Dispersions & Pigments Raw materials used to formulate products in the coatings, construction, paper, printing and packaging, adhesives and elec- tronics industries 62 Performance Chemicals Performance Chemicals €2,775 million Change: -14% 2020: €7,644 million Percentage of sales: 36% Factors influencing sales Change: -9% 2019: €8,389 million Dispersions & Pigments €4,869 million Change: -6% Percentage of sales: 64% Income from operations before special items Million € Volumes -2% 2020 Customized products for various customer industries such as chemicals, plastics, consumer goods, energy and resources, as well as automotive and transportation BASF Report 2020 In the Performance Materials division, EBIT before special items was slightly above the prior-year level, primarily as a result of improved margins. Income from operations (EBIT) before special items declined by €168 million compared with the previous year to €835 million. This was attributable to a considerable decrease in the Monomers division, mainly due to lower polyamide margins and volumes. the automotive industry in Europe and North America in particular. The Monomers division recorded lower volumes, especially of toluene diisocyanates (TDI) and polyamides. Currency effects had a slightly negative impact on sales. Sales in both divisions were positively impacted by portfolio effects from the acquisition of Solvay's integrated polyamide business. In the Performance Materials division, sales to the automotive indus- try were considerably below the previous year due mainly to lower volumes. In Asia, sales volumes grew in 2020 after a weak first half of the year, driven by strong demand in China, while volumes in Europe and North America remained below the prior-year level. Sales in the consumer goods industry declined, primarily due to lower prices, while volumes were only slightly below the level of the previous year. Higher volumes in Asia, especially in the appliances segment, were able to partially offset lower sales volumes in Europe and North America. Sales also decreased considerably in the construction industry due to lower volumes and prices. Significantly higher sales volumes in Asia, especially in China, were unable to offset lower volumes in Europe and North America. BASF Report 2020 81 54 About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Materials Performance Materials - Sales by region Location of customer North America 19% €5,101 million 44% Europe Asia Pacific 31% See page 155 for the outlook for 2021 EBIT declined by €1,082 million year on year to -€109 million. This included special charges of €944 million, mainly for impairments on property, plant and equipment in Europe due to a continued over- supply and the resulting pressure on prices and margins. Prices South America, Africa, Middle East 6% Monomers - Sales by region €5,635 million 36% Europe North America 24% Asia Pacific 36% South America, Africa, Middle East 4% Location of customer -7% -4% Portfolio >15,000 metric tons BASF has been marketing and developing polyisobutene for almost 90 years, setting standards on the market for this unique product. Since being launched in 1931, OPPANOLⓇ has been a key competitive differentiator in our customers' products, helping them to meet their targets. OPPANOL® offers solutions for a wide range of different applications. Formulations that provide a steam barrier, electrical insulation, good adhesion and flexibility at low temperatures (cold flow) are possible, depending on the requirements. The new and improved OPPANOL® B 12 BMBcert™ makes BASF the first company to use the biomass balance approach to produce and offer this product based on 100% renewable resources. The European market for OPPANOL® B 12 BMBcert TM has a volume of over 15,000 metric tons per year. About This Report 1 To Our Shareholders 2 Management's Report 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Materials Business review Segment data - Materials Million € ■ EBIT before special items down 17% at €835 million, primarily due to lower polyamide margins and volumes Sales to third parties in the Materials segment declined by €730 million compared with 2019 to €10,736 million. The decline was mostly attributable to the Performance Materials division, where sales decreased by €429 million year on year to €5,635 million. The Monomers division recorded a sales decrease of €301 million to €5,101 million. Annual volume of the relevant market in Europe Factors influencing sales - Materials of which Performance Materials Monomers Intersegment transfers Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) 2020 2019 +/- 10,736 11,466 -6% 5,635 2020 Value for BASF of production in Kaisten in 2019 and Jurong in 2021, BASF aims to better serve the growing demand from customers in Asia and Europe, the Middle East and Africa. In addition, we plan to increase production capacities for the antioxidant Irganox® 1520L by 20% at the Pontecchio Marconi site in Italy. The expansion is scheduled to come on stream in the first quarter of 2021. More and more industrial businesses are actively working to reduce their carbon footprint, and sustainable production is also playing an increasingly important role for customers when choosing which product to buy. Its properties make OPPANOL® a key building block for applications such as chewing gum, window sealants and adhesives. OPPANOL® improves product processing for our customers and makes their end products more efficient. BASF offers a sustainable alternative to con- ventional, fossil-based products with the new-generation poly- isobutene OPPANOL® B 12 BMBcert TM. By using 100% renew- able resources like biogas in the production of OPPANOL® B 12 BMBcert TM, BASF reduces greenhouse gas emissions by up to 85% compared with conventional production processes - with- out affecting product performance. -1% Currencies -2% Sales -9% BASF Report 2020 822 820 Change: €2 million 83 883 About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 Consolidated Financial Statements 85% up to Reduces greenhouse gas emissions by First polyisobutene derived from 100% renewable resources Value for the environment OPPANOL® B12 BMBcert™ How we create value - an example 2019 We are increasing global production capacity for the antioxidant IrganoxⓇ 1010 by 40% through projects to expand production at our sites in Jurong, Singapore, and Kaisten, Switzerland. With the start Through our focus on the development of sustainable solutions, our products create additional value for our customers and enable differentiation. We develop new solutions together with our custom- ers and strive for long-term partnerships that create profitable growth opportunities for both parties. To achieve this, we draw on our innovative strength and our many years of experience and in-depth industry expertise. Efficient production setups, backward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership are also essential. We take on the challenges posed by important future issues, especially those resulting from population growth: scarce resources, environmental and climatic stressors, as well as the desire for better quality of life. To achieve this, we focus on research and develop- ment and maintain close relationships with leading companies in our customer industries. We position ourselves globally to reliably supply customers in all regions. We invest in the development of innovations that enable our products and processes – as well as our customers' applications and processes – to make a contribution to sustainability, for example, by allowing resources to be used more efficiently. ■ Global presence ensures reliable supply to customers in all regions ■ Tailor-made products and solutions improve our customers' applications and processes Strategy 5 Overviews We support our customers by serving as a reliable supplier with consistently high product quality, good value offerings and lean processes. Through our in-depth application knowledge and technological innovations, we strengthen customer relationships in key industries. Capacity expansion: synthetic esters ■ Sales 6% below previous year at €10,736 million, mainly as a result of lower prices and volumes Capacity expansion: antioxidants (IrganoxⓇ) Compared with 2019, EBIT declined by €259 million to €630 million. EBIT included special charges of €192 million, mainly in connection with the carve-out of the pigments business and for impairments on property, plant and equipment in all regions. This primarily reflected the decline in production in the automotive industry as well as the expected slow recovery due to the effects of the coronavirus pandemic. See page 155 for the outlook for 2021 BASF Report 2020 88 About This Report 1 To Our Shareholders 2 Management's Report Surface Technologies 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Surface Technologies The Surface Technologies segment comprises the Catalysts and Coatings divisions, which offer chemical solutions for surfaces. Its portfolio serves the automotive and chemical industries and includes automotive OEM and refinish coat- ings, surface treatment, catalysts, battery materials, and precious and base metal services. We improve our cus- tomers' applications and processes with tailored products, technologies and solutions, and support them through geographical proximity and supply reliability across all regions. The aim is to drive BASF's growth by leveraging our portfolio of technologies and expanding our position as a leading and innovative provider of battery materials and surface coatings solutions. TEPL88 Sales Divisions Catalysts Mobile emissions catalysts, chemical catalysts and adsorbents, refining catalysts, battery materials, precious and base metal products and services, precious metal trading, recycling, clean air technologies Coatings Automotive OEM coatings, automotive refinish coatings and services, decorative paints, surface-applied treatments for metal, plastic and glass substrates for a wide range of industries Coatings €3,089 million Change: -18% Percentage of sales: 19% The decline in the Performance Chemicals division was mainly driven by lower volumes. 2020: The increase in the Dispersions & Pigments division was largely attri- butable to lower fixed costs, mainly as a result of cost optimization measures. This more than offset lower margins, primarily from the price-related decrease in sales. North America 24% The sales performance was driven by lower price levels, especially in the Dispersions & Pigments division due to the decrease in raw materials prices. Lower volumes overall also contributed to the sales decrease. In the Performance Chemicals division, the decline in sales volumes was most pronounced in the fuel and lubricant solutions and oilfield chemicals businesses. In the Dispersions & Pigments division, vol- umes were at the level of the previous year. Sales were additionally reduced by negative currency effects in both divisions as well as portfolio effects from the transfer of BASF's paper and water chemicals business, which was previously reported under the Performance Chemicals division, to the Solenis group as of January 31, 2019. Dispersions & Pigments - Sales by region Location of customer South America, Africa, Middle East 5% Asia Pacific 31% €4,869 million BASF Report 2020 North America 26% 38% Europe 40 87 About This Report 1 To Our Shareholders 2 Management's Report Industrial Solutions 3 Corporate Governance 4 Consolidated Financial Statements 5 Overviews Performance Chemicals - Sales by region Location of customer South America, Africa, Middle East 11% 38% Europe Asia Pacific 27% €2,775 million Income from operations (EBIT) before special items was on a level with the previous year at €822 million. Considerably higher EBIT before special items in the Dispersions & Pigments division was offset by a considerably lower contribution from the Perfor- mance Chemicals division. €16,659 million Change: 27% 2019: 4 Consolidated Financial Statements 5 Overviews Strategy ■ Development of chemical solutions for surfaces in close collaboration with our customers and partners ■ Expanding growth and a leading market position in battery materials In the Surface Technologies segment, our focus is on the protection, modification and development of surfaces. We develop innovative products and technologies in close collaboration with our customers from the catalysts, coatings and battery materials sectors, and offer precious and base metal as well as surface treatment services. Our aim is to drive growth by leveraging our portfolio of technologies to find the best solution for our customers in terms of functionality and cost. This helps our customers to drive forward innovation in their industries and contribute to sustainable development. Key growth drivers for us are the positive medium-term develop- ment of the automotive market, especially in Asia, the trend toward sustainable, low-emission mobility in the automotive industry, and the associated rise in demand for battery materials for electromobility. Together with our customers, we are developing customized, sustainable solutions in these growth areas for battery materials, emission control, lightweight engineering concepts and functional coatings. Our specialties and system solutions enable customers to stand out from their competition. We aim to expand our position as a leading and innovative provider of battery materials and benefit from the strong growth in this market segment. A global, customer-focused production network for battery materials is crucial here. In 2020, BASF announced plans to invest in a new production plant for cathode active materials in Schwarzheide, Germany. The new plant will use precursors from the precursor plant for cathode active materials in Harjavalta, Finland, which was announced in 2018. The two plants are scheduled for startup in 2022 and will produce cathode active materials for around 400,000 fully electric mid-size vehicles per year. With these invest- How we create value - an example FWC+ catalyst Next generation of BASF's four-way conversion catalyst for highly efficient particulate removal Value for our customers Significantly reduces particulates in exhaust gas emissions by up to 95% Our automotive customers are increasingly interested in develop- ing environmentally friendly engines with lower exhaust emis- sions. We support them with highly efficient catalysts and filters and also help them to meet strict regulatory requirements. The FWC+ catalyst for gasoline engines is an example of BASF's expertise in mobile emissions control. The FWC+ catalyst is a highly efficient filter that reduces particulates in exhaust gas emissions by up to 95%. This reduces the environmental impact and significantly improves air quality. ments in Finland and Germany, BASF aims to become the first cathode active materials supplier with local production capacities in what are currently the three main markets: Asia, the United States and Europe. Value for BASF Estimated annual sales potential from 2022 >€20 million The conventional four-way conversion catalysts used in gasoline engines filter out ultra-fine particles and chemically remove substances such as carbon monoxide (CO), unburned hydrocar- bons (HC) and nitrogen oxides (NOx) in exhaust gas. This exhaust purification technology was significantly improved with the development of the FWC+ catalyst - the next generation of the four-way conversion catalyst. These new, additional components in the exhaust system now filter particulates much more efficiently than in the past. The technology was initially introduced to the Chinese passenger car market in 2019 before being launched in Europe in 2020. It has an estimated annual sales potential of more than €20 million from 2022 onward. BASF Report 2020 00 90 3 Corporate Governance 2 Management's Report Surface Technologies 1 To Our Shareholders About This Report €13,142 million Catalysts €13,570 million Change: 44% Percentage of sales: 81% Factors influencing sales Income from operations before special items Million € 2022 Volumes -1% 2020 Prices 32% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets 2019 0% Currencies -4% Sales 27% BASF Report 2020 484 722 Change: -€238 million 89 88 Portfolio -14% Assets -9% ■ Sales down 9% to €7,644 million, mainly due to lower prices Million € Segment data - Industrial Solutions Business review 5 Overviews 4 Consolidated Financial Statements 3 Corporate Governance 2 Management's Report Industrial Solutions To Our Shareholders 1 About This Report 86 98 BASF Report 2020 -14% 2021 2022 2021 2021 375 524 -28% 8,019 ■ EBIT before special items of €822 million, on a level with the previous year 8,913 At €7,644 million, sales to third parties in the Industrial Solutions segment were €745 million below the prior-year figure in 2020. This was due to considerably lower sales in both divisions. Sales declined by €436 million to €2,775 million in the Performance Chemicals divi- sion and decreased by €309 million to €4,869 million in the Disper- sions & Pigments division. Sales to third parties 3,211 2,775 -6% 5,178 4,869 -9% 8,389 7,644 +/- 2019 2020 Sales Currencies Portfolio Prices Volumes -6% Income from operations (EBIT) Depreciation and amortizationa Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Intersegment transfers of which Dispersions & Pigments Performance Chemicals Factors influencing sales - Industrial Solutions -10% Capacity expansion: production plant for acrylics dispersions Capacity expansion: light stabilizers (TinuvinⓇ NOR® 356) Capacity expansion: antioxidants (IrganoxⓇ) 1,249 331 426 -22% 177 192 -8% Special items Industrial Solutions 1,189 Performance Chemicals EBIT before special items Return on capital employed (ROCE) -2% 0% -5% Assets -4% -5% -3% Investments including acquisitionsb -1% 0% -4% Research and development expenses -2% -1% -2% -7% 6,903 Dispersions & Pigments 12.5 -5% 1,099 6,402 -17% % 14.4 15.8 469 438 7% 1,327 889 -29% -192 69 630 9.3 % 0% 822 820 < > To Our Shareholders - Letter from the Chairman of the Board of Executive Directors BASF Report 2021 regulations driven by policymakers and society do present a tremendous challenge to industry in general and particularly to the chemical industry. At the same time, however, they lead to new business opportunities. The dynamic development from the combustion engine to electromobility is a good example of this. As a leading chemical supplier to the automotive industry and producer of innovative cathode active materials for electric vehicle batteries, we are able to profit from this development. Growth and climate protection go hand in hand: Our materials not only support the dynamic growth of this market, but their low carbon footprint also paves the way for climate-neutral mobility. CO2-free chemical production is the future. And BASF wants to be among the first there. industry and innovative chemical products. Extensive neutrality is possible without a competitive chemical tion is the foundation for a wide range of growth opportunities! Neither future prosperity nor climate Profitable growth lays the foundation for a success- ful transformation. This is why we continue to focus our portfolio and business activities on organic growth. And the reverse is also true: The transforma- CO2-free chemical production is the future. And BASF wants to be among the first there. It all starts with transparency, which is why we provide our customers with Product Carbon Footprints (PCF) - the carbon footprint associated with production per kilogram of sales product – for each of our 45,000 sales products. Furthermore, we help our customers develop strategies to reduce their carbon footprint, to use resources more efficiently, and to manufacture products in a more environmentally friendly way. We expect that demand for such emission-free or emission-reduced products will exceed supply in the medium term, and that their market value will more than compensate for the higher production costs. It therefore also makes good economic sense to take a leading role here. That is why we want to be among the first to provide as many products as possible from our portfolio with a reduced carbon footprint in large volumes by the end of the decade. This differentiates us, increases our competitiveness and enables growth above market. Electricity from renewable sources in great quantities and at favorable prices would enable us to achieve a climate-neutral future. This is made possible by the electrification of entire value chains. To achieve this, we need to massively expand renewable energies worldwide. Currently, this is not happening fast enough. That is why we are leading the way and securing access to green power. We already announced several projects in 2021 as part of the implementation of our Make & Buy strategy: We have secured a half share in a 1.5 gigawatt offshore wind park from Vattenfall in the North Sea off the coast of the Netherlands. It should be connected to the grid in 2023. It will be the world's biggest offshore wind farm - and all this without any public subsidies. We are taking a different approach with Ørsted and Engie: We have concluded attractive electricity supply contracts with both energy companies for a term of 25 years. In other regions as well, for example, in the United States and China, we are securing access to green power. In this way, we are planning proactively and laying the foundation to ensure a long-term supply of electricity from renewable resources. We are also redefining raw material cycles through recycling. Good examples of this are the chemical recycling process in which a new raw material, pyrolysis oil, is obtained from plastic waste; the recycling of mattresses, which are broken down into polyurethane precursors; and the use of bio-based raw materials. There is a great feeling of excitement in the BASF team! With our inno- vation power, creativity and entrepreneurial courage, we look to the future with optimism. >>> China is already the largest chemical market in the world and has high growth potential in the long term. With the construction of our new Verbund site in Zhanjiang in the southern Chinese province of Guangdong, we want to further accelerate our profitable growth in the region. We are setting new standards in energy transformation there as well. By taking advantage of a new regulatory Master Bedenüller framework and signing a supply agreement for electricity from renewable sources with China Resources Power in June 2021, we will be able to operate the first plants at the new Verbund site in Zhanjiang completely with green power. Sustainable solutions and innovative products across our entire portfolio enable us to remain on our growth path and systematically drive the transformation to greater sustainability. We act swiftly and systematically in the imple- mentation of our long-term strategy for profitable growth. I am convinced that climate neutrality and sustainable resource use are not possible without a competitive chemical industry. Our company is very well positioned. We make our contribution to society and at the same time, secure our long-term competitiveness. I am pleased that you support us on our path to a sustainable future. Many thanks for your trust. Yours, Martin Brudermüller 10 10 177 Report of the Supervisory Board 174 Management and Supervisory Boards 12 BASF on the Capital Market 289 With our innovation power, creativity and entrepre- neurial courage, we look to the future with optimism. Climate neutrality and sustainable resource use are not possible without a competitive chemical industry. courage to think in new directions. It will involve converting the big steam crackers from heating based on fossil fuels to electrical heating. In these plants, at the beginning of the value chains, steam is used to split naphtha into basic chemicals at about 850 degrees Celsius. Other examples include the CO2-free production of hydro- gen by water electrolysis and methane pyrolysis, and using waste heat recovered with heat pumps instead of conventional steam generation in gas-fired power plants. We will invest roughly €4 billion to reach our 2030 emission reduction targets. reported in full. Unless otherwise indicated, data on social responsi- bility and transportation safety refers to BASF SE and its consolidated subsidiaries. To Our Shareholders - Letter from the Chairman of the Board of Executive Directors Q< >= 7 Shareholders To Our BASF Report 2021 1 2021 COMMUNITY MEMBER Contents GRI LEAD Global Compact COMPAC UN GLOBAL COMPACT UN BALC WE SUPPORT 2021 PARTICIPANT This report contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward- looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such risk factors include those discussed in Opportunities and Risks on pages 151 to 160. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Letter from the Chairman of the Board of Executive Directors policy. ambitious dividend on January 4, 2022, to buy back own shares in the amount of up to €3 billion. cantly undervalued on the capital market, we decided opment. Given that we believe that BASF is signifi- At BASF, we have an The development of our share price in 2021 remained well below our expectations, despite our very good operating performance and targeted strategic devel- At BASF, we have an ambitious dividend policy. Our free cash flow of €3.7 billion reflects our financial strength. Therefore, we will propose to the Annual Share- holders' Meeting a dividend of €3.40 per share, representing an increase of 10 euro cents compared with the previous year. We want to be an attractive investment and reliably create value for you, our shareholders. Overviews 2021 was a very successful business year for BASF. Despite the ongoing coronavirus pandemic, widespread supply bottlenecks, and increasingly higher energy and raw materials prices, we achieved record levels of sales and earnings. We achieved an EBIT before special items of €7.8 billion. Our sales volumes were five percentage points above the 6% growth in the global chemical industry and we raised prices by 25%. This enabled us to once again earn a premium on our cost of capital in 2021. Our economic development confirms that we are on the right path with our strategic direction, our adapted organizational structure and our ongoing cost discipline. To Our Shareholders - Letter from the Chairman of the Board of Executive Directors BASF Report 2021 12 11 8 BASF on the Capital Market The Board of Executive Directors of BASF SE Dear shareholder, Forward-looking statements and forecasts An assurance statement of the NFS can be found at basf.com/nfs-audit-2021 An assurance statement on the sustainability information in the BASF Report 2021 can be found at basf.com/sustainability_information For more information on our sustainability reporting, see from page 45 and 96 onward Material topics along the value chain form the focal points of report- ing and define the limits of this report. We take three dimensions into account in identifying and evaluating material topics: the impact on BASF, the impact of BASF and relevance for our stakeholders. The information on the financial position and performance of the BASF Group comply with the requirements of International Financial Reporting Standards (IFRS), and, where applicable, the German Commercial Code (HGB), German Accounting Standards (GAS) and the guidelines on alternative performance measures from the Euro- pean Securities and Markets Authority (ESMA). Internal control mechanisms ensure the reliability of the information presented in this report. BASF's Board of Executive Directors confirmed the effective- ness of the internal control measures and compliance with the regu- lations for financial reporting. The GRI and Global Compact Index can be found in the online report. It provides an overview of all relevant information to fulfill the GRI indicators and shows how we contribute to the United Nations' Sustainable Development Goals (SDGs) and the principles of the U.N. Global Compact. The results of the limited assurance of this information conducted by KPMG AG Wirtschaftsprüfungsgesell- schaft can also be found there. We also publish online additional information on sustainability in accordance with the industry-specific requirements of the SASB. progress report on BASF's implementation of the 10 principles of the U.N. Global Compact. We have been active in the International Integrated Reporting Council (IIRC) since 2014 and have supported the work of the Value Report- ing Foundation, formed by the merger of the IIRC and the Sustain- ability Accounting Standards Board (SASB), since 2021. This involve- ment gives us the opportunity to discuss our experiences of integrated reporting with stakeholders and at the same time, receive inspiration for enhancing our reporting. BASF's report addresses ele- ments of the IIRC framework by illustrating how we create value, for example. The information contained in this report also serves as a Our sustainability reporting has been based on Global Reporting Initiative (GRI) guidelines and standards since 2003. We have applied the "Comprehensive" option since 2017. Our value creation based on the IIRC framework can be found on page 24 and in the online report For more information on our control and risk management system, see page 151 onward The 2021 BASF Online Report can be found at basf.com/report The BASF Report, which is published each year in English and German, combines the major financial and sustainability-related information necessary to comprehensively evaluate our performance. We select the report's topics based on the following principles: materiality, sustainability context, completeness, balance and stake- holder inclusion. In addition to this report, we publish further informa- tion online. The relevant links can be found at the end of each chapter. External audit by KPMG AG Wirtschaftsprüfungsgesellschaft Financial reporting in accordance with IFRS, HGB and GAS Editorial deadline: February 21, 2022 Nonfinancial reporting in accordance with HGB and additional sustainability reporting in accordance with GRI Effective climate protection and scarce resources are the central challenges of our time. We want to reduce our CO2 emissions worldwide by 25% by 2030 compared with 2018. Our 2050 target is net zero emissions. These are very ambitious goals. It is the biggest transformation in the history of the chemical industry and for BASF, considering that our production is energy intensive and that we want to continue to grow at the same time. The energy transformation will make great demands on us. But we are confident that we will succeed! We can only reach climate neutrality if we completely transform our production by replacing energy sources based on fossil fuels with electricity from renewable resources. That will require entirely new processes and technologies and the 8 BASF Report 2021 Content and structure The GRI and Global Compact Index can be found at basf.com/en/gri-gc The SASB index can be found at basf.com/sasb BASF Report 2021 About This Report The Independent Auditor's Report can be found on page 188 onward KPMG also conducted a limited assurance of the nonfinancial group statement (NFS). steering target in 2022. The links and additional content provided on linked internet sites are not part of the audited information. The limited assurance of the sustainability information contained in the Management's Report was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant inter- national assurance standards for sustainability reporting. KPMG conducted a reasonable assurance of all disclosures on the most important nonfinancial key performance indicators, accelerator sales and CO2 emissions. The forecast for the key performance indicator CO2 emissions is also part of the Management's Report and is covered by the annual audit. No forecast has been made for the previous Accelerator target as we plan to update our portfolio Our reporting is audited by a third party. KPMG AG Wirtschafts- prüfungsgesellschaft has audited the BASF Group Consolidated Financial Statements and the Management's Report and has approved themn free of qualification. External audit The list of shares held can be found at basf.com/en/corporate governance For more information on companies accounted for in the Consolidated Financial Statements, see the Notes from page 205 onward The divested pigments business is included in the disclosures and indicators on employees, the environment, and health and safety on a pro rata basis until June 30, 2021. Sales from the divested pig- ments business are no longer integrated in the portfolio to be evalu- ated under the Sustainable Solution Steering method for 2021. BASF Shanshan Battery Materials Co., Ltd., which was formed on August 31, 2021, is included in the sustainability disclosures and indicators on a pro rata basis. The company's sales to third parties are already included in the sum of relevant sales according to the Sustainable Solution Steering method. They are listed as "not assessed." We will start classification in 2022. Declaration of Conformity Pursuant to Section 161 AktG Our data collection methods for environmental protection and safety are based on the recommendations of the International Council of Chemical Associations (ICCA) and the European Chemical Industry Council (CEFIC). In the section "We Produce Safely and Efficiently," we report all data of the worldwide production sites of BASF SE, its fully consolidated subsidiaries, and proportionally consolidated joint operations. BASF SE subsidiaries that are fully consolidated in the Group financial statements in which BASF holds an interest of less than 100% are included in full in environmental reporting. The emis- sions of proportionally consolidated joint operations are disclosed pro rata according to our interest. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have sufficient authority in terms of safety management are compiled worldwide regardless of our interest and The section "Employees" refers to employees active in a company within the BASF Group scope of consolidation as of December 31, 2021. BASF Group's scope of consolidation for its financial reporting com- prises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated subsidiaries and proportionally con- solidated joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements and are thus not included in the scope of consolidation. The reporting period is the 2021 business year. Relevant information is included up to the editorial deadline of February 21, 2022. All information and bases for calculation in this report are founded on national and international standards for financial and sustain- ability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. Due to rounding, individual figures may not add up exactly to the totals shown and percentages may not correspond exactly to the figures shown. Data 60 >>> 184 198 185 31.6 Sales (billion €) 20.6 Sales (billion €) 67,532 Employees 19,976 Employees Employees emissions (million metric tons of CO2 equivalents) 40.1 Accelerator sales €24.1 billion (2020: €16.7 billion) Employees at year-end Greenhouse gas 111,047 (2020: 110,302) 6,786 4.4 NORTH AMERICA SOUTH AMERICA, AFRICA, MIDDLE EAST Surface Technologies €22.7 billion (2020: €16.7 billion) Nutrition & Care €6.4 billion (2020: €6.0 billion) Agricultural Solutions Sales (billion €) €8.2 billion (2020: €7.7 billion) €3.7 billion (2020: €2.4 billion) EUROPE ASIA PACIFIC 21.9 Sales (billion €) 16,753 Employees Other Sales and employees by region (by location of company) 21.9 20.8 20.2 €2.2 billion 1 | To Our Shareholders 7 3| Corporate Governance 161 5| Overviews 286 Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Overviews 8 162 Ten-Year Summary 287 11 Compliance 171 Glossary and Trademarks Corporate Governance Report Research and development expenses Contents 5 1990 2018 2020 2021 (2020: €2.1 billion) Personnel expenses €11.1 billion (2020: €10.6 billion) Our journey to climate neutrality Climate change calls for fast, decisive action. That is why we set ourselves even more ambitious climate protection targets in 2021: By 2030, we want to reduce the greenhouse gas emissions from our production sites and our energy purchases (Scope 1 and Scope 2) by 25% compared with 2018 - while growing production volumes. We aim to achieve net zero emissions by 2050. To achieve these targets, we have set up comprehensive carbon management and created effective structures for its implementation. For more information, see pages 27 and 126 Q< >= 4 BASF Report 2021 Our integrated corporate report combines financial and sustainability reporting. It shows how we are developing as a company and how we create value for our shareholders with what we do. On the cover and this page: BASF is one of the leading manufacturers of battery materials for electric vehicles and continues to invest in this important growth market. For example, we are building a new production plant for cathode materials in Schwarzheide, Germany, which will start operation in 2022. Both photos show Ina Homann. As an assistant process manager, her responsibilities include monitoring the progress of construction at her future workplace. After working in analytics and process optimization and obtaining further technical qualifications, she is now part of BASF's team to help shape the future of climate-smart mobility. For more information on battery materials and electromobility, see weloveevs.basf.com BASF Report 2021 Contents About This Report. Welcome to BASF (2020: €59.1 billion) €78.6 billion (2020: €7.6 billion) Statement of Income 194 Statement of Income and Expense Recognized in Equity 195 Balance Sheet 196 Statement of Cash Flows 145 What makes us so confident about the value of BASF? What are our priorities for the transformation to climate neutrality and the further development of our company? 199 Notes 200 BASF Report 2021 About This Report About This Report] GRI Statement of Changes in Equity 102, 305 188 96 2❘ Management's Report. Overview The BASF Group Our Strategy 16 17 20 Independent Auditor's Report 4| Consolidated Financial Statements 26 The BASF Group's Business Year Forecast 52 Statement by the Board of Executive Directors 187 Sustainability Along the Value Chain 186 LQ 5 Integrated reporting and online services €78.6 billion EBIT before special items ROCE €7.8 billion (2020: €59.1 billion) (2020: €3.6 billion) 13.5% (2020: 1.7%) Sales Sales by segment and Other €13.6 billion (2020: €8.1 billion) Materials €15.2 billion (2020: €10.7 billion) Industrial Solutions €8.9 billion Chemicals At a glance 21 20 BASF Group This integrated report documents BASF's economic, environmental and social performance in 2021. We show how sustainability con- tributes to BASF's long-term success as an integral part of our cor- porate purpose and our strategy, and how we as a company create value for our stakeholders. Symbols You can find more information in this report. You can find more information online. The content of these links are voluntary disclosures that were not audited by the auditor. [ ] The content of this section is not part of the statutory audit but has undergone a separate limited assurance by our auditor. ☐☐ The content of this section is voluntary, unaudited information, which was critically read by the auditor. At a glance ■ ■ Integrated BASF Report serves as U.N. Global Compact progress report FELD O-BASF We create chemistry D-BASE We create chemistry BASF Report 2021 Integrated corporate report on economic, environmental and social performance Declaration of Corporate Governance As the largest chemical company in the world, we are leaders in our industry. We are ambitious. This applies especially to the transformation to climate neutrality. We want to show that this transformation and competitiveness are not mutually exclusive. Our global responsibility for sustainable development is anchored in our corporate purpose: We create chemistry for a sustainable future. [BASF can rely on the engagement of its employees. This is shown by a passion for the job, a dedication to top performance and a strong commitment to BASF. Global employee surveys and pulse checks are established feedback tools in the BASF Group and are used to actively involve employees in shaping their working environ- ment. The results are communicated to employees, the Board of Executive Directors, the Supervisory Board and stakeholders. We have performed regular global employee surveys since 2008. We aim to keep the high level of employee engagement determined by these surveys and increase it even further as far as possible. As part of the BASF strategy, we therefore set ourselves the following goal in 2018: More than 80% of our employees feel that at BASF, they Employees see page 167 onward For more information on diversity in the Board of Executive Directors and the Supervisory Board, 25.6 Of which women (%) 9,006 40,030 b Specialists without disciplinary leadership responsibilities a Employees with disciplinary leadership responsibilities We also promote diversity in the selection and development of our leaders. We have set a global target to promote female leadership and aim to increase the proportion of women in leadership posi- tions to 30% by 2030. We have made important progress toward this and continuously review our target. In the BASF Group, the global proportion of female leaders with disciplinary responsibility was 25.6% at the end of 2021 (2020: 24.3%). Professionalsb (Senior) executivesa 55 years and up 40-54 years 26-39 years Leaders and professionals in the BASF Group December 31, 2021 For more information on diversity and inclusion, see basf.com/diversity As a signatory to the United Nations' Women's Empowerment Prin- ciples (WEPS), we are committed to promoting gender equality. We are also involved in other external initiatives to promote inclusion of diversity at work, such as the Chefsache initiative and the European Round Table. Employees from all regions took International Women's Day 2021 as an opportunity to reflect on the current situa- tion of women at BASF, celebrate successes and campaign for greater equality.] 30% Proportion of women in leadership positions with disciplinary responsibility 2030 target Up to and including 25 years 74.1% 25.9% 82.0% 69.7% 8,207 73.6% 18.0% 21,511 42,531 26.4% 38,798 30.3% In order to continuously monitor our progress toward this target, we have developed a global dashboard, which is used to regularly review the implementation status. The systematic advancement of women is also an integral part of our process for selecting senior executives. BASF Report 2021 Management's Report - We Value People and Treat Them with Respect <>= 100 Digital learning formats play an important role in our development offerings. Even before the coronavirus pandemic, training for leaders and employees was updated to meet the challenges of the digital transformation and modern working life with appropriate learning formats and content. For example, platforms such as the Digital Campus, Digitalization & Me and the Ways of Working portal were enhanced and refined to support employees in all aspects of virtual collaboration and in building their digital skills. The continuous 31.9 Total 10,293 48.4 900 South America, Africa, Middle East 31.0 2,797 Asia Pacific 2,551 North America 4,045 2021 30.4 In our understanding, there is more to development than a promo- tion or a job change - it encompasses the development of personal experience and abilities. In regular development meetings, which are held as part of our annual employee dialogs, employees outline ideas for their individual development together with their leaders and determine specific measures for further training and development, which focus on personal and professional competencies. Our learn- ing activities follow the "70-20-10" philosophy: We apply the elements "learning from experience” (70%), “learning from others" (20%) and "learning through courses and media" (10%). Our learn- Of which women (%) ing and development offerings cover a range of learning goals: Starting a career, expanding knowledge, personal growth and leadership development. [Learning and development are essential success factors for a strong company culture. The skills and competencies of our employees are critical for profitable growth and lasting success. For this reason, we want to further modernize our learning culture and step up our efforts to promote continuous, self-directed learning and learning from others. Employee development at BASF is guided by the belief that talent is in everyone. This means that development opportunities and support are open to all employees. Competition for talent [Attracting and retaining the best employees is crucial to our success. Having an attractive and compelling total offer package for employees is becoming increasingly important given the strong global competition for the best qualified employees and leaders. This is why we are constantly working on measures to increase BASF's attractiveness in the global labor markets. We are increasingly using digital platforms such as our country- specific career websites as well as global and regional social net- works to reach potential candidates. This enables us to appro- priately address different target groups. In light of the coronavirus pandemic, we primarily used digital solu- tions for our talent search activities in 2021 and participated in a few in-person events. To also provide the best possible information on BASF as an employer virtually, we are continuously developing our digital presence. For example, we are represented at digital trade fairs and conferences, conduct digital excursions for students from various universities of sites in Germany, and organize expert lectures for future talent. This virtual contact enables a demand-oriented, flexible and location-independent approach. As a result, we were able to continue to attract and recruit talented employees. In addition, we consistently take part in specific career events to directly reach and attract talent from various disciplines, especially female candidates. We focus in particular on our female employees as role models with various initiatives such as podcasts, career fairs and networking events aimed specifically at women, or on our social media channels. In 2021, we established a digital onboarding process at some sites for new employees and their managers in the period up to the first day of work and beyond. The aim is to ensure a successful first day at work and to build an early bond between the new colleagues and their future team at BASF, for example by sending video messages and information about the division and team. We want to continue to drive forward global implementation in 2022. Women To combat the shortage of skilled workers in production and techni- cal areas, due among other factors to demographic-related declines in Ludwigshafen, Germany, we have strengthened our social media presence, for example, to alert qualified specialists to new career prospects at BASF. In addition, we cooperate with local radio stations and the German employment agency to target skilled workers at informational events. The BASF Group hired 10,293 new employees in 2021. The percentage of employees who resigned during their first three years of employment - the early turnover rate - was 1.5% worldwide in 2021. This turnover rate was 0.6% in Europe, 2.4% in North America, 3.4% in Asia Pacific and 2.5% in South America, Africa, Middle East. Our early turnover rate is therefore at a desirable low level. BASF Group new hires in 2021 Europe As of December 31, 2021, the BASF Group was training 3,028 peo- ple in 12 countries and around 50 occupations. We spent a total of around €119 million on vocational training in 2021.] For more information on careers at BASF, see basf.com/careers Learning and development We once again achieved high scores in a number of employer rank- ings in 2021. For example, in a study conducted by Universum, young scientists ranked BASF as the second most attractive employer in Germany (2020: fifth). In North America, DiversityInc named BASF as one of the top 50 companies for diversity in recruit- ing for the ninth consecutive year. In Asia, Top Employer recognized BASF China as one of the best employers for the twelfth time in succession. In South America, LinkedIn ranked BASF second in its list of top companies in Brazil. Stakeholder Engagement Societal Engagement Men BASF Group employee age structure 66.6% 75.1% 33.4% (= 6.1%) 6,786 South America, Africa, Middle East Europe¹ 67,532 (€ 60.8%) 24.9% 72.7% (= 15.1%) North America 16,753 27.3% Our employees are key to the successful implementation of BASF's strategy. We are convinced of the value of excellent employees, leaders and working conditions, and strive to give our employees Strategy 26.7% ■ Further expansion of virtual learning and digitalization ■ Employee engagement and leadership impact on center stage Employees around the world 111,047 At a glance changing environment, demographic change and the digital work- place. In everything we do, we are committed to complying with internationally recognized labor and social standards. We want to further strengthen our innovative power with attractive working conditions and through the inclusion of diversity. Lifelong learning and individual employee development lay the foundation for this. (Total: 111,047, of which 26.1% women, as of December 31, 2021) BASF Group employees by region the tools and skills necessary to be able to offer our customers products and services with an even greater level of differentiation and customization. Our corporate strategy promotes a working atmosphere based on mutual trust, in which employees are given the space to optimally develop their individual skills and potential. This positions us to meet the challenges of an increasingly rapidly [Our employees make a significant contribution to BASF's success. We want to attract and retain talented people for our company and support them in their development. To do so, we cultivate a working environment that inspires and connects people. It is founded on inclusive leadership based on mutual trust, respect and dedication to top performance. CUSTOMERS BASF SUPPLIERS 102, 103, 201, 202, 203, 401, 402, 404, 405, 406, 407, 408, 409, 412, 413 GRI ■ Promoting diversity and mutual respect Asia Pacific 19,976 (€ 18.0%) Diversity also relates to the company's demographic profile, which varies widely by region within the BASF Group. Our aim is to create a suitable framework to help maintain the employability of our per- sonnel at all stages of life and ensure the availability of qualified employees over the long term. BASF is one of approximately 150 companies that support the United Nations Global LGBTI (lesbian, gay, bi, trans and intersex) Standards of Conduct for business and has done so since 2018. Employees again promoted openness, acceptance and tolerance with many activities to support the LGBTI movement at various sites around the world in 2021. Integrating different perspectives is very important to BASF. There are a number of Employee Resource Groups around the world dedicated to different aspects of diversity. In addition, we want to create a greater awareness of diversity in our organization with vari- ous activities. BASF supports the German Diversity Charter and has participated in German Diversity Day and European Diversity Month with various virtual initiatives and offerings. At our Ludwigshafen site in Germany, we campaigned against racism and discrimination as part of the International Weeks Against Racism. Our leaders play an important role in promoting diversity and creat- ing an inclusive work environment. We support them with various offerings, for example as part of leadership development. A toolbox with a wide range of content inspires a change of perspective and a podcast series from leaders shows the importance of appreciative, fair and inclusive leadership. Promoting and valuing diversity across all hierarchical levels is an integral part of our strategy and is also embedded in our corporate values. BASF strives to foster a working environment based on mutual respect, trust and appreciation. We expect inclusive conduct from all employees and our leaders. By this, we mean creating an environment in which different aspects of diversity and individual strengths are valued. [The global character of our markets translates into different cus- tomer requirements. We want to reflect this diversity among our employees, too, because it enables them to better meet our customers' needs. For us, diversity means, among other things, having people from different backgrounds working at our company who can draw on their individual perspectives and skills to grow our business. By valuing and promoting employee diversity, we boost our teams' performance and power of innovation, and increase creativity, motivation and employees' identification with the company. Inclusion of diversity 99 99 Management's Report - We Value People and Treat Them with Respect BASF Report 2021 1 At BASF, the apprenticeship program trains students for technical, scientific and business vocations as well as for trade and craft professions. Since 2020, various existing leadership development tools have been converted to virtual formats to optimally support our leaders - including during the challenging times of the coronavirus pandemic.] Regular feedback plays an important role in the development of leaders. We have therefore adapted our global feedback tool to enable leaders to, in the future, even better reflect on how these values are anchored in their leadership behavior. In order to anchor the CORE Leadership Values in day-to-day life, an in-depth training course - CORE Leadership Upskilling - was offered in 2021. The virtual training comprised a series of modules that encouraged self-reflection and provided opportunities for global dialog. The training modules were initially completed by all senior executives worldwide. Work in small, mixed groups aimed to deepen participants' understanding of the CORE Leadership Values, enable in-depth discussion of these and expand global networks. Since the fall of 2021, additional leadership levels have undergone training and activities modeled on CORE Leadership Upskilling. We offer our leaders a wide variety of learning and development opportunities for each phase of their career as well as various formats that enable them to learn from one another and external experts. Global, regional and local offerings are optimally coordi- nated. We aim to develop leaders who lead their teams with optimism, empathy and trust, and in this way, create a competitive advantage for BASF. Our specific expectations of leaders' conduct are derived from these: The CORE Leadership Values serve as the guiding principles for all leaders and set out BASF's expectations of leader- ship behavior. They are aligned with BASF's strategic goals and reflect our company's leadership vision (see also page 31). 73.3% 1 Of which Germany Of which BASF SE 51,026 (45.9%) 24.5% 75.5% 34,405 (31.0%) 21.9% $ 78.1% BASF Report 2021 Management's Report - We Value People and Treat Them with Respect 98 (Total: 111,047, of which 26.1% women, as of December 31, 2021) Compensation and benefits as well as offerings to balance personal and professional life complete our diverse total offer package. In order to continue to attract talented people to our company in the future, we work continuously on BASF's attractiveness as an employer. Our employees play an important role here as ambassa- dors for BASF.J As of December 31, 2021, the number of employees increased to 111,047 employees compared with 110,302 employees as of December 31, 2020. The rise was primarily due to staff increases in Asia Pacific, especially in connection with the formation of BASF Shanshan Battery Materials Co., Ltd., as well as for our new Verbund site in Zhanjiang, China. The divestiture of the pigments business, which affected around 2,500 employees, had an off- setting impact. We employed 3,028 apprentices¹ (2020: 3,120). 2,329 employees were on temporary contracts (of which 47.6% were women). Employee engagement can thrive and perform at their best. We regularly calculate the employee engagement level as an index score based on five ques- tions on set topics in our employee surveys. The most recent survey from 2020 revealed an engagement index of 82% (2019: 79%). Our aim is to keep this score above 80%. We support our leaders with a range of follow-up measures to decentrally address individual action areas and in this way, help to further strengthen employee engage- ment together with their employees. Pulse checks were carried out to identify and address employees' specific needs in 2021. In North and South America, for example, surveys were conducted on the inclusion of diversity. These revealed a desire to further embed inclusive behavior in the work- ing environment, among other things. Employees in Germany and Europe were surveyed about their current work situation, flexible working, stresses caused by the coronavirus pandemic and team sentiment. Among other things, the results showed that employees feel safe working at our sites and that employees who have been working flexibly since the start of the pandemic are coping well with it. Regular global employee surveys remain a focus, and we plan to conduct the next survey in spring 2022. ] What we expect from our leaders [ Our leaders and their teams should contribute to BASF's success. This is why we promote high-quality leadership and measure its impact. We understand impactful leadership as leaders that serve as role models by having a positive influence on the engagement and development of their employees, and developing and imple- menting business strategies in line with our corporate values. These expectations are part of the standard global nomination criteria for leadership positions. Our leadership culture is based on BASF's corporate values: creative, open, responsible and entrepre- neurial - CORE. Number of employees 32.5 29.3 BASF Report 2021 Asia Pacific Sales at companies headquartered in the Asia Pacific region were 38.5% above the 2020 figure, at €20,632 million. In local currency terms, sales likewise rose by 38.5%. The increase in sales was primarily driven by growth in Greater China, where sales rose by 42.5% in euros to €12,018 million. All segments improved sales in the region compared with the prior year, but especially the Surface Technologies, Materials and Chemicals segments. The sales performance was primarily the result of higher prices, particularly in the Surface Technologies, Chemicals and Materials segments. Higher volumes in all segments contributed to the increase in sales. Raw material shortages, the semiconductor deficit in the automotive market and the associated production and supply chain disruptions also hampered sales performance in Asia Pacific. Overall, portfolio measures had a positive impact on sales develop- ment, especially in Greater China and in the Surface Technologies segment following the formation of BASF Shanshan Battery Mate- rials Co., Ltd. South America, Africa, Middle East Sales at companies located in South America, Africa, Middle East rose by 23.5% to €4,437 million. In local currency terms, they were 31.0% above the prior-year level. Sales growth was primarily attri- butable to considerably higher sales in the Agricultural Solutions, Surface Technologies, Chemicals and Materials segments. The Industrial Solutions and Nutrition & Care segments also recorded higher sales. The sales increase was mainly driven by higher prices, especially in the Surface Technologies, Agricultural Solutions and Chemicals segments. All segments significantly increased volumes despite supply chain disruptions caused by raw materials shortages. Nega- tive currency effects had an offsetting impact in all segments. BASF Report 2021 Management's Report - E.U. Taxonomy 95 TE.U. Taxonomy] Sales growth was mainly due to significantly higher price levels, especially in the Surface Technologies segment due to a significant increase in precious metal prices, and in the Chemicals segment, particularly for propylene and butadiene. Higher volumes supported sales performance in all segments. Volume development was how- ever negatively impacted by extreme weather conditions, the semi- conductor shortage in the automotive market and the resulting production and supply chain disruptions. Negative currency effects had an offsetting effect. Sales were reduced by portfolio effects, mainly driven by the divestiture of the global pigments business in the Industrial Solutions segment. In accordance with the E.U. Taxonomy Regulation and the supplementary delegated acts, the Nonfinancial Statement includes, for the first time, the share of the Group's taxonomy- eligible sales, investments and operating expenses for the 2021 business year relating to the environmental objectives of "climate change mitigation" and "adaptation to climate change." BASF activities that are not currently covered by the E.U. taxonomy, and as such, are not relevant from a taxonomy perspective are generally reported as taxonomy-non- eligible in accordance with the delegated acts. These include large parts of BASF's activities that may nevertheless be in line with the E.U.'s environmental objectives. - - Manufacture of hydrogen Manufacture of carbon black Manufacture of soda ash Manufacture of chlorine Manufacture of organic basic chemicals Manufacture of anhydrous ammonia Manufacture of nitric acid Manufacture of plastics in primary form We additionally assessed the following enabling activities in the E.U. taxonomy to take into account solutions that contribute to climate change mitigation at our customers: "manufacture of batteries" and "manufacture of energy efficiency equipment for buildings." To avoid double counting, assignment to an enabling activitiy is only made if a taxonomy-eligible product or project had not already been included under another activity. BASF also contributes solutions used to produce technologies for renewable energy or low-carbon mobility. Since the E.U. taxonomy focuses on the manufacture of technologies and thus excludes precursors, we have classified these as taxonomy-non-eligible. In addition to our core business, the production of chemical prod- ucts, we have identified further BASF activities that can be allocated to the following activities presented in the E.U. taxonomy: 1 The production of heat/cool using waste heat was also partially covered by other activities. To determine taxonomy eligibility, we first identified the activities relevant to BASF. The entire portfolio of products manufactured by BASF as well as production plants and investment projects were then reviewed to determine whether they belong to one of the following activities in the manufacturing sector that had been identi- fied as relevant: Sales at companies located in North America rose by 33.4% to €21,935 million in 2021. In local currency terms, they were 38.5% above the prior-year figure. Sales growth was mainly driven by con- siderably higher sales in the Surface Technologies and Chemicals segments. The Materials segment, Other and the Industrial Solu- tions segment also achieved considerably higher sales. Sales rose slightly in the Agricultural Solutions and Nutrition & Care segments. North America mainly in the Surface Technologies segment. Sales performance was also weighed down by portfolio effects, particularly in the Indus- trial Solutions segment following the divestiture of the global pig- ments business. As part of its climate strategy, which was communicated in Novem- ber 2020, Wintershall Dea aims to achieve net zero emissions² from upstream activities by 2030 and reduce methane intensity³ to 0.1% by 2025. Wintershall Dea is involved in the Greensand CCS project4 in the Danish North Sea, which aims to store up to 8 million metric tons of CO2 per year. As planned, in 2021 Wintershall Dea completed the integration that began with the merger and was able to realize the intended syner- gies. The IPO targeted for 2021 was postponed due to the market environment. Management's Report - Regional Results Regional Results Κ Σ 94 94 Regions Million € Sales Sales by location of company by location of customer Europe North America Asia Pacific of which Greater China South America, Africa, Middle East BASF Group Europe 2021 2020 +/- 2021 2020 +/- 31,594 24,223 30.4% 30,531 23,129 32.0% 21,935 16,440 33.4% 20,867 15,709 32.8% 20,632 14,895 38.5% 21,234 15,406 37.8% 12,018 8,433 42.5% 12,036 8,463 42.2% 4,437 3,591 23.5% 5,965 4,905 21.6% 78,598 59,149 32.9% 78,598 59,149 32.9% Sales at companies located in Europe rose by 30.4% year on year to €31,594 million. This was primarily due to considerably higher sales in the Chemicals and Materials segments. The Surface Tech- nologies segment, Other and the Industrial Solutions and Nutrition & Care segments also posted considerable sales growth, while the Agricultural Solutions segment saw a slight increase in sales. Sales growth was driven by higher prices and volumes in all segments and in Other. Prices rose especially for steam cracker products in the Chemicals segment, for isocyanates in the Materials segment, and as a result of higher precious metal prices in the Surface Technologies segment. Sales volumes increased, especially in the Materials, Surface Technologies, Industrial Solutions and Chemicals segments. Volume development was however negatively impacted by raw materials shortages, the semiconductor deficit in the automotive market and the associated production and supply chain disruptions. Sales were reduced by negative currency effects, - - Afforestation Electricity generation using solar photovoltaic technology - Production of heat/cool from bioenergy 504 11 3,920 89 BASF Report 2021 Management's Report - Sustainability Along the Value Chain Sustainability Along the Value Chain [We want to contribute to a better world with enhanced quality of life for everyone. That is why the three pillars of sustainability are firmly anchored in our corporate purpose, our strategy, our targets and our operating business. They are at the core of what we do, a driver for growth and an element of our risk management. We pursue a holistic approach that covers the entire value chain. We contribute to a sustainable development and to the United Nations' Sustainable Development Goals (SDGs) in many ways (see page 36). For instance, our innovations, products and tech- nologies help to use natural resources more efficiently, meet the demand for food, enable climate-smart mobility, reduce emissions and waste, and increase the capabilities of renewable energy. Alongside these positive contributions, our business activities also have negative impacts. For example, we create CO2 emissions, use water and procure raw materials from suppliers, which may involve a potential risk of human rights violations. This is why we are con- stantly working to broaden our positive contributions to key sustain- ability topics (see page 45) along our value chains and reduce the negative impacts. We are committed to doing business in a responsible, safe, resource-efficient and respectful way. Our actions are guided by our corporate values and our global Code of Conduct. We comply with and in some cases exceed the applicable laws and regulations with voluntary commitments. We stipulate binding rules for our employees with standards and guidelines that apply throughout the Group. In doing so, we consider, respect and promote interna- tionally recognized principles such as the 10 principles of the U.N. Global Compact and the Core Labor Standards of the International Labor Organization (ILO). We want to ensure that we act in line with the applicable laws and uphold our responsibility to the environment and society with our comprehensive management and monitoring systems. Our Responsible Care Management System does this for environmental SUPPLIERS We source responsibly We value people and treat them with respect BASF CUSTOMERS We produce safely and efficiently protection, health and safety (see page 117). We meet our respon- sibilities with respect to international labor and social standards chiefly through three elements: the Compliance Program, close dialog with our stakeholders and the guideline on compliance with international labor norms, which applies Group-wide. Our business partners are also expected to comply with prevailing laws and regulations and to align their actions with internationally recognized principles. We have established appropriate manage- ment and control systems, for example, for working with our suppliers (see page 109). We seek dialog with our stakeholders to discuss critical issues and, if necessary, develop solutions together. Through our societal engagement, we want to create a positive impact, particularly in the communities surrounding our sites and help solve global challenges. We are involved in numerous sustainability initiatives to drive forward sustainability in general and, specifically, as this relates to our value chains. These include the World Business Council for Sustainable Development (WBCSD) as well as networks with - We drive sustainable solutions - thematic focus like the Alliance to End Plastic Waste (AEPW) or the Global Battery Alliance (GBA). In addition, we realize a wide range of projects often together with partners for example, to improve sustainability in the supply chain or to promote circularity in the economy.] 4,424 Wintershall Dea is also active in gas transportation. This includes interests in GASCADE Gastransport GmbH and OPAL Gas transport GmbH & Co. KG held by WIGA Transport Beteiligungs- GmbH & Co. KG, and the interest in Nord Stream AG held directly by Wintershall Dea. Wintershall Dea is one of five financial investors for the Nord Stream 2 pipeline project. It is not a shareholder of Nord Stream 2 AG. The laying of Nord Stream 2 was successfully completed, the pipelines have been filled with gas and Nord Stream 2 AG has applied to the relevant authorities for certification to operate the pipeline. Operating expenses 3,287 - Production of heat/cool using waste heat Close to market research, development and innovation These activities made no material contribution to our overall tax- onomy eligibility and were generally classified as taxonomy-non- eligible.1 Buildings constructed and operated by BASF, traffic facilities and central water supply and wastewater management systems, i.e., the infrastructure that supports our core activities, may also fall under the E.U. taxonomy's description of activities in the areas "Water supply, sewerage, waste management and remediation," "Trans- port," and "Construction and real estate activities." In assessing taxonomy eligibility, we focused in 2021 on activities in the manufac- turing sector and closely related activities in the energy and research and development sectors. We generally classified potential contri- butions from infrastructure-related activities as taxonomy-non- eligible. We assessed the taxonomy eligibility of our sales based on sales revenue as defined and reported in the Consolidated Financial Statements of the BASF Group. Taxonomy-eligible sales revenue accounted for 11% of total sales revenue in 2021. The largest con- tributions were from the activities “manufacture of plastics in primary form" and "manufacture of organic basic chemicals." Taxonomy- eligible investments (including acquisitions and excluding goodwill in accordance with the E.U. taxonomy) accounted for 29% of the total 2 The criteria for the activity "close to market research, development and innovation" (for example, a technology readiness level of at least six) were used to determine taxonomy-eligible research and development costs. investments reported in the Consolidated Financial Statements. Investments in the "manufacture of organic basic chemicals" and in the "manufacture of batteries" made the greatest contribution. Operating expenses include non-capitalized costs that relate to research and development, 2 and maintenance and repair. They are not reported in the Consolidated Financial Statements in this form. All of the investments and operating expenses of a production facility with a taxonomy-eligible activity are counted as taxonomy- eligible. Taxonomy-eligible operating expenses accounted for 11% of total operating expenses. The largest contributions were from the activities "manufacture of organic basic chemicals" and "manufac- ture of plastics in primary form." BASF entered into several partnerships to transform energy supply in 2021 (see page 128). The resulting investments are not included in the analysis of taxonomy eligibility, as investments in joint ventures and associated companies do not have to be reported under the taxonomy. For more information on sales revenue, see Note 7 to the Consolidated Financial Statements from page 221 onward For more information on investments, see Notes 14 and 15 to the Consolidated Financial Statements from page 236 onward Sales, investments and operating expenses in 2021 Million € Sales Total 78,598 Taxonomy- eligible 8,881 Taxonomy- % non-eligible % 11 69,717 89 Investments 4,627 1,340 29 71 Wintershall Dea drilled 12 exploration wells in 2021. Of these, around 58% were successful. 4 Carbon capture and storage 3 100% volume of methane emissions of Wintershall Dea's operated assets divided by the volume of the own operated gas marketed 3 46.8% -1,203 -641 -8.2% 171 157 53.1% -1,032 -484 19.7% -609 -489 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortization Income from operations (EBIT) Special items 55.3% 2,360 3,666 Sales +/- 2020 2021 42 92 Other Management's Report - Other -434 BASF Report 2021 -643 16.4% a Information on the composition of Other can be found in Note 5 to the Consolidated Financial Statements from page 213 onward. Research and development expenses Investments including acquisitionsd -4.2% 24,131 23,121 Assets 45.3% -276 -151 -6.9% -58 -62 foreign currency results, hedging and other measurement effects miscellaneous income and expenses 25.9% 143 180 other businesses -19.2% -214 -255 2.5% -364 -355 of which costs for cross-divisional corporate research costs of corporate headquarters -769 For more information on how we value people and treat them with respect, see page 97 onward For more information on responsible procurement, see page 109 onward For more information on safe and efficient production, see page 117 onward For more information on sustainable solutions, see page 141 onward 1 Corporate research and development expenses, sales, earnings and all other data for BASF's Bioscience Research division are not reported in the Agricultural Solutions segment; they continue to be reported under Other. €904 million Research and development expenses in the Agricultural Solutions segment in 2021 33 93 BASF holds 67% of the ordinary shares in Wintershall Dea AG; 33% are held by LetterOne. This reflects the value of the exploration and production businesses contributed by Wintershall and DEA. BASF additionally holds preference shares for the contribution of Winters- hall's gas transportation business. Including preference shares, BASF has a shareholding of 72.7% in Wintershall Dea. Macroeconomic environment The price of a barrel of reference Brent crude oil averaged $71 in 2021 (2020: $42). Gas prices on European spot markets rose sharply and were at an all-time high at the end of 2021. The signifi- cant price increases in the second half of 2021 were driven by the very strong recovery in global macroeconomic demand. Equity-accounted income of the oil and gas business Wintershall Dea AG contributed -€344 million to net income from shareholdings in 2021 (2020: -€890 million). This included impair- ments and reversals of impairments totaling -€581 million, mainly in connection with the planned divestiture of assets in Argentina and due to adjusted price expectations. In the previous year, lower oil and gas price forecasts and changed reserve estimates led to impairments of €791 million. Germany (production, development, exploration) Libya (production) Mexico (production, development, exploration) Netherlands (production, development, exploration) - Norway (production, development, exploration) - Russia (production, development) · United Arab Emirates (development) - United Kingdom (production, development, exploration) Wintershall Dea's activities in 2021 Wintershall Dea produced 231 million BOE (barrels of oil equivalent) in 2021 (2020: 227 million BOE), of which around 165 million BOE of gas (2020: 162 million BOE of gas). This corresponded to a daily production of 634 thousand BOE (2020: 623 thousand BOE). Several development projects were successfully completed in 2021, including the Norwegian projects Ærfugl Phase 2, Gråsel, and the field development of Solveig. The Achim Development joint venture operated by Gazprom in Russia, in which Wintershall Dea holds a 25.01% interest, started production in the first quarter of 2021. In Egypt, production at the Raven field started at the beginning of the year. The Norwegian Njord and Nova projects continued and are expected to come on stream in 2022. The start of production for the Dvalin Wintershall Dea conducts production, development¹ and explora- project in Norway was postponed to the second half of 2022. At the tion activities in the following countries: - - Egypt (production, development, exploration) - Algeria (production) - Argentina (production, development, exploration) Denmark (production, exploration) 1 Development activities include projects before and after the FID (final investment decision) 2 Scope 1 and 2 emissions from upstream activities operated and non-operated by Wintershall Dea at an equity basis beginning of 2022, Wintershall Dea reached an agreement on the sale of its 50% interest in the unconventional oil blocks it operates in Argentina and decided to terminate its operations in Brazil. Non-Integral Oil and Gas Business >€7.5 billion Peak sales potential of our innovation pipeline with products to be launched between 2021 and 2031 Management's Report - Non-Integral Oil and Gas Business EBIT before special items At a glance better quality, disease resistance and tolerance of environmental factors, such as drought. We apply state-of-the-art scientific methods such as genetic engineering and selective genome editing. These biotechnology activities are part of BASF's Bioscience Research division.1 Our biotechnology activities and our research and development capabilities comprise advanced breeding techniques, analytics, technology platforms and trait validation. To offer tailor-made, more sustainable crop solutions, our research platform on gene identifica- tion focuses on plant characteristics that enable higher yield and Our research and development facilities are a global network of research sites, seed production and breeding stations. Proximity to our customers and the crops they grow enables us to seize future market opportunities and increase our competitiveness. Our research and development activities innovate for farmers' success in strategically relevant crops in major markets around the world. They range from seed, biological and chemistry innovations to digital solutions that protect plants against fungal diseases, insect pests and weeds, and improve soil management and plant health. In 2021, we spent €904 million on research and development in the Agricultural Solutions segment, representing around 11% of the segment's sales. By 2031, we will launch major pipeline projects across all business areas. Our well-stocked innovation pipeline has a peak sales potential totaling more than €7.5 billion with products to be launched between 2021 and 2031. BASF's solutions help farmers achieve better yield and promote healthy eating, balancing economic, environment and societal demands. We create chemistry -BASF 91 For BASF, sustainability begins in research and development. Farmers in particular face major challenges: feeding a growing world population, changing weather conditions due to climate change, and limited natural resources and arable land. Research and Development for the Right Balance in Agriculture In focus: Management's Report - In Focus: Research and Development for the Right Balance in Agriculture BASF Report 2021 d Additions to property, plant and equipment and intangible assets 183 156 17.0% 378 385 -1.8% Sales in Other rose by €1,306 million compared with 2020 to €3,666 million. This was primarily the result of higher sales in com- modity trading. At -€643 million, income from operations before special items in Other was €126 million above the prior-year figure. This was largely attributable to lower miscellaneous income and expenses, as well as a higher contribution from other businesses. EBIT rose by €562 million to -€641 million. This included special income, mainly from the partial release of provisions for the restruc- turing of the Global Business Services unit. In the previous year, special charges arose for their recognition. Financial data - Othera Million € BASF Report 2021 b Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) 96 BASF Report 2021 96 Responsibility for Human Rights In this section: Employees c Contains assets of businesses recognized under Other as well as reconciliation to assets of the BASF Group Employee engagement and empowerment are key to our success. We build networks across our business and industry to establish good relationships with our partners and stakeholders. With our solutions, our responsible business conduct and our societal engagement, we want to contribute to a better quality of life for everyone. Management's Report - We Value People and Treat Them with Respect 97 We Value People and Treat Them with Respect In South America, BASF initiated the Connect to Transform open call and has so far supported 48 social and environmental projects, such as the Geração Futura Institute's Mão na Massa project near our local site in the São Bernardo do Campo region. The project trains women as bakers to promote their financial and personal autonomy. We aim to create long-term value for BASF and society with new business models and cross-sector partnerships. Our Starting Ventures program helps people from low-income areas to improve their economic opportunities and their quality of life. The program also provides access to new markets and partners, and contributes to reaching the SDGs. A new internal application round for Starting Ventures projects was launched in October 2021. The projects, BASF Report 2021 Management's Report - We Value People and Treat Them with Respect which aim to help improve local living conditions, then enter the implementation phase. BASF contributes both technical expertise and resources to the projects to address local challenges and contribute to the SDGs. One project under our Starting Ventures program is the Waste-2-Chemicals project in Lagos, Nigeria. Under the project, plastic waste is collected by local residents, sorted and then converted into pyrolysis oil. This pyrolysis oil is used as feedstock in the production of high-quality chemical products. In cooperation with nonprofit organizations, this will enable local waste collectors and their families to earn a regular income. BASF Group expenses for societal engagement activities¹ ~€30 million German sites (€702,668 in total) to around €1.4 million. BASF Stiftung distributed the donations to affected private households and charitable institutions. In September, BASF donated $500,000 to disaster relief following Hurricane Ida and for long-term recovery efforts in Louisiana. Local nonprofit organizations used $300,000 of this amount for emergency relief and reconstruction. In addition, $200,000 went to supporting BASF employees who were directly impacted by the effects of the hurricane. For more information on Starting Ventures, see basf.com/en/starting-ventures For more information on societal engagement at our sites, see ludwigshafen.basf.de For more information on our societal engagement around the world, see basf.com/en/engagement In the area of international development cooperation, we support the independent charitable BASF Stiftung with donations for its projects in cooperation with various organizations. The 2021 year-end donation campaign in favor of BASF Stiftung supported the United Nations Children's Fund, UNICEF, which celebrated its 75th anniversary. Together with the Indian organization ChildLine and other partners, UNICEF is working to provide psychosocial care for children in India who have had difficulty accessing important services as a result of the pandemic. BASF doubled the donations made by employees of participating German Group companies to a total of around €600,000. BASF also made donations to support those affected by natural disasters in 2021. In July, BASF donated €1 million to flood relief in Germany, which hit the states of North Rhine-Westphalia and Rhineland-Palatinate particularly hard. The donation went to the German Red Cross, which was active in these crisis regions. In August, BASF doubled the amount donated by employees at its 1 As of 2020, we report a total figure for our societal engagement activities. The figure includes all consolidated companies with employees, including joint operations. <>= 107 BASF Report 2021 Management's Report - In Focus: Aid Measures During the Coronavirus Pandemic In focus: Continuation of Global Aid Measures During the Coronavirus Pandemic BASF launched the Helping Hands aid campaign in 2020 to help fight the coronavirus and its effects. In 2021, we continued to use our expertise in research, production, procurement and logistics to support people affected by the pandemic around the world. <>= 108 3M With Wissensfabrik Unternehmen für Deutschland e.V., we promote a network of around 130 companies and corporate foundations that sponsor educational institutions and start-ups to support children, young people, students and young entrepreneurs. The focus is on school projects that provide hands-on experience with STEM (science, technology, engineering and mathematics). Due to the coronavirus pandemic, the project's initiatives (such as IT2School - Gemeinsam IT entdecken and KiTec - Kinder entdecken Technik) were also offered in digital formats, allowing these educational programs to continue even as school operations were restricted. In the new City4Future project launched in early 2022, schoolchildren explore topics related to energy, climate change and sustainability through play and can develop ideas for the urban living space of the future. - As a responsible neighbor and a partner in the Rhine-Neckar metropolitan region in Germany, our societal engagement strategy strengthens the participation and integration of disadvantaged groups, and promotes research and discovery. Dr. Sung Min Pyo, a pharmacist in the Nutrition & Health division and part of BASF's interdisciplinary team at the coronavirus vaccination center, is responsible for ensuring that the vaccines are used as required, among other things. For more information on our production standards, see page 119 onward For more information on systems for monitoring labor and social standards, see page 103 onward For more information on corporate governance and compliance, see page 161 onward See basf.com/humanrights for more information on the human rights position and a comprehensive report on the implementation of due diligence in human rights in accordance with the requirements of the National Action Plan developed by the German government, and in accordance with the U.N. Guiding Principles on Business and Human Rights For more information on the Human Rights Advisory Council, see basf.com/human-rights-council BASF Report 2021 Management's Report - We Value People and Treat Them with Respect <>= 106 [Stakeholder Engagement] GRI 102, 103, 413, 415 At a glance ■ Dialog with various stakeholder groups with a focus on the integration of the U.N. Sustainable Development Goals (SDGs) The Stakeholder Advisory Council's focus areas: climate protection, the energy transformation and food security For more information on standards in our supply chain, see page 109 onward For more information on raw materials, see page 112 onward We leverage the expertise of global initiatives and networks and actively engage in dialog with various stakeholder groups, contrib- uting our expertise In 2021, we again discussed relevant sustainability topics with the Stakeholder Advisory Council. Focus topics included climate protection, the energy transformation and food security. Topics dis- cussed by the Human Rights Advisory Council, which is chaired by our Chief Compliance Officer, included particular challenges in the battery materials value chain. We promote digital dialog on sustainability topics. In November 2021, we held the second hackathon as part of the Climathon initiative in North and South America, where employees developed digital solutions for sustainability topics. For more information on stakeholder dialog, see basf.com/en/stakeholder-dialog For more information on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication For more information on the Industry Associations Review, see basf.com/corporategovernance [Societal Engagement] GRI 203, 413 At a glance ■ BASF a responsible neighbor at sites worldwide New business models improve local living conditions Through our societal engagement, we want to address the needs of the communities surrounding our production sites worldwide, help achieve the SDGs, and have a positive long-term impact on the environment and society. This is why societal engagement is a cornerstone of our corporate social responsibility. It encompasses the focus areas of health, skills and resources. We work with partners worldwide to promote public health, for example, to combat malaria. Through our New Nets project in coop- eration with The Global Fund, Unitaid and other financial partners, approximately 25 million of our Interceptor® G2 mosquito nets had been distributed in African countries as of December 2021. These were specially developed to counter insecticide resistance in the fight against malaria and contain two different insecticides. The project goal is to distribute a total of around 35 million nets by the end of 2022. At the U.N. Food Systems Summit 2021, BASF signed the Zero Hunger Private Sector Pledge and announced that it would invest $11 million in initiatives in Africa, Asia, Central and South America, such as for seed production, malaria prevention and food fortification For instance, we have been a member of the U.N. Global Compact (UNGC) since its establishment in 2000. As a recognized LEAD company, we contribute to the implementation of the Agenda 2030 and the associated goals. For example, we support the UNGC action platforms, including the Sustainable Finance platform in the form of the CFO Taskforce for the SDGs, and the Decent Work in Global Supply Chains action platform, in which company represen- tatives and experts discuss how respecting human and labor rights is crucial to achieving the SDGs. With the six-month SDG Ambition program, the UNGC and the German Global Compact Network (DGCN) support participating companies in aligning their sustain- ability targets more closely with the SDGs and deriving specific measures from them. BASF is also active in 13 local Global Compact networks. as well as smallholder projects. The projects aim to help achieve SDG 2 by 2030 (Zero hunger). Forty-three companies signed the pledge, which is implemented by the Global Alliance for Improved Nutrition (GAIN) and other international organizations. A global working group in our Pharma Solutions business unit has supported pharmaceutical companies in their research on vac- cines and therapies to combat COVID-19 since March 2020. The task force reviews patent applications, clinical trials and scientific publications to identify potential collaborations with companies. BASF is currently supporting the global development of more than 80 therapies with its ingredients and expertise. BASF products were used to cool coronavirus vaccines. For instance, ElastopirⓇ insulation panels were produced in cooperation with a partner in Malaysia and used to equip refrigerated ware- houses in Asia. In cooperation with various partners in Germany, NeoporⓇ and StyroporⓇ®, BASF's expandable polystyrenes (EPS), were used to produce boxes to transport COVID-19 vaccines due to their good insulating and shock-absorbing properties. Our more than 70,000 suppliers make an important contribution to our value creation. We work in long-term partnership with compa- nies from different industries around the world. They supply us with raw materials, precursors, investment goods and consumables, perform a range of services and are innovation partners. 1 We understand relevant spend as procurement volumes with relevant suppliers. We define relevant suppliers as Tier 1 suppliers showing an elevated sustainability risk potential as identified by our risk matrices, our purchasers' assessments or other sources. 2 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. BASF Report 2021 Management's Report - Supplier Management <>= 110 2025 target 90% Share of relevant spend covered by sustainability evaluations 80% Percentage of suppliers with improved sustainability performance upon re-evaluation We acquired raw materials, goods and services for our own produc- tion worth approximately €43.5 billion in 2021. Of this, around 90% was procured locally.1 There were no substantial changes to our supplier structure. Worldwide procurement What we expect from our suppliers ― or to demonstrate and ensure their commitment to the principles specified in the Code of Conduct, for example in their own code of conduct. Our global Supplier Code of Conduct is founded on internationally recognized guidelines, such as the principles of the United Nations' Global Compact, the U.N. Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) conven- tions and the topic areas of the Responsible Care initiative. Topics covered by the Code of Conduct include compliance with human rights, the exclusion of child and forced labor, safeguarding labor and social standards, antidiscrimination and anticorruption policies, and protecting the environment. The Code of Conduct is available in the most relevant languages for our suppliers and integrated into electronic ordering systems and purchasing conditions across the Group. We revised our Supplier Code of Conduct in 2021 and added our expectations around the procurement of conflict minerals (tin, tantalum, tungsten, their ores and gold). Around 5,900 new suppliers committed to the Code of Conduct in 2021. BASF conducts audits and assessments to ensure that suppliers comply with the applicable laws, rules and standards. BASF reserves the right to discontinue business relationships for non-adherence to international principles. The same applies to failure to correct viola- tions, or for displaying patterns of non-compliance with these stan- dards. Our Code of Conduct expressly points out that potential violations of laws, rules or standards can be reported - including anonymously to our compliance hotlines. Each case is docu- mented and investigated, and appropriate measures are taken as necessary. - Selection and evaluation of our suppliers New suppliers are selected and existing suppliers are evaluated not only on the basis of economic criteria, but also ESG standards. As such, selection, evaluation and auditing is an important part of our sustainable supply chain management. Processes and responsi- bilities are defined in a global guideline. Due to the large number of suppliers, they are evaluated based on risk. We take into account the materiality of the supply relationship and country and industry- specific risks. We also use observations from our employees in procurement and information from internal and external databases, such as TfS assessments. We have suppliers with a high potential sustainability risk evaluated by third parties, either through sustainability evaluations or on-site audits. The list of suppliers to be assessed is updated every year. Sustainability evaluations and on-site audits are mainly conducted according to the TfS framework. A total of 86 raw material supplier sites were audited on sustainability standards on our behalf in 2021. Good to know TOGETHER FOR SUSTAINABILITY Together for Sustainability (TFS) Together with our suppliers, we want to improve sustainability in the supply chain. Consequently, we expect our suppliers to comply with the applicable laws in full and to adhere to internationally recognized environmental, social and corporate governance (ESG) standards. We also expect our suppliers to make an effort to enforce these standards at their suppliers. In addition, we ask our suppliers to acknowledge, support and abide by our Supplier Code of Conduct We actively promote sustainability in the supply chain and have set ourselves ambitious targets for this: By 2025, we aim to have con- ducted sustainability evaluations for 90% of the BASF Group's relevant spend² and will develop action plans where improvement is necessary. In addition, we aim to have 80% of suppliers improve their sustainability performance upon re-evaluation by 2025. In 2021, 85% of the relevant spend had been evaluated. Of the sup- pliers re-evaluated in 2021, 74% had improved. Both global targets are embedded in the target agreements of persons responsible for procurement. Global targets this program, we want to systematically gather data on upstream Scope 3 emissions to identify medium-term measures for opti- mization (see page 130). We make our suppliers' contribution to sustainable development transparent for us and for our stakeholders. For more information on suppliers, see basf.com/suppliers In 2021, BASF also provided in-kind support around the world to overcome the challenges posed by the coronavirus pandemic. For example, BASF donated molecular sieves to the Indian government to facilitate the production of medical oxygen. Medical equipment, including ventilators, was also donated, and acute care units were set up in Mumbai together with partners. We donated medical equipment to Malaysian hospitals for the treatment of COVID-19 patients. In South America, BASF launched a food drive and donated food packages to communities around BASF sites. The food was distributed there to those in need with the help of employees who volunteered their time. ] For more information on the Helping Hands aid campaign, see basf.com/en/helping-hands BASF Report 2021 Management's Report - We Source Responsibly "We Source Responsibly] As a global business, we have a responsibility to manage our supply chain carefully. We connect with our suppliers to source responsibly. Our partnerships with suppliers are based on mutual value creation, as well as a reliable supply of raw materials, technical goods and services at competitive prices. <>= 109 In this section: Supplier Management Raw Materials [Supplier Management] GRI 102, 103, 204, 308, 403, 407, 408, 409, 414 SUPPLIERS BASF CUSTOMERS BASF sources a wide range of raw materials, precursors, technical goods and services. Our suppliers are an important part of our value chain. Our objective is to secure competitive advantages through our professional procurement struc- tures, to establish stable and reliable supply chains, and at the same time, meet high ethical and environmental stan- dards. Together with our suppliers, we want to improve sustainability in the supply chain and minimize risks. At a glance €43.5 billion global procurement spend 85% of relevant spend¹ covered by sustainability evaluations ■ Sustainability-oriented supply chain management Global targets to increase sustainability in the supply chain Supplier Code of Conduct creates transparency Risk-based approach with clearly defined follow-up processes Strategy Our partnerships with suppliers are based on mutual value creation, as well as a reliable supply of raw materials, precursors, technical goods and services at competitive prices.2 In doing so, we want to generate long-term benefits for both sides. Our sustainability- oriented supply chain management is an integral part of our risk management. We have defined our standards and processes in a global guideline. We are continually refining and optimizing this to respond to changes in the regulatory environment and new require- ments resulting, for example, from new laws and initiatives at national and international level. Procurement management systems such as guidelines and targets are set centrally and are binding for all employees with procurement responsibility worldwide. Our risk-based approach aims to identify and evaluate sustainability matters in our value chains as best possible to improve sustainability together with our suppliers. We regularly review and document progress based on the risk level. Employees with procurement responsibility receive ongoing training in sustainability-oriented supplier management and responsible procurement. In 2021, 250 BASF employees received such training. Our expectations of our suppliers are laid down in the global Supplier Code of Conduct. This creates clarity around the standards to be met. We count on reliable supplier relationships and support our suppliers in implementing our requirements. In 2021, we also launched the Supplier CO2 Management Program. With [In April 2021, BASF opened the first accredited corporate coronavirus vaccination center in Germany at its Ludwigshafen site. More than 22,000 primary vaccinations and more than 21,000 secondary vaccinations were administered there from April to August and more than 10,000 booster vaccinations were administered there in December to BASF employees, contractors and site partners. The coronavirus vaccination center was estab- lished and operated by an interdisciplinary team from various BASF units, coordinated by Corporate Health Management. We report on our global targets, monitoring systems and measures to integrate human rights topics into our business activities in publi- cations such as this report and online. In 2021, BASF established a Battery Minerals Task Force to meet the specific challenges associated with the growing demand for battery materials. It bundles the expertise of the Catalysts division and various functional units. The initiative was formed to address the risks and opportunities of our global raw material supply chains for battery materials from a sustainability viewpoint and steer the resulting activities. The aim is to ensure the responsible procurement of battery materials. The task force is also respon- sible for the ongoing development of our internal guidelines to ensure their continuous improvement and adaptation to new regulatory requirements, as well as to take account of develop- ments in our business areas. Battery Minerals Task Force Personnel expenses The BASF Group's expenses for wages and salaries, social security contributions and assistance, as well as for pensions in 2021 totaled €11,097 million. In 2020, these expenses amounted to €10,576 mil- lion and included personnel expenses from the disposal group for the construction chemicals business in the amount of €291 million until the date of the divestiture. The rise in personnel expenses in 2021 was mainly due to higher bonus provisions. Particularly the lower average number of employees had an offsetting impact. BASF Group personnel expenses Million € 2021 2020 +/- Wages and salaries 8,847 8,416 +5.1% For more information on the compensation of the Board of Executive Directors and the Supervisory Board, see the Compensation Report at basf.com/compensationreport Social security contributions and assistance expenses 1,424 +6.7% Pension expenses 732 736 -0.5% 11,097 10,576 Total personnel expenses Balancing personal and professional life +4.9% 1,519 Regional initiatives specifically address the needs of our employees at a local level. For example, flexible co-working spaces in the Rhine-Neckar region in Germany were tested in pilot projects and a framework for potential future uses was developed. For more information on share-price based compensation programs and BASF's share programs, see the Notes to the Consolidated Financial Statements from page 280 onward and takes into account the development of the total shareholder return. It incentivizes the achievement of strategic growth, profit- ability and sustainability targets. To take part in this program, partici- pants must hold BASF shares, the amount of which is based on their individual fixed compensation. In 2021, around 91% of the people eligible to participate in the LTI around the world did so, holding between 30% and 70% of their fixed annual compensation in BASF shares. 1 "Local" means that a supplier is located in the same region (according to BASF's definition) as the procuring company. For more information on Together for Sustainability, see tfs-initiative.com At the end of 2021, TfS had 34 members with a combined procurement spend of around €267 billion. A total of 284 audits and 5,817 online assessments were performed. As a TfS mem- ber, BASF itself is assessed and in 2021 was ranked among the top 1% companies worldwide in the sustainable procurement category. BASF Report 2021 Management's Report - We Value People and Treat Them with Respect ΚΣΕ 101 Good to know Future of Work @ BASF The coronavirus pandemic has fundamentally changed how we work. That is why our Future of Work @ BASF initiative addresses the question of how our teams can find the right balance between on-site and remote working to continue to perform at their best in the future. Connectedness and close dialog remain our number one priorities - both are key to team spirit, creativity and innova- tion. The wide range of jobs, tasks and local conditions make different working models necessary. To reflect this, our local teams are developing tailored solutions within global guidelines that meet individual requirements. Workshop concepts and training support the process. - One example is the Flex Work @ LU project at the Ludwigshafen site in Germany. The focus is on the shift toward greater flexibility as well as practical solutions on how to maintain and strengthen connectedness in an increasingly hybrid working environment - from new office concepts to IT solutions and tips for teamwork. The ideas are tested together with pilot units. Successful con- cepts are made available to all units at the site in the form of a toolbox. The share price-based compensation program (BASF Option Pro- gram, BOP), which had existed since 1999, was offered for the last time in 2020. Around 87% of the people eligible to participate in the program around the world did so, investing up to 30% of their actual variable compensation (for the 2019 business year) in BASF shares.] development of our employees' digital skills will remain crucial going forward. The portfolio includes offerings for self-directed learning, as well as individual consulting and support for teams and leaders around the digital transformation. Employees and leaders can also hold joint workshops in an avatar-based 3D working and learning environment. In addition, the many academies in the divisions and service units also offer training on specific professional content. Against the backdrop of the digital transformation, we support our leaders in questions about shaping the working world of the future. For example, the #liveitleadit program provides insights into various areas of the organization and the opportunity to discuss topics such as hybrid working or living a failure culture.] Compensation and benefits [We want to attract and retain engaged and qualified employees, and motivate them to achieve top performance with a total offer package that includes market-oriented compensation, individual development opportunities and a good working environment so that they contribute to the company's long-term success. Our employ- ees' compensation is based on global compensation principles according to position, market and performance. As a rule, compen- sation comprises fixed and variable components as well as benefits that often exceed legal requirements. In many countries, these benefits include company pension benefits, supplementary health insurance and share programs. We regularly review our compensa- tion systems at the global and local levels. We want our employees to contribute to the company's long-term success. This is why the compensation granted to the vast majority of our employees includes variable compensation components, with which they participate in the success of the BASF Group as a whole and are recognized for their individual performance. The same prin- ciples basically apply for all employees worldwide. The amount of the variable component is determined by economic success as well as the employee's individual performance. We use the BASF Group's return on capital employed (ROCE) to measure economic success for the purposes of variable compensation. This links variable compensation to our ROCE target.1 Individual performance is assessed as part of a globally consistent performance management process. In numerous Group companies, our "plus" share program ensures employees' long-term participation in the company's success through incentive shares. In 2021, for example, around 23,600 employees worldwide (2020: around 27,600) participated in the "plus" share program. Since 2020, BASF has offered senior executives the opportunity to participate in a long-term incentive (LTI) program² in the form of a performance share plan. The LTI program has a term of four years 1 In calculating ROCE, adjustments are made for negative and positive special items resulting from acquisitions and divestitures (for example, integration costs in connection with acquisitions and gains or losses from the divestiture of businesses) when these exceed a corridor of +/-1% of the average cost of capital basis. An adjustment of the ROCE (in the first 12 months after closing) therefore only occurs in cases of exceptionally high special items resulting from acquisitions and divestitures. 2 The LTI program referred to here is aimed at management levels 2 to 4 as well as individual employees who have attained senior executive status by virtue of special expertise. For more information on the compensation of the Board of Executive Directors and the Supervisory Board, see the Compensation Report at basf.com/compensationreport BASF Report 2021 Management's Report - We Value People and Treat Them with Respect <>= 102 We enable our employees to take responsibility for their own professional development within the company with digital and novel offerings. To support multidisciplinary teams in the development of products, services or business models, workshops on design thinking empower participants to find creative and innovative solutions to complex problems. By providing interactive spaces, the concept also lends itself to hybrid working methods. This fosters an agile learning and working culture, which will ultimately also help us to master the digital transformation. For more information on supplier management, see page 109 onward For more information on mineral raw materials, see page 115 onward Our Work-Life Management employee center in Ludwigshafen, Germany, (LuMit) offers a number of services under one roof: child- care, fitness and health, and social counseling and coaching offered by BASF Stiftung. Services were adapted so they could continue during the coronavirus pandemic based on the current coronavirus laws and local restrictions. We also provide employee assistance programs at other sites in Germany and around the world to help employees overcome difficult life situations and maintain and restore their employability. Social counseling and coaching also enabled employees and their families to receive extensive support during the coronavirus pandemic, for example by expanding telephone services. ] Our flexible tools proved helpful during the coronavirus pandemic. They help our employees to master the increased challenges around work and personal life during the pandemic and will continue to provide flexibility. To integrate the positive experiences from the surge in remote working into our working culture, we have devel- oped global guiding principles and a framework for the future of work (see box on page 101). Human rights due diligence as a Group-wide task Systematic and extensive anchoring of human rights topics in company processes and culture We see human rights due diligence as an important, all-encom- passing task that we can only perform by working together as a team throughout the entire organization. That is why we have embedded our responsibility for human rights into our Code of Conduct and set this out in our human rights position. We uphold our standards worldwide, including where they exceed local legal requirements. All employees and leaders are responsible for ensur- ing that we act in accordance with our Code of Conduct and our human rights position. We rely on a systematic, integrated, risk-based approach and established monitoring and management systems. BASF is also active in initiatives such as Together for Sustainability (TFS) and Responsible CareⓇ, which promote sustainability in the supply chain. Our measures and criteria for monitoring and observing human rights are integrated into supplier assessment processes and our global monitoring systems for environmental protection, safety and security, health protection and product stewardship. They are also part of the evaluation of investment, acquisition and divestiture projects, assessments along the entire product life cycle, and sys- tems to monitor labor and social standards. In addition, aspects of human rights topics are part of the global qualification requirements for our security personnel and are incorporated into agreements with contractors. Our compliance unit is responsible for steering human rights top- ics and coordinates the work of the cross-unit Human Rights Expert Working Group, which we established in 2020. In it, employees from specialist units - procurement, legal, HR, environmental protection, health and safety, sustainability strategy, site security, supply chain, communications and government relations - and the operating divi- sions work closely together. The expert working group provides support and advice in challenging and critical situations, on the development of internal processes, and on the creation of informa- tion and training offerings, among other things. This is how we ensure that we approach our human rights responsibility holistically and that we can continually improve our performance. In 2020, we conducted a comprehensive review of our human rights management system and the related processes. This showed that we have achieved important milestones regarding our due diligence obligations. However, the analysis, which was discussed by the Board of Executive Directors, also identified poten- tial for improvement, for example with regard to awareness of human rights topics within our organization and relating to the integration of these topics in our guidelines and processes. We therefore launched a global, internal campaign in April 2021 to raise awareness on the topic of human rights. Externally, we were involved in the U.N.'s International Year for the Elimination of Child Labour through two initiatives and together with other partners, and committed to specific joint measures in the fight against child labor. Together with other DAX-listed companies, we also partici- pated in the study "Moving with responsibility toward success: practical implementation of human rights due diligence in 10 companies" commissioned by the German Federal Ministry for Economic Cooperation and Development (BMZ) and the German Agency for International Cooperation (GIZ). We strengthened awareness of our due diligence obligations in procurement by including additional information on human rights topics in training. In addition, the human rights risk assessment is more systematically incorporated into strategy development in our procurement segments (see page 109). We also further improved our grievance mechanisms and intro- duced a standardized global external and internal hotline and reporting system in 2021. For example, we expanded the number of languages available. A new website provides information about the hotline and the grievance procedure, and now also offers the option of contacting the company anonymously online in addition to local telephone numbers. Employees can also contact specialists directly via an internal online platform or the corresponding app. The pro- cessing status of a submitted report can be tracked anonymously. Moreover, submitted cases will be able to be recorded and evalu- ated more systematically in the future (see page 171 onward). In 2021, 206 human rights-related complaints were received by phone as well as by post and e-mail. All complaints were reviewed and forwarded to the relevant departments for in-depth investigation. If justified, appropriate measures were taken. We see assuming our human rights responsibilities as a continuous process. That is why we continuously review our policies and pro- cesses and update them whenever necessary. We are currently examining further development measures in various working groups against the backdrop of new regulations such as the German Act on Corporate Due Diligence Obligations in Supply Chains (LKSG) and the forthcoming E.U. legislation on due diligence in the supply chain. ■ We established a Human Rights Advisory Council in 2020 to systematically integrate external expertise. Its members include independent international human rights experts. The trust-based dialog on human rights topics helps us to better understand different Management's Report - We Value People and Treat Them with Respect < > 105 perspectives and to deal more openly with critical situations. At the same time, the renowned external experts show us where we have potential for improvement and help us to build on our strengths in how we handle human rights. The meetings, which are chaired by our Chief Compliance Officer, are also attended by employees from the sustainability strategy and compliance units. Other representa- tives, for example, from the operating divisions or procurement, are invited depending on the focus topics. In this way, the Human Rights Advisory Council provides an external perspective on estab- lishing and improving our processes, and contributes this in discus- sions with the leadership team. We maintained our dialog with the Human Rights Advisory Council throughout 2021, both with the body as a whole and in small groups, and with individual experts. The topics discussed included respon- sible supply chain management, for example in challenging supplier relationships or in high-risk regions. Our contribution to the respon- sible use of our solutions and products was also discussed. In 2021, we stepped up our commitment to action areas with increased risk potential, such as battery materials (see box on the right). Where conflict minerals (tin, tantalum, tungsten, their ores and gold) are used, we pay attention to the implementation of the relevant E.U. regulation in our supply and value chains. We also set store on certified sustainable supply chains and fair working conditions in the procurement of raw materials such as palm oil, palm kernel oil and castor oil. We maintain dialog with national and international NGOs and are involved in numerous networks and partnerships (see page 113 onward). These include the Cobalt for Development initiative in the Democratic Republic of Congo, the Responsible Lithium Partnership in Chile, the Global Battery Alliance and the Roundtable on Sustainable Palm Oil (RSPO). BASF is a founding member of Together for Sustainability (TFS). The initiative was established in 2011 to improve sustainability in the supply chain. The focus is on standardizing and simplifying supplier audits and evaluations globally. This increases trans- parency and creates synergies: Suppliers only have to complete an assessment process once. The results are then made available to all TfS members and are mutually recognized - saving time and money for both parties. Suppliers are evaluated by independent experts either in on-site audits or online assessments. The latter are conducted by EcoVadis, a ratings agency specialized in sus- tainability analyses. As an international company, we are a part of society in the coun- tries in which we operate and have business relationships with partners around the world. We are confronted by the fact that there are states that do not honor their obligation to protect human rights. People are particularly at risk in such countries and companies' ability to act is often limited. We are committed to our values - including and especially there - and contribute to the respect of human rights. We have trustful working relationships with our partners (customers, suppliers, joint venture partners, contractors), expect them to com- ply with internationally recognized human rights standards and to demand the same of their partners further along the value chain. We support our partners in their efforts to meet their respective responsibilities. We can only meet our goal of eradicating human rights abuses along our value chains if we work together. We have defined our expectations in a binding Supplier Code of Conduct. We are in close contact with our business partners, especially in higher-risk areas and regions, and monitor the implementation of required standards and measures for improvement. We use recognized assessments and audits to verify this. BASF Report 2021 [Our identity as an employer includes our belief in supporting our employees in balancing their personal and professional lives. We want to strengthen their identification with the company and our position in the global competition for qualified personnel. To achieve this, we have a wide range of offerings aimed at employees in different phases of life that accommodate the growing demand for flexibility in when and where they work. These include flexible working hours, part-time employment, remote working, and time off Dialog with employee representatives options that provide the necessary flexibility to care for children or family members. We are constantly working to expand these options and increasingly support the effective use of digital solutions here. ■ BASF acknowledges its responsibility to respect interna- tionally recognized human rights. For many years now, we have engaged in constructive dialog on human rights with other companies, nongovernmental organizations, interna- tional organizations and multi-stakeholder initiatives to bet- ter understand different perspectives and address conflict- ing goals. BASF is a founding member of the U.N. Global Compact and a member of the Global Business Initiative on Human Rights (GBI), a group of globally operating com- panies from various sectors. The initiative aims to ensure implementation of the U.N. Guiding Principles on Business and Human Rights. [Trust-based cooperation with employee representatives is an important component of our corporate culture. Our open and con- tinual dialog lays the foundation for balancing the interests of the company and its employees, even in challenging situations. In the case of organizational changes or if restructuring leads to staff downsizing, for example, or in the case of codetermination-relevant topics, we involve employee representatives at an early stage to develop socially responsible implementation measures. In 2021, this happened in connection with the planned organizational realign- ment of research, for example. Our actions are aligned with the respective legal regulations and the agreements reached, as well as operational conditions. The organizational protective measures taken during the coronavirus pandemic to date are backed by our employee representatives. BASF Report 2021 Management's Report - We Value People and Treat Them with Respect By focusing our discussions on the local and regional situations, we aim to find tailored solutions to the different challenges and legal conditions for each site. The BASF Europa Betriebsrat (European Works Council) addresses cross-border matters in Europe. In South America, we foster dialog with the Diálogo Social. In China, we work together with trade unions that have been organized locally within the framework of legal possibilities.] For more information, see basf.com/employeerepresentation International labor and social standards [We act responsibly toward our employees. Part of this is our volun- tary commitment to respecting international labor and social stan- dards, which we have embedded in our global Code of Conduct. This encompasses internationally recognized labor norms as stipu- lated in the United Nations' Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy of the International Labour Organization (ILO). BASF is committed to complying with these standards worldwide. We mainly approach our adherence to international labor and social standards using three elements: the Compliance Program (including compliance hotlines), close dialog with our stakeholders (such as with employee representatives or international organizations) and the BASF guideline on compliance with international labor norms, which applies Group-wide. This guideline makes concrete the topics in our global Code of Conduct under "Human rights, labor and social standards" as these relate to our employees. It forms the basis for our global, risk-based management process: We regularly monitor changes to the national law of all the countries in which BASF operates and evaluate our adherence to international labor and social standards. If the national law contains no or lower requirements, action plans are drawn up to successively close these gaps in a reasonable time frame. If conflicts with national law or practices arise, we strive to act in accordance with our values and internationally recognized principles without violating the law of the country concerned. As part of the management process, we regularly follow up on and document the results of the comparison between national law and our guideline, as well as measures to implement the guideline. This is part of our central due diligence system. An additional component of our corporate due diligence is our training concept, which was enhanced and refined in 2021. It includes target group-specific training and e-learning modules as well as a global platform for internal dialog. We monitor our voluntary commitment to international labor and social standards as part of our management process. As before, individual elements of the guideline are also reviewed as part of internal control processes such as Responsible Care audits at BASF Group companies. In addition to these quality assurance measures, compliance with international labor and social standards is an integral part of the standard questionnaire in the compli- ance management audits conducted by BASF's Corporate Audit department. ] For more information on global standards, see page 31 At a glance For more information on our responsibility for human rights, see page 104 For more information on standards in our supply chain, see page 109 onward For more information on labor and social standards, see basf.com/labor_social_standards <>= 103 BASF Report 2021 Management's Report - We Value People and Treat Them with Respect <>= 104 [Responsibility for Human Rights] GRI 102, 103, 406, 410, 411, 412, 413 SUPPLIERS BASF CUSTOMERS For more information on compliance, see page 171 onward Good to know A new program on Scope 3 emissions was launched in 2021. The aim is to develop a methodology for the chemical industry to calculate upstream greenhouse gas emissions in particular. Tfs members can use this data to implement and manage emissions reduction programs. The mass balance approach Leaders are important role models for employees, which is why environmental protection, health, safety and security are discussed with newly appointed senior executives. Senior executives with a particular responsibility for such topics, for example, in production, also receive specific further training to be able to meet their respon- sibilities. Due to the restrictions caused by the coronavirus pan- demic, the seminars for senior executives were held virtually in 2021. Other events and initiatives in 2021 also focused on the high rele- vance of safety topics and dialog among our leaders. These included regular town halls for senior executives, the Lead with Safety initia- tive in North America and the Visible Leadership in EHS @ CP initiative in the Petrochemicals division. Numerous digital solutions and applications are used in BASF's production plants to further increase safety, security, planning capa- bility and availability. For example, we had introduced augmented reality solutions at around 340 plants worldwide as of the end of 2021. We plan to implement these at more than 80 other plants by the end of 2022. At many sites, our employees already use mobile end devices and special apps for day-to-day tasks such as safety inspections, which continuously improves the efficiency and quality of our processes. Other areas of application for digital solutions include efficiently simulating maintenance and production processes in digital plant models and predictive maintenance. At the Lud- wigshafen site in Germany, for example, over 40 plants already use predictive maintenance models to monitor plant components such as compressors, pumps and heat exchangers. Occupational safety Our aim is to reduce the worldwide lost-time injury rate to no more than 0.1 per 200,00 working hours¹ by 2025. To prevent work- related accidents, we encourage and promote risk-conscious behavior and safe working practices, learning from incidents and regular dialog. We are constantly refining and enhancing our require- ments and training. 2025 target Reduce the worldwide lost-time injury rate per 200,000 working hours ≤0.1 In addition to the legally required briefings, BASF requires new employees and contractors to complete compulsory health and safety training, as well as regular training on the safe handling of chemicals and the correct use of personal protective equipment for employees at our production sites. Due to the coronavirus pan- demic, there was a greater focus on the safety aspects of remote working in 2021. In 2021, 0.3 work-related accidents per 200,000 working hours¹ occurred at BASF sites worldwide (2020: 0.3). The share of chemi- cal-related accidents declined slightly to 4% (2020: 6%). 1 Hours worked by BASF employees, temporary employees and contractors BASF Report 2021 Management's Report - Health and Safety, Emergency Response <>= 120 Unfortunately, there was one fatal work-related accident in 2021 (2020: 1). At the Geismar site in Louisiana, an employee of a con- tractor died while performing maintenance work. The accident is still being investigated by the local authorities. BASF is assisting the inquiry into the circumstances and cause of the accident. We use the findings to take appropriate measures to prevent this from hap- pening again. Such measures include regular informational events and awareness-raising campaigns. We actively share insights to further increase occupational safety and continually improve our processes and methods. For example, we evaluate trends in data, analyze accidents and potential inci- dents, and share knowledge and best practices within our global network of experts and as part of safety initiatives. We also seek dialog with government institutions and are actively involved in external occupational safety initiatives and networks around the world led, for example, by the European Chemical Industry Council (CEFIC) or national associations such as the German Chemical Industry Association or the American Chemistry Council. For more information on occupational safety, see basf.com/occupational_safety Process safety Process safety is a core part of safe, effective and thus sustainable production. We meet high safety standards in the planning, construc- tion and operation of our plants around the world. These meet and, in some cases, go beyond local legal requirements. Our global guidelines provide the framework for the safe construc- tion and operation of our plants as well as the protection of people and the environment. Our experts have developed a safety concept for every plant that considers the key aspects of safety, health and environmental protection - from plant design to the end of the pro- duction phase - and that sets out specific safety measures. Regular implementation checks ensure that all aspects of process safety comply with the safety concept and are always up to date. 2025 target Reduction of worldwide process safety incidents per 200,000 working hours ≤0.1 We promote risk awareness for every individual with measures such as systematic hazard assessments, specific and ongoing qualification measures and a wide range of safety initiatives. We analyze accidents and incidents as well as their causes and conse- quences in detail at a global level to learn from these. Hazard assessments and the risk minimization measures derived from them are an important prevention tool. We also promote regular dialog across different sites to strengthen risk awareness among our employees and contractors, to learn from examples of good prac- tice and in this way, continually develop our safety culture. In order to maintain the highest level of safety at our plants across their entire life cycles, we verify that our protection concepts, safety reviews and resulting safety measures have been carried out in all our plants at timely intervals based on risk potential. We regularly update our plants' safety and security concepts, taking into particular account new technological opportunities and regulatory developments. requirements. The Environmental Protection, Health & Safety unit in the Corporate Center conducts regular audits to monitor this. As part of our continuous improvement process, we regularly monitor progress toward our goals. We have defined our reporting indicators in accordance with the reporting standard developed by the Interna- tional Council of Chemical Associations. Strategy a Investments comprise end-of-pipe measures as well as integrated environmental protection measures. b Values shown refer to December 31 of the respective year. For more information, see Notes 9 and 23 on pages 224 and 260 <>= 118 BASF Report 2021 Management's Report - Health and Safety, Emergency Response <>= 119 [Health and Safety, Emergency Response ] GRI 102, 103, 403, 410, 413, 418 SUPPLIERS BASF CUSTOMERS For occupational and process safety as well as corporate security and health and environmental protection, we rely on comprehensive preventive measures and expect the cooperation of all employees and contractors. Our safety and security concepts serve to protect our employees, contrac- tors and neighbors, to prevent property and environmental damage, and to protect information and company assets. At a glance 0.3 Lost-time injuries per 200,000 working hours 0.3 Process safety incidents per 200,000 working hours Global health and safety standards Strengthening risk awareness and mindful behavior Intensive dialog on safety topics ■ Regular review of safety concepts, emergency systems and crisis management structures ■ Comprehensive protection measures against third-party interference The safety of our employees, contractors and neighbors, and pro- tecting the environment is our top priority. This is why we have set ourselves ambitious goals for occupational and process safety as well as health protection. We stipulate mandatory global standards for occupational and process safety, emergency response and health protection. Our sites and subsidiaries are responsible for implementing and complying with internal guidelines and legal We use the number of process safety incidents (PSI) per 200,000 working hours¹ as a reporting indicator. We have set our- selves the goal of reducing process safety incidents to a rate of no more than 0.1 per 200,000 working hours by 2025. In 2021, we recorded 0.3 process safety incidents per 200,000 working hours worldwide (2020: 0.3). We investigate every incident in detail, even under the constraints of the coronavirus pandemic, analyze causes and use the findings to derive suitable measures. We share the find- ings in our global network in the interest of continuous improvement. Around the world, we promote the reduction of process safety inci- dents and improve risk awareness with a culture of dealing openly with mistakes and initiatives to foster dialog around safety risks. To reduce process safety incidents, we focus in particular on technical measures and on a leadership culture that places even greater emphasis on process safety, such as in the PM Global Safety Relay Race initiative in the Performance Materials division. Avoiding and detecting all leaks was again a key priority in 2021 with the Zero Loss of Containment Mindset initiative in North America and the Zero Leakage initiative in South America. In addition, we are continually refining and expanding our training methods and offerings to increase risk awareness. Due to the 1 In 2012, an extended strike at a platinum mine in Marikana, South Africa, culminated in a violent confrontation between mine workers and armed South African police. Employees of the former mine operator, Lonmin, were among the fatalities. Ownership of the Marikana mine was transferred to Sibanye-Stillwater in 2019. For more information on the supplier relationship with the Sibanye-Stillwater mine, see basf.com/en/marikana We review our suppliers' progress according to a defined timeframe based on the sustainability risk identified, or after five years at the latest. In the case of ongoing, serious violations of the standards defined in our Supplier Code of Conduct or international principles, we reserve the right to impose commercial sanctions. These can go as far as termination of the business relationship. In 2021, this hap- pened in three cases. As part of TfS, training was also developed for suppliers undergoing a sustainability evaluation for the first time and for suppliers that already have a sustainability rating but have potential for improve- ment in ESG performance. In 2021, more than 1,800 participants attended online TfS training on this topic in different languages. TfS is also developing a global learning platform for buyers and sup- pliers, which will provide various (online) training opportunities on specific sustainability topics. It is scheduled for launch in 2022. We use TFS evaluations to pursue a risk-based approach with clearly defined, BASF-specific follow-up processes. If we identify deviations from standards, we ask suppliers to develop and implement corrective measures within a reasonable time frame. We support them in their efforts, for example by training employees from 31 sup- pliers in China on ESG topics in 2021 as part of a partnership with the East China University of Science and Technology. In South America, around 190 suppliers took part in a diversity talk on gender equality in the supply chain, and around 340 suppliers attended a webinar on ethical principles, legislation and human rights in the supply chain. Supplier development We discuss sustainability matters with our supplier Nornickel and other aspects relevant to our cooperation on a monthly basis. These include current events and the findings from the mining-specific TfS audits. In 2021, TfS audits were carried out at Nornickel's site in Polar, Russia. Nornickel seeks to join various industry initiatives that provide third-party verification of mining and responsible procure- ment standards, such as the International Council on Mining and Metals (ICMM) or the Initiative for Responsible Mining Assurance (IRMA). In addition, topics relevant to stakeholders were discussed in meetings with interest groups. The dialogs continue in various forms. groups in 2021. It also facilitated direct dialog between Sibanye- Stillwater and nongovernmental organizations active in this area. We maintained close dialog with our South African platinum supplier Sibanye-Stillwater¹ in 2021 on the results of the audit from 2020, the implementation of the resulting action plan, and other relevant topics. This includes working with all stakeholders, including local authorities, to take a unified approach to community development. Almost all the needs for adjustment identified by the audit had been implemented by the end of 2021. BASF and Sibanye-Stillwater continue to discuss the progress made four times a year and also use this as a platform for dialog on other sustainability topics. Sibanye-Stillwater is a member and supporter of the International Platinum Group Metals Association (IPA) sustainability initiative that was co-founded by BASF. The initiative's measures include con- ducting comprehensive sustainability audits and sharing factors for success. BASF continued its regular dialog with local stakeholder We carefully analyze the results of our assessments and document them in a central database. The on-site supplier audits conducted over the past few years have identified some need for adjustment with respect to environmental, social and corporate governance standards, for example in waste management or deviations in occu- pational health and safety measures and standards under labor law. Follow-up audits in 2021 identified improvements, for example, a reduction in health and safety risks following the implementation of appropriate measures and compliance with labor law requirements. In 2021, none of our audits identified any instances of child labor or dangerous work and overtime performed by persons under 18. Audit results We received sustainability evaluations for 701 suppliers. We also take into account other certification systems and external audits, such as from the Roundtable on Sustainable Palm Oil, when assessing our suppliers. Depending on business requirements, we additionally conduct our own Responsible Care audits at selected suppliers (see page 117). 111 < > Management's Report - Supplier Management BASF Report 2021 We play an active role in improving process safety around the world in internal and external networks, through our involvement in organi- zations such as the International Council of Chemical Associations (ICCA), the European Process Safety Centre (EPSC) or the Center for Chemical Process Safety (CCPS), and by fostering dialog with government institutions. For more information on process safety, see basf.com/process_safety Health protection Our global corporate health management serves to promote and maintain the health and productivity of our employees. Our occupa- tional health standards are specified in a binding global requirement, the implementation of which is the responsibility of our sites and subsidiaries. They are supported in this task by a global network of experts. The Environmental Protection, Health & Safety unit in the Corporate Center conducts regular audits to monitor compliance with the standards. We raise employee awareness of health topics with offerings tailored to specific target groups. The BASF health checks form the founda- tion of our global health promotion program and are offered to employees at regular intervals. We measure our performance in health protection using the Health Performance Index (HPI). This has five components: recog- nized occupational diseases, medical emergency drills, first aid, preventive medicine and health promotion. Each component con- tributes a maximum of 0.2 to the total score, meaning that the highest possible score is 1.0. We aim to reach a value of more than 0.9 every year. With an HPI of 0.96, we once again reached this target in 2021 (2020: 0.92). As in 2020, the figure is slightly lower 1 Hours worked by BASF employees, temporary employees and contractors Good to know BASF Report 2021 Management's Report - Raw Materials [Raw Materials] GRI 102, 103, 203, 301, 304, 308, 413, 414 restrictions associated with the coronavirus pandemic, in-person seminars were again held as virtual meetings or taught using web- based applications in 2021. ΚΣΕΙ 113 Management's Report - Raw Materials BASF Report 2021 As part of our efforts to improve sustainability, we are continuously investigating whether fossil and petrochemical resources can be replaced with non-fossil alternatives. We carefully consider eco- nomic, environmental and social aspects, as well as other important criteria like supply security and product safety. Our aim is to increase the share of renewable and recycled feedstocks in our value chains. This brings with it challenges and compromises in the supply of both energy and resources for carbon-based organic chemistry. For example, the use of renewable energy can involve additional costs, which can have an impact on competitiveness. Another area of conflict arises, for example, when the increased consumption of renewable raw materials leads to greater land use. We raise aware- ness of these trade-offs through close dialog with our stakeholders. We are also involved in sustainability initiatives to develop and imple- ment solutions in cooperation with partners. BASF's most important raw materials (based on volume) include gas and crude oil-based petrochemical products such as naphtha and benzene. We mainly use liquid gas and natural gas to generate energy and steam, and to produce key basic chemicals such as ammonia or acetylene. Naphtha is mainly fed into our steam cracker, where it is split into products such as ethylene and propylene - both important feedstocks for numerous value chains. We use aromatics such as benzene or toluene to manufacture engineering plastics, among other products. Thanks to a high degree of forward and backward integration, we can produce many feedstocks for our value chains efficiently while conserving resources within the BASF Verbund. This increases supply security and reduces dependence on external supply sources to just a few key raw materials. We source these from different suppliers to minimize supply risks. Fossil and petrochemical resources For more information on our supplier management, see page 109 onward For more information on the circular economy, see page 44 recyclability of plastics, which saves fossil resources and avoids CO2 emissions. Resource efficiency and stewardship are also becoming increasingly important topics for our customers. That is why we are constantly working to reduce the resources consumed in the manufacturing of our products, for example through more efficient processes, inno- vative technologies and the use of renewable and recycled raw materials. This enables us to offer our customers solutions that make a greater contribution to sustainability, like a smaller carbon footprint and better biodegradability. Our products also improve our customers' resource efficiency and sustainability in many areas. For example, BASF additives increase the service life and mechanical BASF's Verbund concept is key to making the use of raw materi- als in our own processes as efficient as possible: Intelligently linking and steering our plants and processes creates efficient value chains. By-products from one facility are used as feedstocks elsewhere. This saves raw materials and energy (see page 128). At the same time, the Verbund offers many opportunities to use renewable and recycled raw materials. We want to better leverage this potential going forward. For example, we are driving forward chemical recy- cling of mixed plastic waste and used tires in our ChemCycling™ project (see page 115). 693 Our expectations of our suppliers are laid down in our Supplier Code of Conduct (see page 109). We take a closer look at suppliers in critical supply chains, for example mineral raw materials, renewable resources such as palm kernel oil, a number of pigments and highly toxic substances. Upstream stages of the value chain are assessed for serious sustainability risks and, if necessary, suitable remedial measures are identified. In addition, we develop and test approaches to make the supply of raw materials more sustainable in joint initiatives with suppliers and other partners. Examples include our cooperative ventures and investments to recycle batteries (see page 30) and our joint activities on certified sustainable supply chains for renewable raw materials such as palm, palm kernel and castor oil. from responsible Strategy BASF's Verbund concept enables the efficient use of resources Recycled and renewable raw materials are gaining in importance Numerous projects to improve supply chain sustainability 1.3 million metric tons renewable raw materials purchased different raw materials purchased 35,000 At a glance In 2021, BASF purchased a total of around 35,000 different raw materials from more than 6,500 suppliers. Using resources as efficiently and responsibly as possible and the concept of the circular economy are firmly embedded in our strategy and our actions, for example, by our Verbund structure and the increased use of renewable and recycled feedstocks. We expect our suppliers to source and produce raw materials responsibly. CUSTOMERS BASF SUPPLIERS Our strategy covers the entire value chain procurement and the efficient use and recycling of raw materials in our processes to developing resource-saving solutions for our cus- tomers. We want to decouple growth from resource consump- tion with process and product innovations to accelerate the shift toward closed-loop value creation systems. Alongside economic, environmental and social criteria, we also consider aspects such as product safety and supply security when selecting suppliers and raw materials. 926 <>=112 231 A focal point of our activities here is chemically recycling plastic waste. This technology complements mechanical recycling and can help to reduce the amount of plastic waste that is disposed of in landfill or thermally recovered. Chemical recycling breaks down plastics into their building blocks or converts them into basic chemi- cals. Different methods are used to achieve this. In our ChemCycling TM project, our technology partners use the pyrolysis process to extract pyrolysis oil from mixed plastic waste or used tires, which were not previously recycled. We can feed this pyrolysis oil into our Verbund as an alternative to fossil raw materials and use it to make new products. These have exactly the same properties as products manufactured from fossil feedstocks. We use a certified mass balance approach to allocate the percentage of recycled content to the end product (see page 113). In 2021, we were able to further expand our portfolio of these Ccycled™ products. It now comprises around 50 products that our customers use, for example to manufacture transport cases for medicine, high-performance plastics for the automotive industry, packaging materials and functional textiles. We also signed a memorandum of understanding in 2021 with our technology partner Quantafuel and Remondis, a global leader in waste and water management. Its subject matter is the assessment of a joint investment in a pyrolysis plant for plastic waste. We have also made further progress with the chemical recycling of used mattresses made of flexible polyurethane. It is based on a wet chemical process developed by BASF. After initial successful trials, our teams continued developing the process in 2021. Precursors recovered from old mattresses can now be used to produce new mattress-sized blocks of flexible polyurethane foam. The new pro- cess is currently being optimized and tested on a larger scale. We have many years of experience and a high degree of specializa- tion in recycling precious metals such as platinum, palladium and rhodium. They are used in automotive catalysts as well as in process and chemical catalysts. We primarily use the precious metals recovered in this way as feedstocks in catalyst production. With the expansion of our refinery plant in Seneca, South Carolina, and the acquisition of assets from Zodiac Enterprises in Caldwell, Texas, we are further expanding our leading position in platinum group metal recycling. The growing demand for electromobility is also increasing the need for lithium-ion battery recycling. As a leading producer of battery materials with future local production capacities in the three main markets - Asia, Europe and North America - BASF has in-depth expertise in battery chemistry and process technology. We are utilizing these competencies to address battery recycling as an additional growth market in cooperation with partners along the value chain (see page 30). In this way, we want to ensure that valu- able metals remain in the production cycle for as long as possible. This conserves resources while enabling production of cathode active materials in Europe with a significantly lower carbon footprint compared with the industrial standard. At the Schwarzheide site in Germany, where a cathode active materials plant is already under construction, we will also build a prototype plant for battery recycling by 2023. The prototype plant will allow for the development of new operating procedures and optimization of technology to deliver superior recovery rates of lithium, nickel, cobalt and manganese from end-of-life lithium-ion batteries. The plant will also recycle metals from scrap of cell manufacturers and battery material pro- ducers that do not meet product specifications. For more information on the circular economy, see page 44 Mineral raw materials We procure a number of mineral raw materials, which we use to produce automotive and process catalysts or battery materials, among other products. We are continually improving our products and processes to minimize the use of primary mineral raw materials. At the same time, we are driving forward the recycling of mineral raw materials, for example, by recovering platinum metals from auto- motive and process catalysts and using these as secondary resources (see "Recycled feedstocks"). Sourcing mineral raw materials responsibly is important to BASF. We implemented measures to meet the requirements of the E.U. Conflict Minerals Regulation by the January 1, 2021 deadline. This defines supply chain due diligence for tin, tantalum, tungsten, their ores and gold (3TG) imported into the E.U. from conflict-affected and high- risk areas (CAHRAs). To supplement our Supplier Code of Conduct (see page 109), we introduced a Group-wide Supply Chain Policy for Conflict Minerals in 2021. It contains expectations for our suppliers from CAHRAS and outlines voluntary commitments. In addition to responsible procurement of the 3TG minerals, BASF is committed to responsible and sustainable global supply chains for other mineral raw materials as well. These include cobalt, a key component in the production of battery materials for electric vehi- cles, among other applications. Our cobalt supply chain is organized according to special sustainability criteria. Our goal is to not purchase cobalt from artisanal mines and to exclude this in supply chains as long as responsible artisanal production cannot be verified. Together with BMW, Samsung SDI, Samsung Electronics, Volks- wagen and the German Agency for International Cooperation (GIZ), we have been involved in the cross-industry Cobalt for Develop- ment initiative since 2018. It aims to improve working and living BASF Report 2021 Management's Report - Raw Materials conditions for artisanal miners in the Democratic Republic of Congo. To achieve this, the initiative offers programs such as training on important environmental, social and governance aspects of respon- sible mining practices. Since October 2020, 14 mining cooperatives in Kolwezi have participated in training on topics such as occupa- tional safety and environmental management. Cobalt for Develop- ment also works closely with local NGOs and the Good Shepherd International Foundation to create additional income opportunities for families and improve access to education. The joint activities are beginning to show results according to an evaluation of the initiative: Participants of the program since its launch have seen an increase in average income and savings. Since construction of the new pub- lic primary and secondary schools in Kisote, the majority of children have enrolled in school. Overall, several thousand members of the participating communities are already benefiting. In 2021, the initia- tive also made an action pledge to eliminate child labor as part of a global campaign by the International Labor Organization (ILO). Three mining cooperatives around Kolwezi are receiving assistance to implement occupational safety measures and a zero-tolerance policy against child labor. We signed a long-term supply agreement with Nornickel for nickel and cobalt from a metal refinery in Finland. The agreement ensures locally sourced and secure supply of raw materials for battery mate- rial production in Europe. In cooperation with Eramet, we are also assessing the development of a state-of-the-art hydrometallurgical refining complex in Indonesia, which is expected to secure access to more sustainably sourced nickel and cobalt as of the mid-2020s. We are also involved in various international initiatives to strengthen sustainability and innovation in the value chain for batteries. These include the Global Battery Alliance (GBA), which we co-founded in 2017. It promotes dialog between business, government and civil society and develops standards and tools to create a socially responsible, ecological and economically sustainable, and inno- vative value chain for batteries. For instance, BASF is working with the GBA on the GBA Battery Passport. In the future, this "digital twin" will contain information on the sustainability of a battery to increase transparency in the value chain. The GBA, as well, made an action pledge with the ILO campaign against child labor, also focusing on the Democratic Republic of Congo. BASF is also an active member of the Responsible Minerals Initiative. Furthermore, together with Daimler, Fairphone, and Volkswagen, we launched the Responsible Lithium Partnership in 2021. It advo- cates for the responsible use of natural resources in Chile's Salar de Atacama, home to the world's largest lithium reserves and a signifi- cant portion of global production. As a first step, the German Agency for International Cooperation (GIZ) was commissioned to organize a local multi-stakeholder platform on the opportunities and risks of lithium mining and other economic activities such as copper mining and tourism. The goal of the platform is to reach a common understanding on the status quo and to jointly develop a vision for the future of the Salar de Atacama watershed. In addition, potential risks are to be mitigated and opportunities promoted through the development and implementation of joint action plans. Another mineral raw material that BASF processes is mica. We use both raw mica and effect pigments derived from mica, mainly in the production of coatings. BASF is conscious of its social responsibility with regard to mica sourcing and applies high standards which, among other things, exclude child labor. Suppliers are asked to source mica in accordance with our Supplier Code of Conduct. As a member of the Responsible Mica Initiative (RMI), we advocate for the eradication of child labor and unacceptable working conditions, specifically in India's mica supply chain. The initiative focuses on labor standards, strengthening local communities and legal frame- works. According to an RMI study, activities in the relevant regions of India have already led to improved income and living conditions. These include improved access to clean drinking water through the installation of pumps and filtration systems and improved access to health care through doctors' visits in villages and enrollment in public health insurance plans. For more information on the Cobalt for Development project, see basf.com/cobalt-initiative and cobalt4development.com/ For more information on the Global Battery Alliance, see globalbattery.org Recycling is becoming increasingly important due to limited resources, growing sustainability requirements in the markets and regulatory developments. We want to increase the use of recycled feedstocks with our Circular Economy Program: From 2025 onward, we aim to process around 250,000 metric tons of recycled and waste-based raw materials every year worldwide, replacing fossil raw materials (see page 44). Recycled feedstocks For more information on our voluntary commitment to palm oil products and the Palm Progress Report, see basf.com/en/palm-dialog For more information on biodiversity, see page 138 onward Many BASF value chains start in syngas plants or steam crackers, where fossil resources, mostly natural gas and naphtha, are con- verted into hydrogen and carbon monoxide or important basic chemicals such as ethylene and propylene. These are used to create thousands of products in the BASF Verbund. Alongside fossil resources, bio-based and recycled raw materials such as biometh- ane, bio-naphtha or pyrolysis oil can be used as feedstocks in our plants. Due to the simultaneous processing of fossil, bio-based and recycled feedstocks, the raw materials cannot be directly assigned to resulting derivatives. The share of bio-based or recycled raw materials can however be allocated to derivatives using the mass balance approach, which is audited by a third party, and certifica- tion (such as the REDcert2 standard for the chemical industry). It is similar in principle to green power, which has been established for many years: Energy from renewable sources is fed into the grid and then charged to individual customers. Provisions for environmental protection measures and remediation Mass balance products are identical in quality to conventionally produced products but have a better sustainability balance due to the use of bio-based or recycled raw materials. This method has already been applied to over 700 BASF products (2020: ~200 prod- ucts), for example, engineering plastics such as polyamide, super- absorbents, dispersions and intermediates. We share our expertise in numerous stakeholder platforms, such as the European Commis- sion's Circular Plastics Alliance, to harmonize and standardize different allocation methods and certification schemes for mass balance products. For more information, see basf.com/massbalance Renewable resources In addition to fossil resources, we employ renewable raw materials, mainly based on vegetable oils, fats, grains, sugar and wood. In 2021, we purchased around 1.3 million metric tons of renewable raw materials. For instance, we use renewable resources to produce ingredients for the detergent and cleaner industry, or to source natu- ral active ingredients for the cosmetics industry. We also use renew- able feedstocks such as biomethane and bio-naphtha in our Verbund as an alternative to fossil resources. The mass balance approach allows us to allocate the amount of renewable resources used to a wide variety of end products (see box at left). Examples include the Acronal® Eco and JoncrylⓇ MB biomass balance binders for solvent-free paints and coatings, the HySorbⓇ Biomass Balanced superabsorbent, various biomass balance versions from the Trilon®, SokalanⓇ and Protectol® product lines for the detergent and cleaner industry, and the biomass balance versions of our StyroporⓇ, NeoporⓇ and StyrodurⓇ insulation materials. As for fossil raw materials, we also consider how renewable resources impact sustainability topics along the value chain. Alongside positive effects like saving greenhouse gas emissions, these can also have negative effects on areas such as biodiversity, land use or working conditions, depending on the raw material. This is why we carefully weigh the advantages and disadvantages of using renewable resources, for example using Eco-Efficiency Ana- lyses. We also take recognized certification standards such as the Roundtable on Sustainable Palm Oil into account in our decisions. We want to minimize raw material-specific risks and increase sus- tainability in our supply chains with measures, projects and targeted involvement in initiatives. Our activities here concentrate on value chains that are relevant quantitatively or that do not yet have certifi- cation standards. We are also working on product innovations and on enhancing our production processes to improve the profitability and competitiveness of renewable resources. For example, we are developing innovative processes such as biocatalysis and fermen- tation for the production of vitamins and enzymes; and we are BASF Report 2021 Management's Report - Raw Materials < > 114 For more information on the Responsible Mica Initiative, see responsible-mica-initiative.com driving forward white biotechnology for the production of chemical components from renewable resources. We purchased 242,946 metric tons of palm oil and palm kernel oil in 2021 (2020: 227,213 metric tons). We again met our own voluntary commitment to source only RSPO-certified palm oil and palm kernel oil. This avoided more than 330,000 metric tons of CO2 emissions compared with the procurement of conventional palm oil and palm kernel oil. By 2025, we aim to extend our voluntary commitment to sustainable procurement to the main intermediate products¹ based on palm oil and palm kernel oil. We were able to trace 96% of our global palm footprint to oil mill level as of the end of 2021 (2020: 95%). In addition, we continued to drive forward the RSPO supply chain certification of our sites for cosmetic ingredients. At the end of 2021, 26 production sites worldwide were certified by the RSPO (2020: 25). In line with raised awareness for sustainability, we continue to see growing demand for certified palm-based prod- ucts from our customers. We are expanding our range of certified We source most of our palm-based raw materials from Malaysia and Indonesia. Smallholders account for around one-third of the total volumes produced there. We have worked together with The Estée Lauder Companies, the RSPO and Solidaridad in Indonesia since 2019 to expand our supplier base for RSPO-certified palm oil prod- ucts while strengthening smallholder structures and sustainable production methods at local level. The project in the province of Lampung supports around 1,000 independent smallholders in improving their livelihoods and the sustainable production of palm oil and palm kernel oil. The focus is on efficient and sustainable farming practices and health and safety standards. The goal is for at least one-third of program participants to become certified according to the RSPO Smallholder Standard in three years. Also important for BASF, albeit at a much smaller scale, is castor oil. We use castor oil to manufacture products such as plastics and ingredients for paints and coatings, as well as products for the cosmetics and pharmaceutical industries. With the aim of estab- lishing a certified sustainable supply chain for castor oil, we launched the Sustainable Castor Initiative - Pragati in 2016 together with the companies Arkema and Jayant Agro and the NGO Solidaridad. The initiative is intended to improve the economic situation of castor bean farmers in India and, at the same time, raise awareness of sustainable farming methods. Around 80% of the world's castor beans are produced in India, mainly by smallholders. As part of Pragati, smallholder farmers receive training on topics such as culti- vation methods, efficient water use, health and the safe use of crop protection products based on a specially developed sustain- ability code, SUCCESS. Since the project was initiated, more than 5,800 smallholders and over 13,300 hectares of land have been certified for sustainable castor cultivation. Yields from this land were 35% higher than average amounts for the region published by the local government for the 2020/2021 harvest cycle. In addition to SUCCESS, the Sustainable Castor Association (SCA), which was launched in 2019 by the founders of the Pragati initiative, has also developed a sustainability code for the wider supply chain. This will allow castor beans obtained from the program to be further pro- cessed into certified castor oil and derivatives and to be introduced into the downstream supply chain. We were able to source the first certified sustainable castor oil from the program in 2021 following the successful audit of our supply chain by an independent certifica- tion body. In the coming years, we want to increase the share of this oil in our total demand. Our bioactives for cosmetics are based on plants. Through sus- tainable sourcing practices, we aim to preserve ecosystems and enable sustainable management for those who depend on them. To this end, we have set up various programs that unite economic, ecological and social aspects in holistic approaches. One example is our rambutan program in Vietnam's Dong Nai province. We have been collaborating since 2014 with two local small plantations which supply us with sustainably produced, organically certified raw mate- rials. Upcycling the rambutan tree's shells, leaves and seeds, previ- ously disposed of as waste, creates new income streams for farmers and expands our portfolio of natural active ingredients. The partner- ship focuses in particular on responsible farming practices and social inclusion, including gender equality, safe working conditions and fair incomes. Another example of sustainable supply chains and responsible inno- vation is our Castaline TM product, derived from the leaves of chest- nut trees. These are harvested in late summer by forest owners in France. The chestnut forests are organically certified and are mainly used for the cultivation of chestnuts. By upcycling the leaves as a by-product of chestnut extraction, we generate additional income opportunities for forest owners and provide our customers with a product of completely natural origin. We are pursuing other similar 1 Fractions and primary oleochemical derivatives as well as vegetable oil esters 2 The figure for 2020 was adjusted from 96% to 95% due to a data correction. BASF Report 2021 Management's Report - Raw Materials <>= 115 initiatives, for example, in Morocco for our argan-based products, and in India for our active ingredients based on the moringa tree. Palm oil, palm kernel oil and their derivatives are some of our most important renewable raw materials. We mainly use these raw materials to produce ingredients for the cosmetics, detergent, cleaner and food industries. We aim to ensure that palm-based raw materials come from certified sustainable sources. To this end, we have endorsed the Roundtable on Sustainable Palm Oil (RSPO) since 2004 and are engaged in other national and international ini- tiatives, such as the German Forum for Sustainable Palm Oil, the Polish coalition Polska Koalicja ds. Zrównowazonego Oleju Palmowego and the High Carbon Stock Approach organization. Based on our Group-wide Supplier Code of Conduct (see page 109), we have outlined our expectations of suppliers in the palm-based value chain in an additional sourcing policy (BASF Palm Sourcing Policy). This addresses aspects such as forest and peat conserva- tion, respect of human and labor rights, smallholder inclusion, and certification and traceability standards. The annual BASF Palm Progress Report reports on our measures and progress toward more sustainability and transparency in the value chain. <>=116 sustainable products in accordance with the RSPO's mass balance supply chain model. This helps our customers meet their obligations to customers, consumers and stakeholders. Management's Report - Our Management Systems Our Quality Management System comprises our EHSQ policy as well as further standards, guidelines and processes for quality man- agement along the value chain. Our Quality Management System is risk-based, process-oriented and focused on customer satisfaction. Its mandatory elements are set out in a Corporate Requirement. These include core processes such as nonconformance manage- ment, change management and the performance of internal audits. Local implementation of the requirements is the responsibility of our business units and sites. Responsible Care audits Regular audits help ensure that our safety, security, health and envi- ronmental protection standards are met. We conduct regular audits every three to six years at all BASF sites and at companies in which BASF is a majority shareholder. We take a risk-based approach and use an audit database to ensure that all sites and plants world- wide are regularly audited. We have defined our regulations for Responsible Care audits in a global Corporate Requirement. Newly acquired sites and companies are audited after the integra- tion phase is complete, generally within one to two years depending on complexity and size. BASF Report 2021 Management's Report - Our Management Systems During our audits, we create a safety and environmental profile Costs and provisions that shows if we are properly addressing the existing hazard poten- tial. If this is not the case, we agree on measures and monitor their implementation, for example, with follow-up audits. In the BASF Group in 2021, 143 environmental and safety audits were conducted at 71 sites (2020: 112 audits at 60 sites). The sites were audited based on their individual risk profile. Auditing of the sites acquired from Solvay could not start in late 2021 as planned due to the coronavirus pandemic. These audits will be performed in 2022. We continuously invest in reducing the impact of our actions on the environment. We also establish appropriate provisions for envi- ronmental protection measures and the remediation of active and former sites.] Costs and provisions for environmental protection in the BASF Group Million € 2021 Quality Management System 2020 For more information on occupational health and safety, see page 119 onward For more information on Responsible Care®, see basf.com/en/responsible-care External certification Our Responsible Care audit system complies with the ISO 19011 standard and is certified according to ISO 9001. Worldwide, 130 BASF production sites are certified in accordance with ISO 14001 and EMAS (Eco-Management and Audit Scheme) (2020: 128). In addition, 54 sites worldwide are certified in accordance with OHSAS 18001 or ISO 45001 (2020: 51). Several BASF sites also have an ISO 17020 accredited inspection body for user inspection or an ISO 17025 accredited analytical laboratory for environmental emissions analyses. Based on our customers' requirements, quality management at our production sites is generally certified according to external interna- tional standards such as ISO 9001, GMP, FAMI QS or IATF 16949. Operating costs for environmental protection 1,133 1,125 Investments in new and improved BASF Report 2021 239 environmental protection plants and facilitiesa In 2021, 13 sites were audited on occupational medicine and health protection (2020: 1). Online audits were conducted for 10 of these sites. These remote audits focused on documented processes and management systems. - We pursue a decentralized certification approach for our busi- ness units and subsidiaries. This takes into account local needs, internal and legal requirements, and our customers' requirements. EHSQ Management Systems Our EHS management approach covers the different stages of our value chain - from the transportation of raw materials to production at our plants, activities at our sites and warehouses, and distribution of our products down to our customers' application of our products. The Environmental Protection, Health & Safety unit in the Corporate Center defines Group-wide management and control systems and monitors compliance with internal requirements and legal regula- tions, while the sites and legal entities implement these requirements locally. Our global network ensures that information and insights are shared across the BASF Group on an ongoing basis. Our poli- cies and requirements are continuously updated. We also maintain dialog with government institutions, associations and international organizations for this reason. We set ourselves ambitious goals for environmental protection, health and safety (see page 36) and regu- larly review our performance and progress with audits. We assess the potential risks and weaknesses of all our activities from research and production to logistics - and the potential effects of these on the safety and security of our employees, the environment or our surroundings. We use databases to document accidents, near misses and safety-related incidents at our sites as well as along our transportation routes to learn from these; appropriate measures are derived according to specific cause analyses. < > We Produce Safely and Efficiently Protecting people and the environment is our top priority. Our core business - the development, production, processing and transportation of chemicals - demands a responsible approach. We address environmental, health and safety risks with a comprehensive Responsible Care Management System. We expect our employees and partners to know the risks of working with our products, substances and plants and to handle these responsibly. In this section: Health and Safety, Emergency Response Product Safety Transportation Safety Energy and Climate Protection Emissions to Air, Waste and Remediation Water Biodiversity Our Management Systems GRI 102, 103, 303, 305, 306, 307, 403, 410, 418 SUPPLIERS BASF 117 CUSTOMERS Global EHS guidelines and standards Quality management with a focus on customer satisfaction Risk-based site audits to monitor performance and progress invested in environmental protection plants and facilities ☐ 143 audits At a glance [BASF is actively involved in the International Council of Chemical Associations' global Responsible Care® initiative. We reaffirmed our commitment to the guiding principles of the initiative and the Responsible Care® Global Charter in 2021. Our Responsible Care Management System comprises the global directives, standards and procedures for environ- mental protection, health and safety (EHS). At the same time, our Quality Management System ensures the high quality of our products, processes and services, and enables our employees to best meet our customers' needs. €239 million Responsible Care Management System CO2 Use of biomass CO₂ 2021 2020 2018 (baseline) 17.234 16.860 0.677 0.418 0.609 0.031f 0.034 0.023f 0.027 Total 0.034 17.025 1 The goal includes greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents (CO₂e). 2 In March 2021, we replaced our previous target of CO2-neutral growth until 2030 (baseline 2018: 21.9 million metric tons of CO₂e) with a new, more ambitious climate protection target to reduce absolute CO2 emissions by 25% compared with 2018 (new target: 16.4 million metric tons of CO₂e). BASF operations Total after offsetting BASF Report 2021 0.091 Management's Report - Energy and Climate Protection <>=127 We offer our customers solutions that help prevent greenhouse gas emissions and improve energy and resource efficiency. More than 60% of our annual research and development spending¹ goes toward developing these products, optimizing our processes, and toward research projects to make our processes more energy and resource-efficient and to prevent greenhouse gas emissions. We continuously analyze potential risks to our business operations arising in connection with the topics of energy and climate protection and derive appropriate measures. We support the recommenda- tions of the Task Force on Climate-related Financial Disclo- sures (TCFD). Since the 2019 reporting year, BASF's annual report has included an overview showing the sections and subsections in which TCFD-relevant information can be found (see page 19). We also participate in the program established by the international nonprofit organization CDP for reporting on data relevant to climate protection and have done so since 2004. BASF achieved a score of A in CDP's 2021 climate change questionnaire, again attaining Leadership status. Companies on the Leadership level are distin- guished by factors such as the completeness and transparency of their reporting. They also pursue comprehensive approaches in managing the opportunities and risks associated with climate change as well as strategies to achieve company-wide emission reduction goals. We report on greenhouse gas emissions in accordance with the Greenhouse Gas Protocol as well as the sector-specific standard for the chemical industry. Climate protection is a shared task. This is why we support various national and international initiatives and are involved in partnerships. For instance, in 2021 we worked with Together for Sustainability (TFS), the World Business Council for Sustainable Development (WBCSD) and the World Economic Forum's Low-Carbon Emitting Technologies Initiative (LCET) to harmonize the methodological approaches used to calculate Scope 3 emissions. This will help increase the transparency of greenhouse gas emissions along the BASF Group's greenhouse gas emissions according to the Greenhouse Gas Protocola Million metric tons CO2 equivalents Scope 1b CO2 (carbon dioxide) N2O (nitrous oxide) CH4 (methane) HFC (hydrofluorocarbons) SF6 (sulfur hexafluoride) Scope 2° Total CO2 We are gradually integrating our suppliers into the management of greenhouse gas emissions along the value chain. To this end, we launched our Supplier CO₂ Management Program in 2021 (see page 130). Offsetting Sale of energy to third parties (Scope 1)d 0.001 ■ 0 ■ High regulatory requirements and safety standards for crop protection products and seeds At a glance Crop protection products and seeds are highly regulated at national and international level, which brings with it strict requirements for registering and re-registering active ingre- dients and crop systems. Regulatory approval is only granted when extensive documentation can be provided showing that our products are safe for people, animals and the environ- ment when used in the manner intended. 0.091 0.024 n/a a BASF reports separately on direct and indirect emissions from the purchase of energy. Scope 1 emissions encompass both direct emissions from production and generation of steam and electricity, as well as direct emissions from the generation of steam and electricity for sale. Scope 2 emissions comprise indirect emissions from the purchase of energy for BASF's use. b Emissions of N₂O, CH4 and HFC have been translated into CO2 emissions using the Global Warming Potential, or GWP, factor. GWP factors are based on the Intergovernmental Panel on Climate Change (IPCC) 2007, errata table 2012 for the 2018 and 2020 reporting years, and IPCC 2014 for the 2021 reporting year. HFC (hydrofluorocarbons) are calculated using the GWP factors of the individual components. c Market-based approach. Under the location-based approach, Scope 2 emissions were 3.362 million metric tons of CO2 in 2020 and 3.670 million metric tons of CO2 in 2021. d Includes sales to BASF Group companies; as a result, emissions reported under Scope 2 can be considered twice in some cases. e Emissions are reported separately from Scope 1 and Scope 2 in accordance with the Greenhouse Gas Protocol. f The comparative figure for 2020 has been adjusted to reflect updated data. supply chain and will provide the basis for a Scope 3 target-setting methodology for the chemical sector. For more information on climate protection, see basf.com/climate_protection We consistently align our actions with our climate protection targets, based on a comprehensive analysis of our emissions. Group-wide CO2 emissions are anchored in the BASF Group's steering and compensation systems as a most important nonfinancial key perfor- mance indicator, giving them even more weight. Investments and acquisitions are assessed with regard to their impact on our climate protection targets. 1 Costs not relevant to the calculation of this share include research expenses in early innovation stages of the phase-gate process, patent costs and expenses for supporting services. BASF Report 2021 Wide range of training on the safe and proper handling of our products Potential risks are assessed and minimized throughout the research, development and registration process, and on an ongoing basis following market registration. We regularly perform a large number of scientific studies and tests to ensure that, as far as possible, our registration dossiers address all questions on potential environ- mental and health effects. We adapt our portfolio to the specific requirements of regional mar- kets as crops, soils, climate conditions, plant diseases and farming practices vary around the world. Consequently, product approvals differ from country to country. Crop protection 2.464 3.279 4.067 20.185 20.802 21.887 0 0 0 0 20.802' 21.887 0.947 0.845 0.773 21.132 21.6471 22.660 20.185 ensures that climate protection-relevant aspects are integrated into strategic decision-making processes as well as into core business activities (see page 46). In parallel, our operating divisions are work- ing on division-specific projects to reduce emissions, supported by the global service units. To evaluate transportation safety, we systematically record trans- portation incidents according to defined criteria. We use the number of transportation incidents¹ as a reporting indicator. In 2021, we recorded 21 transportation incidents worldwide (2020: 19). 2018 2019 2020 2021 ■Risk minimization along the entire transportation chain ◉ Risk assessment based on national and international dangerous goods regulations ◉ Regular review of logistics service providers Strategy We want our products to be loaded, transported and handled safely. This is why we depend on global standards, an effective organization and reliable logistics partners. Our goal is to minimize risks along the entire transportation chain - from loading and trans- portation to unloading. The transportation of dangerous goods is subject to mandatory national and international dangerous goods regulations as well as our global guidelines. The sites and subsidi- aries are responsible for implementing transportation safety regula- tions and guidelines. Compliance is regularly monitored by the Environmental Protection, Health & Safety unit in the Corporate Center using globally standardized transportation safety reviews. External logistics partners are evaluated based risk either through Transportation incidents assessments or on-site audits. BASF's global network of experts ensures that information, insights and best practices are shared on an ongoing basis. Preventive safety measures National and international dangerous goods regulations are based on an assessment of transportation risks and set out rules and measures for safely transporting dangerous goods. We use various tools to minimize transportation risks. For example, for every dan- gerous good to be transported, we check in each case whether the packaging is suitable for the type of transport. We conduct digital dangerous goods checks before shipping orders are released. In addition, vehicles are subjected to a thorough dangerous goods check prior to loading and rejected if there are any issues. Above and beyond this, we use our global requirement to specifi- cally assess the safety and environmental risks of transporting and handling raw materials and sales products with high hazard potential. This is based on the Guidance on Safety Risk Assessment for Chemical Transport Operations published by the European Chemical Industry Council (CEFIC). We stipulate worldwide requirements for our logistics service pro- viders and assess them in terms of safety and quality. Our experts use our own evaluation and monitoring tools as well as internation- ally approved schemes such as the ship inspection reports issued by the Chemical Distribution Institute (CDI) and the Oil Companies International Marine Forum (OCIMF). A particular focus is incidents involving goods spillages that could lead to significant environmental impacts. These include dangerous goods leaks of BASF products in excess of 200 kilograms on public traffic routes, provided BASF arranged the transport. We recorded three incidents in 2021 with spillage of more than 200 kilograms of dangerous goods² (2020: 2). None of these transportation incidents had a significant impact on the environment (2020: 0). For more information on transportation safety, see basf.com/distribution_safety 1 Data is collected based on the International Council of Chemical Association's (ICCA) guidance for reporting performance and includes road, rail and container shipping incidents. 2 Hazardous goods are classified in accordance with national and international hazardous goods regulations. BASF Report 2021 Management's Report - Energy and Climate Protection [Energy and Climate Protection] on the environment GRI 102, 103, 201,301,302,305 transportation incidents with significant impact At a glance One of the ways we meet our commitment to product stewardship is by offering a wide range of courses and training on the safe storage and safe use of our products. In India, for example, BASF launched the Suraksha Hamesha program. Suraksha Hamesha means "safety all the time." The program creates a platform for edu- cating farmers and agricultural workers about the nine steps of responsible use of crop protection products and personal protec- tion. Through Suraksha Hamesha, BASF has engaged with over 162,600 agricultural workers and around 33,200 users across India since 2016. BASF also involves government agencies and the cen- tral government's farm extension teams in these meetings to support and promote farm safety. Management's Report - Energy and Climate Protection We also work closely together with associations such as CropLife International and CropLife Europe to promote the safe and proper use of crop protection products. For example, we support steward- ship initiatives of both associations and various programs on the proper disposal and recycling of product containers. Technological innovations developed together with industry partners such as the easyconnect closed transfer system in Europe or the Wisdom sys- tem in South America also help to make using crop protection products easier and safer. Seeds BASF is a member of Excellence Through Stewardship, a global industry initiative for seeds. This initiative promotes the adoption of quality management systems for seeds and product stewardship programs covering the entire life cycle. It also has independent ETS-certified auditors verify members' compliance with its guide- lines. In 2021, BASF successfully passed ETS audits in the areas of laboratory operations, contained biotech plants, general steward- ship, incident response management and product handling at our Ghent and Astene sites in Belgium. For more information on our Agricultural Solutions segment, see page 88 onward For more information on biodiversity, see page 138 onward For more information on risks from litigation and claims, see the Notes to the Consolidated Financial Statements on page 262 BASF Report 2021 Management's Report - Transportation Safety <>=125 [Transportation Safety ] GRI 102, 103, 306 SUPPLIERS BASF CUSTOMERS Our regulations and measures for transportation safety cover the delivery of raw materials, the handling and distribution of chemical products between BASF sites, warehouses and customers, and the transportation of waste. Zero SUPPLIERS BASF CUSTOMERS -7.8% <>=126 2030 target 16.4 20.2 million metric tons Greenhouse gas emissions in 2021 2.4 TWh Renewable energy Even more ambitious emission reduction targets New Net Zero Accelerator unit bundles and accelerates projects to achieve targets Corporate and product carbon footprints create transparency Supplier CO₂ Management Program Strategy Climate protection is very important to us and is an important part of our corporate strategy. We significantly raised our climate protec- tion targets in 2021: As a leading chemical company, we want to reduce total greenhouse gas emissions¹ from our production sites and our energy purchases by 25% by 2030 compared with 2018 - despite targeted growth and the construction of a large Verbund site in southern China.2 By 2050, we aim to achieve net zero emissions from our production sites and our energy purchases. 0 1990 2018 2030 2050 We have bundled our global activities to reduce greenhouse gas emissions in our carbon management (see "Global targets and measures"). We only consider external offsetting measures as a temporary stop-gap if our activities do not make the desired con- tribution to reducing emissions. By 2025, we plan to invest up to €1 billion to achieve our climate protection targets. Additional invest- ments of up to €3 billion are to follow by 2030. Our new organizational structure aims to drive forward our climate protection targets and carbon management activities with even greater focus and speed: The Corporate Strategy & Sustain- ability unit in the Corporate Center will continue to develop targets and track global target achievement, while the Net Zero Accelerator unit, which was launched at the beginning of 2022, will focus on accelerating the implementation of existing and new cross-company projects to reduce emissions. The emphasis is on low-carbon production technologies (see page 132), the circular economy (see page 44) and renewable energies (see page 128). Both units report directly to the Chairman of the Board of Executive Directors. This 20.1 20.2 20.8 Net zero greenhouse gas emissions Schematic overview: development of the BASF Group's greenhouse gas emissions (Scope 1 and 2) Million metric tons of CO2 equivalents 40.1 2030 target Baseline 2018 21.9 As an energy-intensive company, we take responsibility for the efficient use of energy and global climate protection. We are committed to the Paris Climate Agreement. Our innovative products enable a reduction in greenhouse gas emissions in many areas. At the same time, we are working to significantly reduce our own carbon footprint with our carbon management. 21.9 At a glance -25% greenhouse gas emissions compared with 2018 2030 Five levers to reduce greenhouse - Gray-to-green -Power-to-steam - New technologies Carbon management - Bio-based feedstocks - Continuous opex 16.4 2050 target gas emissions: <>= 128 CUSTOMERS Compared with baseline 2018, we want reduce greenhouse gas emissions from our production sites (excluding emissions from the sale of energy to third parties) and our energy purchases by 25% by 2030, i.e., from 21.9 million metric tons to 16.4 million metric tons. This corresponds to a reduction of around 60% compared with 1990. Our long-term goal is net zero greenhouse gas emissions by 2050 (Scope 1 and 2). BASF SUPPLIERS GRI 102, 103, 416, 417 [Product Stewardship for Crop Protection Products and Seeds] <>=124 Management's Report - Product Stewardship for Crop Protection Products and Seeds BASF Report 2021 Nanotechnology and biotechnology offer solutions for key societal challenges such as environmental and climate protection or health and nutrition. For example, nanomaterials can improve battery per- formance and biocatalytic methods can improve process resource efficiency. We want to harness the potential of both technologies. Using them safely and responsibly is our top priority. Safe handling of nanomaterials is stipulated in our Nanotechnology Code of Con- duct, for instance. We produce a range of products with the help of biotechnological methods, including natural fragrances and flavors, enzymes, vitamins or seeds for agriculture. This provides us with extensive experience in their safe use in research, development and production. We are guided by the code of conduct set out by EuropaBio, the European biotechnology association, and want to adhere to all relevant standards and legal regulations governing production and marketing in our use of biotechnology. Management of nano- and biotechnology and are continuously optimizing alternative methods to experi- mentally assess the safety and tolerance of our products without animal studies. Our aim is to replace, reduce and refine animal studies to minimize the impact on them. We made great progress toward this goal in 2021. For example, an animal-free toxicological testing strategy jointly developed by BASF and Givaudan was approved by the OECD - the first of its kind worldwide. The strategy comprises three individual alternative methods. By combining these methods, it is possible to test more precisely than in animal studies whether a substance causes allergic skin reactions. Before launching products on the market, we subject them to a variety of environmental and toxicological tests using state-of-the- art knowledge and technology. If we employ animal studies, we adhere to the specifications laid down by the German Animal Welfare Act as well as the requirements of the Association for Assessment and Accreditation of Laboratory Animal Care - the highest standard for laboratory animals in the world. We develop Environmental and toxicological testing Most of the products we manufacture are subject to statutory chemicals regulations. We want to ensure compliance with these. We are bound by the relevant regional and national chemicals regu- lations, which continue to grow in number worldwide. Examples include REACH in the E.U., TSCA in the United States and KKDIK in Turkey. BASF Group companies work closely together with a global network of experts to ensure that BASF complies with the applicable regulations. Global chemicals regulations We train our employees, customers and logistics partners world- wide on the proper handling and optimal use of selected products with particular hazard potential. Furthermore, in associations and together with other manufacturers, BASF is pushing for the estab- lishment of voluntary global commitments to prevent the misuse of chemicals. aid measures, measures to be taken in the case of accidental release, and disposal. Our global emergency hotline network enables us to provide information around the clock. In order to help users to quickly find out about our products and the risks associated with them, we use the Globally Harmonized System (GHS) to classify and label our products around the world, provided this is legally permissible in the country concerned. We take into account any national or regional modifications within the GHS framework, such as the E.U.'s CLP Regulation. We maintain and evaluate environmental, health and safety data for all of our substances and products in a global database. This infor- mation is continuously updated. The database forms the basis for substance and product assessments and for our safety data sheets, which we make available to our customers in around 40 languages. These include information on the physical/chemical, toxicological and ecotoxicological properties of products, potential hazards, first 3 Calculated in accordance with internationally recognized rules, including the use of values from general databases and industry averages. We are committed to continuously minimizing the negative effects of our products on the environment, health and safety and to the ongoing optimization of our products. This commitment to product safety is enshrined in our Responsible Care® charter and the initia- tives of the International Council of Chemical Associations (ICCA). Our products should not pose any risk to humans or the environ- ment when used responsibly and in the manner intended. We aim to comply with all relevant national and international laws and regula- tions. Our global requirements define rules, processes and responsibilities, for example, to ensure uniformly high product safety standards worldwide. Our sites and subsidiaries are responsible for implementing and complying with internal guidelines and legal requirements. The Environmental Protection, Health & Safety unit in the Corporate Center conducts regular audits to monitor this. BASF's global network of experts shares information, insights and best practices around product safety on an ongoing basis. 2 Relevant sites are selected based on the amount of primary energy used and local energy prices. Our climate protection products offer our customers solutions to avoid greenhouse gas emissions over their entire life cycle com- pared with reference products. The systematic analysis we conduct on our portfolio - Sustainable Solution Steering (see page 141) - Energy use and greenhouse gas emissions are closely linked to capacity utilization and production volumes at our plants. Specific greenhouse gas emissions in 2021 amounted to 0.564 metric tons of CO2 equivalents per metric ton of sales product,' a decrease of 11.7% compared with the previous year (2020: 0.639 metric tons of CO2 equivalents per metric ton of sales product). This was mainly due to higher demand compared with the previous year and conse- quently, better and more stable capacity utilization at our plants. In addition, the increased use of renewable energy had a positive impact on specific greenhouse gas emissions. Since 1990, we have been able to lower our overall greenhouse gas emissions from BASF operations by 49.7% and even reduce specific emissions by 75.4%. As part of our carbon management, we aim to make our plants and processes even more efficient and resource saving. An important component of this is the introduction and ongoing maintenance of certified energy management systems according to DIN EN ISO 50001 at all relevant production sites.2 These help us to identify and implement further potential for improvement in energy efficiency. This not only reduces greenhouse gas emissions and saves valuable energy resources but also increases our competitiveness. In 2021, 76 production sites worldwide had certified energy management systems, representing 90% of our primary energy demand. A global working group provides ongoing support to the sites and Group companies in implementing and maintaining certified energy management systems. All energy efficiency measures are recorded in a global database, analyzed and made available to BASF sites as best practices. Certified energy management systems (ISO 50001) at BASF Group sites worldwide, in terms of primary energy demand % 42.3 91.0 90.2 85.1 69.9 54.3 2016 2017 2018 2019 2020 2021 We are currently pursuing more than 250 technical and organiza- tional measures to reduce energy consumption and increase com- petitiveness. Our employees are an important source of optimization ideas in this regard. For instance, suggestions for improvement sub- Imitted by our employees in 2021 enabled us to avoid around 12,000 metric tons of CO2 at the Ludwigshafen site in Germany alone. We further improved energy and resource consumption in produc- tion with numerous projects around the world in 2021. At the Lud- wigshafen site in Germany, for example, a multi-stage evaporation system set up at one plant saves over 60,000 metric tons of steam per year. At another plant, additional heat integration made it possible to supply other users with higher-pressure steam, reducing fuel consumption on the power plant side. At the Shanghai-Caojing site in China, a modernized control concept reduced the fuel demand of a heat recovery unit, and at another plant, steam demand was reduced by additional heat integration using a cooler. At the Geismar Verbund site in Louisiana, steam demand was reduced by the use of optimized condensate separators. In total, these mea- sures save more than 23,000 metric tons of CO2 annually. We also achieved additional savings in steam, electricity and fuel through process improvements at many other sites. Carbon footprint, product carbon footprint and climate protection products BASF has published a comprehensive corporate carbon footprint every year since 2008. This reports on all emissions along the value chain - from raw materials extraction to production and disposal. The Scope 3 greenhouse gas emissions arising before and after BASF's activities in the value chain (in accordance with the Greenhouse Gas Protocol's definition) were determined as around 101 million metric tons of CO2 equivalents for 2021 (2020: 92 million metric tons of CO2 equivalents).³ We are continually working to reduce greenhouse gas emissions from our business activities - in our own production and, together with our partners, along the value chain. BASF was able to reduce emissions in the Scope 3 category "customers" by 2 million metric tons in 2021, primarily through the use of new blowing agents in polyurethane (PU) foams. Until now, the main blowing agents used were hydrofluorocarbons. These are used in the production of PU insulation materials to create foams with excellent insulation properties. The use of these hydrofluoro- carbons in PU products will be prohibited in the European Union from 2023 due to their high climate impact. We are therefore gradually replacing them with hydrofluoroolefins, which have a much lower climate impact (measured by global warming potential, GWP). BASF began rolling out PU spray foams based on this new genera- tion of blowing agents on the European market back in 2017. By the end of 2021, we will have almost completely converted our European PU spray foam production and will continue to systematically drive this forward in other regions as well. 1 Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. Strategy We see product safety as an integral part of all business processes, as an element of our risk management, and as an important pillar of our commitment to Responsible CareⓇ. We continuously work to ensure that our products pose no risk to people or the environment when they are used responsibly and in the manner intended. We aim to comply with all rele- vant national and international laws and regulations. CUSTOMERS Safety and emergency drills are also conducted regularly at site and Group level. The number of employees and partners involved varies depending on the type of exercise. For example, the Global Crisis Management Support Team (GCMS), led by a member of the Board of Executive Directors, was activated in connection with the coronavirus pandemic. It provides the strate- gic direction for crisis management and is supported by issue- specific and specialist working groups. authorities or neighboring companies. Additional teams may be called in depending on the extent of the damage and how it develops. Incidents are initially handled by the local crisis organization or local emergency response team. We have implemented precautionary organizational measures with clearly defined responsibilities and procedures at all sites for this purpose. The responsible persons receive regular training. Depending on the situation, we also involve business partners and our sites' communities, such as local We create working conditions and an environment in which our employees can work safely. The focus of our emergency and crisis management is therefore on the safety of our employees, plants and sites as well as our communities. We are well prepared at global, regional and local level for exceptional situations such as major incidents or pandemics thanks to our extensive regulations and measures for emergency preparedness, emergency response and crisis management. All incidents are carefully followed up on to identify potential for improvement, which is integrated into existing concepts as needed. Unusual incidents are recorded and reported centrally in accordance with a standard Group-wide procedure (e-Rapid Incident Report). This enables us to identify risks at an early stage and, if necessary, initiate appropriate relief and commu- nication measures. Emergency response, corporate and cyber security For more information on occupational medicine, health campaigns and the HPI, see basf.com/health In October 2021, BASF SE's Corporate Health Management unit received the European Responsible Care® Award from the European Chemical Industry Council (CEFIC) in the category "Supporting health in COVID-19 times" for its wide-ranging activities and inno- vative approaches to fight the coronavirus pandemic bundled under the motto of "Protect yourself and others.' seminars and interactive events on regeneration under the banner of "Recharge yourself." Focus topics were physical activity, nutrition and relaxation. Over 444 sites worldwide took part, offering events such as workshops, courses, lectures or exercises. In light of the coronavirus pandemic, the Global Health Campaign 2021 was again devoted to the personal health of our employees. The program included a wide range of in-person and virtual In 2021, we continued the measures to fight the coronavirus pandemic developed and successfully implemented at our sites in 2020, adapted to the local infection situation in each case. By sharing information in our BASF medical network and working closely together with the authorities, employee representatives and our partners at BASF sites, we were able to make and implement sound and timely decisions according to the situation. Our actions focused on the health of all of our employees, contractors and third parties. Measures included providing information to and raising awareness among employees, tracing and breaking infection chains, and vaccination services. For example, we set up our own corona- virus vaccination center at our largest site in Ludwigshafen, Germany. More than 22,000 primary vaccinations and more than 21,000 secondary vaccinations were administered there from April to August 2021, and more than 10,000 booster vaccinations were administered in December to BASF employees, contractors and site partners. Another focus in 2021 was on influenza prevention. BASF employees could be vaccinated against the seasonal flu at many sites around the world, an offer that was very well received. At the Ludwigshafen site in Germany, for example, around 6,800 employ- ees participated in the influenza vaccination campaign. In 2021, 36 work-related illnesses among BASF employees world- wide were documented as recognized occupational diseases (2020: 26). The main recognized occupational diseases are occupational asthma, hearing loss, skin diseases, musculoskeletal disorders and cancer. than in previous years due to the coronavirus pandemic. Conse- quently, a number of criteria crucial to the HPI could not be fully met or measures could not be performed as usual in the reporting year. These included activities that required physical participation such as emergency drills, examinations or first aider training. ΚΣΕΙ 121 Management's Report - Health and Safety, Emergency Response BASF Report 2021 All of BASF's crop protection products can be used safely under local farming conditions if the information and directions on the label are followed. Customers can contact us directly if they have any questions, complaints or issues, for example, by calling the tele- phone number printed on product labels, using the contact forms on our websites or by approaching our sales employees directly. We record all products incidents relating to health or the environment that come to our attention in a global database. If necessary, we take appropriate measures on the basis of this information, such as updating the instructions for use on the product label to minimize preventable incidents in the future. We communicate changes to instructions for use and general recommendations on the safe use of our products through channels such as our Farmer Field School initiatives in Asia and in training programs such as the On Target Application Academy in the United States. We are actively involved in external networks, which quickly provide information and assistance in emergencies. These include the Inter- national Chemical and Environmental (ICE) initiative and the German Transport Accident Information and Emergency Response System (TUIS), in which BASF plays a coordinating role. In 2021, we pro- vided assistance to public emergency response agencies and other companies in 138 cases (2020: 112). This included information on chemicals and their proper disposal, on-site operational support for transportation accidents involving hazardous goods, or information on human biomonitoring. We apply the experience we have gath- ered to improve our own processes and set up similar systems in other countries. The corporate security requirements for site security are set out in a global guideline. Local implementation by our sites and subsidi- aries is regularly audited and continuously improved. Respect for human rights is a mandatory element of our requirements. Aspects of human rights relevant to site security are a component of the global code of conduct and qualification requirements for our inter- nal and external security personnel. We analyze the potential safety and security risks associated with investment projects and strategic plans, and define appropriate safety and security concepts. Our BASF Report 2021 Management's Report - Health and Safety, Emergency Response BASF SUPPLIERS GRI 102, 103, 416, 417 [Product Safety] <>=123 Management's Report - Product Safety BASF Report 2021 The advance of digitalization increases the risk of cyberattacks on IT systems such as online stores or servers. At the same time, automation technology (operational technology) is increasingly being used in production plants, buildings, laboratories and in logistics, which is also connected to the internet via various protection levels. An interdisciplinary team with experts from information and automation technology developed the Auto- mation Security Roadmap to reduce risk in these areas. It serves as a guide for facilities to protect themselves against cyber- attacks. Part of the concept is training Officers for Automation Security (OAS). BASF now has over 300 OASs. They provide advice and support on cybersecurity in automation technology at all BASF sites worldwide - for example, on risk analysis, protecting sensitive data and access control. Specific greenhouse gas emissions and energy efficiency Automation Security Roadmap Good to know For more information on emergency response, see basf.com/emergency_response Our worldwide network of information protection officers comprises around 650 employees. They support the implementation of our uniform requirements and hold events and seminars on secure behaviors. Around 100,000 employees had been trained on the basics of cybersecurity and information protection in 2021. Our standardized Group-wide recommendations for the protection of information and knowledge were expanded to include additional guidance for employees and updated in line with current developments. Around the world, we work to sensitize our employees about pro- tecting information and know-how. We further strengthened our employees' awareness of risks in 2021 with mandatory, regular online training for all employees and complementary offerings such as seminars, case studies and interactive training. These increas- ingly addressed aspects of working practices that have changed as a result of the coronavirus pandemic, such as cybersecurity when working from home. We protect our employees, sites, plants and company know-how against third-party interference. This includes addressing in depth the issue of cybersecurity and information security. BASF applies the "security by design” principle to critically review and optimize IT applications from a cybersecurity perspective as early as the design phase. We are continually improving our ability to prevent, detect and react to security incidents with various measures and training programs. Our global cybersecurity team monitors and pro- tects our IT systems against hacker attacks. We cooperate with experts and partners in a global network to ensure that we can protect ourselves against cyberattacks as far as possible. Our IT security management system is certified according to DIN EN ISO/IEC 27001:2017. It also supports, in particular, our critical infra- structures in meeting additional compliance requirements such as DIN EN ISO/IEC 27019:2020, IT security catalog and corresponding industry-specific standards (B3S). We inform business travelers and transferees about appropriate protection measures prior to and during travel in countries with ele- vated security risks. We updated our travel recommendations in line with the coronavirus pandemic. After any major incident, we can use a standardized global travel system to locate and contact employ- ees in the affected regions. guiding principle is to identify risks for the company at an early stage, assess them properly and derive appropriate safeguards. <>=122 D-BAS Global targets and measures <>= 130 BASF Report 2021 0.8 million MWh Steam supplya 44% 17.4% Substitute fuels 6.7 million MWh Waste heat 13% Reduction in our absolute Greenhouse gas emissions 45.0 million MWhb Total: 38.5 million MWh Purchased (nonrenewable) greenhouse gas emissions by 2030 compared with 2018a (Scope 1 and 2) by 2050a 43% Coal (Scope 1 and 2) 2.1% Heating oil 2030 and 2050 targets -25% Net zero Energy supply of the BASF Group 2021 Electricity supplya 26% Purchased (nonrenewable) 16% Purchased (renewable) 58% Internally generated Fossil fuels and residual fuels used in the BASF Group's central power and steam generation plants 15.3 million MWh 80.3% Natural gas 30.9 million MWh 0.2% 0.1 million MWh Management's Report - Energy and Climate Protection Internally generated The BASF Group's emissions reported under these targets in 2021 amounted to 20.2 million metric tons of CO2 equivalents (2020: 20.8 million metric tons of CO2 equivalents). We were able to reduce emissions by around 3% year on year despite significantly higher production volumes due to the increased use of renewable energy and measures to improve energy efficiency and optimize processes. Lower ammonia production due to the high price of natural gas also reduced emissions. 60.256 60.586 540 57.627 621 a Scope 1 and Scope 2 (market-based) according to the GHG Protocol, excluding emissions from the generation of steam and electricity for sale to third parties, including offsetting b Sales product volumes include sales between BASF Group companies; merchandise is not taken into account. c Primary energy used in BASF's plants as well as in the plants of our energy suppliers to cover energy demand for production processes Purchased renewable energy has a primary energy conversion efficiency rate of 100%. Compared with separate methods of generating steam and elec- tricity, we saved 15.0 million MWh of fossil fuels and avoided 3.0 million metric tons of carbon emissions in 2021. In 2021, inter- nally generated power in the BASF Group had a carbon footprint of around 0.24 metric tons of CO2 per MWh of electricity and was below the national grid factor at most BASF Group locations. Another important component of carbon-optimized energy supply at our sites is the Verbund system. It helps us realize synergies and manage value chains in a resource-efficient way. For example, waste heat from one plant's production process is used as energy in other plants. The Verbund saved us around 21.4 million MWh in 2021, which translates to 4.3 million metric tons less CO2 released into the environment. With combined power and steam generation as well as our optimized Energy Verbund, we were thus able to avoid a total of 7.3 million metric tons of carbon emissions in 2021. That is why we will continue to invest in the creation and optimization of Verbund structures and drive forward the consolidation of pro- duction at highly efficient sites. A central component of reducing greenhouse gas emissions as part of our carbon management is gradually shifting our energy sup- ply to renewable sources. This applies to both our electricity and steam supply and our production processes, where we will increasingly replace fossil fuels with energy from renewable sources. The electrification of our processes will significantly increase the BASF Group's green power demand over the coming years (see page 27). 626 To ensure access to energy from renewable sources, we are pursu- ing a make and buy approach. Firstly, BASF is investing in its own renewable power assets, particularly offshore wind farms. Secondly, BASF will purchase green power on the market through long-term supply agreements with plant operators, green power agreements or renewable energy certificates, depending on the region and mar- ket regulations. A key purchasing criterion is the "additionality" of the energy purchased. This means that power is primarily generated by new wind and solar farms. In 2021, we entered into pioneering cooperative agreements to transform our energy supply. For instance, we currently hold a 49.5% share in Vattenfall's Hollandse Kust Zuid (HKZ) offshore wind farm. Pending approval of the relevant merger control authorities, we plan to sell shares in HKZ to Allianz Capital Partners in the first quarter of 2022. This will reduce our interest to 24.3%. The originally agreed power purchase volumes remain unaffected by the trans- action on the basis of a long-term fixed-price power purchasing agreement. Once fully operational, expected in 2023, HKZ will have a total capacity of 1.5 gigawatts. We will use part of the electricity generated there at the Verbund site in Antwerp and at other European production sites. Under a letter of intent, together with RWE we are developing a project concept for an offshore wind farm in the German North Sea with a capacity of 2 gigawatts. Provided the regulatory framework is adapted by the authorities, this wind farm could supply the Verbund site in Ludwigshafen, Germany, with green electricity before 2030. Together with enviaM, we are also planning to build and operate a solar park with a total installed capacity of 24 megawatts peak (MWp) to supply the Schwarzheide site in Germany. In addition to these cooperative ventures, in 2021 we concluded further long-term supply agreements for green power. In Europe, these include a power purchase agreement for wind energy with the Engie group (volume: up to 20.7 TWh / term: 25 years) and an off- shore wind power purchase agreement with Ørsted (installed capacity: 186 MW/ term: 25 years). We will procure energy for our new Verbund site in Zhanjiang, China, from a wind and solar park with a capacity of 400 megawatts. Further long-term supply agree- ments for wind and solar power were concluded in the United States for the Freeport and Pasadena sites (both in Texas). In addition, we have converted existing agreements to green power and have acquired renewable energy certificates in a number of regions. The aim is to gradually replace these temporary measures with our own power assets or long-term supply agreements. In total, over 88 sites worldwide (2020: 19) were already partially or fully powered by emission-free electricity at the end of 2021. The carbon footprint of purchased electricity in 2021 was around 0.21 metric tons of CO2/MWh (market-based approach), significantly lower than in the previous year (0.41 metric tons CO2/MWh). 0.639 a BASF operations excluding sale of energy to third parties, including offsetting 0.564 2020 To achieve our ambitious climate protection goals, we have adopted comprehensive carbon management. This has five levers to reduce greenhouse gas emissions: Using renewable energies for both electricity and steam production (gray-to-green and power- to-steam levers), developing and applying new carbon-free and low-carbon production processes (new technologies lever, see page 132), using alternative raw materials (bio-based feedstocks a Adjusted method for recognizing import/export of electricity and steam b Conversion factor: 0.75 MWh per metric ton of steam lever), and ongoing measures to further increase energy and resource efficiency in our production (continuous opex lever). For more information on climate protection, see page 27 A projection of greenhouse gas emissions in 2022 can be found in the forecast from page 148 onward Energy supply Our total energy consumption, comprising fuel demand in our own central power and steam generation plants, primary energy require- ments in our process plants, and net power and steam imports, was 58.8 million MWh in 2021. To generate our own steam and power, we mainly use natural gas (80.3%) and substitute fuels (17.4%). These are residues from chemical production plants that cannot be reused in the BASF Verbund. We cover more than 58% of our electricity demand with our own gas and steam turbines in highly efficient combined heat and power plants. To achieve the highest possible energy yield with the lowest possible greenhouse gas emissions, we continuously invest in our combined heat and power plants. One example is our gas and steam turbine power plant at the Schwarzheide site in Germany, which is undergoing a €73 million modernization. Once it is started up in 2022, it will produce 10% more electricity and the CO2 emissions factor of the power generated will be around 10% lower thanks to higher fuel efficiency. (baseline) BASF Report 2021 <>= 129 Additional key indicators for energy and climate protection in BASF operations Specific greenhouse gas emissionsa (metric tons of CO2 equivalents per metric ton of sales product) Primary energy demand (million MWh) Energy efficiency (kilograms of sales product per MWh) 2018 0.577 2021 Management's Report - Energy and Climate Protection BASF adheres to the International Code of Conduct issued by the World Health Organization (WHO) and the Food and Agriculture Organization (FAO) for the distribution of crop protection products. These are only marketed once they have been approved by the rele- vant authorities. We no longer sell WHO Class 1A or 1B products (high acute oral and dermal toxicity). Depending on availability, we offer our customers alternatives. The extraction of the raw materials we require and the production of purchased precursors account for the largest share of the PCF. We currently use industrial averages and values from commercial data- bases as the basis for calculating these upstream emissions. We calculate carbon footprints for around 45,000 sales products to increase carbon transparency for our customers (see box on the right). These Product Carbon Footprints (PCF) include all product-related greenhouse gas emissions generated until a BASF product leaves the factory gates ("cradle-to-gate"). BASF Report 2021 Water used in cooling processes 6,881 Use Water from raw materials Reusable wastewater from third parties Drinking water Groundwater Discharge Of which in water stress areas: 1% 87% Abstraction / supply Water in the BASF Group 2021 Million cubic meters per year Another important part of our sustainable water management is the continuous analysis and implementation of measures for improve- ment. For instance, we use wastewater from municipal wastewater treatment plants to reduce our demand for freshwater at our sites in Tarragona, Spain (since 2013) and Freeport, Texas (since 2019). At the Pontecchio site in Italy, we partially use rainwater, which reduced our demand for river and groundwater by 22,200 cubic meters in 2021. In Belgium, our Verbund site in Antwerp is a member of the Lerend Netwerk Water network of the Belgian chemical association Essenscia together with other chemical and pharmaceutical compa- nies. The aim is to facilitate dialog on the responsible use of water and to develop action plans for water conservation and circular water use. At the Verbund site in Ludwigshafen, Germany, we have continually optimized cooling water needs over the past few years Introduction of sustainable water management at our production sites in water stress areas and at our Verbund sites 2030 target As part of sustainable water management, our sites regularly assess the water situation in the catchment area. This raises awareness of potential risks and impacts for the population such as water scarcity. Based on the assessments conducted until the end of 2021, we did not identify any activities with a significant impact on water availability and quality at any site. Our goal is to introduce sustainable water management at our Verbund sites and at all production sites in water stress areas by 2030, covering 89% of BASF's total water abstraction. We achieved 53.5% of our target in 2021 (2020: 46.2%).¹ Sustainable water management was introduced at seven additional sites in 2021 (2020: 6). 1,695 Global target and measures 1,503 Of which wastewater from production: 177 Percentage of water reused 5 Consumption 3 13% Water used in production 20 External treatment plant Of which cooling water: 1,326 229 Groundwater 259 Surface water / freshwater recirculating 81%) cooling systems 1,308 Percentage in Brackish water / seawater 100 10% ΚΣΕΙ 136 BASF Report 2021 CUSTOMERS BASF SUPPLIERS 102, 103, 303 GRI [Water] <>=135 Water is of fundamental importance in chemical production. It is used as a coolant, solvent and cleaning agent, and to make our products. Our goods are transported via water- ways. At the same time, water is a scarce commodity in more and more regions. That is why we promote the responsible use of this resource with sustainable water management. Management's Report - Water 1 Heavy metals are included in the figure for dust (see the table "Emissions to air"). For more information on the Alliance to End Plastic Waste, see endplasticwaste.org In 2019, we co-founded the Alliance to End Plastic Waste (AEPW) with other companies along the value chain - from plastics pro- ducers and consumer goods manufacturers to waste disposal companies. The AEPW now has around 65 members, who together aim to develop solutions that stop plastic waste from entering the environment, especially the ocean. There are four main focus areas: developing infrastructure for waste collection, promoting innovative recycling methods, education and engage- ment of various stakeholders, and cleanup of areas heavily impacted by plastic waste. The initiative aims to invest up to $1.5 billion by 2023. For instance, BASF supports the AEPW's goal of establishing a circular economy for plastics with its ChemCycling TM project. Alliance to End Plastic Waste Good to know We have global standards for managing contaminated sites. A worldwide network of experts ensures these are implemented. We develop remediation solutions that balance nature conservation, climate protection concerns, costs and social responsibility. This means making differentiated decisions on a case-by-case basis, founded on the legal framework and current technological stan- dards. Contaminated sites are documented in a database. Ongoing remediation work around the world continued on schedule in 2021 and planning was concluded for future remediation projects. For more information on provisions for environmental protection, see the Notes to the Consolidated Financial Statements on pages 224 and 260 Contaminated sites BASF Report 2021 Management's Report - Water At a glance Cubic meters 1 We define water stress areas as regions in which more than 40% of available water is used by industry, households and agriculture. Our definition is based on the Water Risk Atlas (Aqueduct 3.0) published by the World Resources Institute. For more information, see wri.org/aqueduct. For more information on our position paper on water protection, see basf.com/water For more information on the CDP water survey, see basf.com/en/cdp We report transparently and comprehensively on water. For instance, we again provided detailed answers to the 2021 water survey from the nonprofit organization CDP. BASF again achieved leadership status with an A- rating in the final assessment. CDP evaluates how transparently companies report on their water management activi- ties and how they reduce risks such as water scarcity. The assess- ment also considers the extent to which product developments can also contribute to sustainable water management at the customers of the evaluated companies. We work with numerous partners along the value chain and from civil society to protect water as a resource. For instance, BASF is a member of the Alliance for Water Stewardship, a global multi- stakeholder organization that promotes the responsible use of water. We are co-founders of the Alliance to End Plastic Waste (AEPW) and are also involved in other global networks such as the World Plastics Council or Operation Clean Sweep to effectively reduce and prevent plastic waste, especially in water bodies. We offer our customers solutions that help purify water and use it more efficiently while minimizing pollution. These include high- performance plastics to produce ultrafiltration membranes, seeds with higher drought and heat tolerance, or water-saving thin-film processes for metal pretreatment. We advocate the responsible use of water as a resource along the entire value chain. We audit supplier compliance with envi- ronmental standards in our regular supplier assessments (see page 110). Where improvement is necessary, we support suppliers in developing and implementing appropriate measures, such as the correct handling of wastewater. In addition, we are involved in a wide range of initiatives to promote sustainability in the supply chain (see page 113). For example, efficient water use is a core part of the Pragati project to improve sustainability in castor bean farming, the source of the castor oil we use. We pursue our goal by applying the European Water Stewardship standard, which rests on four principles: sustainable water abstrac- tion, maintaining good water quality, preserving conservation areas, and ensuring continuous improvement processes. 1,695 million Introducing and implementing sustainable water management has been a cornerstone of our strategy for many years now. Our focus here is on our Verbund sites and on production sites in water stress areas. The aim is to protect water as a resource, to use it as efficiently as possible through recirculation, and to continuously reduce wastewater and emissions. We consider the quantitative, qualitative and social aspects of water use. Our global standards and requirements for water are defined in Group-wide guidelines. Among other things, these stipulate that water protection concepts must be implemented at all production sites. The guidelines also cover aspects such as process and transportation safety (see pages 120 and 125) in order to prevent production and transportation-related product spillages into water The responsible use of water as a resource is a core element of our Responsible Care Management System and an important part of our commitment to the United Nations' Sustainable Development Goals (SDGs). This is also reflected in our position paper on water protection, which we published in 2021. Strategy Responsible use a core part of our strategy Global water target 53.5% achieved Demand and utilization continuously optimized of water demand covered by reuse 78.5% total water abstraction bodies as far as possible. Our sites and subsidiaries are responsible for implementing and complying with internal guidelines and legal requirements. The Environmental Protection, Health & Safety unit in the Corporate Center conducts regular audits to monitor this. BASF's global network of experts shares information, insights and best practices around the responsible use of water on an ongoing basis. with various technical improvements. One example is the ethylene oxide plant, where a change in the pipeline route implemented in 2020 reduces the river water used for cooling purposes by around 4.7 million cubic meters compared with the reference period (June 2019 to June 2020). Since then, the cooling system has operated without pumps. This also saves around 360,000 kilowatt hours of electricity compared with the reference period. Depending on the local situation, we also implement measures for improvement at our sites' catchment areas together with other stakeholders. One example is the Incentivo ao Produtor de Água program that we launched at the Guaratinguetá site in Brazil in 2011 together with local authorities, the Espaço ECO Foundation and other partners. Measures such as better soil management or the reforestation of riverbank woodlands have since significantly reduced surface runoff and soil erosion in the Ribeirão Guaratinguetá catchment area. Water balance to optimize our products on an ongoing basis. It is important to con- sider the potential impacts of product use on biodiversity, for example, with regard to the biodiversity loss driver of pollution. BASF offers products and solutions for a wide range of industries. We want to ensure that our products meet our customers' standards in quality and, through appropriate use, pose no risk to humans, animals or the environment. Our commitment to the objectives set forth by the Responsible Care® charter of the International Council of Chemical Associations (ICCA) obligates us to continuously minimize the nega- tive effects of our products on the environment, health and safety and Management of our product impact We also take biodiversity conservation into account in our produc- tion. We are committed to complying with the provisions of interna- tional environmental agreements such as the Nagoya Protocol. The supplementary agreement to the U.N.'s Convention on Biological Diversity regulates access to genetic resources and access and benefit sharing. It sets out obligations (for example, compensation payments) for the users of genetic resources such as plant-based raw materials. We use internal control mechanisms to monitor com- pliance with standards. We are implementing local measures to protect biodiversity at a number of sites. In Clermont, France, for example, grassed areas were converted into biodiversity-friendly spaces, nesting boxes for swallows and other bird species were installed, and their population sizes were measured and documented. In addition, training was held to raise employees' awareness of biodiversity. We have adopted biodiversity as a criterion in decision-making processes. In addition, we systematically consider sustainability aspects when deciding whether to invest in the construction of new sites or expand existing ones. Aspects assessed include the poten- tial impacts on forests and biodiversity. III protected area as defined by the International Union for Conser- vation of Nature. 1 None of our production sites are adjacent to a UNESCO protected area. For example, we evaluate our products and solutions in crop pro- tection and seeds throughout the entire research, development and registration process. After they have been approved for the market, we continue assessing them regularly for potential risks and impact to the ecosystems in which they are used. We have initiated various projects and offer training to prevent misuse of our products (see page 124). <>= 139 BASF Report 2021 Our site management measures consider our impact on the bio- diversity loss driver of land-use change. For example, given the relevance of conservation areas to preserving diversity, we check how close our production sites are to internationally recognized conservation areas. In 2021, we included this indicator in our environmental database. This allows us to raise awareness of bio- diversity at local level and draw attention to potential impacts of our sites on these areas. Four percent of our production sites are adjacent to a Ramsar site and 1% are adjacent to a category I, II or Preservation of biodiversity is taken into consideration in the management of our sites. We operate our facilities in a responsible manner and minimize negative effects on the environment (bio- diversity loss driver: pollution) by keeping air, water and soil emissions as low as possible and reducing and avoiding waste (see page 133 for more information). Responsibility to our sites and production BASF procures a variety of renewable raw materials. In the procure- ment of palm and palm kernel oil in particular, there is an elevated risk that forest areas are cleared to create farmland. To improve sustainability in procurement, we established the BASF Palm Com- mitment in 2011, which was updated in 2015 and is implemented with our Palm Sourcing Policy. Third-party certification with stan- dards such as the Roundtable on Sustainable Palm Oil (RSPO) standard enables us to take biodiversity criteria into account when purchasing raw materials (see page 113). We are also committed to the environmental sustainability of other supply chains through our Some of the business activities of our raw material suppliers involve land uses that can influence biodiversity (biodiversity loss driver: land-use change). We have laid down our expectations of our sup- pliers with regard to environmental, labor and social standards in the supply chain in the Supplier Code of Conduct (see page 109). Responsibility to our supply chains Management's Report - Biodiversity We align our biodiversity measures with the impact of our business activities along the value chain. Our focus here is on three impact areas: supply chains, sites and production, and product impact. We analyzed these in an internal workshop according to the five drivers of biodiversity loss as defined by the Intergovernmental Science- Policy Platform on Biodiversity and Ecosystem Services. These are All types of land development, such as agriculture and forestry, play a role in changing biodiversity (biodiversity loss driver: land-use change). Activities such as tillage, drainage, fertilization and the use of crop protection products can affect flora and fauna, for example, by influencing food sources. Minimizing these impacts while ensur- ing the necessary productivity is one of the biggest challenges farmers are facing. Our Agricultural Solutions segment focuses on four areas to help farmers to find the right balance: climate-smart farming, sustainable solutions, digital farming and smart steward- ship (see page 90). In this context, we work with farmers to create balanced agricultural systems which enable productive and efficient farming of high-quality food products and at the same time promote biodiversity in the field. For example, we advise them on soil cultiva- tion and look for suitable ways to improve biodiversity in farmlands. Our many years of experience in sustainability measurement and evaluation in agriculture are particularly useful here. Good to know <>= 140 For more information on our commitment to biodiversity, see basf.com/biodiversity For more information on our position on forest protection, see basf.com/forestprotection Since 2013, we have also been working with different farmers and experts from the BASF Farm Network Sustainability, an association of farms in Europe, to integrate more connected bio- diversity areas into agricultural production. Based on the insights gained from working together, an advisory board of experts from agriculture, nature conservation and environmental protection developed a biodiversity checklist and published it in 2021. This summarizes 10 ecologically effective and practicable measures to promote biodiversity. Since 2021, BASF has supported farmers participating in its #wirzahlenBiodiversität ("We pay biodiversity") program financially and with professional advice. Our initiatives to preserve biodiversity help farmers to achieve the right balance between economic and environmental factors and help them make an important societal contribution to the preservation of ecosystems. For more information on our responsible management of resources, see page 44 For more information on product stewardship, see pages 123 and 124 which aims to achieve healthy honey bee populations and support healthy populations of native and managed pollinators in productive agricultural systems and thriving ecosystems. BASF France is part of the Entreprises pour l'environnement (EpE) network, which launched the Act4nature campaign with the main objective of pro- tecting and enhancing biodiversity. Together with international partners and based on dialog with stake- holders in the food value chain, we are driving forward measures to promote sustainable agriculture. In the United States, for We cooperate with a number of organizations including the Round- table on Sustainable Palm Oil, the Sustainable Palm Oil Forum, the Brazilian Coalition on Climate, Forests and Agriculture and the High Carbon Stock Approach Steering Group. The Taskforce on Nature-related Financial Disclosures (TNFD) is working to provide a framework for reporting on nature-related risks and related activities. In 2021, BASF joined the newly established TNFD Forum, a consul- tative network, to support this development. Our involvement in organizations such as the Alliance to End Plastic Waste and the Alliance for Water Stewardship (see page 135) help to preserve biodiversity in bodies of water. Engaging in ongoing dialog with a variety of stakeholders is import- ant to BASF. That is why we seek out partnerships with relevant interest groups and organizations worldwide to raise awareness of biodiversity and drive forward the action needed to preserve natural habitats. This enables us to firstly share the knowledge gained from our biodiversity activities and secondly learn from others to improve our own practices. Our AgBalanceⓇ method and the biodiversity calculator, which has been available since 2020, enable a scientifically sound assessment of the impact of agricultural practices on biodiversity. Based on these assessments, we issue recommendations for measures such as planting flower strips or establishing nesting places to benefit pollinators like wild bees and farmland birds. Our modern seed solutions also enable better yield on existing farmlands and thus help protect natural habitats. Strategic partnerships to promote biodiversity farmers in balancing agricultural productivity, environmental protec- example, BASF is a member of the Honey Bee Health Coalition, tion and societal demands. Management's Report - Biodiversity BASF Report 2021 1 We have defined "adjacent" as the area within a 3 km radius. BASF started the global registration for a new, more environmentally friendly insecticide active ingredient in 2021. The active ingredient, Axalion TM, enables farmers to control a wide range of piercing and sucking pests that are harmful to crops. At the same time, it is highly compatible with beneficial insects such as pollinators. This supports The Alas para el Campo cooperation between the German Agency for International Cooperation (GIZ), BASF and partners from politics, academia, distributors and local communities was launched in Mexico in 2019. The aim is to restore the natural habitat of the monarch butterfly along its migration route. This also protects other pollinators. The focus of the initiative is on introducing sustainable farming measures, good agricultural practices and ecosystem conservation strategies, for the protec- tion of pollinators and other beneficial insects. This enables farmers in Mexico, Central America and the Caribbean to restore natural habitats to promote biodiversity while laying the founda- tion for sustainable yields and prosperity in their communities. Initiative to preserve the habitat of the monarch butterfly Animal farming is essential to meeting growing global demand for products of animal origin such as meat, eggs and milk. Industrialized livestock production also requires large areas of agricultural land for growing feed, which has implications for the share of forest areas and biodiversity. BASF offers a range of feed additives such as enzymes, vitamins, glycinates and organic acids that improve nutri- ent utilization from feed. Better feed conversion and more sustain- able livestock production mean that less land is needed, preserving natural ecosystems. BASF sees the United Nations' Convention on Biological Diversity and the Sustainable Development Goals (SDGs) - including Life below water (SDG 14) and Life on land (SDG 15) - as important orientation and reference frameworks. Our measures help to pre- serve biodiversity and meet our responsibility to maintaining the wellbeing of the environment and society. Our corporate sustain- ability goals on climate protection, product portfolio, circular eco- nomy, water management and responsible procurement also help to protect biodiversity. Strategy Our position on forest protection sets out our commitment to preserving biodiversity in areas of High Conservation Value such as High Carbon Stock forest areas and peatlands in the procurement of renewable raw materials. BASF participated in the "Forests" assessment conducted by the international organization CDP for the second time in 2021 and achieved a score of A-, again giving it Leadership status. CPD is a nonprofit organization that evaluates companies' management of the environmental risks and opportuni- ties relating to forests, among other things. The assessment is conducted based on detailed insights into the palm value chain and activities that impact ecosystems and natural habitats. A total of 1,503 million cubic meters of water were discharged from BASF production sites in 2021 (2020: 1,429), including 177 million cubic meters of wastewater from production. The supply, treatment, transportation and recooling of water is associated with a considerable energy demand. We are constantly working to optimize our energy consumption and the amount of water we use, and to adapt to the needs of our business and the environment. In 2021, around 25% of our production sites were located in water stress areas (2020: 25%). These sites accounted for 1% of BASF's total water abstraction (2020: 1%).1 In water stress areas, we mainly source water from third parties (81%) and largely cover our demand with freshwater. Water consumption in water stress areas accounted for 16% of BASF's total water consumption in 2021 (2020: 11%) and was primarily attributable to evaporation in cooling processes. Wastewater in water stress areas accounted for less than 1% of BASF's total wastewater. The share of wastewater from cooling processes in water stress areas is lower than for the BASF Group as a whole. Cooling water is rarely used for once- through cooling here. Instead, it is generally recirculated to reduce water demand. Production wastewater in water stress areas is pri- marily treated at third-party facilities. The BASF Group's water consumption describes the amount of water that is not discharged to a water body, meaning that it is no longer available to other users. Consumption is mainly attributable to the evaporation of water in recirculating cooling systems. A smaller amount is from the water contained in our products. Water consumption in 2021 amounted to around 72 million cubic meters (2020: 63 million cubic meters). example, for extraction or dissolution processes or for cleaning. Emissions to water Here, too, we reduce our demand for water by recycling waste- water. Most of the water used for production purposes is discharged back to water bodies after being treated in our own or third-party plants. Overall, 78.5% of the water we use in cooling or production is reused several times. Management's Report - Water BASF Report 2021 Our wastewater is subject to strict controls and we carefully assess the impact of wastewater discharge in accordance with the applica- ble laws and regulations. Both internal audits and the responsible local authorities regularly assess whether the analyses and safety precautions at our sites comply with internal guidelines and legal requirements. 1 Our water target also continues to take into account the sites that we identified as water stress sites in accordance with Pfister et al. (2009) prior to 2019. Our water abstraction totaled 1,695 million cubic meters in 2021 (2020: 1,728). This demand was covered for the most part by fresh- water such as rivers and lakes (84% of water abstraction). At some sites, we use alternative sources such as treated municipal waste- water, brackish water or seawater. A small part of the water we use reaches our sites as part of raw materials and steam, or is released in our production processes. We abstract most of the water we need for cooling and production ourselves. In 2021, 5% of our total water demand was covered by third parties (2020: 5%). Of which in water stress areas: 16% 72 18 1 245 1,239 We predominantly use water for cooling purposes (87% of water abstraction), after which we discharge it back to our supply sources with no product contact. We reduce our demand for cooling water by recirculating as much of it as possible. To do this, we use recool- ing plants that allow water to be reused several times. Around 13% of our total water abstraction is used in production plants, for Emissions of nitrogen to water amounted to 3,000 metric tons in 2021 (2020: 2,900). Around 12,500 metric tons of organic sub- stances were emitted in wastewater (2020: 11,500). Our wastewater contained 17 metric tons of heavy metals (2020: 22). Phosphorus emissions amounted to 340 metric tons (2020: 270). Our approach is to reduce wastewater volumes and contaminant loads at the source in our production processes and to reuse wastewater and material flows internally as far as possible. To treat wastewater, we use both central measures in wastewater treatment plants and the selective pretreatment of individual wastewater streams before these are sent to the wastewater treatment plant. We use different methods depending on the type and degree of contamination including biological processes, chemical oxidation, membrane technologies, precipitation or adsorption. In order to avoid unanticipated emissions and the pollution of sur- face or groundwater, we have water protection concepts for our production sites in place. This is mandatory for all production plants as part of our Responsible Care Management System. The waste- water protection plans involve evaluating wastewater in terms of risk and drawing up suitable monitoring approaches. We use audits to check that these measures are being implemented and complied with. For more information, see basf.com/water own initiatives, such as our rambutan program. This was launched in 2014 in close collaboration with partners in Vietnam to source botanical ingredients for cosmetic products from certified organic rambutan gardens. In cooperation with local farmers and NGOs, BASF's program promotes the preservation of biodiverse habitats, as well as good agricultural practices, gender equity and fair working conditions. We use various methods to measure our sustainability perfor- mance that implicitly and explicitly consider relevant risks and opportunities for biodiversity. These include the Eco-Efficiency Analysis, SEEbalance®, Sustainable Solution Steering, Value to Society, AgBalanceⓇ and the corresponding biodiversity calculator. Under Value to Society, we assess land use along value chains, among other things. Newly developed assessment methods help us to understand further influences on biodiversity. On the basis of this understanding, we seek dialog with partners and enter into strategic partnerships, through which we drive forward measures to protect biodiversity around the world. land-use change, climate change, invasive species, overexploitation and pollution. Our analysis showed that our impacts along the value chain mainly relate to the drivers of climate change, land-use change and pollution. We counteract the climate change driver of bio- diversity loss and in this way, help to preserve biodiversity - with our climate protection measures, which play an integral role in all our impact areas (see page 126). ■ Commitment to preserving biodiversity along the entire value chain with strategic partnerships ■ Strategic alignment of our biodiversity measures based on impact assessments At a glance Biodiversity describes the variety of life forms on Earth. Low flora and fauna diversity weakens ecosystems' ability to withstand changes such as climate change. As a chemical company, we depend on ecosystem services like the avail- ability of renewable resources and high air, water and soil quality, while also influencing them. Protecting biodiversity is a key element of our commitment to sustainability. CUSTOMERS BASF SUPPLIERS 102, 103, 304 GRI [Biodiversity] <>=138 Management's Report - Biodiversity <>=137 1 Aqueduct 3.0 was used to identify sites in water stress areas to determine pro rata water abstraction and water consumption. a Waste is classified as hazardous or nonhazardous waste according to local regulations. b Physical/chemical and biological treatment, underground disposal Total waste generation Surface water/freshwater Brackish water / seawater Otherb tons At a glance 26,358 metric We want to minimize the impact of our activities on people and the environment by continually reducing emissions to air, preventing waste and protecting the soil. Our plants are operated safely and efficiently. We use resources responsibly and are continually reducing the environmental impact of our plants and processes with our Operational Excellence Program. BASF CUSTOMERS SUPPLIERS GRI 102, 103, 305, 306 Air pollutants [Emissions to Air, Waste and Remediation] Management's Report - Emissions to Air, Waste and Remediation BASF Report 2021 For more information on carbon management, see basf.com/carbon-management In addition to new, low-carbon production processes, we are also investigating the use of innovative carbon storage methods. At the Antwerp site in Belgium, BASF plans to invest in one of the largest carbon capture and storage (CCS) projects under the North Sea together with its Antwerp@C consortium partners. The project can potentially avoid more than one million metric tons of CO2 emissions per year from the production of basic chemicals. A final investment decision is targeted for 2022.] Another focus area is alternative heating concepts for our steam cracker furnaces (see page 72). We use these plants to split petroleum into olefins and aromatics. This requires temperatures of around 850 degrees Celsius, which are normally achieved by burning fossil fuels - which emits high levels of CO2. A fundamentally new heating concept based on electric resistance heating (eFurnace) and the use of renewable energy could eliminate up to 90% of process- related emissions in the future. To develop and pilot the concept, we signed a cooperation agreement with SABIC and Linde in 2021 and jointly applied for funding to build a demonstration plant. It will provide insights into the heating concept, as well as the use of new types of materials. In parallel, we are developing methane pyrolysis technology together with partners from academia and industry in a project spon- sored by the German Federal Ministry of Education and Research. In this innovative process, (bio)methane is split directly into hydrogen and solid carbon. The process requires around 80% less electricity than water electrolysis and is virtually carbon-free if renewable energy is used. Following extensive groundwork, we started up a test plant for methane pyrolysis at the Ludwigshafen site in Germany in 2021. <>=133 [Our focus here is on the production of basic chemicals such as hydrogen. The element is needed as a reaction partner in many processes. The processes currently used to produce hydrogen, such as steam reforming, produce high levels of CO2 emissions. That is why BASF is open to different technologies and is driving forward two alternative processes for climate-smart hydrogen production: water electrolysis and methane pyrolysis. In water electrolysis, water is split directly into its two components, hydrogen and oxygen. If the required energy comes from renewable sources, the process is carbon-free. We intend to use the hydrogen generated by water electrolysis primarily as a material in the BASF Verbund and also, to a limited extent, for hydrogen model region projects in Germany's Rhine-Neckar region. We are currently working with Siemens Energy on initial concepts for the construction of a PEM (proton exchange membrane) water electrolyzer with a capacity of 50 megawatts at the Ludwigshafen site in Germany. We are also exploring various options for project funding. from BASF operations Share of our waste recycled or thermally recovered 134 < > Management's Report - Emissions to Air, Waste and Remediation BASF Report 2021 For more information on the circular economy, see page 44 We are increasingly aligning our actions with the circular economy principle. For example, we are increasingly using recycled and waste-based raw materials in our production, recycling operating supplies, and expanding our capacities for recovering precious metals from spent automotive and industrial catalysts. We are also developing product-specific recycling technologies, often together with partners along our value chains. For instance, we are driving forward the chemical recycling of mixed plastic waste and disposed foam mattresses and are working on new concepts for recycling battery materials. We are also involved in cross-industry networks and initiatives to avoid waste and strengthen the circular economy. These include the Alliance to End Plastic Waste (see box on page 134) and the Ellen MacArthur Foundation. supply chain management. We support our suppliers in developing and implementing measures for improvement, for example in waste management (see page 111). We offer our customers a wide range of products that can reduce air pollutants or waste - from industrial process catalysts, fuel additives and catalysts for the automotive sector to additives and track-and-trace technologies to extend the useful life of plastics or improve mechanical recycling of plastic waste. 47.0% In addition to optimizing our own processes, we are committed to reducing the impact on air and soil and minimizing our disposal volumes and material consumption along our value chains. We expect our suppliers to comply with internationally recognized envi- ronmental standards. This is assessed as part of our sustainable Our waste management is based on the systematic tracking of material flows and follows a clear hierarchy: We aim to avoid waste as far as possible, for example, by continuously optimizing our pro- cesses or developing new production methods. BASF's Verbund structure with its networked plants and value chains is key here. We use it to efficiently manage our material flows. The by-products of one plant serve as feedstock for other plants and processes else- where in the BASF Verbund, avoiding waste and enabling us to use raw materials as efficiently as possible. Continuous documentation and monitoring of emissions to air, waste streams and contaminated sites as well as the implementa- tion of measures for improvement are an integral part of our environ- mental management. In addition to greenhouse gases (see page 126 onward), we also measure and analyze emissions of air pollut- ants to avoid potentially harmful substances as best possible. guidelines. BASF's global network of experts regularly shares infor- mation, insights and best practices to further reduce our emissions to air, manage waste and responsibly handle contaminated sites. The safe and efficient operation of our plants and the responsible management of resources and waste are core components of our Responsible Care Management system. We have defined our global standards for emissions to air, waste and contaminated sites in Group-wide guidelines, the implementation of which is the responsi- bility of the sites and subsidiaries. The Environmental Protection, Health & Safety unit in the Corporate Center conducts regular audits to monitor compliance with legal requirements and internal Strategy Circular concepts an important part of our activities Systematic management of contaminated sites ■ Improvements based on continuous monitoring of emissions to air and waste streams If these cannot be used within BASF's Verbund structures, we assess whether they can be recycled or thermally recovered. Non- recyclable materials are disposed of safely, appropriately and in an environmentally responsible manner. If we use external waste disposal companies, we conduct regular audits to ensure that waste is disposed of properly. In this way, we also contribute to preventive soil protection and keep today's waste from becoming tomorrow's contamination. If soil and groundwater contamination occurs at active or former sites, appropriate remediation measures are reviewed and implemented. Hydrogen is a key element on the journey to climate neutrality. BASF is developing a process - methane pyrolysis - that significantly reduces carbon emissions in the production of hydrogen. Find out more about what drives project manager Dieter Flick and which groundbreaking technologies are still being researched in the online report at report.basf.com. D-BASF <>=132 Emissions from the use of end products (C 11) 21 4 4 Transport Transport of products, employees' commuting and business travel (C 4, 6, 7, 9) Disposal Incineration with energy recovery, landfilling (C 12) Production (including generation of steam and electricity) 28 Other (C 3b, 3c, 5, 8, 13, 15) Good to know ΚΣΕΙ 131 a According to Greenhouse Gas Protocol; Scope 1, 2 and 3; categories within Scope 3 are shown in parentheses. Scope 3 emissions in category 10 ("Processing of sold products") are not reported according to the standard for the chemical sector. Only direct use phase emissions are reported in the customer category (Scope 3.11). For more information on our Scope 3 emissions reporting, see basf.com/corporate_carbon footprint rates the use of these Accelerator solutions as particularly good with respect to climate protection and energy. 6 Customers BASF Purchased products, services and capital goods (C 1, 2, 3a) Most of our production processes are already highly optimized. This makes it increasingly difficult to implement further improvements to reduce CO2. Completely new technologies are needed to reduce greenhouse gas emissions over the long term and on a large scale. Different teams are working on this in our Carbon Management R&D Program. Climate-Smart Chemistry Innovative Processes for In focus: Management's Report - In Focus: Innovative Processes BASF Report 2021 We also started to make the automated PCF calculation approach available to interested industry players by way of partnerships. In a first step, IT companies will be able to trans- late BASF's methodology and in-house solution into a market- able software through licensing agreements. We used the new method to calculate PCFs for around 45,000 sales products in 2021. The transparency this creates enables us to target our CO2 reduction measures to those areas where our customers can later achieve the greatest value added from lower carbon emissions in the value chain. In 2021, we were able to offer the first products with a certified reduced carbon footprint through the use of renewable energy. Waste disposed of Product Carbon Footprint For more information on our emissions reporting, see basf.com/corporate_carbon_footprint For more information on Product Carbon Footprints, see basf.com/pcf In 2021, we introduced a global Supplier CO2 Management Pro- gram to create transparency and better steer and, in the long term, reduce upstream emissions. In a first step, we ask our suppliers to provide PCFs for our raw materials. We support them by sharing our knowledge of evaluation and calculation methods. In this way, we are also contributing to the standardization of PCF calculation. In a second step, we want to work with our suppliers on solutions to reduce product-related emissions and establish the PCF as a criterion for our purchasing decisions. BASF Report 2021 Management's Report - Energy and Climate Protection Scope 3 emissions along the BASF value chain in 2021a Million metric tons CO2 equivalents 59 Suppliers Emissions to air Total emissions of air pollutants from our production plants amounted to 26,358 metric tons in 2021 (2020: 24,496 metric tons). Emissions of ozone-depleting substances as defined by the Montreal Protocol totaled 17 metric tons in 2021 (2020: 14 metric tons). We significantly reduced these emissions compared with 2002 (229 metric tons) by successively shifting to alternative cool- ants. Emissions of heavy metals' in 2021 amounted to 2 metric tons (2020: 2 metric tons²). We use an in-house digital solution to calculate the carbon footprint of our products (PCF). In 2021, this was recognized by organizations such as the German chemical industry asso- ciation (VCI) with the Responsible Care Award for digitalization. The methodology follows general standards for life cycle analysis such as ISO 14044 and ISO 14067, as well as the Greenhouse Gas Protocol Product Standard, and has been certified by TÜV Rheinland. Metric tons 0.64 0.75 Through incineration 0.40 0.50 0.56 0.66 0.10 Waste recovered 0.09 0.13 0.43 0.52 Thermally recovered 24,496a 26,358 a The comparative figure for 2020 has been adjusted to reflect updated data. 0.10 (without energy recovery) 0.12 Emissions to air In surface landfills We want to further reduce our emissions with various measures. For instance, we use catalysts to reduce nitrogen oxides or feed waste gases back into the production process. One example is the nitrous oxide generated in the production of adipic acid at the Ludwigshafen site in Germany: 99% of this by-product is already decomposed or used in the BASF Verbund. In the future, it will even be 99.9%. This will be made possible by an automation project implemented in 2021 to optimally control processes based on important plant parameters and using predictive model calculations. The aim is to avoid around 550 metric tons of nitrous oxide emissions annually, corresponding to around 145,000 metric tons of CO2 equivalents. 0.78 0.84 1.43 1.63 0.38 0.34 0.87 0.97 0.05 0.02 0.10 0.10 0.22 0.13 Total 0.31 0.23 0.13 4,532a 4,988 NMVOC 10,646ª 11,450 NOx (total nitrogen oxides) 3,951 (nonmethane volatile organic compounds) CO (carbon monoxide) 2021 Waste generation in the BASF Group Million metric tons BASF generated 2.47 million metric tons of waste in 2021 (2020: 2.21 million metric tons). Of this, 53.0% was disposed of. Hazard- ous waste accounted for 73.9% of the total disposed waste (2020: 69.6%). Based on the concept of the circular economy, we are continuously examining options for material or thermal recycling for all waste (see "Strategy"). In this way, we were able to find new uses for 47.0% of our waste in 2021. We continuously identify and evalu- ate the safest and most environmentally sound disposal routes for non-recyclable waste. In 2021, most of our hazardous waste was incinerated (77.7%), where possible with energy recovery. 7.6% of hazardous waste was disposed of in landfill. This is mainly contami- nated construction waste that cannot be reused or recycled due to legal requirements. Waste NH3 (ammonia) and other inorganic substances 0.37 Air pollutants from BASF operations 2020 Hazardous 3,731a SOx (total sulfur oxides) 0.14 Recycled Nonhazardous 1,711 1,951 2020 2021 2020 2,000 2021 2,154 1,864 1,861 Dust wastea wastea 4.1% European Union United States Emerging markets of Asia Japan South America In the E.U., we expect chemical production to increase by 2.8% (2021: 6.0%). We anticipate a significant recovery in the automotive industry, which will strengthen growth in demand for chemicals. For the other customer industries, we are forecasting growth slightly above the long-term average. However, momentum in chemical production already slowed over the course of 2021. As a result, the European chemical industry will presumably grow below the average 2.1% 2.7% 1.7% BASF Report 2021 2.0% 2.8% Trends in chemical production 2022-2024 (excluding pharmaceuticals) Average annual real change World 1.5% 2.5% 3.9% 4.5% 3.5% European Union Management's Report - Outlook 2022 South America United States Emerging markets of Asia. Japan 3.3% Outlook 2022 CO2 emissions forecast for the BASF Group <>= 148 Chemicals Sales Outlook for chemical production 2022 (excluding pharmaceuticals) Real change compared with previous year World Forecast by segmenta Million € <>=149 Management's Report - Outlook 2022 BASF Report 2021 1 For sales, "slight" represents a change of 0.1%-5.0%, while "considerable" applies to changes of 5.1% and higher. "At prior-year level" indicates no change (+/-0.0%). For earnings, "slight" means a change of 0.1% -10.0%, while "considerable" is used for changes of 10.1% and higher. "At prior-year level" indicates no change (+/-0.0%). At a cost of capital percentage of 9% for 2022, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0.0 percentage points) as "at prior-year level." CO2 emissions are expected to be between 19.6 million metric tons and 20.6 million metric tons in 2022. We will take specific emission reduction measures to limit the additional emissions from moderate growth and the expected higher capacity utilization of the ammonia plants following low capacity utilization in 2021. These include mea- sures to increase energy efficiency and process optimization, as well as the continued shift to renewable energy. In addition, the reductions in emissions from divestitures, including the agreed sale of the kaolin business, will slightly more than compensate for the additional emis- sions from the formation of BASF Shanshan Battery Materials Co., Ltd. in 2022. Based on the forecast for global economic development and expected business development in the BASF Group in 2022, we expect a ROCE of between 11.4% and 12.6%. Compared with the previous year, we anticipate a considerable decrease in ROCE in the Chemi- cals, Materials and Surface Technologies segments. The Agricultural Solutions and Nutrition & Care segments are expected to consid- erably increase ROCE, while the Industrial Solutions segment will see a slight increase. the Industrial Solutions and Surface Technologies segments. The Agricultural Solutions and Nutrition & Care segments plan to consid- erably increase EBIT before special items. The BASF Group's EBIT before special items is expected to decline to between €6.6 billion and €7.2 billion. We anticipate significantly lower contributions from the Chemicals and Materials segments and from Other. We are forecasting slightly lower EBIT before special items in The BASF Group is expected to generate sales of between €74 billion and €77 billion in 2022. Contributing factors will include the volume growth expected in all segments and slightly positive portfolio effects from the formation of BASF Shanshan Battery Materials Co., Ltd. We anticipate lower price levels, mainly from lower commodity and pre- cious metal prices, which will lead to a significant decrease in sales in the Surface Technologies and Chemicals segments. We expect slightly lower sales in the Industrial Solutions segment due to negative portfolio effects from the sale of the pigments and kaolin businesses. By contrast, we are forecasting considerable sales growth in the Agricultural Solutions and Nutrition & Care segments following signifi- cant price increases. We expect slightly higher sales in the Materials segment and in Other. Sales, earnings and ROCE forecast for the BASF Group¹ For more information on our expectations for the economic environment in 2022, see page 145 onward For more information on our opportunities and risks, see page 151 onward Our CO2 emissions are expected to be between 19.6 million metric tons and 20.6 million metric tons in 2022 (2021: 20.2 million metric tons). No forecast has been made for the previous Accelerator sales target as we plan to update our portfolio steering target in 2022. Based on these assumptions, we are forecasting sales of between €74 billion and €77 billion (2021: €78.6 billion). The BASF Group's income from operations (EBIT) before special items is expected to be between €6.6 billion and €7.2 billion (2021: €7.8 billion). ROCE should be between 11.4% and 12.6% (2021: 13.5%). Our forecast assumes moderate growth in the majority of our cus- tomer industries, while the automotive industry is expected to see a stronger recovery. Our forecast range takes into account uncertainty resulting in particular from the effects of ongoing supply chain dis- ruptions, the further course of the coronavirus pandemic and the development of energy prices. The global economy is expected to grow by 3.8% in 2022 (2021: 5.8%). As order backlogs in industry are high, we expect global industrial production to grow by 3.8% (2021: 6.5%) and chemical production by 3.5% (2021: 6.1%). We anticipate an average oil price of $75 for a barrel of Brent crude and an exchange rate of $1.15 per euro. Capex of around €4.6 billion planned for 2022 ■ Projected ROCE of between 11.4% and 12.6% Forecast sales of between €74 billion and €77 billion Expected EBIT before special items of between €6.6 billion and €7.2 billion At a glance We expect global economic growth to be somewhat more moderate in 2022 following the very strong recovery in 2021. Global growth should be supported by the gradual containment of the coronavirus pandemic. Nevertheless, a full recovery of the market environment is still not yet expected in 2022 as uncertainty remains exceptionally high. Chemical production in South America will presumably grow at around the same rate as the economy as a whole (2022: 1.5%; 2021: 4.6%). This will be primarily driven by the significant recovery in automotive production and continued moderate growth in demand from agriculture and the raw materials sector. Japan For the United States, we are forecasting significantly stronger growth in chemical production (2022: 4.5%; 2021: 1.8%) following the weather-related production outages in the previous year. In addition to statistical base effects, we expect growing demand above all from the automotive industry, the energy sector and the consumer goods industry. 2.0% 1.7% South America United States Emerging markets of Asia Japan European Union Trends in gross domestic product 2022-2024 Average annual real change World 1.6% 2.5% South America Emerging markets of Asia United States European Union Real change compared with previous year World Outlook for gross domestic product 2022 In South America, growth is expected to weaken significantly in 2022. High net exports of industrial and agricultural commodities will continue to support the Brazilian economy but will no longer provide strong growth impetus. Growth in domestic demand will be curbed by high inflation rates, increased debt and rising interest rates. Over- all, we are forecasting growth of only 0.4% for Brazil in 2022 (2021: 4.7%). In Argentina, too, growth will slow significantly against the backdrop of continued very high inflation and increasing fiscal con- solidation requirements (2022: 2.3%; 2021: 9.0%). For the other emerging markets in South America, we expect growth to be slightly higher compared with other countries, but likewise significantly weaker year on year (2022: 3.2%; 2021: 9.5%), as the positive base effects from the previous year also level off in these countries. In Japan, we expect growth momentum to pick up only slightly in the coming year (+2.5%) after weak growth of just 1.7% in 2021. Growth will be supported by private consumption and investment, while the slowdown in China is expected to have a dampening effect on exports. Government stimulus measures could however accelerate growth more strongly than assumed in our forecast. environment, we expect slightly higher GDP growth of 4.6% (2021: 4.2%) for the other emerging Asian economies. This is anticipated due to positive base effects and a gradual recovery in tourism. <>=146 Management's Report - Economic Environment in 2022 BASF Report 2021 We expect growth in the emerging markets of Asia to slow overall. In China, the real estate sector will cool. In addition, the zero-tolerance policy toward the coronavirus pandemic will likely curb the recovery in private consumption. We also assume that selective measures to contain new coronavirus outbreaks will con- tinue to negatively impact industrial value chains and logistics. Overall, we expect Chinese GDP to grow by 4.5% in 2022 (2021: 8.1%). Economic development in India remains uncertain given the still low vaccination rate. We expect growth there to be slightly lower than in the previous year (2022: 7.0%; 2021: 8.1%). This will be driven in particular by a recovery in private consumption. In this EBIT before special items 1 Our assumptions account for current estimates by external institutions, including economic research institutes, banks, multinational organizations and consulting firms. Outlook for key customer industries In Japan, we expect growth in chemical production to track the growth rate for GDP. The strongest growth stimulus will be provided by the electronics industry and the automotive sector (2022: 2.5%; 2021: 3.7%). 3.8% 3.8% for the manufacturing sector. We are assuming growth of 2.0% in the United Kingdom (2021: 2.5%). In China, the world's largest chemical market, we are forecasting much weaker growth in chemical production of 4.0% as base effects from the previous year level off (2021: 7.7%). Growth in demand for chemicals in the consumer goods industries and from the electron- ics industry is expected to weaken. We anticipate continued growth in demand from the Chinese automotive industry. In the other emerging markets of Asia, we expect chemical growth to be slightly weaker than in China. Global chemical production (excluding pharmaceuticals) is expected to grow by 3.5% in 2022, slower than in the previous year (2021: 6.1%) but still above the average for the years prior to the corona- virus pandemic. In the advanced economies, we anticipate growth of 3.1% (2021: 3.9%), which is above the average for the pre-crisis years. Growth in the emerging markets is expected to slow at a much stronger rate (2022: +3.7%; 2021: 7.2%). Based on these forecasts, global chemical production at the end of the year will be almost 10% above the 2019 level. Outlook for the chemical industry Under normal weather conditions, growth in agricultural produc- tion in 2022 will presumably be similar to the long-term average. Production in industrialized countries will grow only weakly. By contrast, we anticipate solid production growth in emerging markets such as Argentina, China, India and Ukraine. industry is also likely to return to its long-term growth path after the gradual reopening of the hospitality sector following the lockdowns in the previous year provided above-average growth in 2021. <>=147 Management's Report - Economic Environment in 2022 BASF Report 2021 1 The transportation industry includes the production of motor vehicles, motor vehicle parts and the construction of other vehicles (especially ships and boats, trains, air and spacecraft, and two-wheelers). In the health and nutrition sector, we are forecasting lower growth compared with 2021, as the exceptionally strong growth in the pharmaceutical industry is expected to level off. Growth in the food In the electronics industry, demand is likely to remain high and benefit from the ongoing trend toward digitalization and automation in many areas of application, both in industry and in private house- holds. Nevertheless, we expect weaker growth compared with the exceptionally strong prior year. Consumer goods production is expected to grow slightly faster than global GDP. We expect growth in textiles and consumer dura- bles to decline. Production of care products will presumably likewise grow at a slightly slower rate than in the previous year. Growth in the construction industry is expected to weaken some- what. More so than in 2021, commercial construction and infra- structure investment will be a stronger driver than new residential construction. Residential construction activity is expected to cool sharply, especially in China. However, the infrastructure program in the United States, projects under the European Recovery and Resilience Facility, further government programs to support the energetic renovation of existing buildings and still low interest rates will continue to support growth in the construction industry. In the energy and raw materials sector, we are forecasting slightly higher production growth than in 2021 due to strong demand and higher raw materials prices. We expect the OPEC+ countries to continue to gradually step up oil production. Oil and gas production in the United States should increase as well. Automotive production there fell by around one-fifth overall in the past two years, compared with around 7% in Asia. Accordingly, we anticipate the strongest catch-up effects in Europe, followed by North America and Asia. However, the supply of precursors, espe- cially semiconductors, will remain a problem and will continue to limit growth. We are forecasting higher growth in the transportation industry¹ in 2022 compared with our other customer industries on average. Based on the current, exceptionally low level, we expect production in the automotive industry to return to strong growth. Overall, pro- duction volumes will however still remain well below pre-coronavirus pandemic levels. Growth should pick up again in Europe in particu- lar, after automotive production declined by 26% overall in 2020 and 2021. North America also has a lot of ground to make up. Overall, we anticipate growth of 3.8% (2021: 6.5%) in global indus- trial production. Growth in the advanced economies (2022: 3.4%; 2021: 5.3%) is likely to be weaker than growth in the emerging markets (2022: 4.1%; 2021: 7.4%). 4.9% 2.8% 2.6% 3.2% 4.8% 3.6% 2021 Dividend 2021 Geismar, Louisiana Construction: production plant for hexamethylenediamine Chalampé, France Europe Capacity expansion: integrated ethylene oxide complex Gradual capacity expansion: alkoxylates Antwerp, Belgium 37% Project Location Asia Pacific 45% Capex by region 2022-2026 Surface Technologies 18% Industrial Solutions 3% 11% Materials Capex: selected projects Projects currently being planned or underway include: We are planning capital expenditures (additions to property, plant and equipment excluding acquisitions, IT investments, restoration obligations and right-of-use assets arising from leases) of around €4.6 billion for the BASF Group in 2022. For the period from 2022 to 2026, we have planned capital expenditures totaling €25.6 billion, including €12.9 billion for our major growth projects. The investment volume in the next five years will thus be above that of the planning period 2021 to 2025 (€22.9 billion). Focus areas will be our invest- ment project in Zhanjiang, China, to expand our businesses in Asia, as well as investments in battery materials. Capital expenditures (capex) Chemicals 27% Capacity expansion: MDI plant Capex by segment 2022-2026 Harjavalta, Finland, and Schwarzheide, Germany Alternative sites currently being investigated For the United States, we are forecasting growth of 3.8% (2021: 5.7%). Growth will be supported by government spending on infra- structure, social and climate programs. A continued revival of the labor market should partially compensate for the phasing out of extended unemployment benefits under the COVID relief package. Delays in the clearance of goods at U.S. ports should gradually become less relevant as growth in demand for goods slows and shifts toward the services sector. In addition, congestion at ports should gradually ease. Labor shortages will prevent a stronger upturn, which will dampen the recovery in the services sector in particular. South America, Africa, Middle East 2% €25.6 billion On January 4, 2022, the Board of Executive Directors resolved on a share buyback program with a volume of up to €3 billion, which shall be concluded by December 31, 2023, at the latest.1 The share buy- back program started on January 11, 2022. Events after the reporting period 1% 15% North America In 2022, we expect cash outflows in the equivalent amount of around €2.0 billion from the scheduled repayment of bonds. To refinance maturing bonds and to optimize our maturity profile, we continue to have medium to long-term corporate bonds and our global commercial paper program at our disposal. Information on our financing policies can be found on page 64 Financing Other (infrastructure, R&D) 28% 4% Agricultural Solutions €25.6 billion Information on the proposed dividend can be found on page 13 We have an ambitious dividend policy and offer our shareholders an attractive dividend yield. We aim to increase our per-share dividend each year. Nutrition & Care 9% 150 < > 1 Subject to a renewed authorization to purchase own shares by the Annual Shareholders' Meeting on April 29, 2022. Planned construction: integrated Verbund site Investment: battery materials Zhanjiang, China Forecast 2022 trading. Despite lower corporate research expenses, we anticipate considerably lower EBIT before special items for 2022 compared with the previous year. BASF Report 2021 715 8,162 8.2% 497 6,442 Nutrition & Care 5.6% 800 22,659 Surface Technologies 15.2% 1,006 8,876 Industrial Solutions 22.8% 2,418 15,214 Materials 32.9% 2,974 13,579 2021 Forecast 2022 4.5% Management's Report - Outlook 2022 3,666 Agricultural Solutions Sales in Other are expected to be slightly above the 2021 level in 2022. This will be mainly attributable to sales growth in commodity We are forecasting considerable sales growth in the Agricultural Solutions segment. We will raise our sales prices and volumes in a continued challenging market environment, characterized by supply bottlenecks and high energy and raw materials prices. Based on the positive development of sales, we anticipate a strong improvement in EBIT before special items. In 2022, we will continue to invest in research and development and digitalization at a high level. For the Nutrition & Care segment, we expect considerable sales growth compared with 2021. We anticipate higher volumes in both divisions and higher price levels overall, primarily due to the passing on of higher raw materials prices and logistics and energy costs. This will be partly offset by portfolio effects from the sale of the pro- duction site in Kankakee, Illinois. The segment's EBIT before special items should be significantly above the prior-year level. We expect significantly higher earnings contributions from both divisions, mainly due to higher margins on the back of strong volume growth. In the Surface Technologies segment, we are forecasting consid- erably lower sales in 2022, primarily as a result of lower precious metal prices in the Catalysts division. This will be partly offset by higher volumes in both divisions. The segment's EBIT before special items is expected to decline slightly. We anticipate considerably higher EBIT before special items in the Coatings division but a con- siderable year-on-year decrease in EBIT before special items in the Catalysts division due to lower contributions from precious metal trading. forecasting a slight decline in the segment's EBIT before special items compared with 2021. This will primarily result from the decrease in the Dispersions & Resins division, largely due to the divestiture of the pigments business. The Performance Chemicals division will likely see significant growth in EBIT before special items I mainly as a result of higher sales volumes and stronger margins. However, this will not be able to fully compensate for lower earnings in the Dispersions & Resins division. We expect sales in the Industrial Solutions segment to be slightly below the prior-year level. Higher volumes and continuing high price levels in both operating divisions will presumably not be able to completely offset the negative portfolio effects from the divestiture of the global pigments business as of June 30, 2021. We are For the Materials segment, we are forecasting slight sales growth in 2022. Despite the strong recovery in 2021, this will be largely attri- butable to further volume growth in both divisions. Increased infla- tionary pressures will be offset by efficiency gains. We anticipate lower prices due to a normalization of the market environment. EBIT before special items in the Monomers division is expected to decrease considerably after strong margins in 2021 as a result of lower price levels and higher raw materials prices. In the Perfor- mance Materials division, by contrast, we anticipate a considerable increase in EBIT before special items due to the positive develop- ment of sales volumes. However, this will only be able to partly compensate for the decline in the Monomers division. For the Chemicals segment in 2022, we expect sales to decline considerably following very high prices in 2021 due to supply short- ages in the market. The decrease in 2022 will be driven by consid- erably lower sales in the Petrochemicals division. We expect a normalization of the market situation, particularly in the United States, following the supply disruption caused by Winter Storm Uri in January 2021. In the Intermediates division, we anticipate higher sales volumes driven mainly by amines and polyalcohols. Prices in the segment are expected to decline to a lower level while higher raw materials prices will put pressure on margins. For both divisions, we therefore anticipate a considerable decline in EBIT before special items. Sales and earnings forecast for the segments The material opportunities and risks that could affect our forecast are described under Opportunities and Risks on pages 151 to 160. a For sales, "slight" represents a change of 0.1%-5.0%, while "considerable" applies to changes of 5.1% and higher. "At prior-year level" indicates no change (+/-0.0%). For earnings, "slight" means a change of 0.1%-10.0%, while "considerable" is used for changes of 10.1% and higher. "At prior-year level" indicates no change (+/-0.0%). At a cost of capital percentage of 9% for 2022, we define a change in ROCE of 0.1 to 1.0 percentage points as "slight," a change of more than 1.0 percentage points as "considerable" and no change (+/-0.0 percentage points) as "at prior-year level." Considerable increase/decrease: "considerable" represents a change of 5.1% or higher for sales; 10.1% or higher for earnings; more than 1.0 percentage points for ROCE. Slight increase/decrease: "slight" represents a change of 0.1% -5.0% for sales; 0.1%-10.0% for earnings; 0.1 to 1.0 percentage points for ROCE 11.4%-12.6% 13.5% 7,768 €6.6 billion-€7.2 billion -643 Forecast 2022 ROCE At prior-year level: no change (+/-0.0%) + BASF Group Other 78,598 €74 billion-€77 billion We expect the recovery to continue in the United Kingdom, although this is subject to considerable uncertainty. In particular, labor shortages in logistics and hospitality may slow further recov- ery. Overall, we anticipate GDP growth of 3.8% there (2021: 7.5%). In line with increasingly ambitious climate protection targets, CO₂ transparency is becoming more and more important for us and our customers. We have published a comprehensive corporate carbon footprint along our value chain every year since 2008. In addition, we already calculated carbon footprints for individual products in the past. To further increase transparency, we developed a digital solu- tion to determine product-specific greenhouse gas emissions in 2020 and have since calculated the carbon footprints of around 45,000 sales products. These Product Carbon Footprints include all greenhouse gas emissions from raw material extraction to the finished BASF product leaving the factory gates ("cradle-to-gate"). Trends in the global economy in 2022 Significant sustainability concern identified and action plan in development or implementation Assessed portfolio €71,041 million enables us to systematically improve them. We review the cate- gorization of the portfolio at least every four years. This includes analyzing the portfolio in workshops. If, during reassessment of our portfolio, we identify products with significant sustainability concerns, we classify these as "challenged." We develop and systematically implement action plans for all products in this category. These include research projects and reformulations to optimize products, or even replacing the product with an alternative. To systematically align our portfolio with con- Performer sales 2021 €39,033 million 2020: €30,519 million Transitioner sales 2021: €7,879 million 2020: €6,799 million Challenged sales 2021 €26 million 2020: €72 million tributions to sustainability, in 2018 we started phasing out all Challenged products within five years of their initial classification at the latest. We strive to offer products that make a greater contribu- tion to sustainability in their area of application to live up to our own commitments and meet our customers' demands. That is why an adapted version of our Sustainable Solution Steering method is used in areas such as our research and development pipeline, and in merger and acquisition projects. The results and any measures required are part of our business strategies. BASF Report 2021 Management's Report - Circular Economy Challenged <>= 142 In 2021, we generated sales of €24.1 billion with Accelerator products (2020: €16.7 billion) - already reaching our target for 2025. Accelerator products account for 33.9% of the assessed relevant portfolio. Sales of Accelerator products rose by 44.3% compared with the previous year. This is primarily attributable to the positive development of Accelerator sales in the Surface Technologies and Chemicals segments. Performer products account for 54.9%, Transitioner products for 11.1% and Challenged products for 0.1% of the solutions assessed. New market requirements arise as a result of the continuous develop- ment of new product solutions in the industry or changing regulatory frameworks. This has an effect on the comparative assessment, which is why we regularly reassess our product portfolio. For more information on Sustainable Solution Steering, see basf.com/en/sustainable-solution-steering [Circular economy] Circularity is a particular focus in the continued development of our product portfolio. This enables us to help our customers achieve their sustainability goals while improving the resource and carbon footprint of our products. By 2030, we aim to generate sales of €17 billion with solutions for the circular economy. These include products based on renewable or recycled raw materials that close material cycles ("close the loop") or increase the resource efficiency or life of materials ("extend the loop"). In addition, we want to increasingly use alternative raw materials in the manufacturing of our products. These include bio-based raw materials such as bionaphtha and biogas, and renewable raw materials such as RSPO-certified palm oil, which we have been using for many years as a substitute for fossil resources. To expand our supply base for alternative raw materials and at the same time, contribute to the circular economy, we are also developing new, waste-based sources of raw materials. To achieve this, we develop innovative technologies, usually in cooperation with partners, for example for the chemical recycling of plastic waste or disposed mattresses made of polyurethane. We aim to process 250,000 met- ric tons of recycled and waste-based raw materials in our production plants annually from 2025. One of the steps we have taken to achieve our goals is establishing a company-wide Circular Economy Program. As part of this pro- gram, BASF teams are currently developing new approaches to the three main action areas in more than 35 initiatives: alternative raw material pathways, innovative material cycles and new business models for the circular economy which also include digital and service-based concepts. - For more information on the circular economy, see page 44 For more information on raw materials, see page 112 onward By the end of the 2021 business year, we had evaluated 98.7% of the relevant portfolio¹ (2020: 98.4%). This refers to the BASF Group's sales from products in its strategic portfolio to third parties in the business year concerned. By the end of 2021, sustainability analyses and assessments had been conducted for more than 56,000 specific product applications (2020: >57,000), accounting for €71 billion in sales (2020: €54.1 billion). Specific sustainability issues which are being actively addressed Transitioner Meets basic sustainability standards on the market Overall, we anticipate moderate GDP growth of 3.6% (2021: 5.2%) in the European Union (E.U.). This will be driven in part by the economic upturn in the services sector and the gradual overcoming of supply difficulties that we anticipate for the industrial sector. Growth will also be supported by payments from the European Recovery and Resilience Facility. We expect the differences in growth rates between the E.U. member states to be less pro- nounced than in the previous year. The dynamic recovery in the western European countries that grew particularly strongly in 2021 (France, Italy) is expected to weaken somewhat, while Germany should see slightly stronger growth. In the eastern E.U. countries, we expect growth rates to converge at a similar level. BASF Report 2021 Management's Report - We Drive Sustainable Solutions "We Drive Sustainable Solutions] Innovations based on chemistry are key to solving global challenges such as climate change or resource scarcity. They can play a pivotal role in reducing emissions or decoupling growth and resource consumption, for example. Targeted research and development is the foundation for sustainable solutions and an important growth driver for BASF. Steering Our Product Portfolio GRI 102, 416, 417 SUPPLIERS BASF CUSTOMERS Classification of assessed portfolio according to the Sustainable Solution Steering method Accelerator Substantial sustainability contribution Accelerator sales 2021 €24,103 million 2020: €16,740 million In this section: Steering Our Product Portfolio Circular Economy Product Carbon Footprint We take advantage of business opportunities by offering our cus- tomers innovative products and solutions that support their sustain- ability goals. We ensure that the business units follow standard processes to evaluate and take into account relevant sustainability criteria when they develop and implement strategies, research projects and innovation processes. Accelerator products make a substantial sustainability contribution in the value chain. These include catalysts that reduce emissions to the environment, biodegradable mulch films for agricultural applica- tions, and high-performance insulation materials for higher energy savings and reduced material use in building construction. Based on our corporate strategy, we have set ourselves a global target: We aim to make sustainability an even greater part of our innovation power and achieve €22 billion in Accelerator sales by 2025. We met this target already in 2021. Consequently, we will update our product portfolio steering target over the course of 2022. A significant steering tool for the product portfolio, based on the sustainability performance of our products, is the Sustainable Solu- tion Steering method. It considers our products' applications in various markets and customer industries. Transparently classifying our products on the basis of their contribution to sustainability in the value chain Performer [Product Carbon Footprint] 1 The definition of the relevant portfolio and further information can be found in the Sustainable Solution Steering manual at basf.com/en/sustainable-solution-steering ΚΣΕΙ 141 To determine the carbon footprint of our purchased raw materials (upstream Scope 3 emissions), we have until now worked with industry averages and values from external databases. To obtain a more accurate data base and reduce emissions in the supply chain, we launched our Supplier CO2 Management Program in 2021. The aim of the program is to, in a first step, determine the carbon foot- prints of raw materials as accurately as possible. We support our suppliers here by sharing our knowledge of valuation and calculation methods, for example. In the second step, we then want to work with our suppliers to identify levers and targets to continuously reduce greenhouse gas emissions along the supply chain. Natural ingredients for industrial and consumer goods Both industrial users and end consumers are increasingly interested in nature-based ingredients. We are addressing this trend with a growing portfolio of plant-based solutions. One example is DisponilⓇ APG 215 for the wood processing industry. Used as an adjuvant in production, this surfactant increases the bond strength of medium-density fiberboard (MDF). This enables manufacturers to achieve a denser and smoother surface and with it, improved water-repellent properties compared with conventional manufactur- ing processes. DisponilⓇ APG 215 also offers energy saving potential in the production process and is 100% based on natural, renewable plant-based raw materials. Alongside the natural trend, sensory characteristics such as consis- tency and texture play an important role in skin and hair care. That is why we are researching and developing alternatives to synthetic ingredients and excipients for cosmetics and personal care prod- ucts. One example is Hydagen® Clean. Launched on the market in 2021, the biopolymer is characterized by its ease of use and high quality. It can be processed in both cold and hot water and is bio- degradable. It is extracted from the tuber of the konjac plant native to southwest China and is suitable for applications such as gels and fluids, as well as novel products such as patches and jelly cosmetics. Reducing the environmental impacts of agriculture The demand for food, feed and energy is increasing, while natural resources are limited. Agriculture is a key enabler in providing enough healthy, affordable food. Our innovative solutions help farm- ers find the right balance between productive and sustainable cultivation. One example is RevysolⓇ. The new fungicidal active ingredient controls several economically important fungal diseases in several key crops globally. Its enhanced efficacy, improved selec- tivity and favorable regulatory profile allows farmers to maximize yield and to reduce the need to convert more natural habitat to farmland. RevysolⓇ's performance and its formulation innovation, which provides long-lasting protection under critical weather condi- tions, avoids the need for repeated fungicide applications. RevysolⓇ helps to significantly reduce CO2 emissions per ton of crop. BASF tapped the Brazilian market with Pingo Doce™ watermelons, introducing not only high-quality seeds but also a new business model. BASF provides technical support to farmers and demon- strates best practices in efficient water management, fertilization and traceability to establish sustainable production. Regular quality controls are carried out to check the sweetness, color and size of the watermelons in order to reduce the amount of fruit rejected by supermarkets. This new approach delivers a product that benefits farmers, consumers and the environment alike. BASF Report 2021 Management's Report - Economic Environment in 2022 Forecast We expect the global economic recovery to continue in 2022. As a result, we anticipate global GDP growth of 3.8% (2021: +5.8%). Global growth should be supported by the gradual containment of the coronavirus pandemic. In the advanced economies in particular, demand will increasingly shift from goods to services. However, the bottlenecks in global supply chains will ease only slowly. As order backlogs in industry are high, we expect global industrial production to grow at an above-average rate of 3.8% and chemical production at 3.5%. <>=145 In this section: Economic Environment 2022 Outlook 2022 Opportunities and Risks At a glance Moderate GDP growth expected in Europe and the United States ■ Strong growth assumed in Asia ■Moderate growth in global industrial production Fragile recovery in the automotive industry ■ Slower but still above-average growth forecast for the chemical industry For Europe and the United States, we expect a moderate weaken- ing of growth momentum compared with the previous year. For China, however, - which made an earlier start to its economic recov- ery following the downturn in 2020 - we anticipate much slower but still solid growth. Growth in the other emerging markets in Asia will likely be slightly stronger than in the previous year. However, uncertainty about future developments remains high. The further course of the coronavirus pandemic could impact demand more severely than expected. Supply difficulties in the global value chains could continue for longer than assumed in our outlook. High The data helps us to target our CO2 reduction measures to those areas where our customers can later achieve the greatest value added from lower carbon emissions in the value chain. energy prices and higher inflation rates could dampen consumer purchasing power more strongly than expected in our forecast. We also have sustainable solutions for packaging and food contain- ers made of cardboard, such as cups or boxes. Until now, these have typically been coated with a thin layer of polyethylene, which provides a protective barrier to liquids. However, this plastic layer makes recycling difficult. With its Joncryl HPB 4K range, BASF has developed a dispersion system that provides an excellent liquid barrier. Unlike conventional solutions, it is water-based. This makes it possible to efficiently recycle coated cardboard. Materials such as Infinergy® can be recycled. The expanded poly- urethane is used in products such as shoe soles thanks to its out- standing spring and cushioning properties. Through a combination of mechanical processing and finishing, Infinergy can be recycled and regenerated with its original level of material quality. Economic Environment in 2022¹ Our innovative technologies and solutions help to reduce waste generation and increase the amount of waste that can be recycled. One example is our portfolio of plastics additives. Among other things, these additives help to reduce waste by improving the dura- bility of materials. Additives also enable improved mechanical recy- cling. For example, the IrgaCycleTM product series launched in 2021 helps our customers avoid certain quality problems in mechanically recycled plastics. This means that recycled plastics can also be used for higher-value applications and recycled content can be increased in the manufacture of new products. For more information on our corporate carbon footprint and Supplier CO₂ Management Program, see page 130 onward In addition to our mechanical recycling solutions, we are driving forward chemical recycling (see page 115). In our ChemCycling™ project, our technology partners convert waste such as used tires or mixed plastic waste, which was not previously recycled, into pyroly- sis oil. We can feed this pyrolysis oil into our Verbund structure in place of fossil raw materials and use it to make new products based on a certified mass balance approach. This reduces waste, saves resources and simultaneously reduces the carbon footprint of our products. One example is StyroporⓇ Ccycled TM, which is used to manufacture products like insulated transport boxes for temperature- sensitive goods such as coronavirus vaccines. Another application is functional textiles. For example, VAUDE will be launching outdoor pants made using our UltramidⓇ Ccycled TM polyamide from 2022. BASF Report 2021 Management's Report - In Focus: Sustainable Solutions In focus: BASF Solutions for a Solutions based on chemistry are fundamental to a sustainable future. Every day, around 111,000 employees at BASF work to turn good ideas into innovative products that help solve global challenges such as climate change, resource scarcity or food supply. ΚΣΕ 143 Although one of BASF's oldest products, sodium nitrate is also used for innovative applications: Its excellent heat storage properties makes the technical salt ideal for solar thermal plants. BASF supplies it to one of the largest solar projects in the world - Noor Energy 1 in Dubai. Enabling climate-smart mobility The transportation sector is one of the largest sources of green- house gases. In Europe, for example, around one-quarter of all CO2 emissions are caused by road traffic. BASF helps to reduce exhaust emissions and vehicle fuel consumption with innovative solutions to treat exhaust gases such as zeolite SCR catalysts or tri-metal catalyst technology (see page 82), KeropurⓇ fuel addi- tives or lightweight high-performance plastics such as UltramidⓇ, UltradurⓇ or Elastoflex®. At the same time, as a leading supplier of battery materials for lithium-ion batteries, we are paving the way for the age of electro- mobility. Here, too, the focus is on sustainability – from the respon- sible procurement of mineral raw materials and the most economical use in production to recycling at the end of the life cycle. In the future, the carbon footprint of our European production will be significantly below the industry standard thanks to our efficient manufacturing processes, the high share of renewable energy, and regional pro- curement and recycling of key raw materials. Sustainable Future expects to save around 3,700 metric tons of kerosene and reduce CO2 by around 11,700 metric tons every year. In aviation, the Novaflex Sharkskin surface film developed jointly with Lufthansa Technik leads to noticeable CO2 reductions. Its structure is modeled on sharkskin and optimizes aerodynamics at the flow- related parts of the aircraft. The sharkskin technology will be used on Lufthansa Cargo's entire freighter fleet from 2022. Through its use on the 10 Boeing 777F freighters alone, Lufthansa Technik Avoiding CO₂ through efficient thermal insulation <>=144 An important lever in reducing CO2 is the energy efficiency of build- ings. For a number of years now, we have also offered biomass balance versions of our proven insulating materials StyroporⓇ, NeoporⓇ, StyrodurⓇ and ElastopirⓇ. Under a certified mass balance method, we replace 100% of the fossil raw materials used in the production of these product lines with renewable feedstocks. This significantly reduces the carbon footprint of the end product - in the case of NeoporⓇ BMB, by 66% per cubic meter of insulation panel compared with conventional NeoporⓇ. BASF Report 2021 Management's Report - In Focus: Sustainable Solutions Other examples are the amine-based hardeners Baxxodur® EC 301 and EC 201. Both have proven effective in processing epoxy resins for the manufacture of rotor blades for modern wind turbines. BaxxodurⓇ hardeners contribute significantly to the advantageous properties of the cured epoxy resin, such as low weight, high mechanical strength, and high chemical and thermal resistance - all of which are key to the longevity of rotor blades. BASF products enable renewable energies to be used more effi- ciently. One example is solar salt. This mixture of sodium nitrate and potassium nitrate is used in concentrated solar power (CSP) plants (image left). As a heat transfer fluid at high temperatures of over 550 degrees Celsius, molten solar salt allows solar energy to be stored and thus used even in bad weather or at night. Making better use of sun and wind Creating new products from waste For more information on innovation, see page 49 onward Procurement, supply chain and infrastructure Supply security for raw materials, energy and services is increas- ingly affected by trade disputes, protectionism and geopolitical conflict. In addition, supply chains are increasingly threatened by disruptions such as suppliers' production bottlenecks, interrupted logistics chains, extreme weather events, and longer-lasting effects from the coronavirus pandemic. Climate change and extreme weather events are impacting the availability of renewable resources. We expect that the digital disruption of established processes will lead to a sharp increase in efficiency and effectiveness in some fields. BASF is therefore committed to taking a leading role in the digital transformation of the chemical industry. Possible applications of digital technologies and solutions are evaluated along the entire value chain and implemented throughout the company, for exam- ple, in production, logistics, research and development, business models and corporate governance. These risks, as well as the introduction of new environmental regu- lations (for example, carbon fees), can have an impact on purchas- ing prices. Transportation costs are significantly affected by capacity constraints (for example, a lack of truck drivers, traffic jams due to inadequate logistics infrastructure). Most employees are granted company pension benefits from either defined contribution or defined benefit plans. We predominantly finance company pension obligations externally through separate plan assets. This particularly includes BASF Pensionskasse WaG and BASF Pensionstreuhand e.V. in Germany, in addition to the large pension plans of our Group companies in North America, the United Kingdom and Switzerland. To address the risk of underfund- ing due to market-related fluctuations in plan assets, we have investment strategies that align return and risk optimization to the structure of the pension obligations. Stress scenarios are also simu- lated regularly by means of portfolio analyses. An adjustment to the We are seeing an ongoing expansion of the regulatory framework affecting us and our suppliers. Potential non-compliance by our suppliers may lead to a reduced supplier base. Moreover, the avail- ability of renewable energies depends largely on favorable prices and framework conditions. Management's Report - Opportunities and Risks To assess the changing risks for our sites from climate change, climate data based on the latest scenarios of the Intergovernmental Panel on Climate Change (IPCC) were compiled for our sites in cooperation with an external partner. This enables the sites to BASF Report 2021 < > 159 Further risks may arise from increasing state protectionism and the demand for localization of intellectual property in order to achieve technological independence. Through our Know-how Verbund in research and development, we ensure that critical intellectual prop- erty is generated and protected in countries with high intellectual- property standards. assess the potential impact of climate change in the coming decades. Here, we focus on a climate protection scenario, supple- mented by two scenarios with medium and high levels of global warming. The most common potential impact is an increase in heat and drought. The findings can be considered in the development of site strategies. The availability of our infrastructure, production plants and supply chains can be negatively affected by system downtime, confiden- tiality breaches, or manipulation of data in critical IT systems and applications. The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology, and have far more resources available. These risks are continuously analyzed and appropriate strategies and measures developed to minimize the impact on BASF. There are technical and commercial risks of failure associated with every single research and development project. We also address this by maintaining a balanced and comprehensive project portfolio as well as through professional, milestone-based project management. BASF Report 2021 Innovation interest rates used in discounting pension obligations leads immedi- ately to changes in equity. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclu- sively offered defined contribution plans for future years of service. Some of these contribution plans include minimum interest guarantees. If the pension fund cannot generate this, it must be provided by the employer. A permanent continuation of the low interest rate environment could make it necessary to recognize pension obligations and plan assets for these plans as well. Portfolio development through investments Strategic opportunities and risks Long-term demand development We assume that growth in chemical production (excluding pharma- ceuticals) will be about as strong as that of the global gross domestic product over the next five years and stronger than the five-year average prior to the coronavirus pandemic. Through our market-oriented and broad portfolio, which we will continue to strengthen in the years ahead through investments in new produc- tion capacities, research and development activities and acquisi- tions, we aim to achieve volume growth that slightly exceeds this market growth. Should global economic growth see unexpected, considerable deceleration because of prolonged restrictions due to the coronavirus pandemic, an ongoing weak period in the emerging markets, protectionist tendencies or geopolitical crises, the expected growth rates could prove too ambitious. For more information on the corporate strategy, see page 26 onward Development of competitive and customer landscape We expect competitors from Asia and the Middle East in particular to gain increasing significance in the years ahead. Furthermore, we predict that many producers in countries rich in raw materials will expand their value chains in consumer-oriented sectors. In addition, the proliferation of large-scale digital marketplaces for chemicals could impact existing customer and supplier relationships. We expect the trend toward increased sustainability requirements in our customer industries to continue. Our aim is to leverage the resulting opportunities in a growing market with even more sustain- able innovations. The key areas are products with a lower or even net zero carbon footprint, circular economy solutions, and safe and sustainable products. To be successful in these fields, we have launched specific research and investment programs for the sustainable transformation of BASF. Furthermore, we began apply- ing the Sustainable Solution Steering method to the evaluation of innovation projects and integrated it at an early stage of our research and development processes. In this way, we are steering our inno- vation portfolio toward increased sustainability, which leads to higher profitability while reducing reputational and financial risks as well. Management's Report - Opportunities and Risks We expect a continuous rise in customer demand for sustainable solutions, for example, products with a low carbon footprint, made from recycled, circular, or bio-based raw materials that are bio- degradable, or products with other measurable sustainability benefits. We are therefore addressing these topics in research and investment programs for the sustainable transformation of BASF. Companies with a proven track record of providing more sustainable solutions will be able to achieve higher growth and profitability as a result. The expansion of sharing economy business models could have a long-term impact on demand in individual customer indus- tries. At the same time, higher demands on product features can also create opportunities for innovation. To maintain our competitiveness, we are continuously improving our production processes, streamlining our administration and simplify- ing workflows and processes as part of our excellence programs. Our research and business focus is on highly innovative businesses and differentiation through sustainability advantages to make our customers and BASF more successful. For more information on the Excellence Program, see page 21 Regulation/policy We expect to achieve continued regulatory and societal pressure, climate-neutral energy production, climate-neutral energy consump- tion, and a climate-neutral resource and raw material base. The political approaches to address these issues will vary greatly from region to region. However, based on Europe in particular, we expect measures with a high level of regulation and detail that will have the potential to significantly impact the competitiveness of BASF's operations and product portfolio. Furthermore, we see the risk of the current geopolitical shift in bal- ance of power leading to the establishment of uncoordinated or divergent global legislative standards and regulatory systems, not just in relation to chemicals, but also to environmental, social and corporate governance criteria and the regulatory framework for digitalization. We counter these risks as part of our corporate strategy. We explain our strategy in meetings with political decision-makers and social stakeholders. In doing so, we also inform ourselves of the changes we must undergo and advocate for a favorable and stable regu- latory framework at both the national and international level. We consider BASF to be in a strong position to contribute solutions toward achieving U.N. development goals, particularly regarding climate neutrality, through new technologies, innovative products and processes and our broad product portfolio. < > 158 We expect growth in chemical production in emerging markets to remain above the global average in the years to come. This will create opportunities that we want to exploit by expanding our local presence. In addition, regional value chains help mitigate risks from trade conflicts and barriers that pose a challenge to global markets and supply chains. Evaluation of the control environment Investments in more sustainable technologies represent a long-term opportunity, even though they may not be competitive or profitable in the short term, depending on the market and the prevailing regu- latory framework. For more information on our positions on and contributions to climate protection, see basf.com/en/sustainable-solution-steering 160 - The process for identifying, evaluating, managing and controlling risks related to preparing the Consolidated Financial Statements as well as monitoring these processes in the selected companies com- prises the following steps: Moreover, a centralized selection process identifies companies that are exposed to particular risks, that are material to the Consolidated Financial Statements of the BASF Group, or that provide service processes. The selection process is conducted annually. Persons responsible for implementing the requirements for an effective con- trol system in financial reporting are appointed at the relevant companies. Material risks for the BASF Group regarding a reliable control envi- ronment for proper financial reporting are reviewed and updated on an annual basis. Risks are compiled into a central risk catalog. An internal control system for financial reporting continuously moni- tors these principles. To this end, methods are provided to ensure that evaluation of the internal control system in financial reporting is structured and uniform across the BASF Group. They also work in accordance with the international risk management standard, COSO II Enterprise Risk Management - Integrated Framework. For more information on opportunities and risks from energy policies, see page 155 <>=154 BASF Report 2021 Employees involved in the accounting and reporting process meet the qualitative requirements and participate in training on a regular basis. There is a clear assignment of responsibilities between the specialist units, companies and service units involved. We strictly adhere to the principles of segregation of duties and dual control, or the "four-eyes principle." Complex actuarial reports and evaluations are produced by specialized service providers or specially qualified employees. applicable in the European Union, defines the significant processes and deadlines for the Group. There are binding directives for the internal reconciliations and other accounting operations within the Group. Standard software is used to carry out the accounting pro- cesses for the preparation of the individual financial statements as well as for the Consolidated Financial Statements. There are clear rules for the access rights of each participant in these processes. Research units Service units Risks from pension obligations The Consolidated Financial Statements are prepared by a unit in the Corporate Finance department. The Consolidated Financial State- ments are derived from the separate financial statements of the subsidiaries and joint operations, taking into account the relevant data for the joint ventures and associated companies accounted for using the equity method. The BASF Group's accounting process is based on a uniform accounting guideline that, alongside accounting policies based on the International Financial Reporting Standards Management's Report - Opportunities and Risks Decisions on the type, scope and location of our investment projects are made on the basis of established comprehensive assessment processes. They take into account long-term forecasts for market, margin and cost development, raw material availability as well as country, currency, sustainability and technology risks. Opportunities and risks arise from potential deviations in actual developments from our assumptions. For more information on energy and climate protection, see page 126 onward Our decentralized specialists use a central decision tree to docu- ment reportable sustainability risks within the meaning of sec- tion 289b et seq. of the German Commercial Code. No reportable residual net risks within the meaning of section 289b et seq. of the German Commercial Code were identified for 2021. For more information on our investment projects, see page 150 onward Acquisitions, divestitures and cooperations In the future, we will continue to expand and refine our portfolio through acquisitions that promise above-average profitable growth, are innovation-driven or offer a technological differentiation and help achieve a relevant market position, and make new, sustainable busi- ness models possible. The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of syner- gies, or the assumption of obligations that were not precisely quantifiable in advance. If our expectations in this regard are not met, risks could arise, such as the need to impair intangible assets; however, there could also be opportunities, for example, from additional synergies. Divestitures also play a key role in the development of our portfolio. Risks could arise from divestitures as a result of potential warranty claims or other contractual obligations, such as long-term supply agreements. For more information on our acquisitions and divestitures, see page 41 Recruitment and long-term retention of qualified employees BASF anticipates growing challenges in attracting qualified employ- ees in the medium and long term due to demographic change, especially in North America and Europe. As a result, there is an increased risk that job vacancies may not be filled, or only after a delay. We address these risks with measures to integrate diversity, employee and leadership development, and intensified employer branding. At local level, demographic management includes succes- sion planning, knowledge management and offerings to improve the balance between personal and professional life, and promote healthy living. This increases BASF's appeal as an employer and retains our employees in the long term. For more information on individual initiatives and our targets, see page 97 onward For more information on sustainability management, see page 45 onward Sustainability We reduce potential risks in the areas of environmental protection, safety and security, health protection, product stewardship, com- pliance, supplier relationships and labor and social standards by setting ourselves globally uniform requirements. These sometimes go beyond local legal requirements. Our globally applicable Code of Conduct defines a binding framework for the activities of all BASF employees, leaders and members of the Board of Executive Direc- tors. To ensure compliance with our internal standards, we have global management systems in place and monitor their implementa- tion internally by means such as global surveys and audits. Expec- tations of suppliers are laid down in our global Supplier Code of Conduct. We have suppliers with a high potential sustainability risk evaluated by third parties, either through sustainability evaluations or on-site audits. The monitoring systems are complemented by grievance mechanisms such as our compliance hotlines. Furthermore, ongoing climate change poses both opportunities and risks for BASF. As an energy-intensive company, climate-related risks arise particularly from regulatory changes, such as in carbon prices through emissions trading systems, taxes or energy legisla- tion. In addition, BASF's emissions footprint and intensity could lead to a negative perception and reduced appeal among external stake- holders such as customers or investors. We counter these risks with our carbon management measures and by transparently disclosing our positions on and contributions to climate protection (such as political demands, progress in the implementation of our climate strategy and how our products help to protect the environment) in publicly accessible sources (such as this annual report or on the BASF website) and in direct dialog with external stakeholders. 1 The assessment model was based on the IPCC climate change scenario SSP1-2.6, supplemented by SSP2-4.5 (medium global warming scenario) and SSP5-8.5 (high global warming scenario). BASF Report 2021 Management's Report - Opportunities and Risks < > In addition to climate-related risks, there are also opportunities. Our broad product portfolio includes, among other things, solutions for the circular economy and climate protection (such as insulation foams for buildings, materials for electromobility and bio-based products). Increased social awareness offers additional market opportunities for these products. We are working with numerous scientific and public organizations and initiatives on solutions for sustainable agriculture that meet economic, environmental, and social demands over the long term. Opportunities and risks that could arise from material sustainability topics can only rarely be measured in specific financial terms and have an impact on business activities, especially in the medium to long term. Until 2020, BASF offered leaders the opportunity to participate in a share price-based compensation program. The need for provisions for this program varies according to the development of the BASF share price and the MSCI World Chemicals Index; this leads to a corresponding increase or decrease in personnel costs. We implemented a package of climate resilience measures for our Verbund site in Ludwigshafen, Germany, to address low water levels on the Rhine River: We developed an early warning system for low water, created multimodal transportation concepts, chartered more ships that can navigate low water levels and, in cooperation with projects are suspended. Following the impairments recognized in the third quarter of 2020, we currently consider the risk of further impairment for assets such as property, plant and equipment, goodwill, technologies and trademarks to be immaterial. The same applies to investments accounted for using the equity method, with the exception of Wintershall Dea, which was remeasured at fair value in 2019. As the value of the shareholding is dependent on expected oil and gas price developments, impairments of the share- holding and of the assets held by the company are possible. <>=155 Regulation/policy Risks for us can arise from intensified geopolitical tensions, new trade sanctions, stricter emissions limits for plants, and energy and climate laws. In addition, changes in chemical regulations can affect both the BASF Group's product portfolio and that of our customers, for example, on the use or registration of agrochemicals. Political measures could also give rise to opportunities. For example, we view measures around the world to increase energy effi- ciency and reduce greenhouse gas emissions as an opportunity for increased demand for our products, such as our insulation foams for buildings, catalysts, battery materials for electromobility, or our solutions for wind turbines. Our broad product portfolio enables us to, in some cases, offer alternatives if new chemicals have to be developed as a result of restrictions in connection with the REACH chemicals regulation or new standards in our customers' industries. Procurement and supply chain We minimize procurement risks through our broad portfolio, global purchasing activities and the purchase of raw materials on spot markets. If possible, we avoid procuring raw materials from a single supplier. When this cannot be avoided, we try to foster competition or we knowingly enter into this relationship and assess the conse- quences of potential nondelivery. We continuously monitor the credit risk of important business partners. Around the world, the frequency and intensity of extreme weather conditions (such as high/low water levels on rivers, heat/cold waves and hurricanes) are increasing as a result of climate change. We address the risk of supply interruptions on the procurement and sales side caused by extreme weather conditions by switching to alternative logistics carriers and the possibility of falling back on unaffected sites within our global Verbund. Management's Report - Opportunities and Risks Significant features of the internal control and risk management system with regard to the Group financial reporting process Investments and production We try to prevent unscheduled plant shutdowns by adhering to high technical standards and by continuously improving our plants. We reduce the effects of an unscheduled shutdown on the supply of intermediate and end products through diversification within our global production Verbund. - In the event of a production outage caused by an accident, for example - our global, regional or local emergency response plans and crisis management structures are engaged, depending on the impact scope. Every region has crisis management teams on a local and regional level. They not only coordinate the necessary emer- gency response measures, they also initiate immediate measures for damage control and resumption of normal operations as quickly as possible. Crisis management also includes dealing with extreme weather conditions such as hurricanes (for example, at the sites on the Gulf of Mexico in Freeport, Texas, and Geismar, Louisiana) or signifi- cantly elevated water temperatures in rivers due to extended heat waves, which limit the available cooling capacity (for example, at the Ludwigshafen site in Germany). Appropriate precautions are taken at the sites in the case of a potential change in risk in connection with climate change. For example, over the past few years, the Verbund site in Ludwigshafen, Germany, has implemented several measures to increase cooling capacity, including expanding and optimizing the central recooling plants and optimizing cooling water flows. These are capable of preventing production outages due to extreme heatwaves. Short-term risks from investments can result from, for example, technical malfunctions or schedule and budget overruns. We counter these risks with highly experienced project management and controlling. Acquisitions, divestitures and cooperations partners, developed a special type of ship designed for extreme low-water situations. These measures are already making longer periods of low water on the Rhine River more manageable. We constantly monitor the market in order to identify possible acqui- sition targets and develop our portfolio appropriately. In addition, we collaborate with customers and partners to jointly develop new, competitive products and applications. BASF Report 2021 Competition In order to mitigate the risks to the financial reporting processes listed in our central risk catalog, critical processes and control activities are documented. Assessment of control activities After documentation, a review is performed to verify whether the described controls are capable of adequately covering the risks. In the subsequent test phase, spot checks are carried out to test whether, in practice, the controls were executed as described and effective. Monitoring of control weaknesses The responsible managers receive reports on any control weak- nesses identified and their resolution; and an interdisciplinary committee investigates their relevance to the BASF Group. The Board of Executive Directors and the Audit Committee are informed if control weaknesses with a considerable impact on financial reporting are identified. Only after material control weak- nesses have been resolved does the company's managing direc- tor confirm the effectiveness of the internal control system. Internal confirmation of the internal control system All managing directors and chief financial officers of each consoli- dated Group company must confirm to the Board of Executive Directors of BASF SE every half-year and at the end of the annual cycle, in writing, that the internal control system is effective with regard to accounting and reporting. Operational opportunities and risks We continuously enhance our products and solutions in order to maintain competitive ability. We monitor the market and the compe- tition, and try to take targeted advantage of opportunities and counter emerging risks with suitable measures. Aside from inno- vation, key components of our competitiveness are our ongoing cost management and continuous process optimization. Market growth We also consider opportunities and risks caused by deviations in assumptions. Stronger demand resulting from faster eradication of the coronavirus pandemic, for example through sustained efficacy and growing acceptance of coronavirus vaccines and drugs, will give rise to macroeconomic opportunities. A significant macro- economic risk arises from the possibility that measures to contain the coronavirus are kept in place for a longer period of time or aug- mented, and, as a result, negatively affect global supply chains and slow global economic growth. Further increases in energy prices, caused, for example by an escalation of the conflict between Russia and Ukraine, and the resulting higher inflation rates for manufacturer and consumer prices also pose a risk to the economy. Additional macroeconomic risks result from the escalation of other geopolitical conflicts and a renewed intensification of the trade conflict between the United States and China. Both can have a considerable impact on global demand for intermediate goods for industrial production and demand for investment goods. Weather-related influences can result in positive or negative effects on our business, particularly in the Agricultural Solutions segment. Margins Opportunities and risks for the BASF Group primarily result from higher or lower margins in the Chemicals and Materials segments. Opportunities arise here if the positive margin trend continues for longer than expected. However, further increases in energy and raw materials prices in particular, new capacities and raw materials shortages could increase margin pressure on a number of products and value chains. This would have a negative effect on our EBIT. Moreover, if oil and gas prices rise, Wintershall Dea does not have a compensating effect on the BASF Group's EBIT because this shareholding is no longer reported in EBIT, but in net income from shareholdings. The year's average oil price for Brent crude was $71 per barrel in 2021, compared with $42 per barrel in the previous year. For 2022, we anticipate an average oil price of $75 per barrel. We therefore expect price levels for the raw materials and petrochemical basic products that are important to our business to rise. The development of our sales markets is one of the strongest sources of opportunities and risks. For more details on our assump- tions regarding short-term growth rates for the global economy, regions and key customer industries, such as the chemicals, auto- motive and construction sectors, see Economic Environment in 2022 on pages 145 to 147. Opportunities and risks arise in connection with acquisitions and divestitures from the conclusion of a transaction, or it being com- pleted earlier or later than expected. They relate to the regular earnings contributions gained or lost as well as the realization of gains or losses from divestitures if these deviate from our planning assumptions. For more information on opportunities and risks from agreed transactions, see page 41 Personnel Our competitiveness on global markets is influenced by fluctuations in exchange rates. For BASF's sales, opportunities and risks arise in particular when the U.S. dollar exchange rate fluctuates. A full-year appreciation of the U.S. dollar against the euro by $0.01, which could result from a macroeconomic slowdown, would increase the BASF Group's EBIT by around €30 million, assuming other condi- tions remain the same. On the production side, we counter exchange rate risks by producing in the respective currency zones. Financial currency risks result from the translation of receivables, liabilities and other monetary items in accordance with IAS 21 at the closing rate into the functional currency of the respective Group company. In addition, we incorporate planned purchase and sales transactions in foreign currencies into our financial foreign currency risk management. These risks are hedged using derivative instru- ments, if necessary. Interest rate risks Interest rate risks result from potential changes in prevailing market interest rates. These can cause a change in the fair value of fixed- rate instruments and fluctuations in the interest payments for variable-rate financial instruments, which would positively or nega- tively affect earnings. To hedge these risks, interest rate swaps and combined interest rate and currency derivatives are used in individual cases. In addition to market interest rates, BASF's financing costs are determined by the credit risk premiums to be paid. These are mainly influenced by our credit rating and the market conditions at the time of issue. In the short to medium term, BASF is largely pro- tected from the possible effects on its interest result thanks to the balanced maturity profile of its financial indebtedness. BASF Report 2021 Management's Report - Opportunities and Risks Exchange rate volatility <>=157 In the catalysts business, BASF employs commodity derivatives for precious metals and trades precious metals on behalf of third parties and on its own account. Appropriate commodity derivatives are also traded to optimize BASF's supply of refinery products, gas and other petrochemical raw materials. To address specific risks associ- ated with these non-operating trades, we set and continuously monitor limits with regard to the type and volume of the deals concluded. Liquidity risks Risks from fluctuating cash flows are recognized in a timely manner as part of our liquidity planning. We have access to extensive liquidity at any time thanks to our good ratings, our unrestricted access to the commercial paper market and committed bank credit lines. In the short to medium term, BASF is largely protected against potential refinancing risks by the balanced maturity profile of its financial indebtedness as well as through diversification in various financial markets. Risk of asset losses We limit country-specific risks with measures based on internally determined country ratings, which are continuously updated to reflect changing environment conditions. We selectively use invest- ment guarantees to limit specific country-related risks. We lower credit risks for our financial investments by engaging in transactions only with banks with good credit ratings and by adhering to fixed limits. Creditworthiness is continuously monitored and the limits are adjusted accordingly. We reduce the risk of default on receivables by continuously monitoring the creditworthiness and payment behavior of our customers and by setting appropriate credit limits. Risks are also limited through the use of credit insurance and indi- vidual hedging strategies, such as guarantees. Due to the global activities and diversified customer structure of the BASF Group, there are no major concentrations of credit default risk. Impairment risks Asset impairment risk arises if the assumed interest rate in an impair- ment test increases, the predicted cash flows decline, or investment Risks from metal and raw materials trading The chief aim is the management of counterparty, transfer and currency risks for the BASF Group. As a part of risk management, activities in countries with transfer restrictions are continuously monitored. This includes, for example, regular analysis of the macroeconomic and legal environment, shareholders' equity and the business models of the operating units. Detailed guidelines and procedures exist for dealing with financial risks. Among other things, they provide for the segregation of finan- cial instrument trading and back office functions. Due to BASF's worldwide compensation principles, the develop- ment of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the company's success, among other factors. The correlation between variable compen- sation and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discount- ing pension obligations. Furthermore, changes to the legal environ- ment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, relevant developments are therefore constantly monitored in order to recognize risks at an early stage and enable BASF to carry out suitable measures. For more information on our compensation system, see page 102 For more information on risks from pension obligations, see page 157 Information technology risks BASF employs on a large number of IT systems. We use tech- nologies such as big data and the Internet of Things to develop new business models, corporate concepts and strategies and to respond appropriately to changing customer behavior. IT system downtime, confidentiality breaches and the manipulation of data stored in critical IT systems and applications can all have a direct impact on production and logistics processes. The threat environment has changed in recent years, as attackers have become better BASF Report 2021 Management's Report - Opportunities and Risks < > 156 organized, use more sophisticated technology, and have far more resources available. If data are lost or manipulated, this can, for example, negatively affect plant availability, delivery quality or the accuracy of our financial reporting. Unauthorized access to sensitive data, such as personnel records or customer data, competition- related information or research results, can result in legal conse- quences or jeopardize our competitive position. This would also be accompanied by the associated loss of reputation. To minimize such risks, BASF uses globally uniform processes and systems to ensure IT availability and IT security. These include stable and redundantly designed IT systems, backup processes, virus and access protection, encryption systems as well as integrated, Group- wide standardized IT infrastructure and applications. The systems used for information security are constantly tested, continuously updated, and expanded if necessary. In addition, our employees receive regular training on information and data protection. IT-related risk management is conducted using Group-wide regulations for organization and application, as well as an internal control system based on these regulations. The Cyber Defense Center was established in 2015 and is continu- ously being expanded in line with the growth in current requirements. BASF is also a member of Cyber Security Sharing and Analytics e.V. (CSSA) and a founding member of the Ger- man Cybersecurity Organization (DCSO) together with Allianz SE, Bayer AG and Volkswagen AG. BASF has also established an information security management system and is internationally certified according to IDIN EN ISO/IEC 27001:2017. Legal disputes and proceedings We constantly monitor current and potential legal disputes and proceedings, and regularly report on these to the Board of Executive Directors and Supervisory Board. In order to assess the risks from current legal disputes and proceedings and any potential need to recognize provisions, we prepare our own analyses and assess- ments of the circumstances and claims considered. In addition, in individual cases, we consider the results of comparable proceedings and, if needed, independent legal opinions. Risk assessment is particularly based on estimates as to the probability of occurrence and the range of possible claims. These estimates are the result of close cooperation between the relevant operating and service units together with Corporate Finance and Corporate Legal. If sufficient probability of occurrence is identified, a provision is recognized accordingly for each proceeding. Should a provision be unneces- sary, general risk management continues to assess whether these litigations nevertheless represent a risk for the BASF Group's EBIT. We use our internal control system to limit risks from potential infringements of rights or laws. For example, we try to avoid patent and licensing disputes whenever possible through extensive clear- ance research. As part of our Group-wide Compliance Program, our employees receive regular training. Tax The recognized tax-related opportunities and risks only concern taxes that impact the BASF Group's EBIT in the short term. These arise when BASF has taken a position that differs from the opinion of a competent administrative authority. If a tax payment has already been made and could be reclaimed, this is presented as an oppor- tunity. If, on the other hand, a potential payment is outstanding in accordance with the administrative opinion, this is a risk. We primarily evaluate opportunities and risks with regard to their proba- bility of occurrence and, if necessary, set up a provision for the rele- vant risk. If a provision is not necessary, this is taken into account in determining EBIT-relevant risks of the BASF Group. Financial opportunities and risks Long-term incentive program for senior executives Since 2020, BASF has offered its leaders the opportunity to partici- pate in a long-term incentive program (LTI program) in the form or a performance share plan. The LTI plan incentivizes the achievement of strategic growth, profitability and sustainability targets and takes into account the development of the BASF share price and the dividend. The need for provisions for this program varies according to assumptions on the degree of strategic target achievement, the development of the BASF share price and the dividend. This leads to a corresponding increase or decrease in personnel costs. For more information on our Group-wide Compliance Program, see page 171 onward Adherence to internal and external guidelines that are relevant to the maintenance of a reliable control environment is checked by means of a standardized questionnaire. Regions Business environment and sector Market growth Margins Competition Regulation/policy Company-specific opportunities and risks Procurement Supply chain Investments/production Personnel Possible variations related to: Acquisitions/divestitures/cooperations 2022 + Compliance/legal Tax Financial Exchange rate volatility Other financial opportunities and risks < €100 million ≥ €100 million < €500 million > €500 million < €1,000 million Information technology €1,000 million < €1,500 million Potential short-term effects on EBIT of key opportunity and risk factors subsequent to measures taken Executive Directors are also expressly obligated to follow these principles. Opportunities and Risks GRI 102, 201 The goal of BASF's risk management is to identify and evaluate opportunities and risks as early as possible and to take appropriate measures in order to seize opportunities and limit risks. The aim is to avoid risks that pose a threat to BASF's continued existence and to make improved managerial decisions to create value. We define opportunities as potential successes that exceed our defined goals. We understand risk to be any event that can negatively impact the achievement of our short-term operational or long-term strategic goals. ΚΣΕ 151 At a glance ■ Integrated process for opportunity and risk identification, assessment and reporting ■ ■ Decentralized management of specific opportunities and risks: aggregate reporting at Group level <>=152 Material opportunities and risks for 2022 arise from overall economic developments and margin volatility Overall assessment For 2022, we expect the overall economic recovery to continue and the coronavirus pandemic to weaken as the population becomes increasingly immunized. General economic uncertainty will never- theless remain high. The course of the pandemic is difficult to predict; in particular, mutations of the coronavirus may lead to further waves of infection. This can result in production stoppages and supply chain disruptions in our customer industries, with our suppliers and in our own production plants. Moreover, restricted economic activity resulting from further lockdowns can have a sig- nificant negative impact on aggregate demand. In addition, an ongoing low supply of energy and raw materials and the resulting high prices could cause inflation rates to rise further. This could dampen the production of energy-intensive products and consumer demand beyond our assumed level of slowed growth. An escalation of geopolitical conflicts as well as the ongoing trade conflicts between the United States and China and the associated slowdown of the economy also pose significant risks. Opportunities will arise from stronger demand growth, in particular from a greater reduction in pandemic-related risks than assumed by our forecasts. Rapidly increasing global vaccination rates and the approval of effective antiviral drugs against COVID-19 could be contributing factors. In addition to the uncertainties surrounding market growth and the development of key customer industries, material opportunities and risks for our earnings arise from margin volatility. According to our assessment, there continue to be no significant individual risks that pose a threat to the continued existence of the BASF Group. The same applies to the sum of individual risks, even in the case of a global economic crisis like the coronavirus crisis. Ultimately, however, residual risks (net risks) remain in all entrepre- neurial activities that cannot be ruled out, even by comprehensive risk management. As a non-integral shareholding, income from Wintershall Dea is reported in net income from shareholdings. The opportunities and risks resulting from the shareholding in Wintershall Dea are therefore not included in the outlook for the EBIT of the BASF Group. Oppor- tunities and risks that have an impact on net income from share- holdings and cash flow from the shares in Wintershall Dea are monitored and tracked through BASF's involvement in the relevant governing bodies. BASF Report 2021 Management's Report - Opportunities and Risks In order to effectively measure and manage identified opportunities and risks, we quantify these where appropriate in terms of proba- bility and economic impact in the event they occur. Where possible, we use statistical methods to aggregate opportunities and risks into risk factors. In addition, we use a qualitative evaluation scale for opportunities and risks if quantification is not possible. This enables us to not only evaluate economic impact but sustainability-related aspects as well. In this way, we achieve an overall view of opportu- nities and risks allowing us to aggregate risks at Group level and take effective risk management measures. ≥ €1,500 million < €2,000 million ≥ €2,000 million Outlook Identification and documentation of control activities We use standardized evaluation and reporting tools for the identi- fication and assessment of risks. The aggregation of opportuni- ties, risks and sensitivities at division and Group level using a Monte Carlo simulation helps us to identify effects and trends across the Group. We also aggregate qualitatively assessed risks at Group level using a risk portfolio. Our Group-wide Compliance Program aims to ensure adherence to legal regulations and the company's internal guidelines. Our global employee Code of Conduct firmly embeds these manda- tory standards into everyday business. Members of the Board of Organization of BASF Group's risk management Supervisory Board Corporate Audita Chief Compliance Officer External auditors Board of Executive Directors Risk Committee Corporate Center For more information on our sustainability management processes, see page 45 onward Corporate Development Corporate Legal, Compliance & Insurance Corporate Taxes & Duties Corporate Environmental Protection, Health & Safety Corporate Human Resources Corporate Communications & Government Relations Corporate Investor Relations Divisions a The Corporate Audit unit is part of the Corporate Center. Corporate Finance A catalog of opportunity and risk categories helps to identify all relevant financial and sustainability-related opportunities and risks as comprehensively as possible. We also systematically assess opportunities and risks with effects that cannot yet be measured in monetary terms, such as reputational and climate risks. To reflect these, risks for companies in connection with the transition to a low-carbon economy (transition risks) as well as physical risks as defined by the Task Force on Climate-related Financial Disclo- sures (TCFD), among others, were added to the catalog. Because global climate policy ambitions and the implementation of the relevant measures play a decisive role in the ongoing growth of the chemical industry and its customer industries, global long- term scenarios (up to 2050) with various global warming paths were defined. To assess the impact of different global climate policy approaches on our business units, the scenarios were discussed by the business units in workshops. Their feedback will be incorporated into the further development of scenario assumptions and outcomes. A dataset of scenario-specific macroeconomic parameters will be provided to test the eco- nomic feasibility of investments and business strategies. The Governance, Risk Management, Compliance (GRC) Policy, applicable throughout the Group, forms the framework for risk management and is implemented by the operating divisions, the service and research units and the regions according to their spe- cific business conditions. - BASF Report 2021 a Using a 95% confidence interval per risk factor based on planned values; summation is not permissible Risk management process The BASF Group's risk management process is based on the inter- national risk management standard, COSO II Enterprise Risk Management - Integrated Framework, and has the following key features: Organization and responsibilities Risk management is the responsibility of the Board of Executive Directors, which also determines the processes for approving investments, acquisitions and divestitures. The Board of Executive Directors is supported by the Corporate Center. Corporate Finance and Corporate Development, which are units within the Corporate Center, and the Chief Compliance Officer coordinate the risk management process at a Group level, examine financial and sustainability-related opportunities and risks, and provide the structure and appropriate methodology. Opportunity and risk management is thus integrated into the strategy, planning and budgeting processes. BASF's risk committee reviews the BASF Group's risk portfolio at least twice a year to evaluate any adjustments to risk-manage- ment measures and informs the Board of Executive Directors of these. Members of the risk committee are the president of Corporate Finance, the president of Corporate Development, the president of Corporate Legal, Compliance & Insurance and the heads of the Corporate Audit, Corporate Environmental Protec- tion, Health & Safety, Corporate Treasury, and Group Reporting & Performance Management units. - The management of specific opportunities and risks is largely delegated to the divisions, the service and research units and the regions, and is steered at a regional or local level. This also applies to sustainability-related topics relevant to BASF including the impact of climate change on BASF. A network of risk managers in the divisions, service and research units as well as in the regions advances the implementation of appropriate risk management practices in daily operations. Financial risks are an exception. The management of liquidity, currency and interest rate risks is con- ducted in the Corporate Finance department. The management - - - of commodity price risks takes place in the Global Procurement unit or in authorized Group companies. The BASF Group's management is informed of short-term opera- tional opportunities and risks that fall within an observation period of up to one year in the monthly management report produced by Corporate Finance. In addition, Corporate Finance provides infor- mation twice a year on the aggregated opportunity/risk exposure of the BASF Group. Furthermore, any arising individual risks which have an impact of more than €10 million on earnings or risks qualitatively evaluated to have a material impact, for example, reputational risks, must be reported immediately. As part of strategy development, the Corporate Development unit additionally conducts strategic opportunity/risk analyses with a 10-year assessment period. These analyses are annually reviewed as part of strategic controlling and are adapted if necessary. Scenarios were also developed to map possible developments beyond the ten-year horizon. BASF's Chief Compliance Officer (CCO) manages the imple- mentation of our Compliance Management System, supported by additional compliance officers worldwide. The CCO regularly reports to the Board of Executive Directors on the status of imple- mentation as well as on any significant results and provides a status report to the Supervisory Board's Audit Committee at least once a year, including any major developments. The Board of Executive Directors immediately informs the Audit Committee about significant incidents. The internal audit unit (Corporate Audit) is responsible for regu- larly auditing the risk management system established by the Board of Executive Directors in accordance with section 91(2) of the German Stock Corporation Act. Furthermore, as part of its monitoring of the Board of Executive Directors, the Supervisory Board considers the effectiveness of the risk management system. The suitability of the early detection system we set up for risks is evaluated by our external auditor. BASF Report 2021 Management's Report - Opportunities and Risks <>=153 Tools - - - Management's Report - Opportunities and Risks Supervisory Board The fundamental elements of BASF SE's corporate governance system are: its two-tier system, with a transparent and effective separation of company management and supervision between BASF's Board of Executive Directors and the Supervisory Board; the equal representation of shareholders and employees on the Super- visory Board; and the shareholders' rights of co-administration and supervision at the Annual Shareholders' Meeting. advises the Board of Executive Directors BASF Report 2021 185 Declaration of Corporate Governance 184 Declaration of Conformity Pursuant to Section 161 AktG 177 Report of the Supervisory Board 175 Supervisory Board. 174 Board of Executive Directors 174 Management and Supervisory Boards 171 Compliance 162 Corporate Governance Report. Overviews To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Contents Q< >= 161 Corporate Governance BASF Report 2021 Corporate Governance - Corporate Governance Report Corporate Governance Report Corporate governance refers to the entire system for managing and supervising a company. This includes its organization, values, corporate principles and guidelines as well as internal and external control and monitoring mechanisms. Effective and transparent corporate governance ensures that BASF is managed and supervised responsibly with a focus on value creation. It fosters the confidence of our investors, the financial markets, our customers and other business partners, employees, and the public in BASF. < > monitors the Board of Executive Directors appoints the Board of Executive Directors Board of Executive Directors Two-tier management system of BASF SE The members of the Board of Executive Directors, including their areas of responsibility and memberships on the supervisory bodies of other companies, are listed from page 174 onward Compensation of the Board of Executive Directors is described in the Compensation Report at basf.com/compensationreport For more information on risk management, see the Forecast from page 151 onward parts of enterprises, as well as the issue of bonds or comparable financial instruments. However, this is only necessary if the acquisi- tion or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the last approved Consoli- dated Financial Statements of the BASF Group. Corporate Governance - Corporate Governance Report BASF Report 2021 The Statutes of BASF SE and the Supervisory Board have defined certain transactions that require the Board of Executive Directors to obtain the Supervisory Board's approval prior to their conclusion. Such cases include the acquisition and disposal of enterprises and The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company's strategic orienta- tion with the Supervisory Board. < > 163 The Board can set up Board committees to consult and decide on individual issues such as proposed material acquisitions or dives- titures; these must include at least three members of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board. Independently of the affected business area, these com- missions carefully assess the planned measures and evaluate the associated opportunities and risks. Based on this information, they report and make recommendations to the Board. Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors' Rules of Procedure or through resolutions adopted by the Board, are made at regularly held Board meetings called by the chair of the Board of Executive Directors. Board decisions are based on detailed information and analyses provided by the business areas and specialist units, and, if deemed necessary, by external consultants. Board decisions can generally The Board's actions and decisions are geared toward the com- pany's best interests. It is committed to the goal of sustainably increasing the company's value. Among the Board's responsibilities is the preparation of the Consolidated and Separate Financial State- ments of BASF SE and reporting on the company's financial and nonfinancial performance. Furthermore, it must ensure that the company's activities comply with the applicable legislation and regulatory requirements, as well as internal corporate directives. This includes the establishment of appropriate systems for control, com- pliance and risk management as well as establishing a company-wide compliance culture with undisputed standards. of company management, the Board of Executive Directors agrees on the corporate goals and strategic direction of the BASF Group as well as its individual business areas; determines the company's internal organization; and decides on the composition of manage- ment on the levels below the Board. It also manages and monitors BASF Group business by planning and setting the corporate budget, allocating resources and management capacities, monitor- ing and making decisions on significant individual measures, and supervising operational management. The Board of Executive Directors is responsible for the management of the company, and represents BASF SE in business undertakings with third parties. BASF's Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the Board of Executive Directors' activities and decides on its composition. A member of the Board of Executive Directors cannot simulta- neously be a member of the Supervisory Board. As the central duty Direction and management by the Board of Executive Directors ■ Strictly separate from the Supervisory Board Sets goals and strategic direction Responsible for company management and represents BASF SE in business with third parties At a glance Board of Executive Directors 162 be made via a simple majority. In the case of a tied vote, the casting vote is given by the chair of the Board. However, the chair of the Board does not have the right to veto the decisions of the Board of Executive Directors. Members of the Board of Executive Directors are authorized to make decisions individually in their assigned areas of responsibility. 3 Disclosures according to section 315a of the German Commercial Code (HGB) and explanatory report of the Board of Executive Directors according to section 176(1) sentence 1 of the German Stock Corporation Act (AktG) < > The Rules of Procedure for the Supervisory Board and its committees can be found at basf.com/supervisoryboard Competence profile, diversity concept and objectives for the composition of the Supervisory Board One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board, are appropriately filled. On December 21, 2017, the Supervisory Board therefore agreed on objectives for the composition, the competence profile and the diversity concept of the Supervisory Board in accordance with section 5.4.1 of the German Corporate Governance Code in the version dated February 7, 2017, and section 289f(2) no. 6 of the German Commercial Code (HGB). These were expanded on December 19, 2019, in particular with respect to the criteria for assessing independence, based on the new recommendations of the German Corporate Governance Code, which was revised and amended in 2019 (2020 Code). The guiding principle for the compo- sition of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Directors of BASF SE. For the election of shareholder representatives to the Supervisory Board, individuals shall be nominated to the Annual Shareholders' Meeting who can, based on their professional expertise and experience, integrity, commitment, independence and character, successfully perform the work of a supervisory board member at an international chemical company. Competence profile The following requirements and objectives are considered essential to the composition of the Supervisory Board as a collective body: - Leadership experience in managing companies, associations and networks · Members' collective knowledge of the chemical sector and the related value chains - Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, law and compliance as well as one independent member with accounting and auditing expertise ("financial expert”) within the meaning of section 100(5) of the German Stock Corporation Act (AktG) - At least one member with in-depth experience in innovation, research & development and technology - At least one member with in-depth experience in digitalization, information technology, business models and start-ups - At least one member with in-depth experience in human resources, society, communications and the media Specialist knowledge and experience in sectors outside of the chemical industry For more information on the Supervisory Board's competence profile, see basf.com/competence-profile/supervisoryboard Diversity concept The Supervisory Board strives to achieve a reasonable level of diver- sity with respect to character, gender, international representation, professional background, specialist knowledge and experience as well as age distribution, and takes the following composition criteria into account: - At least 30% women and 30% men At least 30% of members have international experience based on their background or professional experience - At least 50% of members have different educational backgrounds and professional experience At least 30% under the age of 60 Further composition objectives · Character and integrity: All members of the Supervisory Board must be personally reliable and have the knowledge and experi- ence required to diligently and independently perform the work of a supervisory board member. - Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments to governing bodies and the recommen- dations of the German Corporate Governance Code must be complied with when accepting further appointments. Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Share- holders' Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed three regular statutory periods in office, which will correspond to 12 years in the future. Independence: To ensure the independent monitoring and con- sultation of the Board of Executive Directors, the Supervisory Board should have an appropriate number of independent mem- bers on the board as a whole, and an appropriate number of independent shareholder representatives. The Supervisory Board deems this to be the case if more than half of the shareholder representatives and at least eight members of the Supervisory Board as a whole can be considered independent. The Supervi- sory Board's assessment of independence is based on the criteria in the current version of the German Corporate Governance Code (2020 Code). Among other things, this means that members of the Supervisory Board are no longer considered independent if they have been a member of the board for 12 years or longer. The Supervisory Board has additionally defined the following principles to clarify the meaning of independence: The independence of employee representatives is not compromised by their role as an employee representative or employment by BASF SE or a Group company. Prior membership of the Board of Executive Directors of BASF SE does not preclude independence following the expiry of the statutory cooling-off period of two years. Material trans- actions between a Supervisory Board member or a related party or undertaking of the Supervisory Board member on the one hand, and BASF SE or a BASF Group company on the other, exclude a member of the Supervisory Board from being qualified as independent. A material transaction is defined as one or more BASF Report 2021 Corporate Governance - Corporate Governance Report For an overview of meeting attendance, see basf.com/supervisoryboard/meetings For more information on the Supervisory Board's activities and resolutions in the 2021 business year, see the Report of the Supervisory Board from page 177 onward with the additional option of virtual attendance via electronic communication. 166 Prof. Dr. Thomas Carell* Dame Alison Carnwath DBE* Liming Chen* Franz Fehrenbach Anke Schäferkordt* Duties - Identifies suitable individuals for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members for the Annual Shareholders' Meeting Strategy Committee Members Dr. Kurt Bock* (chair) Dame Alison Carnwath DBE* Franz Fehrenbach Waldemar Helber* Sinischa Horvat* Michael Vassiliadis Duties - - Handles the further development of the company's strategy Prepares resolutions of the Supervisory Board on the company's major acquisitions and divestitures Meetings and meeting attendance < > In the 2021 business year, meetings were held as follows: The Supervisory Board met five times. - The Personnel Committee met three times. - - The Audit Committee met five times. - The Nomination Committee met twice. - - The Strategy Committee did not meet. All members attended all meetings of the Supervisory Board. The meetings of the Supervisory Board committees were also attended by all relevant committee members. Due to the coronavirus pandemic, the meetings of the Supervisory Board and its committees in the 2021 business year were held in accordance with appropriate safety measures and in compliance with restrictions on assembly and travel as per the applicable infection prevention laws. They took place as in-person meetings Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 166 for the criteria used to determine independence) BASF Report 2021 Corporate Governance - Corporate Governance Report < > - For more information, see Note 32 to the Consolidated Financial Statements on page 285 167 Status of implementation As of December 31, 2021, the subscribed capital of BASF SE was €1,175,652,728.32, divided into 918,478,694 registered shares with no par value. Each share entitles the holder to one vote at the Annual Shareholders' Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates. There are neither different classes of shares nor shares with preferential voting rights (golden shares). The appointment and dismissal of members of the Board of Execu- tive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84 and 85 AktG as well as Article 7 of the Statutes of BASF SE. Accordingly, the Supervisory Board determines the num- ber of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors, and can nominate a chair, as well as one or more vice chairs. The members of the Board of Executive Directors are appointed for a maximum of five years. The maximum initial term of appointment is three years. Reappointments are permissible. The Supervisory Board can dis- miss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence by the Annual Shareholders' Meeting. The Supervisory Board decides on appointments and dismissals according to its own best judgment. BASF Report 2021 Corporate Governance - Corporate Governance Report < > 169 According to Article 59(1) of the SE Council Regulation, amend- ments to the Statutes of BASF SE require a resolution of the Annual Shareholders' Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to Ger- man stock corporations under the German Stock Corporation Act do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, section 179(2) of the German Stock Corporation Act requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve on amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after an issue of shares from authorized capital. By way of a resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 million by issu- ing new shares against contributions in cash or in kind (authorized capital). A right to subscribe to the new shares shall be granted to shareholders. This can also be achieved by a credit institution acquiring the new shares with the obligation to offer these to share- holders (indirect subscription right). The Board of Executive Directors is authorized to exclude the statutory subscription right of share- holders to a maximum amount of a total of 10% of share capital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization does not exceed 10% of the shares currently in issue or, in eligible indi- vidual cases, to acquire companies or shares in companies in exchange for surrendering BASF shares. By way of a resolution of the Annual Shareholders' Meeting on May 12, 2017, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to May 11, 2022, by way of a resolution of the Annual Shareholders' Meeting on May 12, 2017. A right to subscribe to the bonds shall be granted to shareholders. The Board of Execu- tive Directors is authorized to exclude the shareholders' subscription right in certain exceptional cases - as defined in Article 5(9) of the BASF SE Statutes. At the Annual Shareholders' Meeting on May 12, 2017, the Board of Executive Directors was authorized to purchase up to 10% of the shares in issue at the time of the resolution (10% of the company's share capital) until May 11, 2022. At the discretion of the Board of Executive Directors, the purchase can take place on the stock exchange or by way of a public purchase offer directed to all share- holders. The Board of Executive Directors is authorized to sell the repurchased company shares (a) through a stock exchange, (b) through a public offer directed to all shareholders and - with the approval of the Supervisory Board - to third parties, (c) for a cash payment that is not significantly lower than the stock exchange price at the time of sale and (d) for contributions in kind, particularly in connection with the acquisition of companies, parts of companies or shares in companies or in connection with mergers. In the cases specified under (c) and (d), the shareholders' subscription right is excluded. The Board of Executive Directors is furthermore autho- rized to retire the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the retired shares. Bonds issued by BASF SE and its subsidiaries grant the bearer the right to request early repayment of the bonds at nominal value if, after the date of issue of the bond, one person - or several persons acting together - hold or acquire a volume of BASF SE shares that corresponds to more than 50% of the voting rights (change of con- trol), and one of the rating agencies named in the bond's terms and conditions withdraws its rating of BASF SE or the bond, or reduces it to a noninvestment grade rating within 120 days of the change of control event. An exceptional change of control compensation awarded to out- going members of the Board of Executive Directors has not existed since January 1, 2020, as of the introduction of the amended com- pensation system for the Board of Executive Directors, which was approved by the Annual Shareholders' Meeting on June 18, 2020. The general rule for severance payments granted for premature terminations of appointments to the Board of Executive Directors applies, which states that the maximum severance payment may not exceed the amount of two years' compensation; however, this may not exceed the compensation for the remaining period of the contract. By contrast, employees of BASF SE and its subsidiaries who are classed as senior executives will still receive a severance payment if their contract of employment is terminated by BASF within 18 months of a change of control event, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change of control event. A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. The remaining specifications stipulated in section 315a HGB refer to situations that are not applicable to BASF SE. For more information on bonds issued by BASF SE, see basf.com/bonds Directors' and officers' liability insurance BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors' and officers' liability insurance). This policy pro- vides for the level of deductibles for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG (10% of damages up to 1.5 times the fixed annual compensation). BASF Report 2021 Corporate Governance - Corporate Governance Report Share ownership by members of the Board of Executive Directors and the Supervisory Board No member of the Board of Executive Directors or the Supervisory Board owns shares in BASF SE and related options or other deriva- tives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company. Share dealings of the Board of Executive Directors and Supervisory Board (Obligatory reportable and publishable directors' dealings under Article 19(1) of the E.U. Market Abuse Regulation 596/2014 (MAR)) As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as certain members of their families are required to disclose the purchase or sale of financial instruments of BASF SE (for example, shares, bonds, options, forward contracts, swaps) to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienst- leistungsaufsicht) and to the company if transactions within the calendar year exceed the threshold of €20,000. In 2021, a total of 26 purchases by members of the Board of Executive Directors and the Supervisory Board and members of their families subject to disclosure were reported as directors' dealings, involving between 18 and 2,500 BASF shares or BASF ADRS (American Depositary Receipts). The price per share was between €61.08 and €72.00. The volume of the individual trades was between €1,217.41 and €171,694.75. The disclosed share transactions are published on BASF SE's website. For more information on securities transactions reported in 2021, see basf.com/en/directorsdealings Information on the auditor The Annual Shareholders' Meeting of April 29, 2021, once again elected KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Separate Financial Statements of BASF SE for the 2021 business year, as well as the corresponding management's reports. KPMG member firms also audit the majority of BASF Group companies included in the Consolidated Financial Statements. KPMG has been the continuous auditor of BASF SE since the 2006 Financial Statements. A public call to tender was issued in 2015 to all auditors for the audit of the 2016 Consolidated and Separate Financial Statements, in line with the E.U. Regulation 537/2014 of April 16, 2014. Based on the results of the tendering process, the Audit Committee recom- mended to the Supervisory Board that it once again propose KPMG for election. Owing to the German Financial Market Integrity Strengthening Act (FISG), KPMG can only be proposed for election by the Annual Shareholders' Meeting as BASF's auditor without further tendering processes up to and including the 2023 business year. Dr. Stephanie Dietz has been the auditor responsible for the Consolidated Financial Statements since auditing the 2020 Financial Statements. Since the 2020 Financial Statements, the auditor responsible for the Separate Financial Statements has been Dr. Stephan Kaiser. The total fee paid to KPMG and auditing firms of the KPMG group by BASF SE and other BASF Group com- panies for non-audit services, in addition to the auditing fee, was €0.9 million in 2021. This represents around 4.7% of the fees for auditing the financial statements. For more information on the Declaration of Conformity 2021, the implementation of the Code's suggestions and the German Corporate Governance Code, see basf.com/en/corporate governance The joint Declaration of Conformity 2021 by the Board of Executive Directors and Supervisory Board of BASF SE is rendered on page 184 the same manner, BASF follows all of the nonobligatory suggestions of the German Corporate Governance Code. BASF advocates responsible corporate governance that focuses on sustainably increasing the value of the company. BASF SE follows all of the recommendations of the German Corporate Governance Code in the version dated December 16, 2019 (Code 2020), the version in force on submission of the Declaration of Conformity. In According to the Supervisory Board's own assessment, its current composition meets all of the requirements of the competence profile: Nine (five shareholder representatives and four employee representatives) of the 12 current members are considered indepen- dent based on the above criteria. As of January 2020, shareholder representative Franz Fehrenbach is no longer classified as indepen- dent, because he has been a member of the Supervisory Board since January 2008 and no longer meets the criterion of a member- ship duration of less than 12 years. Franz Fehrenbach will retire from the Supervisory Board on conclusion of the Annual Shareholders' Meeting on April 29, 2022. Employee representative Denise Schellemans, who has also been a member of the Supervisory Board since January 2008, and employee representative Michael Vassiliadis, who has been a member of the Supervisory Board since August 2004, are likewise no longer considered independent. For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the section after next on this page The independent Supervisory Board members are named under Management and Supervisory Boards from page 175 onward An overview of the fulfillment of the competence profile is available at basf.com/supervisoryboard Compensation of the Board of Executive Directors and the Supervisory Board The Compensation Report in accordance with section 162 of the German Stock Corporation Act (AktG) and the assurance statement of the substantive and formal audit issued by the auditor, the effec- tive compensation system for the Board of Executive Directors in accordance with section 87a AktG, as well as the most recent reso- lution of the Annual Shareholders' Meeting on the compensation of the Supervisory Board in accordance with section 113(3) AktG I have been made publicly available on the BASF website at basf.com/compensationreport. Commitments to promote the participation of women in leadership positions at BASF SE The supervisory board of a publicly listed European stock corpora- tion (SE) that is composed of the same number of shareholder and employee representatives must, according to section 17(2) of the SE Implementation Act, consist of at least 30% women and 30% men. Since the 2018 Annual Shareholders' Meeting, the Super- visory Board of BASF SE comprises four women, of whom two are shareholder representatives and two are employee representatives, and eight men. The Supervisory Board's composition meets the statutory requirements. As a target figure for the Board of Executive Directors according to section 111(5) AktG, the Supervisory Board determined that for the target-attainment period under the German Act on Equal Participa- tion of Men and Women in Management Positions (FüPoG I&II) from January 1, 2017, to December 31, 2021, the Board of Executive Directors of BASF SE should continue to have at least one female member. This represented 12.5% on the date the target was set (based on eight members of the Board of Executive Directors). Following the entry into force of the German Second Act on Equal Participation of Men and Women in Management Positions (FüPoG II), if the management board of a listed company consists of more than three persons, at least one woman and one man must be members of the management board (section 76(3a) AktG). There have been two female Board members since the appointment of Dr. Melanie Maas-Brunner to the Board of Executive Directors, effective as of February 1, 2021. Since Wayne T. Smith's departure from the Board of Executive Directors on May 31, 2021, the proportion of women has been 33.3%. The Board of Executive Directors also decided on new target figures for the proportion of women in the two management levels below the Board of Executive Directors of BASF SE: For the second target-attainment period that ended on December 31, 2021, these targets were 12.1% for the proportion of women in the management level directly below the Board, and 7.3% for the level below that. This corresponded to the status at the time these target figures were determined. At the end of the concluded target-attainment period, women made up 20.0% of the management level directly below the Board and 23.2% of the level below that. Both targets were therefore significantly exceeded. For the next target-attainment period from January 1, 2022, to December 31, 2026, the Board of Executive Directors resolved as targets the quotas achieved as of December 31, 2021: 20.0% for the proportion of women in the management level directly below the Board and 23.2% for the level below that. BASF views the further development and promotion of women as a global duty independent of individual Group companies. It has com- mitted to ambitious targets that were further raised in 2020. The new target is to increase the proportion of women in leadership worldwide to 30% by 2030. BASF will continue to work system- atically on expanding the percentage of women in its leadership team. To achieve this, global measures will be implemented and enhanced continuously. For more information on women in leadership positions in the BASF Group worldwide, see page 99 For more information on the inclusion of diversity, including promotion of women, see the chapter on Employees in the Management's Report on page 99 transactions in a single calendar year with a total volume of 1% or more of the sales of the companies involved in each case. In the same way, if a Supervisory Board member or a related party of a Supervisory Board member has a personal service or consulting agreement with BASF SE or one of its Group companies with an annual compensation of over 50% of the Supervisory Board compensation, they do not qualify as independent. Furthermore, if a Supervisory Board member or a related party of a Supervisory Board member holds more than 20% of the shares in a company in which BASF SE is indirectly or directly the majority shareholder, the necessary independence is also not met. The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/corporate governance Corporate Governance - Corporate Governance Report < > 168 Shareholders' rights At a glance · ■ Shareholders exercise rights of co-administration and supervision at Annual Shareholders' Meeting One share, one vote Shareholders exercise their rights of co-administration and super- vision at the Annual Shareholders' Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders' Meeting elects half of the members of the Super- visory Board and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor. Each BASF SE share represents one vote. All of BASF SE's shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share regis- ter according to the German Stock Corporation Act. There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed share- holders may exercise their voting rights at the Annual Shareholders' Meeting either personally, through a representative of their choice or through a company-appointed proxy authorized by the share- holders to vote according to their instructions. Individual instructions are only forwarded to the company on the morning of the day of the Annual Shareholders' Meeting. Voting rights can be exercised according to shareholders' instructions by company-appointed proxies until the beginning of the voting process during the Annual Shareholders' Meeting. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of "one share, one vote." All shareholders entered in the share register are entitled to partici- pate in the Annual Shareholders' Meetings, to have their say con- cerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Regis- tered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders' Meeting and to contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company's share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders' Meeting. Due to assembly restrictions resulting from the coronavirus pan- demic, the 2021 Annual Shareholders' Meeting again took place virtually without the physical presence of shareholders in accordance with special regulations prescribed by the German Act on Measures in Corporate Law, the Law of Cooperatives, Associations and Foun- dations and Residential Property Law to Combat the Effects of the COVID-19 Pandemic (GesRuaCOVBeKG), which was passed by the lower house of the German parliament (Bundestag) in March 2020 and extended until the end of 2021 with few amendments. To ensure legally compliant execution of this special Annual Share- holders' Meeting format, whereby shareholders participated solely via electronic communication, some of the aforementioned share- holder rights and options for action were limited or handled in an exceptional manner at this virtual meeting. After again being extended by the Bundestag, these special provisions are valid for Annual Shareholders' Meetings until August 31, 2022, as well. Implementation of the German Corporate Governance Code (GCGC) BASF Report 2021 Members Dr. Kurt Bock* (chair) Pursuant to the German Corporate Governance Code, Dame Alison Carnwath DBE, chair of the Audit Committee, has special knowl- edge of, and experience in, applying accounting and reporting stan- dards and internal control methods and is familiar with the annual audit. A further financial expert on the Supervisory Board is the vice chair of the Supervisory Board, Franz Fehrenbach. Chair elected by the Supervisory Board The number of members on the Board of Executive Directors is determined by the Supervisory Board. It is guided by insights gained by BASF as a company with an integrated leadership culture and is determined by the needs arising from cooperation within the Board of Executive Directors. The Supervisory Board considers six to be an appropriate number of Board members given the current busi- ness composition, future responsibilities associated with develop- ment and the fundamental organizational structure of the BASF Group. The current composition of the Board of Executive Directors meets the competence profile and the requirements of the diversity concept in full. BASF Report 2021 Corporate Governance - Corporate Governance Report < > 6 employee representatives 164 At a glance ■ Appoints, monitors and advises Board of Executive Directors Four Supervisory Board committees ■ Composition criteria: professional and personal qualifications, diversity, and independence Supervision of company management by the Supervisory Board The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Execu- tive Directors on management issues. As members of the Supervi- sory Board may not simultaneously be on the Board of Executive Directors, a high level of autonomy is already structurally ensured with regard to the supervision of the Board of Executive Directors. In addition to the SE Council Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement), which also includes the regulations applicable to BASF for implementing the statutory gender quota for the Super- visory Board. The German Codetermination Act does not apply to BASF SE as a European stock corporation (Societas Europaea, SE). Supervisory Board 6 shareholder representatives elected by the Annual Shareholders' Meeting and 12 members The first appointment of members of the Board of Executive Direc- tors is for a term of no more than three years. The standard age limit for members of the Board of Executive Directors is 63. Competence profile, diversity concept and succession planning for the Board of Executive Directors The Supervisory Board works hand in hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. BASF aims to fill most Board positions with leaders from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable individuals to the Supervisory Board. BASF's long-term succession planning is guided by the corporate strategy. It is based on systematic management development characterized by the following: Early identification of suitable leaders of different professional backgrounds, nationalities and genders - Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions - Desire to shape strategic and operational decisions, and proven success in doing so, as well as leadership skills, especially under challenging business conditions Role model function in putting corporate values into practice The aim is to enable the Supervisory Board to ensure a reasonable level of diversity with respect to education and professional experi- ence, cultural background, international representation, gender and age when appointing members of the Board of Executive Directors. 6 members appointed by the Supervisory Board Chair appointed by the Supervisory Board reports to Supervisory Board Irrespective of these individual criteria, a holistic approach will ulti- mately determine a person's suitability for appointment to the Board of Executive Directors of BASF SE. Both systematic succession planning and the selection process aim to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept: Many years of management experience in scientific, technical and commercial fields International experience based on background and/or profes- sional experience At least one female Board member Nomination Committee The Supervisory Board of BASF SE comprises 12 members. Six members are elected by the shareholders at the Annual Share- holders' Meeting. Six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. In accordance with the resolution of the Annual Shareholders' Meeting on June 18, 2020, the period of appointment for newly elected members of the Super- visory Board was reduced from five to four years; and the Statutes were amended accordingly. This ensures that the maximum mem- bership duration of 12 years up to which a Supervisory Board member can be classified as independent corresponds to a total of three election terms. In accordance with the German Corporate Governance Code (Code 2020), the Supervisory Board reduced the membership duration used as a basis for its independence rating from 15 to 12 years in December 2019. A balanced age distribution to ensure the continuity of the Board's work and enable seamless succession planning The Board of Executive Directors regularly informs the Supervisory Board about matters such as the course of business and expected developments, the financial position and results of operations, corporate planning, the implementation of the corporate strategy, business opportunities and risks, as well as risk compliance management. The Supervisory Board has embedded the main reporting requirements in an information policy. The chair of the Michael Vassiliadis Duties - ― - - - Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Consoli- dated Financial Statements and the Management's Reports including the Nonfinancial Statements and discusses the quar- terly statements and the half-year financial report with the Board of Executive Directors prior to their publication Deals with monitoring the financial reporting process, the annual audit, the effectiveness of the internal control system, the risk management system, and the internal auditing system as well as compliance issues Is responsible for business relations with the company's external auditor: prepares the Supervisory Board's proposal to the Annual Shareholders' Meeting regarding the selection of an auditor, monitors the auditor's independence, defines the focus areas of the audit together with the auditor, negotiates auditing fees, evalu- ates the quality of the audit, and establishes the conditions for the provision of the auditor's nonaudit services; the chair of the Audit Committee regularly discusses this with the auditor outside of meetings as well Deals with follow-up assessments of key acquisition and invest- ment projects Is responsible for monitoring the internal process of identifying related party transactions and ensuring adherence to statutory approval and disclosure requirements; grants approval of related party transactions - Is authorized to request any information that it deems necessary from the auditor or from the Board of Executive Directors and has a direct right to information from the heads of central departments such as Corporate Audit or Compliance; can also view all of BASF's business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections Financial experts The meetings of the Supervisory Board and its four committees are called by their respective chairs and, independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions in each case. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating members. In the event of a tie, the vote of the chair of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through communication outside of the meetings, as long as no Supervisory Board member objects to this form of passing a resolution. Anke Schäferkordt* Tatjana Diether* 170 Members Dame Alison Carnwath DBE* (chair) Supervisory Board is in regular contact with the Board of Executive Directors, especially with its chair, outside of meetings as well. A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found from page 175 onward Compensation of the Supervisory Board is described in the Compensation Report at basf.com/compensationreport The Statutes of BASF SE and the Employee Participation Agreement can be found at basf.com/statutes and basf.com/en/corporate governance Members Dr. Kurt Bock* (chair) Franz Fehrenbach Sinischa Horvat* Michael Vassiliadis Duties - Personnel Committee • Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the service con- tracts to be entered into with members of the Board of Executive Directors When making recommendations for appointments to the Board of Executive Directors, considers professional qualifications, interna- tional experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to mem- bers of the Board of Executive Directors Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 166 for the criteria used to determine independence) BASF Report 2021 Corporate Governance - Corporate Governance Report Audit Committee - < > 165 At its meeting on February 24, 2021, the Supervisory Board deliberated and agreed on the 2021 targets for the Board of Executive Directors based on the preparations of the Personnel Committee. It also discussed and resolved on the final performance factors for the Board of Executive Directors' short-term and long-term incentives for 2020. At its meeting on December 16, 2021, the Supervisory Board evaluated, based on the discussions and the corresponding recommendation of the Personnel Committee, the Board of Executive Directors' performance in 2021 and set the performance factor for the short-term incentive 2021 and the strategic performance factors for the deferral compensation components for 2018-2021 and 2019-2022. The Chairman of the Supervisory Board abstained from the resolution on the factor for the performance bonus for 2018-2021 as this affected him personally. In several meetings over the 2021 business year, the Supervisory Board discussed and passed resolutions on the compensation of the Board of Executive Directors. Matters relating to the composition of the Board of Executive Directors did not arise in 2021. Compensation and composition of the Board of Executive Directors - Climate change and the European Green Deal and their effects on BASF, as well as the resulting development paths, opportunities and risks - The status, development and prospects of selected BASF business areas Market prospects and growth opportunities in China as the largest regional market for chemical products; growth projects such as the Verbund site in southern China and the further expansion of the battery materials business For more information on the compensation of the Board of Executive Directors and the Supervisory Board, see the Compensation Report, which has been made publicly available on the company's website at basf.com/compensationreport At its meeting on December 16, 2021, the Supervisory Board discussed and approved the Board of Executive Directors' operational and financial planning, including the investment budget for 2022, and, as in previous years, authorized the Board of Execu- tive Directors to procure the necessary financing in 2022 within a set limit. In addition, the Supervisory Board discussed the Board of Executive Directors' recommendation that, given the uncertainty surrounding the further development of the coronavirus pandemic and potential restrictions, the Annual Shareholders' Meeting on April 29, 2022, is also held as a virtual event. The Supervisory Board agreed to this following extensive deliberation and consideration of the resulting, unavoidable restrictions of shareholder rights compared with a physical meeting. Committees At the meeting on February 22, 2022, the auditor reported in detail on its audits of BASF SE's Separate and Consolidated Financial Statements for the 2021 business year, including the corresponding management's reports, and discussed the results of its audit with the Audit Committee. The committee's audit also included the Non- financial Statements of BASF SE and the BASF Group, as well as the Compensation Report of BASF SE in accordance with section 162 AktG, which had been audited by the external auditor. In preparation for the audit of the Nonfinancial Statements, the Audit Committee had, following a corresponding resolution by the Supervisory Board, additionally engaged KPMG to perform a limited assurance and issue an assurance report on it. KPMG also reported in detail on the focus, the procedure and the key findings of this audit. For information on the composition of the committees and the tasks assigned to them by the Supervisory Board, see the Corporate Governance Report from page 164 onward BASF Report 2021 Corporate Governance - Report of the Supervisory Board < > 180 The Personnel Committee met three times during the reporting period. All commit- tee members attended all meetings. At its meeting on February 24, 2021, the Person- nel Committee discussed the targets for the Board of Executive Directors for the 2021 business year and the 2020 Compensation Report. At its meeting on July 21, 2021, the Personnel Committee addressed the status of leadership development at the top levels of management below the Board of Executive Directors and long-term succes- sion planning for the Board of Executive Directors. At its meeting on December 16, 2021, the Personnel Committee discussed the appropriateness of the compensation of the Board of Executive Directors, the assessment of the Board's performance in 2021 and a proposal for the performance-related variable compensation of the Board of Executive Directors. The Audit Committee met five times during the reporting period. All committee members attended all meetings. The Audit Committee is responsible for all the tasks listed in section 107(3) sentence 2 of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code. The Audit Com- mittee is also responsible for monitoring the internal process for identifying related party transactions and adopting resolutions to approve related party transactions. - E-mobility and the transformation of the automotive industry as factors influencing the development of the BASF Group At the meeting on July 21, 2021, the Audit Committee engaged KPMG AG Wirtschafts- prüfungsgesellschaft - the auditor elected by the Annual Shareholders' Meeting on April 29, 2021 - with the audit for the 2021 reporting year and auditing fees were agreed upon. The focus areas and scope of the annual audit were discussed and defined together with the auditor. The Audit Committee excluded in principle the engagement of the auditor to perform any services outside of the audit of the annual financial statements, including beyond prevailing legal limitations. For certain nonaudit services, the Audit Committee authorized the Board of Executive Directors to engage KPMG for such services to a very limited extent, or granted approval in individual cases. At the meeting on December 15, 2021, the auditors responsible reported on the status of the annual audit, as well as the focus areas of the audit and the most important individual items. The Audit Committee also addressed the effects of the German Financial Market Integrity Strengthening Act on appointing KPMG as an auditor in the future. Due to the change in the rules on auditor rotation, it is now possible to last appoint KPMG for the 2023 business year. The Supervisory Board of BASF SE has four committees: 1. the committee for personnel matters of the Board of Executive Directors and the granting of loans in accordance with section 89(4) of the German Stock Corporation Act (Personnel Committee); 2. the Audit Committee; 3. the Nomination Committee; and 4. the Strategy Committee. Following each Committee meeting, the chairs of the Commit- tees reported in detail about the meetings and the activities of the Committees at the subsequent meeting of the Supervisory Board. - The development of research and development activities At its meeting on February 24, 2021, the Supervisory Board reviewed and approved the Consolidated Financial Statements, Management's Report and the proposal for the appropriation of profit for the 2020 business year as presented by the Board of Executive Directors. It also discussed the agenda for the Annual Shareholders' Meeting on April 29, 2021, and adopted its proposals for resolutions. Since, due to the continuing effects of the coronavirus pandemic, the Supervisory Board considered it impossible to hold a physical meeting, it agreed to again hold the Annual Share- holders' Meeting as a virtual event without the physical presence of shareholders. Other topics discussed at the meeting were business conditions and development as well as opportunities and risks for BASF's business in China, the world's largest The main agenda items at the meeting on July 22, 2021, were BASF's leadership development and personnel concept, the development and management of pension obligations, the development of the Global Business Services unit, and market oppor- tunities and risks in connection with the European Green Deal. The Chairman of the Supervisory Board and the Chairman of the Board of Executive Directors were also in regular contact outside of Supervisory Board meetings. The Chairman of the Supervisory Board was always promptly and comprehensively informed of current developments and significant individual issues. The Supervisory Board was involved at an early stage in decisions of major importance. The Super- visory Board passed resolutions on all of those individual measures taken by the Board of Executive Directors which by law or the Statutes required the approval of the Supervisory Board. Supervisory Board meetings The Supervisory Board held five meetings in the 2021 business year, each of which was attended by all members. The meetings were held in person with most Super- visory Board members physically present. Only at the meeting prior to the virtual Annual Shareholders' Meeting did the majority of members also participate virtually. The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions in each case, which were also attended by members of the Board of Executive Directors. An individual overview of attendance at meetings of the Supervisory Board and its committees will be made available on the company website at basf.com/supervisoryboard/meetings A significant component of all Supervisory Board meetings was the Board of Executive Directors' reports on the current business situation with detailed information on sales and earnings development, as well as on opportunities and risks for business develop- ment, the status of important investment projects (current and planned), operational excellence, important aspects of economic, environmental and social sustainability, developments on the capital markets, significant managerial measures taken by the Board of Executive Directors, and innovation projects. In all meetings held in 2021, the Supervisory Board also discussed the progress of major investments and ongoing portfolio projects. Discussions focused on: - - The development of the joint venture Wintershall Dea created by the merger of the oil and gas businesses of BASF and LetterOne At the strategy meeting on October 21/22, 2021, the Board of Executive Directors and the Supervisory Board discussed at length the status of implementation of the corporate strategy with a particular focus on growth, strengthening profitability and portfolio development, as well as key aspects of BASF's strategic development. These included: The investment in a joint venture with Shanshan to produce battery materials in China The progress and completion of the sale of the pigments business Important topics addressed by the Supervisory Board, which were discussed with the Board of Executive Directors at all meetings, were the effects, challenges and oppor- tunities of climate change and, in particular, the European Green Deal and the resulting changes in the regulatory environment. The Supervisory Board is convinced that the successful management of the necessary, fundamental transformation process, which affects all stages of the value chain, is key to BASF's future and long-term success, not least with regard to society's and investors' likely expectations. These topics were also the main focus of the Supervisory Board's strategy meeting in October 2021. BASF Report 2021 development. Regular topics of discussion were occupational and process safety and matters relating to sustainability, the environmental and social impact of the com- pany's activities and the challenges of climate change for the future development of BASF's business. The Supervisory Board discussed in detail the reports from the Board of Executive Directors, and also deliberated on prospects for the company and its individual business areas with the Board of Executive Directors. It was convinced of the lawfulness, expediency and propriety of the Board of Executive Director's company leadership. 178 Corporate Governance - Report of the Supervisory Board < > 179 chemical market, the project to construct a new Verbund site in southern China, and current business developments, opportunities and challenges in the Petrochemicals division. The Supervisory Board met on April 28, 2021, one day before the virtual Annual Shareholders' Meeting, primarily to prepare for the Annual Shareholders' Meeting. Another topic was the shareholding in the Wintershall Dea joint venture. - The progress and opportunities and risks of the investment project to establish a new Verbund site in southern China All members of the Board of Executive Directors attended the Supervisory Board meetings unless it was deemed appropriate that the Supervisory Board discuss individual topics - such as personnel matters relating to the Board of Executive Directors - without them being present. In addition, each Supervisory Board meeting includes an agenda item that provides an opportunity for discussion without the Board of Executive Directors (executive session). Degree: Business, 50 years old < > We Play Fair We Respect internal audits on adherence to our compliance standards Our Code of Conduct How We Make Decisions - Anti-Corruption - Trade Control - Anti-Money Laundering We Always Speak Up Code of Conduct as the core of our Compliance Program Systematic further development of our compliance management system - We Lead Integrity < > 171 We Protect Antitrust Laws - Gifts and Entertainment - Conflicts of Interest Human Rights, Labor and Social Standards Environmental Protection, Health and Safety Sensitive Company Information Personal Data - Digital Responsibility - Company Property - Accurate Books and Records BASF's Compliance Program is based on our corporate values and voluntary commitments, as well as international standards. It describes our commitment to responsible conduct and expectations around how all BASF employees interact with business partners, officials, coworkers and the community. At the core of our Compli- ance Program is the global, standardized Code of Conduct. All employees and managers are obligated to adhere to its guidelines, which cover topics ranging from corruption and antitrust laws to human rights, labor and social standards, conflicts of interest and trade control, and protection of data privacy. The revised 2020 version also offers our employees user-friendly features such as case studies, FAQs and additional references. The corresponding internal online platform and app are available to employees worldwide, providing them continuously with up-to-date content such as videos and links to other specialist units and guide- lines as well as direct contact to subject specialists. A new platform for publishing binding Group-wide governance docu- ments (policies, corporate requirements) provides a more effective search function to make it easier for employees to find relevant regu- lations. In addition, the managing directors of BASF Group compa- nies can now find important information and assistance on ensuring compliance in their Group companies on an internal website set up especially for them. Abiding by compliance standards is the foundation of responsible leadership. This has also been embedded in our values. We are convinced that compliance with these standards will play a key role in securing our company's long-term success. Our efforts are princi- pally aimed at preventing violations from the outset. We perform a systematic risk assessment to identify the risk of compliance violations, including corruption risks. These are con- ducted at divisional, regional and country levels, with an additional focus on Group companies in 2021. The regular compliance audits performed by the Corporate Audit department are another source of information for the systematic identification of risks. These risks are documented in the relevant risk or audit report. The same applies to specific risk minimization measures as well as the time frame for their implementation. One key element in the prevention of compliance violations is compulsory training and workshops held as classroom or online courses. All employees are required within a prescribed time frame to take part in basic compliance training, refresher courses and special tutorials dealing with, for example, antitrust legislation, taxes or trade control regulations. Newly appointed senior executives also receive special training on leading with integrity. Course materials and formats are constantly updated, taking into account the spe- cific risks of individual target groups and business areas. In total, BASF Report 2021 The Nomination Committee is responsible for preparing candidate proposals for the Supervisory Board members to be elected by the Annual Shareholders' Meeting. The Nomination Committee is guided by the objectives for the composition of the Super- visory Board adopted by the Supervisory Board as well as the competence profile and diversity concept for the Supervisory Board resolved at the meeting on December 21, 2017. The Nomination Committee met twice in 2021. Both meetings were attended by all committee members. Items discussed at the meetings were the current compe- tence profile and diversity concept for the Supervisory Board, the selection of candi- dates to succeed Franz Fehrenbach and Anke Schäferkordt, who had announced at an early stage that they would resign from the Supervisory Board on conclusion of the Annual Shareholders' Meeting 2022. In 2022, they will have been members of BASF's Supervisory Board for 14 and 12 years, respectively, meaning that both will no longer be independent within the meaning of the criteria of the German Corporate Gover- nance Code and the criteria for the independence of Supervisory Board members set by the Supervisory Board. The committee identified successor candidates in a struc- tured process and with external support, and evaluated them according to set criteria. Based on the recommendation of the Nomination Committee, the Supervisory Board resolved on December 16, 2021, to propose Alessandra Genco, Chief Financial Officer of Leonardo SpA, and Prof. Dr. Stefan Asenkerschbaumer, Deputy Chairman of the Board of Management and Chief Financial Officer of Robert Bosch GmbH until We Earn Trust We care compliance training participants in Degree: MBA, 57 years old Michael Heinz 25 years at BASF Saori Dubourg (member of the Supervisory Board)b Wintershall Dea AG 2025 2017 (member of the Supervisory Board) Wintershall Dea AG 2024 2011 Monomers; Performance Materials; Petrochemicals; Intermediates; North America; South America Corporate Governance - Compliance 17 years at BASF (until May 31, 2021) Wayne T. Smith 25 years at BASF Degree: Chemistry, 53 years old BASF Report 2021 Corporate Governance - Compliance Compliance GRI 102, 103, 205, 206, 406, 407, 408, 409, 412, 413, 418, 419 Our Group-wide Compliance Program aims to ensure adherence to legal regulations, the company's internal guidelines and ethical business practices. Our Code of Conduct firmly embeds these mandatory standards into our employees' day-to-day business. Members of the Board of Executive Directors are also expressly obligated to follow these principles. Compliance Program and Code of Conduct At a glance >53,000 77 Degrees: Chemical Engineering, MBA, 61 years old < > 172 more than 53,000 participants worldwide received over 79,000 hours compliance officers. The internal platform and the corresponding of compliance training in 2021. For more information on the BASF Code of Conduct, see basf.com/code_of_conduct First appointed Term expires Corporate Legal, Compliance & Insurance; 2006 2023 Corporate Development; Corporate Communications & Government Relations; Corporate Human Resources; Corporate Investor Relations Supervisory board mandates within the meaning of section 100(2) of the German Stock Corporation Act Mercedes-Benz Group AG (until March 31, 2022: Daimler AG) (member of the Supervisory Board since March 31, 2021) Mercedes-Benz AG (Mercedes-Benz Group AG group company) (member of the Supervisory Board since April 22, 2021) Wintershall Dea AG (Chairman of the Supervisory Board since November 2, 2021; Deputy Chairman of the Supervisory Board until November 1, 2021)b Comparable German and non-German supervisory bodies Responsibilities (as of February 21, 2022) Nord Stream AG (member of the Shareholders' Committee) Vice Chairman of the Board of Executive Directors Degree: Law, 62 years old 34 years at BASF Corporate Finance; Corporate Audit; Global Business Services; 2008 2023 Corporate Taxes & Duties; Global Digital Services; Wintershall AG Global Procurement (Chairman of the Supervisory Board) b Dr. Hans-Ulrich Engel 38 years at BASF 34 years at BASF Dr. Martin Brudermüller Compliance culture at BASF We firmly believe that for corporate responsibility to be a success, there must be an active culture of living these guidelines within the company. Our compliance standards were consolidated in the global Code of Conduct in 2013 and republished in June 2020 in our currently applicable global Code of Conduct. They are firmly established and recognized. We expect all employees to act in line with these compliance principles. Managers play a key role here - they serve as an example of and communicate our values and cul- ture both internally and externally. To specifically address compli- ance and integrity as a leadership task, a workshop series was held in 2021 with more than 130 senior executives. Monitoring adherence to our compliance principles BASF's Chief Compliance Officer (CCO) reports directly to the Chair- man of the Board of Executive Directors and manages the further development of our global compliance organization and our Compli- ance Management System. The CCO is supported in this task by the Compliance unit and more than 100 compliance officers world- wide in the regions and countries as well as in the divisions, service units and in the Corporate Center. Material compliance topics are regularly discussed in the compliance committees established at global and regional level. The CCO reports to the Supervisory Board's Audit Committee in at least one of its meetings each year on the status of the Compliance Program as well as any major develop- ments. In the event of significant incidents, the Audit Committee is immediately informed by the Board of Executive Directors. We particularly encourage our employees to actively and promptly seek guidance if in doubt. They can consult their supervisors, spe- cialist departments, such as the Legal department, and company app also help employees to access advice by enabling direct con- tact. In addition, we have set up more than 50 external hotlines worldwide that our employees can use - including anonymously - to report potential violations of laws or company guidelines. We enhanced and standardized these hotlines in 2021. An independent external company was engaged to manage all hotlines. In the future, the cases reported will be recorded and processed in one global system. In addition to local phone numbers, a new website now also makes it possible to get in contact online using a computer or smartphone. All hotlines and the website are also open to the public. Each concern is documented according to specific criteria, properly investigated in line with standard internal procedures and answered as quickly as possible. The outcome of the investigation as well as any measures taken are documented accordingly and included in internal reports. In 2021, 277 reports were received by our external hotlines (2020: 387). The information received related to all categories of our Code of Conduct, including environmental and human rights issues, cor- ruption and handling of company property. We carefully investigated all cases of suspected misconduct that came to our attention and, when necessary, took countermeasures on a case-by-case basis. These included, for example, improved control mechanisms, addi- tional informational and training measures, clarification and expan- sion of the relevant internal regulations, as well as disciplinary measures as appropriate. Most of the justified cases related to personal misconduct in connection with the protection of company property, inappropriate handling of conflicts of interests or gifts and invitations. In such isolated cases, we took disciplinary measures in accordance with uniform internal standards and also pursued claims for damages where there were sufficient prospects of success. In 2021, violations of our Code of Conduct led to termination of employment in a total of 32 cases (2020: 31). This relates to diverse employee groups, including executives. BASF's Corporate Audit department monitors adherence to compliance principles, covering all areas in which compliance viola- tions could occur. They check that employees uphold regulations and make sure that the established processes, procedures and monitoring tools are appropriate and sufficient to minimize potential risks or preclude violations in the first place. In 2021, 77 audits of this kind were performed Group-wide (2020: 61). Our compliance management system itself is also regularly audited by the internal Corporate Audit department, most recently in November 2018. Overall, the audits confirmed the effectiveness of the compliance management system. In cooperation with an external consulting firm, we developed a comprehensive action plan in 2021 to ensure the systematic, continuous optimization of the compliance manage- ment system. We monitor our business partners in sales for potential compliance risks based on the global Guideline on Business Partner Due Diligence using a checklist, a questionnaire and an internet-based analysis. The results are then documented. If business partners are not prepared to answer the questionnaire, we do not enter into a business relationship with them. A dedicated global Supplier Code of Conduct applies to our suppliers, which covers compliance with environmental, social and corporate governance standards, among other requirements. As part of our trade control processes, we also check whether persons, companies or organizations appear on sanction lists due to suspicious or illegal activities, and whether there are business processes with business partners from or in countries under embargo. We support the United Nations' Guiding Principles on Business and Human Rights and are constantly working to enhance our internal guidelines and processes in keeping with these principles. For example, there is an internal guideline to respect international labor and social standards that is applicable throughout the Group. Outside of our company, too, we support respect for human rights and the fight against corruption. We are a founding member of the United Nations Global Compact. As a member of Transparency International Deutschland and the Partnering Against Corruption Initiative (PACI) of the World Economic Forum, we assist in the implementation of these organizations' objectives. BASF Report 2021 Corporate Governance - Compliance Chairman of the Board of Executive Directors Degree: Chemistry, 60 years old As prescribed by BASF's Code of Conduct and corporate values, we adhere to uniformly high standards and integrity regarding tax-related issues. To aid in the achievement of the U.N. SDGs and to meet our own standards for the creation of economic and social value, we contribute to public finances in accordance with legal requirements and our corporate values. BASF's Value to Society method considers taxes paid by BASF to be a social advantage. In 2020, we developed and published the BASF tax principles, which are binding for all Group entities. For more information on the Code of Conduct, see basf.com/code_of_conduct For more information on human rights and labor and social standards, see basf.com/human_rights For more information on on tax principles, see basf.com/en/corporate governance < > 173 BASF Report 2021 Corporate Governance - Board of Executive Directors Management and Supervisory Boards Board of Executive Directors < > 174 There were six members on the Board of Executive Directors of BASF SE as of December 31, 2021. As part of its long-term succession planning and in line with its diversity concept, the Supervisory Board appointed Dr. Melanie Maas-Brunner as a member of the Board of Executive Directors on December 17, 2020. The Board of Executive Directors therefore temporarily comprised seven members from February 1, 2021, until the departure of Wayne T. Smith as of May 31, 2021. Some of the responsibilities within the Board of Executive Directors were reallocated effective June 1, 2021, as a result of this change. The composition of the Board of Executive Directors and the responsibilities of individual members are as follows: For more information on the Supplier Code of Conduct and supplier assessments, see page 109 onward Agricultural Solutions; Care Chemicals; Nutrition & Health; Europe Dr. Markus Kamieth Catalysts; Coatings; Dispersions & Resins; Performance Chemicals; Greater China; South & East Asia, ASEAN & Australia/New Zealand; Mega Projects Asia January 14, 2008 (partner with unlimited liability of Serviceplan Group SE & Co. KG) (member) Wayfair Inc.3 (non-executive director) Serviceplan Group Management SE4 December 17, 2010 IBM Financing and Leasing Company Ltd.4 (chair, intragroup membership) IBM Factoring (China) Company Ltd.4 (chair, intragroup membership) Inspur Power Commercial Systems Company Ltd.4 (chair, intragroup membership) IBM Global Services (Dalian) Company Limited (chair, intragroup membership) IBM Solution and Services (ShenZhen) Company Ltd.4 (chair, intragroup membership) IBM (China) Company Ltd.4 (chair, intragroup membership) IBM China Investment Company Ltd.4 (chair, intragroup membership) Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises Memberships of statutory supervisory boards in Germany 176 < > April 29, 2016 May 4, 2018 October 8, 2020 Member of the Super- visory Board since Full-time trade union delegate Denise Schellemans, Brecht, Belgium² Member of the Supervisory Board Anke Schäferkordt, Cologne, Germany*1 Member of the Works Council of BASF SE, Ludwigshafen Site Waldemar Helber, Otterbach, Germany*2 Deputy Chairwoman of the Works Council of BASF SE, Ludwigshafen Site, and member of the BASF Works Council Europe Tatjana Diether, Limburgerhof, Germany*2 Chairman IBM Greater China Group Liming Chen, Beijing, China*1 Bayerische Motoren Werke Aktiengesellschaft³ (member) Roland Strasser, Riedstadt, Germany*2 May 4, 2018 AbbVie Komplementär GmbH (member) Corporate Governance - Report of the Supervisory Board BASF Report 2021 In 2021, the Supervisory Board of BASF SE exercised its duties as required by law and the Statutes with the utmost care. It regularly monitored the management of the Board of Executive Directors and provided advice on the company's strategic development and important individual measures, about which the Supervisory Board was regularly and thoroughly informed by the Board of Executive Directors. This occurred both during and outside of the meetings of the Supervisory Board and its committees in the form of written and oral reports on, for example, all of the major financial key perfor- mance indicators (KPIs) of the BASF Group and its segments, the economic situation in the main sales and procurement markets, and on deviations in business develop- ments from original plans. Furthermore, the Supervisory Board tackled fundamental questions of corporate planning, including financial, investment, sales volumes and personnel planning, as well as measures for designing the future of research and Monitoring and consultation in an ongoing dialog with the Board of Executive Directors The Board of Executive Directors has enhanced and refined the portfolio and driven forward important investments for profitable growth. Above all, it defined ambitious targets to further reduce CO2 emissions at an early stage and presented a package of measures aimed at increasing sustainability in the BASF Group. The underlying BASF's business developed extremely well in 2021. Growth and earnings were considerably higher than expected at the beginning of the year. The Board of Execu- tive Directors decisively seized the opportunities that arose, strengthened BASF's overall competitiveness and laid important groundwork for the future. They did so in an exceptionally challenging environment, including a sharp rise in raw materials and energy prices, strained conditions in many international supply chains, and problems with production and volumes in the automotive industry, which is particularly impor- tant for BASF. In addition, political tensions have increased and global economic activity has become even more demanding overall. Most of these factors will continue to challenge us in 2022. Dear Shareholder, Unfortunately, the new shareholder representatives will again not be able to be elected at a physical Annual Shareholders' Meeting in 2022. The Supervisory Board deeply regrets this, as it believes that it is the ideal place to discuss BASF's development with you. However, after intensive consultation, the Supervisory Board concurred with the Board of Executive Directors' assessment that, from today's perspective, it will not be possible to hold a physical Annual Shareholders' Meeting in a responsible manner at the end of April this year given the current situation. We will drive forward change in the Supervisory Board, too. Anke Schäferkordt, Franz Fehrenbach, Denise Schellemans, Waldemar Helber and Roland Strasser will resign from the Supervisory Board on conclusion of the Annual Shareholders' Meeting on April 29, 2022. As a result, its composition will once again change quite significantly compared with the start of the current term of office in 2019. The Supervisory Board expressly supports this approach and is following it closely, both in an advisory capacity and through regular and critical monitoring. It would like to thank the Board of Executive Directors and all employees worldwide for their dedi- cation, extraordinary work and outstanding results in the 2021 business year. conditions vital to this, such as the European Green Deal and upcoming regulation of the chemical industry in the E.U., are currently difficult to assess and were the subject of in-depth discussion. Report of the Supervisory Board < > 177 Continued from previous page Corporate Governance - Report of the Supervisory Board 4 Not publicly listed 3 Publicly listed 2 Employee representative 1 Shareholder representative Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 166 for the criteria used to determine independence) * RAG Aktiengesellschaft³ (vice chair) Henkel AG & Co. KGaA³ (member) Vivawest GmbH (member) Steag GmbH (member) Chairman of the Mining, Chemical and Energy Industries Union August 1, 2004 Michael Vassiliadis, Hannover, Germany² V & B Fliesen GmbH4 (member) Villeroy & Boch AG³ (member) Regional Manager of the Rhineland-Palatinate/Saarland branch of IG BCE BASF Report 2021 Corporate Governance - Supervisory Board BASF Report 2021 EG Group Holdings Limited (non-executive member of the Board of Directors and chair of the audit committee since March 1, 2021) Vice Chairman of the Supervisory Board of BASF SE Franz Fehrenbach, Stuttgart, Germany¹ Former Chairman of the Board of Executive Directors of BASF SE (until May 2018) Dr. Kurt Bock, Heidelberg, Germany*1 Chairman of the Supervisory Board of BASF SE Member of the Super- visory Board since The Supervisory Board comprises the following members (as of February 21, 2022): In accordance with the Statutes, the Supervisory Board of BASF SE comprises 12 members. The term of office of the Supervisory Board commenced following the Annual Shareholders' Meeting on May 3, 2019, in which the shareholder representatives on the Supervisory Board were elected. In accordance with the applicable article of the Statutes as of the date of election, it terminates upon conclusion of the Annual Shareholders' Meeting that resolves on the discharge of members of the Supervisory Board for the fourth complete business year after the term of office commenced; this is the Annual Shareholders' Meeting on April 25, 2024. Supervisory Board 175 < > Corporate Governance - Supervisory Board BASF Report 2021 (member of the Board of Directors) Former Chairman of the Supervisory Board of Robert Bosch GmbH (until December 31, 2021) Inter Pipeline Ltd. (Chairwoman of the Administrative Council since June 1, 2021) BASF Antwerpen N.V. Solenis UK International Ltd. (member of the Board of Directors until December 31, 2021) BASF Antwerpen N.V. (Chairman of the Administrative Council until May 31, 2021) b Internal membership within the meaning of section 100(2) sentence 2 of the German Stock Corporation Act a Publicly listed 2021 2012 2024 2021 Corporate Environmental Protection, Health & Safety; European Site & Verbund Management; Global Engineering Services; Advanced Materials & Systems Research; Bioscience Research; Process Research & Chemical Engineering; BASF New Business 2025 2017 23 years at BASF Degree: Chemistry, 51 years old June 18, 2020 Sinischa Horvat, Limburgerhof, Germany*2 Asda Group Limited (non-executive member of the Board of Directors since December 1, 2021) Broadwell Capital Limited (non-executive member of the Board of Directors) Coller Capital Ltd.4 (non-executive member of the Board of Directors) PACCAR Inc.³ (independent member of the Board of Directors) Zurich Insurance Group AG³ (independent, non-executive member of the Board of Directors) Zürich Versicherungs-Gesellschaft AG (Zurich Insurance Group AG group company)4 (independent, non-executive member of the Board of Directors) 4 Not publicly listed 3 Publicly listed 2 Employee representative 1 Shareholder representative Classified by the Supervisory Board as an "independent" member of the Supervisory Board (see page 166 for the criteria used to determine independence) * Stihl Holding AG & Co. KG4 (member of the Advisory Board) Linde plc (member of the Board of Directors) Robert Bosch GmbH4 (chair until December 31, 2021) Stihl AG (Stihl Holding AG & Co. KG group company)³ (vice chair) January 14, 2008 Memberships of comparable domestic and foreign supervisory bodies of commercial enterprises Fuchs Petrolub SE³ (chair) Memberships of statutory supervisory boards in Germany May 2, 2014 Dame Alison Carnwath DBE, Exeter, England*1 Senior Advisor Evercore Partners May 3, 2019 Ludwig Maximilians University Munich Professor of Organic Chemistry at Prof. Dr. Thomas Carell, Munich, Germany*1 BASF Works Council Europe Chairman of BASF's Joint Works Council and of the Chairman of the Works Council of BASF SE, Ludwigshafen Site; Vice Chairman of the Supervisory Board of BASF SE May 12, 2017 Bayerische Motoren Werke Aktiengesellschaft³ (member) Other important agenda items included providing guidance to the Board of Executive Directors on accounting issues, the control system established by the Board of Executive Directors, and follow-up assessments of acquisition and investment projects. At its meeting on April 27, 2021, the Audit Committee addressed risk man- agement in the BASF Group and the organization of internal environmental, health and safety audits. Its meetings on July 21, 2021, and December 15, 2021, focused on internal auditing and compliance, respectively. In these meetings, the head of the Corporate Audit department and the head of the Corporate Compliance unit reported to the Audit Committee and answered its questions. In all meetings, the Audit Com- mittee also received information on the development of risks from litigation. (since February 1, 2021) Dr. Melanie Maas-Brunner If we conclude, based on the work we have conducted, that there is 14 Intangible assets 236 Statement of Changes in Equity. 199 15 Property, plant and equipment 240 30 Compensation of the Board of Executive Directors and Supervisory Board 283 2 Scope of consolidation Notes 1 Summary of accounting policies 3 Acquisitions and divestitures 200 16 Leases 244 31 Related party transactions 283 200 17 Inventories 280 incentive share program 235 13 Noncontrolling interests 194 Statement of Income and Expense Recognized in Equity 10 Investments accounted for using the equity method and other financial assets 225 26 Supplementary information on financial instruments 27 Statement of cash flows and capital structure management 263 277 195 246 11 Financial result 28 Personnel expenses and employees 279 Balance Sheet 196 12 Income taxes 231 29 Share price-based compensation programs and BASF Statement of Cash Flows 198 230 32 Services provided by the external auditor 285 .205 Consolidated Financial Statements - Statement by the Board of Executive Directors Statement by the Board of Executive Directors and assurance pursuant to sections 297(2) and 315(1) of the German Commercial Code (HGB) The Board of Executive Directors of BASF SE is responsible for preparing the Consoli- dated Financial Statements and Management's Report of the BASF Group. The BASF Group Consolidated Financial Statements for 2021 were prepared accord- ing to the International Financial Reporting Standards (IFRS), which are published by the International Accounting Standards Board (IASB), London, and have been endorsed by the European Union. We have established effective internal control and steering systems in order to ensure that the BASF Group's Management's Report and Consolidated Financial Statements comply with applicable accounting rules and to ensure proper corporate reporting. The risk management system we have set up is designed such that the Board of Executive Directors can identify material risks early on and take appropriate defensive measures as necessary. The reliability and effectiveness of the internal control and risk management system are continually audited throughout the Group by our internal audit department. To the best of our knowledge, and in accordance with the applicable reporting rules, the Consolidated Financial Statements of the BASF Group give a true and fair view of the net assets, financial position and results of operations of the Group, and the Management's Report of the BASF Group includes a fair review of the development and performance of the business as well as position of the BASF Group, together with a description of the principal opportunities and risks associated with the expected development of the BASF Group. BASF Report 2021 Ludwigshafen am Rhein, February 23, 2022 Dr. Hans-Ulrich Engel Vice Chairman and Chief Financial Officer Saori Dubourg Michael Heinz Dr. Markus Kamieth Dr. Melanie Maas-Brunner < > 187 BASF Report 2021 Dr. Martin Brudermüller Chairman of the Board of Executive Directors Statement of Income 260 22 Provisions for pensions and similar obligations 23 Other provisions 18 Receivables and miscellaneous assets 247 207 4 BASF Group list of shares held pursuant to 19 Capital, reserves and retained earnings. 20 Other comprehensive income 249 33 Declaration of Conformity with the German Corporate Governance Code 285 254 250 285 section 313(2) of the German Commercial Code (HGB) 213 21 Liabilities 251 5 Reporting by segment and region. 213 6 Earnings per share 220 34 Non-adjusting events after the balance sheet date 223 9 Other operating income and expenses 263 KPMG AG Wirtschaftsprüfungsgesellschaft, the auditor elected by the Annual Share- holders' Meeting for the 2021 reporting year, has audited the Financial Statements of BASF SE and the BASF Group Consolidated Financial Statements, which were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and the additional requirements that must be applied in accordance with section 315e(1) of the German Commercial Code (HGB), including the Management's Report and the accounting records from which they were prepared, and have approved them free of qualification. Furthermore, the auditor certified that the Board of Executive Directors had taken the measures incumbent on it under section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. In particular, it had instituted an appropriate early risk detection system that fulfilled the requirements of the company and is applicable for the early identification of develop- ments that could pose a risk to the continued existence of the BASF Group. The results of the audit as well as the procedure and material findings of the audit of the financial statements are presented in the Auditor's Report. The Auditor's Report is rendered from page 188 onward For more information on the auditor, see the Corporate Governance Report on page 170 Beyond the statutory audit of the Financial Statements, KPMG also conducted, on behalf of the Supervisory Board, a limited assurance of the Nonfinancial Statements (NFSs) for BASF SE and the BASF Group, which are integral parts of the respective management's reports. On the basis of its audit, KPMG did not raise any objections to reporting and the satisfaction of the relevant statutory requirements. Above and beyond the statutory requirements, the auditor also conducted a limited assurance of the Compensation Report that is to be prepared by the Board of Executive Directors and Supervisory Board in accordance with section 162 AktG. The assurance report issued by KPMG on the substantive audit of the NFS can be found at basf.com/nfs-audit-2021 The assurance report issued by KPMG on the audit of the Compensation Report can be found at basf.com/compensationreport The auditor's reports were sent in a timely manner to every member of the Supervisory Board. The auditor attended the accounts review meeting of the Audit Committee on February 22, 2022, as well as the accounts meeting of the Supervisory Board on February 23, 2022, and reported on the procedure and material findings of its audit, including the key audit matters described in the Auditor's Report. The auditor also provided the Supervisory Board with detailed explanations of the reports on the day before the accounts meeting. The Audit Committee reviewed the Financial Statements, the Management's Report and the Compensation Report at its meeting on February 22, 2022, including the reports prepared by the auditor and the key audit matters specified in the Auditor's Report, and discussed them in detail with the auditor. The chair of the Audit Committee gave a detailed account of the preliminary review at the Supervisory Board meeting on February 23, 2022. On this basis, the Supervisory Board examined the Financial Statements and Management's Report of BASF SE for 2021, the proposal by the Board of Executive Directors for the appropriation of profit, and the Consoli- dated Financial Statements and Management's Report for 2021. The results of the preliminary review by the Audit Committee and the results of the Supervisory Board's own examination fully concur with those of the audit. The Supervisory Board sees no grounds for objection to the management or the reports submitted. Separate and Consolidated Financial Statements; Compensation Report At its accounts meeting on February 23, 2022, the Supervisory Board approved the Financial Statements of BASF SE and the Consolidated Financial Statements of the BASF Group prepared by the Board of Executive Directors, making the 2021 Financial Statements final. The Supervisory Board concurred with the proposal of the Board of Executive Directors regarding the appropriation of profit and the payment of a dividend of €3.40 per share. The Compensation Report is publicly available on the company's website at basf.com/compensationreport BASF Report 2021 Corporate Governance - Report of the Supervisory Board Composition of the Supervisory Board Liming Chen, the Supervisory Board member appointed by the Ludwigshafen am Rhein local court (Amtsgericht) effective October 8, 2020, was elected to the Super- visory Board as a shareholder representative by the Annual Shareholders' Meeting on April 29, 2021, and was thus confirmed as a member of the Supervisory Board with a term of office until the end of the current Supervisory Board period in 2024. In addition, the Supervisory Board members Anke Schäferkordt and Franz Fehrenbach announced in 2021 that they will resign from the Supervisory Board on conclusion of the Annual Shareholders' Meeting on April 29, 2022. In light of this, the Supervisory Board selected Alessandra Genco and Prof. Dr. Stefan Asenkerschbaumer as candi- dates to succeed them on the Supervisory Board based on a selection process managed by the Nomination Committee. Details of the two candidates proposed for election will be published in the invitation to the Annual Shareholders' Meeting and made available on the company's website at basf.com/annualmeeting. According to the Supervisory Board's assessment, the current and proposed future composition of the Supervisory Board meet in full the objectives with respect to its competence profile and diversity concept. Ludwigshafen, February 23, 2022 Also at the meeting on February 23, 2022, the Supervisory Board discussed with the Board of Executive Directors the joint Compensation Report of the Board of Executive Directors and the Supervisory Board in accordance with section 162 AktG and approved it. The Supervisory Board Independent of the efficiency review of the Supervisory Board, the Audit Committee also conducted a self-assessment of its activities in 2021 based on individual discus- sions between the chair of the Audit Committee and all members of the Audit Committee. Material subjects were the organization and content of meetings, meeting documents and reports, participants and quality of discussion at meetings, and the implementation of the recommendations of the 2020 efficiency review. The Audit Committee discussed the results of the questionnaire and detailed suggestions at its meeting on December 15, 2021. On this basis, the members judged the Audit Committee's work to be efficient and appropriate. < > a material misstatement of this other information, we are obligated to report on this fact. We do not have anything to report in this regard. BASF Report 2021 Corporate Governance - Report of the Supervisory Board < > 181 December 31, 2021, for election to the Supervisory Board at the Annual Shareholders' Meeting on April 29, 2022. The Strategy Committee, which was established to discuss strategic options for the further development of the BASF Group, did not meet in 2021. Corporate governance and Declaration of Conformity 182 The Supervisory Board places great value on ensuring good corporate governance: In 2021, it was therefore once again intensely occupied with the corporate governance standards practiced in the company and the implementation of the recommendations and suggestions of the German Corporate Governance Code in the current version dated December 16, 2019. Special onboarding events are held for new members of the Supervisory Board to familiarize them with the basics of corporate governance at BASF, the organization and internal structures of the BASF Group, and the composition of its businesses. Above and beyond this, the company also supports the members of the Supervisory Board with training for their activities on the Supervisory Board, whether through external offerings such as topic-specific seminars or internal information offerings such as site and plant visits. At its meeting of December 16, 2021, the Supervisory Board approved the joint Declaration of Conformity by the Supervisory Board and the Board of Executive Direc- tors in accordance with section 161 of the German Stock Corporation Act (AktG). BASF complies with all recommendations of the German Corporate Governance Code in the version dated December 16, 2019. The Corporate Governance Report provides extensive information on the BASF Group's corporate governance. The full Declaration of Conformity is rendered on page 184 and is available to shareholders on the company website at basf.com/en/corporate governance Independence and efficiency review An important aspect of good corporate governance is the independence of Super- visory Board members and their freedom from conflicts of interest. The Supervisory Board based the assessment of the independence of its members on the recommen- dations of the German Corporate Governance Code and the additional criteria for assessing the independence of Supervisory Board members contained in the Rules of Procedure of the Supervisory Board, which were revised in the Supervisory Board meeting on December 19, 2019. The criteria used to assess independence are pres- ented in the Corporate Governance Report on page 166. According to the Super- visory Board's assessment, on the basis of these criteria, five of the six shareholder representatives and four of the six employee representatives - 9 of the 12 members of the Supervisory Board in total - are considered to be independent as of the end of 2021. All three non-independent Supervisory Board members were classified as such due to the length of their membership on the Supervisory Board, which exceeds 12 years in each case. Franz Fehrenbach and Denise Schellemans, two of the mem- bers to be classified as non-independent, will leave the Supervisory Board on conclu- sion of the Annual Shareholders' Meeting on April 29, 2022; this increases the number of independent members to 11 of 12 members. Above and beyond this, however, the Supervisory Board does not see any indications that the Supervisory Board role is not performed completely independently. In cases where Supervisory Board members hold supervisory or management positions at companies with which BASF has busi- ness relations, we see no impairment of their independence. The scope of these businesses is marginal and furthermore takes place under conditions similar to those of a third party. The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. To this end, the Chairman of the Supervisory Board conducted a written survey of all Supervisory Board members in the fourth quarter of 2021 on the basis of a detailed questionnaire covering the entire range of relevant Supervisory Board topics. These included, in particular, the preparation and conduct of Super- visory Board meetings, the content and topics of the meetings, cooperation within the Supervisory Board, and cooperation with the Board of Executive Directors and the auditor. The results of these dialogs, including suggestions to further improve the Supervisory Board's work, were presented by the Chairman of the Supervisory Board at the Supervisory Board meeting on December 16, 2021, and thoroughly discussed by the members of the Supervisory Board. Overall, its members again rated the Supervisory Board's activity as efficient. BASF Report 2021 Corporate Governance - Report of the Supervisory Board In accordance with the recommendations of the German Corporate Governance Code and the Guiding principles for the dialog between investors and German super- visory boards, the Chairman of the Supervisory Board again sought dialog with invest- ors where appropriate in 2021. West bank Dr. Kurt Bock Chairman of the Supervisory Board 4 BASF Report 2021 Consolidated Financial Statements Q<>=186 Contents To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Overviews Statement by the Board of Executive Directors Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclosures according to section 315d HGB were made. 187 221 24 Risks from litigation and claims 262 8 Functional costs 222 Independent Auditor's Report 188 25 Other financial obligations 7 Sales revenue The Declaration of Corporate Governance, pursuant to section 315d HGB in connection with section 289f HGB, comprises the subchapters Corporate Governance Report including the descrip- tion of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (except for the disclosures pursuant to section 315a HGB), Compliance and Declaration of Conformity as per section 161 of the German Stock Corporation Act (AktG) in the Corporate Governance chapter. It is a component of the Management's Report. Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB Corporate Governance < > 183 BASF Report 2021 Corporate Governance - Declaration of Conformity Pursuant to Section 161 AktG < > 184 Declaration of Conformity Pursuant to Section 161 AktG Declaration of Conformity 2021 of the Board of Executive Directors and the Supervisory Board of BASF SE The Board of Executive Directors and the Supervisory Board of BASF SE hereby declare pursuant to section 161 AktG (German Stock Corporation Act) The recommendations of the Government Commission on the German Corporate Governance Code as amended on Decem- ber 16, 2019, published by the Federal Ministry of Justice on March 20, 2020, in the official section of the Federal Gazette are complied with and have been complied with since the submission of the last Declaration of Conformity of December 2020. Ludwigshafen, December 2021 The Supervisory Board of BASF SE The Board of Executive Directors of BASF SE BASF Report 2021 Corporate Governance - Declaration of Corporate Governance < > 185 Declaration of Consolidated Financial Statements - Independent Auditor's Report < > In accordance with German legal requirements we have not audited the content of those components of the Group Management Report specified in the "Other Information" section of our auditor's report. Intangible assets in the Consolidated Financial Statements of BASF SE include goodwill in the amount of €7,520 million. Good- will accounts for 8.6% of total assets and thus has a material impact on the company's net assets. Goodwill must be tested for impairment annually and whenever there is an indication that goodwill may be impaired. Our observations The assumptions and data underlying the calculations of the Board of Executive Directors are acceptable. The disclosures in the Notes on the key assumptions are appropriate and complete. Recoverability of the shareholding in Wintershall Dea For information on the accounting principles applied and the under- lying assumptions used in the calculation, please refer to Note 10.2 to the Consolidated Financial Statements on page 227. Financial statement risk In the Consolidated Financial Statements of BASF SE, shares in Wintershall Dea in the amount of €9,583 million are reported under non-integral shareholdings accounted for using the equity method. The shareholding in Wintershall Dea accounts for 11% of total assets and thus has a material influence on the company's net assets. If there are indicators for an impairment of an equity-accounted shareholding the company determines the recoverable amount as of the reporting date and compares this with the carrying amount. The recoverable amount is the higher of fair value less costs to sell and the value in use of the shareholding. The higher value in use deter- mined for the shareholding as the recoverable amount is determined using the discounted cash flow method. If the carrying amount is higher than the recoverable amount, this results in an impairment. BASF Report 2021 Consolidated Financial Statements - Independent Auditor's Report < > 190 The determination of the recoverable amount of the shareholding in the Wintershall Dea is complex and based on discretionary assump- tions. These include, in particular, the estimates made by BASF's Board of Executive Directors on the long-term development of oil and gas prices, the forecast production volumes of Wintershall Dea's oil and gas fields based on expected license terms and production profiles, and the cost of capital. The development of future oil and gas prices is subject to increased uncertainty, particularly in view of the timing of the implementation of international climate targets. In addition to the impairments and reversals of impairments of €161 million after tax recognized by Wintershall Dea, as a result of the impairment test performed, the company recognized impairments of €420 million on fair value adjustments of assets of Wintershall Dea that are carried forward in income from non-integral companies accounted for using the equity method. There is the risk for the financial statements that a decline in the value of the shareholding as of the balance sheet date was not identified. In addition, there is also the risk that the associated disclosures in the Notes are not appropriate and complete. Our audit approach From explanations provided by employees in accounting, we gained an understanding of the company's process to identify indicators for impairment and to determine the recoverable amount. In doing so, we assessed, among other things, whether the calculation of the recoverable amount of the shareholding in Wintershall Dea is con- sistent with the relevant accounting principles and whether the key assumptions made in this calculation are appropriate. We discussed the projected development of production volumes and oil and gas prices with the persons responsible for planning. We evaluated the production profiles used in the measurement of the exploration and production business's assets, taking into account assessments by experts contracted by Wintershall Dea. In order to assess its suitability as a basis for calculation, we had the oil and gas price scenario used by the company explained to us. To assess its appropriateness, we compared the oil and gas price scenario used by BASF with the published forecasts of competitors, analysts, international institutions and other market participants. Due to the increased estimation uncertainties regarding future oil and gas price developments, we evaluated the impact of alternative price sce- narios on the carrying amount of the shareholding and assessed the appropriateness of the valuation. In consultation with our valuation specialists, we furthermore satisfied ourselves of the methodological appropriateness of the calculation and the appropriateness of the weighted cost of capital rates. We compared the assumptions and data underlying the cost of capital, in particular the risk-free rate, the market risk premium and the beta factor, with our own assumptions and publicly available data. In order to assess the accuracy of the measurement of the interest in Wintershall Dea, we reproduced selected calculations taking into account risk-based considerations. Finally, we assessed whether the disclosures in the Notes on the recoverability of the shareholding in Wintershall Dea are appropriate and complete. Our observations The underlying calculation method for the impairment test of the shareholding in Wintershall Dea is appropriate and consistent with the applicable accounting principles. The company's assumptions and data underlying the measurement are appropriate. The associated disclosures in the notes are appro- priate and complete. The Board of Executive Directors and the Supervisory Board are responsible for the other information. The other information com- prises the following components of the Group Management Report, whose content was not audited: - Finally, we assessed whether the disclosures in the Notes on the key assumptions are appropriate and complete. the information of the integrated non-financial statement which is identified as unaudited We assessed the appropriateness of the assumed growth rate for the period following the detailed planning period on the basis of industry-specific and macroeconomic studies. We evaluated the methodological appropriateness of the calculation and the appro- priateness of the weighted cost of capital rates. To this end, we calculated our own expected values for the assumptions and data underlying the weighted cost of capital rates and compared these with the assumptions and data used. We consulted our valuation specialists in order to assess, among other things, the appropriateness of the key assumptions as well as the Group's methods of calculation. 188 Independent Auditor's Report¹ TO BASF SE, Ludwigshafen am Rhein Report on the Audit of the Consolidated Financial Statements and of the Group Management Report Opinions We have audited the Consolidated Financial Statements of BASF SE and its subsidiaries (the Group), which comprise the balance sheet as at December 31, 2021, statement of income, statement of income and expense recognized in equity, statement of cash flows, statement of equity for the financial year from January 1, 2021 to December 31, 2021 and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. In addition, we have audited the Group Management Report of BASF SE for the financial year from January 1, 2021 to Decem- ber 31, 2021. The Group Management Report contains cross-references which are not intended to use by law and are identified as unaudited. In accordance with the German legal requirements we have not audited the content of those cross-references and the related refer- enced information. In our opinion, on the basis of the knowledge obtained in the audit, - the accompanying Consolidated Financial Statements comply, in all material respects, with the IFRSS as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code (HGB) and full IFRS and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2021, and of its financial performance for the financial year from January 1, 2021 to December 31, 2021, and - the accompanying Group Management Report as a whole pro- vides an appropriate view of the Group's position. In all material respects, this Group Management Report is consistent with the Consolidated Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the Group Manage- ment Report does not cover the content of those parts of the Group Management Report specified in the "Other Information" section of our auditor's report. The Group Management Report contains cross-references which are not legally required and are identified as unaudited. Our opinion does not cover those cross-references and the referenced information. Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the Consolidated Financial Statements and of the Group Manage- ment Report. Basis for the Opinions We conducted our audit of the Consolidated Financial Statements and of the Group Management Report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer, IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial State- ments and of the Group Management Report" section of our audi- tor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the Consolidated Financial Statements and on the Group Management Report. Key Audit Matters in the Audit of the Consolidated Financial Statements Key audit matters are those matters that, in our professional judg- ment, were of most significance in our audit of the Consolidated Financial Statements for the financial year from January 1, 2021 to December 31, 2021. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. 1 This is a translation of the German original. Solely the original text in German language is authoritative. BASF Report 2021 Consolidated Financial Statements - Independent Auditor's Report < > 189 Recoverability of goodwill For information on the accounting principles applied, please refer to Note 1.4 to the Consolidated Financial Statements on page 204. The underlying assumptions used in the calculation and the disclo- sures on the impairment tests performed are included in Note 14 to the Consolidated Financial Statements from page 236 onward. Financial statement risk Goodwill impairment testing is complex and is based on a range of discretionary assumptions. These include the forecasts for future cash inflows in the detailed planning period, the assumed growth rate for subsequent periods and the cost of capital. These assump- tions have a material impact on the recoverability of goodwill. The growth forecasts of the Board of Executive Directors are associated with risks and can be revised in light of volatile raw materials prices and an instable macroeconomic environment. There is the risk for the financial statements that an impairment as of the balance sheet date is not identified or that an impairment as of the balance sheet date is not recognized with an appropriate amount. In addition, there is also a risk that the disclosures in the Notes on the key assumptions are not appropriate and complete. Our audit approach We examined the forecast for the expected business and earnings development and the resulting cash flows in the detailed planning period, in particular with respect to whether the expected develop- ment of the relevant sales markets were given appropriate consider- ation and are consistent with the current budgets adopted by the Board of Executive Directors and the Supervisory Board. We compared internal growth forecasts with industry expectations and those of significant competitors and we assessed whether assump- tions contained in the planning regarding the future development of margins and the amount of investments are appropriate. Our review of the appropriateness of the budgets adopted by the Board of Executive Directors and the Supervisory Board also included a comparison of planning in past business years with the results actually achieved. For selected units, we examined whether reasons for not reaching planned values in the past were given appropriate consideration in current planning, to the extent that this was relevant. - the corporate governance statement in the section Corporate Governance of the Group Management Report, and Other Information Additionally, the other Information comprises the remaining parts of the BASF Report 2021. The other information does not comprise the Consolidated Financial Statements, the audited parts of the Group Management Report and our auditor's report. Our opinions on the Consolidated Financial Statements and on the Group Management Report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information the disclosures which are not normally part of the Group Manage- ment Report and which are identified as unaudited. - is materially inconsistent with the Consolidated Financial State- ments, with the Group Management Report information audited for content or our knowledge obtained in the audit, or - otherwise appears to be materially misstated. Product stewardship Emissions to air Supplier management Biodiversity Energy and climate protection Resource efficiency Process safety Employee-related matters Environmental matters Page 95 Emergency response and corporate security Steering of product portfolio Water Management of waste and contaminated sites Occupational safety Dialog with employee representatives Inclusion of diversity What we expect from our leaders Health protection International labor and social standards - The table on the following page shows the sections and subsections in which the individual disclosures can be found. In addition to a description of the business model, the NFS includes disclosures on the following matters, to the extent that they are required to under- stand the development and performance of the business, the Group's position and the impact of business development on the following matters: The NFS disclosures can be found in the relevant sections of the Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative Stan- dards ("Comprehensive" application option) and the reporting requirements of the U.N. Global Compact. Nonfinancial Statement (NFS) in accordance with sections 315b and 315c of the German Commercial Code (HGB) The Management's Report comprises the chapter of the same name on pages 16 to 160, as well as the disclosures required by takeover law and the Declaration of Corporate Governance, which are presented in the Corporate Gover- nance chapter. The Nonfinancial Statement (NFS) is integrated into the Management's Report. Overview 17 Transportation and storage Pages 20-25 E.U. taxonomy Concepts and results Κ Σ Environmental matters - Employee-related matters Social matters - Respect for human rights Anti-corruption and bribery matters In accordance with the E.U. Taxonomy Regulation and the supple- mentary delegated acts, the NFS includes, for the first time, the share of the Group's taxonomy-eligible sales, investments (including acquisitions) and operating expenses for the 2021 business year relating to the environmental objectives of "climate change miti- gation" and "adaptation to climate change." Within the scope of the annual audit, KPMG checked pursuant to section 317(2) sentence 4 HGB that the NFS was presented in accordance with the statutory requirements. KPMG also conducted a limited assurance of the NFS. An assurance statement of the limited assurance can be found online at basf.com/nfs-audit-2021. The assurance was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international assurance standards for sustainability reporting. Disclosures required by takeover law in accordance with section 315a HGB The disclosures required by takeover law in accordance with sec- tion 315a of the German Commercial Code (HGB) can be found in the Corporate Governance chapter starting on page 161. They form part of the Management's Report, which is audited as part of the annual audit. Consolidated Declaration of Corporate Governance in accordance with section 315d HGB in connection with section 289f HGB The Consolidated Declaration of Corporate Governance in accor- dance with section 315d HGB in connection with section 289f HGB can be found in the Corporate Governance chapter from page 185 onward and is a component of the Management's Report. It com- prises the Corporate Governance Report including the description of the diversity concept for the composition of the Board of Executive Directors and the Supervisory Board (excluding the disclosures required by takeover law in accordance with section 315a HGB), compliance reporting and the Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act. Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the disclo- sures according to section 315d HGB were made. - Compensation Report Content and structure of the Management's Report An overview of the segments' business models is provided in a separate chapter. Material investments and portfolio measures by our segments have also been integrated into the chapter of the same name. This improves the clarity of the information on our segments. Recommendations of the Task Force on Climate-related Financial Disclosures BASF supports the recommendations of the Task Force on Climate- related Financial Disclosures (TCFD). Disclosures recommended by the TCFD are presented in a number of places throughout this report. The table on page 19 shows the sections and subsections in which the relevant information can be found. The table is divided into four key areas in line with the TCFD recommendations: gover- nance, strategy, risk management, and metrics and targets. BASF Report 2021 Management's Report - Overview Nonfinancial Statement (NFS) disclosures in the relevant chapters of the integrated report NFS disclosure Business model E.U. taxonomy Topics BASF Group The Compensation Report is no longer a component of the Management's Report. The Compensation Report in accordance with section 162 of the German Stock Corporation Act (AktG) and the assurance statement of the substantive and formal audit issued by the auditor have been made publicly available on the BASF website at basf.com/compensationreport. Management's Report - Overview Dividend yieldb 95 Our Values and Global Standards 148 Outlook 2022 76 Materials 28 145 Economic Environment in 2022 72 Chemicals 26 145 Forecast 69 Business Review by Segment Actual Development Compared With Outlook for 2021 24 141 Sustainable Solutions 63 Financial Position 20 20 117 Safe and Efficient Production 61 Net Assets 31 BASF Report 2021 Industrial Solutions Opportunities and Risks E.U. Taxonomy. .94 Regional Results 49 Innovation 93 Non-Integral Oil and Gas Business 45 Learning and development Our Sustainability Concept .92 Other 42 Our Steering Concept. 88 Agricultural Solutions 38 Material Investments and Portfolio Measures 85 Nutrition & Care 36 Targets and Target Achievement 2021 _82 Surface Technologies. 33 Business Models of the Segments 151 79 Supplier management Anti-corruption and bribery matters Competition for talent Pages 128-129 Pages 126-127 Page 136 Pages 141-142 Pages 128-129 Pages 152-154 Pages 158-160 Pages 152-154 Pages 152-154 c Climate-related risks are identified, assessed and managed as part of the general risk management process. b Refers to the Board of Executive Directors and senior executives a Refers to the Supervisory Board We Drive Sustainable Solutions - Steering Our Product Portfolio Pages 126-127 Page 135 Energy and Climate Protection - Global targets and measures Energy and Climate Protection - Strategy Water - Strategy Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas Energy and Climate Protection - Strategy (GHG) emissions, and the related risks. We Drive Sustainable Solutions - Steering Our Product Portfolio Energy and Climate Protection - Global targets and measures Water Global target and measures Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process. Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. Metrics and targets Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management. Describe the organization's processes for managing climate-related risks. Opportunities and Risks - Risk management process Opportunities and Risks - Strategic opportunities and risks Opportunities and Risks - Risk management process Opportunities and Risks - Risk management process Describe the organization's processes for identifying and assessing climate-related risks.c Disclose how the organization identifies, assesses, and manages climate-related risks. Risk management Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets. Pages 141-142 19 BASF Report 2021 Nutrition & Care ■Investments including acquisitions¹: €709 million ■ R&D expenses: €193 million The Materials segment is composed of the Perfor- mance Materials and Monomers divisions. The seg- ment offers advanced materials and their precursors for the plastics and plastics processing industries. ■Share of sales: 19% Materials ■Investments including acquisitions¹: €1,469 million ■R&D expenses: €296 million ■Share of sales: 29% The Surface Technologies segment comprises the Catalysts and Coatings divisions. The segment offers chemical solutions for surfaces such as battery materials and automotive coatings. Surface Technologies ■Investments including acquisitions¹: €1,157 million ■ R&D expenses: €97 million The Chemicals segment consists of the Petrochemi- cals and Intermediates divisions. The segment supplies BASF's other segments and third-party customers with basic chemicals and intermediates. ■Share of sales: 17% Chemicals The BASF Group's segments in 2021 1 Additions to property, plant and equipment and intangible assets For more information on the Verbund concept, see basf.com/en/verbund We also make use of the Verbund principle for more than produc- tion, applying it for technologies, the market and digitalization as well. Expert knowledge is pooled in our global research. The Verbund system is one of BASF's great strengths. We add value by using our resources efficiently. The Production Verbund intelli- gently links production units and their energy supply so that, for example, the waste heat of one plant provides energy to others. Furthermore, one facility's by-products can serve as feedstocks elsewhere. This not only saves us raw materials and energy - it also avoids emissions, lowers logistics costs and leverages synergies. BASF has companies in 90 countries. We operate six Verbund sites and 232 additional production sites worldwide. Our Verbund site in Ludwigshafen, Germany, is the world's largest integrated chemical complex owned by a single company. The Verbund concept was developed and optimized here and later applied to other sites around the world. Construction of the first plants continued at our planned new smart Verbund site in Zhanjiang, China. Sites and Verbund 20 < > 20 At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protection and social responsibility. Around 111,000 employees contribute to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is divided into the Chemicals, Materials, Industrial Solutions, Surface Technologies, Nutrition & Care and Agricultural Solutions segments. GRI 102, 201, 202, 203, 301 BASF Group Management's Report - BASF Group Pages 158-160 Pages 152-154 Pages 141-142 Pages 154-158 Pages 158-160 Pages 158-160 Supplier management International labor and social standards Pages 48 and 106-107 (targets, measures, results) Societal engagement Respect for human rights Social matters Page 102 (targets, measures, results) Page 100 (targets, measures, results) Page 37 (targets) / page 98 (targets, measures, results) Page 37 (targets) /pages 109-111 (targets, measures, results) Page 101 (targets, measures, results) Page 103 (targets, measures, results) Pages 117 and 120 (targets, measures, results) Page 98 (targets, measures, results) Page 37 (targets) / page 99 (targets, measures, results) Page 103 (targets, measures, results) Page 37 (targets) /pages 117 and 119 (targets, measures, results) Page 37 (targets) /pages 117 and 135-137 (targets, measures, results) Pages 44 and 133-134 (targets, measures, results) Page 36 (targets) /pages 45 and 141 (targets, measures, results) Pages 117 and 125 (targets, measures, results) Pages 44, 133 and 142 (targets, measures, results) Pages 117 and 123-124 (targets, measures, results) Pages 117 and 133 (targets, measures, results) Page 37 (targets) /pages 109-111 (targets, measures, results) Page 36 (targets) /pages 117 and 126-132 (targets, measures, results) Pages 117 and 121 (targets, measures, results) Page 37 (targets) /pages 117 and 119–120 (targets, measures, results) Pages 138-140 (targets, measures, results) Compensation and benefits Responsibility for human rights Employee engagement Page 103 (targets, measures, results) 109 Pages 154-158 Pages 126-127 We Drive Sustainable Solutions - Steering Our Product Portfolio Opportunities and Risks - Operational opportunities and risks Opportunities and Risks - Strategic opportunities and risks Opportunities and Risks - Risk management process Opportunities and Risks - Strategic opportunities and risks Opportunities and Risks - Operational opportunities and risks Opportunities and Risks - Strategic opportunities and risks Describe the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. Describe the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning. Describe the climate-related risks and opportunities the organization has Energy and Climate Protection - Strategy identified over the short, medium, and long term. Disclose the actual and potential impacts of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material. Strategy Describe management's role in assessing and managing climate-related Our Sustainability Concept - Our organizational and management structures risks and opportunities. Pages 162-163 Pages 177-183 Page 46 Describe the board's oversight of climate-related risks and opportunities. Corporate Governance Report - Direction and management by the Board of Executive Directors Report of the Supervisory Board Page Section/explanation Recommended disclosures Disclose the organization's governance around climate-related risks and opportunities. Governance Topic Recommendations of the Task Force on Climate-related Financial Disclosures in the relevant chapters of the integrated report Management's Report - Overview BASF Report 2021 18 < > Page 37 (targets) /pages 109-111 (targets, measures, results) Pages 171-173 (targets, measures, results) Supplier management Compliance Page 37 (targets) /pages 109-111 (targets, measures, results) Pages 104-105 (targets, measures, results) Responsible Procurement 56 Results of Operations 13 2021 Broad base of international shareholders With over 800,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the share- holder structure carried out at the end of 2021 showed that, at around 19% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 9%. Institutional investors from the United Kingdom and Ireland hold 6% of BASF shares, while investors from the rest of Europe hold a further 13% of capital. Approximately 39% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX companies with the largest percentage of private shareholders. German and European stock markets - the DAX 40 and the EURO STOXX 50 - rose by 15.8% and 23.3% over the same period, respectively. The global industry index MSCI World Chemicals gained 21.7%. The assets of an investor who invested €1,000 in BASF shares at the end of 2011 and reinvested the dividends in additional BASF shares would have increased to €1,733 by the end of 2021. This represents an average annual yield of 5.7%. Proposed dividend of €3.40 per share The Board of Executive Directors and the Supervisory Board will propose a dividend payment of €3.40 per share to the Annual Shareholders' Meeting. BASF stands by its ambitious dividend policy of increasing the per-share dividend each year and plans to pay out €3.1 billion¹ to the shareholders of BASF SE. Based on the year-end share price for 2021, BASF shares offer a high dividend yield of around 5.5%. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 40. Share buyback program of up to €3 billion In light of the positive business development and the gains on dives- titures in the course of 2021, the Board of Executive Directors of BASF SE resolved on a share buyback program on January 4, 2022. The program amounts to up to €3 billion, started on January 11, 2022, and shall be concluded by December 31, 2023, at the latest, subject to a renewed authorization to repurchase own shares by the Annual Shareholders' Meeting of BASF SE on April 29, 2022. BASF SE will cancel all repurchased shares and reduce the share capital accordingly. Shareholder structure By region, rounded 19% < > United States/Canada 2020 2018 3.20 3.10 3.00 2.90 2.80 2.70 2.60 2.50 2011 2012 2013 2014 2015 2016 2017 2019 48% Germany The share buyback program is based on the authorization by the Annual Shareholders' Meeting of BASF SE on May 12, 2017 Employees becoming shareholders authorizing the Board of Executive Directors to purchase up to 10% of the issued shares at the time of the resolution until May 11, 2022. BASF plans to propose to the 2022 Annual Shareholders' Meeting a renewed authorization to buy back own shares. In addition to its progressive dividend policy, share buybacks are another tool that BASF uses to create value for its shareholders. BASF was rated A- in the CDP assessment for sustainable water management. The assessment takes into account how transpar- ently companies report on their water management activities and how they reduce risks such as water scarcity. CDP also evaluates the extent to which product developments can contribute to sustainable water management for customers of the companies assessed. BASF continues to implement its sustainable water management target at all relevant production sites (Verbund sites and sites in water stress areas). BASF participated in the CDP's "Forests" assessment for the sec- ond time in 2021 and was ranked A-, as in the previous year. As a participant in various value chains, BASF is committed to ending deforestation in these supply chains. Consequently, BASF is one of Key BASF share data Year-end price Year high Year low Year average Daily trade in sharesa the companies with Leadership status, as for climate protection and water management. BASF maintained its Prime status in the ISS ESG rating developed by Institutional Shareholder Services and is among the top 7% of the companies assessed. BASF received special recognition for addressing key sustainability issues such as environmental man- agement, energy efficiency and business ethics with a comprehen- sive set of measures and processes. 2017 2018 2019 2020 2021 BASF has participated in the program established by the interna- tional organization CDP (formerly the Carbon Disclosure Project) for reporting on data relevant to climate protection since 2004. CDP represents over 590 investors with over $110 trillion in assets and more than 200 major organizations with $5.5 trillion in purchasing power. In 2021, BASF again scored an A- on CDP's Climate List, giving it Leadership status. In the scoring framework used by CDP in 2021, BASF was ranked among the top third of participating chemical companies. BASF recognized as a Global Compact LEAD company ■ ■ BASF maintains "Prime" status in ISS ESG rating 6% United Kingdom/Ireland 13% Rest of Europe 4% Rest of world 10% Not identified 3.40 In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2021, for example, around 23,600 employees (2020: around 27,600) purchased BASF shares worth €38.2 million (2020: €61.1 million). 1 Based on the number of outstanding shares as of December 31, 2021 (918,478,694) BASF Report 2021 To Our Shareholders - BASF on the Capital Market 14 BASF - a sustainable investment At a glance CDP again awards BASF Leadership status For more information on employee share purchase programs, see page 97 3.30 3.30 To Our Shareholders - BASF on the Capital Market Change in value of an investment in BASF shares in 2021 With dividends reinvested; indexed 140 130 120 110 100 90 Long-term performance of BASF shares compared with indexes Average annual increase with dividends reinvested 140 2016-2021 130 -2.4% 6.7% 8.0% 12.3% Assuming that dividends were reinvested, BASF's share perfor- Imance rose by 0.2% in 2021. The benchmark indexes of the positive business performance. This was due to factors such as the composition of the segments' earnings contributions. Share price development was also negatively impacted by market expectations regarding the future development of margins in the basic chemicals business. BASF's share price reached an annual high of €72.61 in March 2021 before declining over the course of the year despite continued The BASF share closed the 2021 stock market year at €61.78, a decrease of 4.5% compared with the previous year's closing price (€64.72). BASF Report 2021 To Our Shareholders - The Board of Executive Directors of BASF SE The Board of Executive Directors of BASF SE W < > 11 From left: Dr. Markus Kamieth, Saori Dubourg, Dr. Hans-Ulrich Engel (Vice Chairman of the Board of Executive Directors), Dr. Martin Brudermüller (Chairman of the Board of Executive Directors), Dr. Melanie Maas-Brunner, Michael Heinz Group photo taken in compliance with the applicable coronavirus prevention measures 120 BASF Report 2021 BASF on the Capital Market In 2021, the stock markets were characterized by a significant recovery of the global economy. This was due in particular to the approval and increasing availability of effective coronavirus vaccines. BASF stands by its ambitious dividend policy and will propose a dividend of €3.40 per share to the Annual Shareholders' Meeting – an increase of 10 euro cents compared with the previous year. Based on the year-end share price for 2021, BASF shares offer a high dividend yield of around 5.5%. 12 At a glance BASF share price declines 4.5% in 2021 ■ Assuming that dividends were reinvested, BASF's share performance rose by 0.2% BASF share performance To Our Shareholders - BASF on the Capital Market € 2011-2021 5.7% Nov Dec DAX 40 EURO STOXX 50 ― BASF share 0.2% - DAX 40 15.8% EURO STOXX 50 23.3% MSCI World Chemicals 21.7% MSCI World Chemicals. 4.0% 1.8% 4.6% BASF Report 2021 Dividend per share € per share Oct Sep Aug Jul 10.4% 8.9% 12.1% 100 ■BASF share ■ DAX 40 ■ EURO STOXX 50 ■ MSCI World Chemicals 90 110 Weighting of BASF shares in important indexes as of December 31, 2021 80 Jan Feb Mar Apr May Jun 80 91.74 60.40 67.35 10.3 BAS GY a Average, Xetra trading BASFn.DE b Based on year-end share price BASF Report 2021 To Our Shareholders - BASF on the Capital Market 15 In Sustainalytics" ESG Risk Ratings, BASF is ranked among the top 10% of companies in diversified chemicals. It was commended for the fact that its sustainability targets are reflected in the compensa- tion for the Board of Executive Directors, underlining strong overall management of environmental, social and governance matters. BASF was again recognized as a Global Compact LEAD company by the U.N. Global Compact in 2021. BASF consistently supports the U.N. Global Compact and its 10 principles of responsible busi- ness conduct and the Sustainable Development Goals. BASF was among the top 10% in the World Benchmarking Alliance's (WBA) Food and Agriculture Benchmark, which assessed 350 com- panies from the food and agricultural sector on sustainable business practices. For more information on the key sustainability indexes, see basf.com/sustainabilityindexes For more information on energy and climate protection, see page 126 onward For more information on air and soil, see page 133 For more information on the procurement of certified palm oil and palm kernel oil, see page 112 onward 7.3 11.8 13.9 Price-earnings ratio (P/E ratio) b 3.30 3.40 % 3.38 5.30 4.90 5.10 Analysts' recommendations 5.50 Payout ratio % 47 63 36 57 BASFY (ADR) BAS 3.30 Around 30 financial analysts regularly publish studies on BASF. The latest analyst recommendations for our shares as well as the average target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. At a glance Nonfinancial Statement Disclosures TCFD Recommendations Index The BASF Group How We Create Value Our Strategy Our Strategic Action Areas 17 The BASF Group's Business Year 52 Sustainability Along the Value Chain 96 18 Economic Environment 52 We Value People and Treat Them with Respect 97 19 Overview Overviews To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Contents ■ Virtual formats facilitate dialog during coronavirus pandemic Capital Markets Day in March 2021, Investor Update in September 2021 and R&D Webcast in December 2021 Our corporate strategy aims to create long-term value. We support this strategy through regular and transparent communication with the capital market. In light of the coronavirus pandemic, we almost exclusively used virtual formats such as video or conference calls for dialog in 2021. We engage with institutional investors and rating agencies in numerous one-on-one meetings, as well as at road- shows and conferences worldwide, and give private investors an insight into BASF at informational events. In March 2021, Dr. Martin Brudermüller presented our path and our ambitious climate neutrality targets at a virtual Capital Markets Day. BASF aims to achieve net zero CO2 emissions² by 2050. Based on its progress in developing low-emission and carbon-free technolo- gies, BASF is also setting an ambitious medium-term 2030 target for reductions in greenhouse gas emissions: BASF now wants to reduce its greenhouse gas emissions worldwide by 25% compared with 2018 - and to achieve this despite targeted growth and the construction of a large Verbund site in Zhanjiang, China. Dr. Markus Kamieth and Saori Dubourg also presented the Industrial Solutions and Nutrition & Care segments in more detail during the virtual Capital Markets Day. At a virtual Investor Update in September 2021, Dr. Martin Brudermüller and Dr. Markus Kamieth informed investors about the BASF Group's two major growth projects: our future Verbund site in Zhanjiang, China, and our battery materials activities. Finally, Dr. Melanie Maas-Brunner offered analysts and investors an insight into the BASF Group's research and development in Decem- ber 2021. In a webcast, she presented, among other topics, contri- butions of research to sustainability in the field of electromobility. Analysts and investors have confirmed the quality of our financial market communications. For instance, we were again named "Best IR" in the materials sector in the annual survey conducted by Britain's IR Magazine. Close dialog with the capital market For more information about BASF stock, see basf.com/share 1 Sustainalytics provides institutional investors and companies with ESG and corporate governance research, ratings and analytics. 2 Based on the BASF Group's Scope 1 and Scope 2 emissions; other greenhouse gases are converted into CO₂ equivalents in accordance with the Greenhouse Gas Protocol 2 BASF Report 2021 Management's Report Q< >= 16 For more information on the 2022-2023 share buyback program, see basf.com/sharebuyback For more information on the Capital Markets Day 2021, see basf.com/CMD21 For more information on the Investor Update 2021, see basf.com/investor-update For more information on the R&D Webcast 2021, see basf.com/rd-webcast-2021 Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com The Nutrition & Care segment comprises the Care Chemicals division and the Nutrition & Health division. The segment produces ingredients and solutions for consumer applications such as nutrition and personal care. 3.20 € Further information on BASF stock Securities code numbers Germany United States (CUSIP number) ISIN International Securities Identification Number International ticker symbols Deutsche Börse Pink Sheets / OTCQX Bloomberg (Xetra trading) Reuters (Xetra trading) million € 185.7 229.6 187.6 219.2 66.20 53.31 64.77 80.38 64.72 61.78 € 97.46 97.67 74.49 68.29 170.8 72.61 79.64 58.40 56.20 39.04 57.88 € 88.16 € 3.10 million shares 2.9 € 6.62 5.12 9.17 -1.15 6.01 DE000BASF111 Adjusted earnings per share € 6.44 5.87 4.00 3.21 6.76 Dividend per share Earnings per share 055262505 BASF11 56.7 2.9 4.1 2.6 Number of shares December 31 million shares 918.5 918.5 2.1 918.5 918.5 Market capitalization December 31 billion € 84.3 55.5 61.9 59.4 918.5 ■Share of sales: 8% 67 ■Investments including acquisitions': €654 million Industrial Solutions The Industrial Solutions segment consists of the Dispersions & Resins and the Performance Chemi- cals divisions. The segment develops and markets ingredients and additives for industrial applications. ■Share of sales: 11% ■R&D expenses: €175 million ■Investments including acquisitions¹: €361 million Agricultural Solutions The Agricultural Solutions segment is an integrated provider of seeds, crop protection and digital technologies and solutions. ■Share of sales: 11% ■R&D expenses: €904 million ■Investments including acquisitions': €347 million ■R&D expenses: €172 million 2,825 [12] 1,161 988 [21] 3,420 3,440 Other liabilities [21] 3,679 3,935 Liabilities of disposal groups [3] 61 3,395 [23] Financial indebtedness 7,826 1,782 1,484 [21] 13,764 15,819 [21] 1,600 1,711 25,220 29,614 Accounts payable, trade Provisions Tax liabilities 341 [21] 5,291 Current liabilities 80,292 16,280 5,523 3,687 2020 -1,060 6,751 -3,304 849 -1,272 2021 -2,176 927 213 137 -611 -15 7,245 3,010 198 < > Gains (-)/losses (+) from the disposal of noncurrent assets and securities Cash flows from operating activities Total equity and liabilities 87,383 [23] BASF Report 2021 Consolidated Financial Statements - Statement of Cash Flows Statement of Cash Flows BASF Group Statement of cash flowsa Million € Net income Depreciation and amortization of property, plant and equipment and intangible assets Changes in inventories Changes in receivables Changes in operating liabilities and other provisions Changes in pension provisions, defined benefit assets and other items 20,081 587 8,566 1,447 840 1,182 35,051 29,868 87,383 80,292 [3] BASF Report 2021 Equity and liabilities Million € Subscribed capital Capital reserves Retained earnings Other comprehensive income Consolidated Financial Statements - Balance Sheet 4,330 2,624 [1] 1,722 912 52,332 50,424 [17] 13,868 10,010 [18] 11,942 9,466 [18] 5,568 4,673 208 207 Equity attributable to shareholders of BASF SE Noncontrolling interests Equity Provisions for pensions and similar obligations [20] -3,855 -8,474 40,792 33,728 [13] 1,289 670 42,081 34,398 [22] 6,160 5,413 [12] 1,499 37,911 415 40,365 3,115 Deferred tax liabilities Tax provisions Other provisions Financial indebtedness Other liabilities Noncurrent liabilities ΚΣΕ 197 Explanations in Note December 31, 2021 December 31, 2020 [19] 1,176 1,176 [19] 3,106 [19] Payments made for property, plant and equipment and intangible assets Payments made for financial assets and securities -877 -3,532 5,523 459 5,982 Other comprehensive income after taxes 2,709 2,205 5,523 -2 4,583 4,583 90 4,673 Changes in scope of consolidation and other changes -10d -329 Income after taxes -3,312 -281c 37,911 -6,538 -1,800 7 -143 Other com- prehensive incomeb -8,474 Equity attributable to shareholders of BASF SE Non- controlling interests Equity 33,728 670 34,398 -3,031 -3,031 -37 3,115 36 -11 Changes in scope of consolidation and other changes As of December 31, 2020 a For more information on the items relating to equity, see Notes 19 and 20 from page 249 onward b Details are provided in the Statement of Income and Expense Recognized in Equity on page 195 c Including profit and loss transfers d Valuation adjustment BASF "plus" share program Other comprehensive income after taxes Remeasure- Measurement Subscribed capital Capital reserves Retained earnings benefit plans ment of defined Income after taxes Dividends paid As of January 1, 2020 351 340 As of December 31, 2021 1,176 3,106 40,365 -3,793 406 -472 -3,855 40,792 1,289 42,081 Statement of changes in equitya Million € 36 1,176 Dividends paid As of January 1, 2021 noncontrolling interests Cash flows from financing activities Cash-effective changes in cash and cash equivalents Changes in cash and cash equivalents From foreign exchange rates changes in the scope of consolidation To shareholders of BASF SE Cash and cash equivalents at the beginning of the yearb a The statement of cash flows is explained in the Management's Report (Financial Position) on page 65. b In 2021 and 2020, cash and cash equivalents presented in the statement of cash flows deviate from the figures in the balance sheet. For explanations and other disclosures on the statement of cash flows, see Note 27 from page 277 onward. 3 7,627 15,135 -10,772 Cash and cash equivalents at the end of the yearb Dividends paid Repayment of financial and similar liabilities Additions to financial and similar liabilities -3,129 -994 [18] -600 -1,240 Payments received for divestitures 1,030 2,520 Payments received from the disposal of noncurrent assets and securities 1,474 822 Cash flows from investing activities -2,622 -1,904 Capital increases/repayments and other equity transactions -13,555 -3,031 -3,031 -281 < > 199 Subscribed Capital capital reserves Retained earnings plans Remeasure- ment of defined benefit Currency translation Measurement of securities Cash flow at fair value hedges Million € Payments made for acquisitions Statement of changes in equitya Statement of Changes in Equity -108 -6,457 -1,556 -1,834 1,953 131 -81 -7 8 4,335 2,455 2,624 4,335 BASF Report 2021 Consolidated Financial Statements - Statement of Changes in Equity BASF Group 3,386 575 [12] Earnings per share from continuing operations (€) Earnings per share from discontinued operations (€) Earnings per share (€) Dilution effect (€) Diluted earnings per share (€) < > of which attributable to noncontrolling interests 194 2021 [7] 78,598 [8] -58,801 19,797 Explanations in Note of which attributable to shareholders of BASF SE (net income) Income after taxes from discontinued operations Income after taxes Income after taxes from continuing operations Income from integral companies accounted for using the equity method Income from operations Income from non-integral companies accounted for using the equity method Income from other shareholdings Expenses from other shareholdings Net income from shareholdings Interest income Interest expenses Interest result Other financial income Other financial expenses Other financial result Financial result Income before income taxes Income taxes 2020 59,149 -44,040 15,109 Other operating expenses [8] -7,497 285 -925 [10] 47 157 [10] [10] -125 207 -909 168 164 -482 -537 -141 -191 7,677 [5] [8] -1,408 -1,228 [8] -2,216 -2,086 [9] 1,894 1,399 [9] -2,650 -6,108 [10] 675 220 -8,414 Other operating income Research and development expenses General administrative expenses Evaluate the consistency of the Group Management Report with the Consolidated Financial Statements, its conformity with law, and the view of the Group's position it provides. Perform audit procedures on the prospective information presented by the Board of Executive Directors in the Group Management Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Board of Executive Directors as a basis for the pro- spective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with the relevant independence requirements, and com- municate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards. From the matters communicated with those charged with gover- nance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter. Other Legal and Regulatory Requirements - Report on the Assurance in accordance with Section 317 (3a) HGB on the Electronic Reproduction of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes In our opinion, the reproduction of the Consolidated Financial Statements and the Group Management Report contained in the above-mentioned electronic file provided and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. We do not express any opinion on the information contained in this reproduction nor on any other information contained in the above-mentioned file beyond this reasonable assurance opinion and our audit opinion on the accompanying Consolidated Financial Statements and the accompanying Group Management Report for the financial year from January 1, 2021 to December 31, 2021 contained in the "Report on the Audit of the Consolidated Financial Statements and the Group Management Report" above. We conducted our assurance work on the reproduction of the Consolidated Financial Statements and the Group Management Report contained in the above-mentioned electronic file provided in accordance with Section 317 (3a) HGB and the IDW Assurance Standard: Assurance in accordance with Section 317 (3a) HGB on the Electronic Reproduction of Financial Statements and Manage- ment Reports Prepared for Publication Purposes (ED IDW ASS 410) (October 2021). Accordingly, our responsibilities are further described below. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1). The company's Board of Executive Directors is responsible for the preparation of the ESEF documents including the electronic repro- duction of the Consolidated Financial Statements and the Group Management Report in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the Consolidated Financial State- ments in accordance with Section 328 (1) sentence 4 item 2 HGB. In addition, the company's Board of Executive Directors is responsi- ble for the internal controls they consider necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format. The supervisory board is responsible for overseeing the preparation process for the ESEF documents as part of the financial reporting process. Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We have performed assurance work in accordance with Sec- tion 317 (3a) HGB to obtain reasonable assurance about whether the reproduction of the Consolidated Financial Statements and the Group Management Report (hereinafter the "ESEF documents") contained in the file provided that can be downloaded by the issuer from the electronic client portal with access protection, "basf-gruppe-2021-12-31.zip" (SHA256 hash value: 9cb0551f9c637 4988409b15ddd 8d688c5ff4b423a4708d1d2768a220841d4d3a) and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the elec- tronic reporting format ("ESEF format"). In accordance with German legal requirements, this assurance only extends to the conversion of the information contained in the Consolidated Financial Statements and the Group Management Report into the ESEF format and therefore relates neither to the information contained in this repro- duction nor any other information contained in the above-mentioned electronic file. <>=192 Consolidated Financial Statements - Independent Auditor's Report BASF Report 2021 BASF Report 2021 Consolidated Financial Statements - Independent Auditor's Report < > 191 Responsibilities of the Board of Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report The Board of Executive Directors is responsible for the prepara- tion of the Consolidated Financial Statements that comply, in all material respects, with IFRSSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS and that the Consolidated Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the Board of Execu- tive Directors is responsible for such internal control as they have determined necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Consolidated Financial Statements, the Board of Executive Directors is responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, the Board of Executive Directors is responsible for the preparation of the Group Management Report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the Consolidated Financial Statements complies with German legal requirements, and appro- priately presents the opportunities and risks of future development. In addition, the Board of Executive Directors is responsible for such arrangements and measures (systems) as they have consid- ered necessary to enable the preparation of a Group Management Report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Group Management Report. The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the Consolidated Financial Statements and of the Group Management Report. Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management Report as a whole provides an appropriate view of the Group's position and, in all material respects, is consis- tent with the Consolidated Financial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the Consolidated Financial Statements and on the Group Management Report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec- tion 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements and this Group Management Report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the Consolidated Financial Statements and of the Group Manage- ment Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as - - fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit of the Consolidated Financial Statements and of arrangements and measures (systems) relevant to the audit of the Group Manage- ment Report in order to design audit procedures that are appro- priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. Evaluate the appropriateness of accounting policies used by the Board of Executive Directors and the reasonableness of estimates made by the Board of Executive Directors and related disclosures. Conclude on the appropriateness of the Board of Executive Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the Consolidated Financial Statements and in the Group Management Report or, if such disclosures are inade- quate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. - Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements present the underlying transactions and events in a manner that the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB and full IFRS. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the Consolidated Financial Statements and on the Group Management Report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions. BASF Report 2021 Consolidated Financial Statements - Independent Auditor's Report ΚΣΕ 193 We exercise professional judgement and maintain professional skepticism throughout the assurance work. We also: Sailer Wirtschaftsprüfer [German Public Auditor] Dr. Dietz Wirtschaftsprüferin [German Public Auditor] BASF Report 2021 Consolidated Financial Statements - Statement of Income Statement of Income BASF Group Statement of income Million € Sales revenue Cost of sales Gross profit on sales Selling expenses Wirtschaftsprüfungsgesellschaft [Original German version signed by:] -314 KPMG AG The German Public Auditor responsible for the engagement is Dr. Stephanie Dietz. - Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appro- priate to provide a basis for our assurance opinion. - - - - Obtain an understanding of internal control relevant to the assurance of the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effective- ness of these controls. Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing the ESEF documents provided meets the requirements of Commission Delegated Regulation (EU) 2019/815 on the technical specification for this electronic file. Evaluate whether the ESEF documents enable an XHTML repro- duction with content equivalent to the audited Consolidated Financial Statements and the audited Group Management Report. Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with Articles 4 and 6 of Commission Delegated Regulation (EU) 2019/815 in the version in force on the balance sheet date enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction. Further Information pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the annual general meeting on April 29, 2021. We were engaged by the chair of the audit commit- tee on July 21, 2021. We have been the group auditor of BASF SE without interruption since the financial year 2006. We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). Other matters - use of the auditor's report - - Our auditor's report should always be read in conjunction with the audited Consolidated Financial Statements and the audited Group Management Report as well as the audited ESEF documents. The Consolidated Financial Statements and the Group Management Report converted to ESEF format including the versions to be published in the Federal Gazette (Bundesanzeiger) are merely electronic reproductions of the audited Consolidated Financial Statements and the audited Group Management Report and do not replace them. In particular, the ESEF report and our assurance opinion contained therein can only be used in conjunction with the audited ESEF documentation provided in electronic form. German Public Auditor Responsible for the Engagement Frankfurt am Main, February 22, 2022 -373 94 118 -3,677 90 -49 10,655 -4,801 10,106 4,583 -4,737 -64 BASF Report 2021 Consolidated Financial Statements - Balance Sheet Balance Sheet BASF Group Assets 549 -3,726 4,673 b For more information on the remeasurement of defined benefit plans, see Note 22 from page 254 onward 71 -29 -5 Investments accounted for using the equity method - share of reclassifiable gains/losses (after taxes) Reclassifiable gains/losses 313 -1,286 1,964 -2,753 Other comprehensive income after taxes of which attributable to shareholders of BASF SE attributable to noncontrolling interests Comprehensive income of which attributable to shareholders of BASF SE attributable to noncontrolling interests a For more information on other comprehensive income, see Note 20 on page 250 of the Notes Million € Intangible assets Property, plant and equipment Integral investments accounted for using the equity method [14] 13,499 13,145 [15] 21,553 19,647 [10] 2,540 1,878 [10] 9,843 10,874 [10] Currency translation 582 December 31, 2020 52 December 31, 2021 196 Non-integral investments accounted for using the equity method Other financial assets Deferred tax assets Other receivables and miscellaneous assets Noncurrent assets Inventories Accounts receivable, trade Other receivables and miscellaneous assets Marketable securities Cash and cash equivalentsa Assets of disposal groups Current assets Total assets a For a reconciliation of the amounts in the statement of cash flows with the balance sheet item cash and cash equivalents, see page 198 < > Explanations in Note 2,600 Reclassification of realized gains/losses from currency translation recognized in the statement of income Deferred taxes on reclassifiable gains/losses 1,566 5,523 -1,060 [13] 459 -15 [6] -1,075 6.05 [6] -0.04 0.43 [6] 6.01 -1.15 -1.58 5,982 396 -36 -215 -207 -122 -89 [11] -436 -462 7,448 -1,562 [12] -1,430 91 6,018 -1,471 [3] [6] -0.01 [6] 6.00 -811 422 Investments accounted for using the equity method - share of nonreclassifiable gains/losses (after taxes) 44 -19 Nonreclassifiable gains/losses 2,709 -973 Unrealized gains/losses in connection with cash flow hedges 284 14 Reclassification of realized gains/losses recognized in the statement of income in connection with cash flow hedges -222 65 Unrealized gains/losses from currency translation -1,376 -1,612 3,476 Remeasurement of defined benefit plansb -1.15 BASF Report 2021 Consolidated Financial Statements - Statement of Income and Expense Recognized in Equity Statement of Income and Expense Recognized in Equity BASF Group Statement of comprehensive incomea Million € Income after taxes < > 195 BASF Group 2021 2020 5,982 -1,075 Deferred taxes on the remeasurement of defined benefit plans of securities 5 Cash flow hedges Name of standard/interpretation or amendments Amendments to IFRS 4 Standard/interpretation Accounting policies applied for the first time in 2021 The amendments shown in the table had no material effect on BASF SE's Consolidated Financial Statements. Accounting policies applied for the first time in 2021 1.2 Changes in accounting principles On February 22, 2022, the Board of Executive Directors prepared the Consolidated Financial Statements, submitted them to the Supervisory Board for review and approval, and released them for publication. For more information, see Note 1.3 from page 202 onward and Note 10 from page 225 onward The individual financial statements of the consolidated companies are prepared as of the balance sheet date of the Consolidated Financial Statements. Business continuity is assumed. The company is equipping itself for the challenges posed by the economic impact of the coronavirus pandemic and of climate change. The accounting policies applied are largely the same as those used in 2020. The Consolidated Financial Statements of BASF SE as of Decem- ber 31, 2021, have been prepared in accordance with the Inter- national Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), and section 315e (1) of the German Commercial Code (HGB). IFRSS are generally only applied after they have been endorsed by the European Union. For the 2021 fiscal year, all of the binding IFRSS and pronouncements of the International Financial Reporting Interpretations Committee (IFRIC) were applied. The Consolidated Financial Statements are for the period from January 1, 2021 to December 31, 2021, and are presented in euros. They are written in German and translated into English. All amounts, including the figures for previous years, are given in million euros unless otherwise indicated. Due to rounding, individual figures in this report may not add up to the totals shown and percentages may not correspond exactly to the figures shown. BASF SE (registered at the district trade register, or Amtsgericht, for Ludwigshafen am Rhein, number HRB 6000) is a publicly listed corporation headquartered in Ludwigshafen am Rhein, Germany. Its official address is Carl-Bosch-Str. 38, 67056 Ludwigshafen am Rhein, Germany. 1.1 General information 1 Summary of accounting policies Notes ΚΣΕ 200 Consolidated Financial Statements - Notes BASF Report 2021 34,398 Insurance Contracts (Extension of Temporary Exemption from Application of IFRS 9) 670 Amendments to IAS 39 August 30, 2021 March 31, 2021 Leases: Covid-19-Related Rent Concessions beyond June 30, 2021 Amendments to IFRS 16 (Interest Rate Benchmark Reform - Phase 2) Leases January 13, 2021 August 27, 2020 December 15, 2020 Date of endorsement by the E.U. June 25, 2020 Date of publication Insurance Contracts Financial Instruments: Disclosures Financial Instruments: Recognition and Measurement Financial Instruments IFRS 16 IFRS 4 IFRS 7 IFRS 9 33,728 at fair value -143 -1,060 -3,139 -108c -3,031 -3,031 42,350 853 41,497 Equity Non- controlling interests Equity attributable to shareholders of BASF SE -35 5 798 -5,618 42,056 3,115 1,176 -8,474 -1,060 -15 Other com- prehensive incomeb -4,850 -973 -1,075 7 -1,800 -6,538 3,115 1,176 -12 -11 -1 37,911 53 -54 -3,726 -49 -3,677 -3,677 -108 2 53 -2,598 BASF Report 2021 Capital consolidation is conducted at the acquisition date according to the purchase method. Initially, all assets, liabilities and additional intangible assets that are to be capitalized are measured at fair value regardless of the scope of any noncontrolling interests. Subse- quently, the cost of acquiring the company is compared with the proportional share of the fair value of the net assets acquired. The resulting positive differences are capitalized as goodwill. Negative differences are reviewed once more, then recognized directly in the income statement. Amendments to IAS 12 January 1, 2023 December 9, 2021 Insurance Contracts (Initial Application of IFRS 17 and IFRS 9 - Comparative Information) February 12, 2021 January 1, 2023 January 1, 2023 Making Materiality Judgements (Presentation of Key Accounting Policies) Accounting Policies, Changes in Accounting Estimates and Errors (Definition of Changes in Accounting Policies and Accounting Estimates) Income Taxes (Deferred Tax Related to Assets and Liabilities Arising from May 7, 2021 a Single Transaction) Consolidated Financial Statements - Notes January 1, 2023 Amendments to IFRS 17 < > 202 In addition to BASF SE, the Consolidated Financial Statements include all material subsidiaries on a fully consolidated and all material joint operations on a proportionally consolidated basis. Companies whose business is dormant or of low volume, and are of minor importance for the presentation of a true and fair view of the net assets, financial position and results of operations, are not consolidated, but rather are reported under other shareholdings. These companies are carried at amortized cost and are written down in the case of an impairment. The aggregate assets and equity of these companies amount to less than 1% of the corresponding value at Group level. Scope of consolidation: The scope of consolidation is based on the application of the standards IFRS 10 and 11. According to IFRS 10, a group consists of a parent entity and the subsidiaries controlled by the parent. “Control” of an investee assumes the simultaneous fulfillment of the following three criteria: The parent company holds decision-making power over the relevant activities of the investee - The parent company has rights to variable returns from the investee The parent company can use its decision-making power to affect the variable returns Based on corporate governance structures and any additional agreements, companies are analyzed for their relevant activities and variable returns, and the link between the variable returns and the extent to which their relevant activities could be influenced. According to IFRS 11, which regulates the accounting of joint arrangements, a distinction must be made between joint ventures and joint operations. In the case of a joint venture, the parties that I have joint control of a legally independent company have rights to the net assets of that arrangement. In joint operations, the parties that have joint control have direct rights to the assets and obligations for the liabilities relating to the arrangement. This requirement is particularly fulfilled if the production output of the joint arrangement is almost entirely transferred to the partners, through which the partners guarantee the joint arrangements' ongoing financing. Companies whose corporate governance structures classify them as joint arrangements are analyzed to determine if they meet the criteria for joint ventures or joint operations in accordance with IFRS 11. Should the arrangement be structured through a separate vehicle, its legal form, contractual arrangements and all other facts and circumstances are reviewed. Joint ventures and associated companies are accounted for using the equity method in the Consolidated Financial Statements. Associated companies are entities that are not subsidiaries, joint ventures or joint operations, and over whose operating and financial policies significant influence can be exercised. In general, this applies to companies in which BASF has an investment of between 20% and 50%. Associated companies and joint ventures that are fully or predominantly allocated to operating divisions are classified as integral because they are integrated into the value chain of the respective division; are controlled by the divisions; and they generate their income in close cooperation with the other assets of the BASF Group and/or of these divisions. Equity-accounted income from integral joint ventures or associated companies is reported as part of income from operations (EBIT). Equity-accounted income from non-integral joint ventures or associated companies is reported in net income from shareholdings. For more information, see Note 10 from page 225 onward Consolidation methods: Assets and liabilities of consolidated companies are uniformly recognized and measured in accordance with the principles described herein. For companies accounted for using the equity method, material deviations in measurement resulting from the application of other accounting principles are adjusted. Transactions between consolidated companies as well as intercompany profits resulting from trade between consolidated companies are eliminated in full. Sales and material other balances and transactions between joint operations and fully consolidated Group companies are also eliminated. Material intercompany profits related to companies accounted for using the equity method are eliminated. February 12, 2021 1.3 Group accounting principles Presentation of Financial Statements and Amendments to January 1, 2023 Property, Plant and Equipment (Proceeds before Intended Use) May 14, 2020 June 28, 2021 January 1, 2022 Provisions, Contingent Liabilities and Contingent Assets May 14, 2020 (Onerous Contracts, Settlement Costs from Contracts) June 28, 2021 January 1, 2022 May 14, 2020 June 28, 2021 January 1, 2022 Noncontrolling interests are measured at fair value at the date of acquisition proportional to the assets acquired and liabilities assumed (partial goodwill method). IFRS 1 (Subsidiary as a First-Time Adopter) IFRS 9 (Fees in the "10% Test" Regarding Derecognition of Financial Liabilities) IFRS 16 (Lease Incentives) IAS 41 (Taxation in Fair Value Measurements) Insurance Contracts (including amendments to the standard) June 25, 2020 November 19, 2021 January 1, 2023 IFRSS and IFRICS not yet to be considered and not yet endorsed by the E.U. The IASB issued further amendments to standards and interpretations which are still subject to E.U. endorsement and whose application is not yet mandatory. The amendments to IAS 12, which serve to clarify how companies account for deferred taxes on transactions such as leases and decommissioning obligations, are already being applied in BASF's financial statements. All other amendments are unlikely to have a material impact on the reporting of BASF. BASF does not plan on early adoption of these amendments. IFRSS and IFRICS not yet to be considered and not yet endorsed by the E.U. Standard/interpretation Amendments to IAS 1 Amendments to IAS 1 and IFRS Practice Statement 2 Amendments to IAS 8 Name of standard/interpretation or amendments Date of publication Expected date of initial application Presentation of Financial Statements (Classification of Liabilities as Current or Noncurrent) (including Deferral of Effective Date) January 23, 2020 (July 15, 2020) The incidental acquisition costs of a business combination are recognized in the income statement under other operating expenses. 5.89 BASF Report 2021 4.93 4.90 23.14 24.42 23.99 121.85 4.80 24.52 9.99 10.47 Mandatory date of initial application January 1, 2022 10.16 85.30 91.47 87.15 1.03 1.08 1.08 1,346.38 1.13 1,336.00 1.23 1,354.06 1.18 Mexico (MXN) Norway (NOK) Russia (RUB) Switzerland (CHF) South Korea (KRW) United States (USD) 1.4 Accounting policies 10.72 82.72 1.07 1,345.58 1.14 The accounting policies for the individual items in the Balance Sheet and the Statement of Income are presented in the respective sections of the Notes. Business combinations: In business combinations, the acquired assets and liabilities are recognized at fair value on the date the acquirer effectively obtains control. The fair value of acquired assets and assumed liabilities at the date of acquisition, as well as the useful lives of the acquired assets, are largely based on projected cash flows. Actual cash flows can deviate significantly from those. Independent external appraisals are typically used for the purchase price allocation of material business combinations. Valuations in the course of business combinations are based on existing information as of the acquisition date. Groups of assets and liabilities held for sale (disposal groups): These comprise those assets and directly associated liabilities shown separately on the balance sheet whose sale in the context of a single transaction is highly probable. A transaction is assumed to be highly probable if there are no significant risks of completion of the transaction, which usually requires the conclusion of binding contracts. The assets and liabilities of disposal groups are recog- nized at the lower of the sum of their carrying amounts or fair value less costs to sell; this does not apply to assets that do not fall under the valuation principles of IFRS 5. Depreciation of noncurrent assets and the use of the equity method are suspended. 4.72 For more information, see Note 13 on page 235 Malaysia (MYR) 126.49 Consolidated Financial Statements - Notes < > 203 Foreign currency translation: The cost of assets acquired in foreign currencies and revenue from sales in foreign currencies are determined by the exchange rate on the date the transaction is recognized. Foreign currency receivables and liabilities are valued at the exchange rates on the balance sheet date. Changes in assets and liabilities arising from foreign currency translation are recognized in the income statement and reported under other operating income or expenses, other financial result, and in the case of financial assets measured at fair value through other comprehensive income, in other comprehensive income. Translation of foreign currency financial statements: The translation of foreign currency financial statements depends on the functional currency of the consolidated companies. For companies whose functional currency is not the euro, translation into the reporting currency is based on the closing rate method: Balance sheet items are translated into euros using closing rates on the balance sheet date; expenses and income are translated into euros at monthly average rates and accumulated for the year. The difference between a company's translated equity at historical rates at the time of acquisition or retention and its equity at closing rates on the balance sheet date is reported under other comprehensive income (translation adjustments) and is recognized in the income statement only upon the company's disposal. For certain companies outside the eurozone or U.S. dollar zone, the euro or U.S. dollar is the functional currency. In such cases, financial statements prepared in the local currency are translated into the functional currency using the temporal method: All nonmonetary assets and related depreciation and amortization as well as equity are translated at the exchange rate applying to the respective trans- actions. All other balance sheet items are translated using closing rates on the balance sheet date; other expenses and income are translated at monthly average rates. The resulting translation differ- ences are recognized in the income statement under other operating income or expenses. If necessary, financial statements in the func- tional currency are translated into the presentation currency accord- ing to the closing rate method. Selected exchange rates EUR 1 equals Closing rates Average rates Dec. 31, Dec. 31, 2021 2020 2021 2020 Brazil (BRL) China (CNY) 6.31 6.37 6.38 7.19 8.02 7.63 7.87 United Kingdom (GBP) Japan (JPY) 0.84 0.90 0.86 0.89 130.38 129.88 June 28, 2021 BASF Report 2021 by the E.U. 436 0.5 598 0.7 Payments made for acquisitions Additions of cash and cash equivalents 652 1,308 -52 -68 Payments made for acquisitions according to statement of cash flows 600 1,240 a Proportional share in relation to the BASF Group Consolidated Financial Statements - Notes Total equity and liabilities BASF Report 2021 Consolidated Financial Statements - Notes <>=209 Divestitures In 2021, BASF sold the following activities: - On May 31, 2021, BASF completed the sale of its production site in Kankakee, Illinois, to a subsidiary of One Rock Capital Partners, LLC. The transaction also included the vegetable-oil- based sterols and natural vitamin E business as well as the anionic surfactants and esters produced at the Kankakee site. The purchase price was €177 million. The transaction affected the Nutrition & Health and Care Chemicals divisions. - Following the fulfillment of clearance conditions, BASF closed the divestiture of its global pigments business to DIC, Tokyo, Japan, on June 30, 2021. The business' assets and liabilities have been reported as a disposal group since the business transfer agreement was signed in August 2019. The purchase price on a cash and debt-free basis was €1.15 billion. The transaction affected approximately 2,500 employees in the Dispersions & Pigments division. The division was renamed Dispersions & Resins following the transaction closing. The disposal group of the pigments business was derecognized when BASF's global pigments business was sold to DIC, Tokyo, Japan, on June 30, 2021. The calculation of the disposal loss on the global pigments business is presented in the following table: Calculation of disposal loss on the global pigments business Million € June 30, 2021 Purchase price on a cash and debt-free basis Purchase price adjustments Purchase price Disposed net assets 1,150 0.0 -140 8 91 %a 52 2.0 68 1.6 Assets 1,436 1.6 1,906 2.4 Other noncurrent assets of which financial indebtedness Current liabilities of which financial indebtedness Equity 348 0.8 of which noncontrolling interests Noncurrent liabilities 348 27.0 65 0.3 264 0.9 5 371 1.8 334 2.1 2.7 1,010 -938 Assets of the disposal group 0.3 11 0.1 8 2.8 559 1.5 332 10.8 670 2.3 139 0.3 21 BASF Report 2021 Consolidated Financial Statements - Notes <>=201 IFRSS and IFRICS not yet to be considered but already endorsed by the E.U. The effects on the BASF Group financial statements of the IFRSS and IFRICS not yet in force in 2021 but already endorsed by the European Union were reviewed. The amendments to IAS 16, whereby specific income is to be recognized with the associated costs in profit or loss, as well as the amendments to IAS 37 regarding cost calculation for onerous contracts are already being taken into account. BASF currently assumes that all other amendments will have no material effect. It does not plan on early adoption. IFRSS and IFRICS not yet to be considered but already endorsed by the E.U. Standard/interpretation Amendments to IFRS 3 Amendments to IAS 16 Amendments to IAS 37 Annual improvements to IFRS 2018-2020 Amendments to IFRS 17 Name of standard/interpretation or amendments Business Combinations (Amendment to References to the Conceptual Framework) Date of endorsement Date of publication 108 2.5 Noncurrent assets 744 -1,281 Reinstated receivables 30 Liabilities of the disposal group Reinstated liabilities 338 -25 Other -89 -17 -63 -80 Disposal loss before taxes Tax expense Disposal loss after taxes May 14, 2020 a Purchase price adjustments take into account, among other things, cash, financial indebtedness and pension obligations. The following overview shows the effects of the divestitures in 2021 and 2020 on the Consolidated Financial Statements. The sales line item showed the year-on-year decline resulting from divestitures. The impact on equity related mainly to gains and losses from divestitures. On November 30, 2021, BASF completed the sale of the precision microchemicals business to Entegris, Billerica, Massachusetts. The transaction included fixed assets and inventories; the purchase price was €78 million. The precision microchemicals business was part of the Surface Treatment business unit of BASF's Coatings division, operating under the Chemetall brand. In 2020, BASF sold the following activity: - On September 30, 2020, and on November 30, 2020, BASF closed the divestiture of its construction chemicals business to an affiliate of Lone Star, Dallas, Texas, a global private equity firm. The purchase price on a cash and debt-free basis was €3.17 bil- lion. The sale covered approximately 7,500 employees as well as production sites and sales offices in more than 60 countries of the former Construction Chemicals division. From the signing of the agreement on December 21, 2019, until the closing of the transaction, BASF's construction chemicals business was reported as a discontinued operation. Purchase price adjustments were reported in income from discontinued operations in the amount of €36 million after taxes in 2021. Discontinued operations: These are classified as held for sale and are presented as discontinued operations in BASF's Consolidated Financial Statements in accordance with IFRS 5. Until closing, the income after taxes of discontinued operations is shown in income after taxes of the BASF Group as a separate item (income after taxes from discontinued operations). In addition, the assets and liabilities of the discontinued operations are reclassified to a disposal group (assets or liabilities of disposal groups). The statement of cash flows is not adjusted. The activities of discontinued operations are not allocated to any reportable segment in financial reporting. of which cash and cash equivalents 1.8 548 2.0 692 Current assets 2.7 1,358 1.4 · On November 9, 2021, BASF and Clayton, Dubilier & Rice sold their shares in Solenis to Platinum Equity, Beverly Hills, California. With over 5,200 employees, Solenis serves customers in water-intensive industries by helping them solve complex water treatment and process improvement challenges. BASF held a 49% share in Solenis after having transferred its wet-end paper and water chemicals business to the company in February 2019. This was accounted for using the equity method. The remaining 51% of the shares were held by funds managed by Clayton, Dubilier & Rice, and by Solenis management. The purchase price allocated to BASF was €1.1 billion. The investment was classified as non-integral. Its earnings and the gain on the disposal in the amount of €589 million were reported under net income from shareholdings. For more information, see Note 3 from page 207 onward and Note 5 from page 213 onward Two newly established companies with headquarters in Europe (one of those in Germany) Consolidated Financial Statements - Notes of which financial indebtedness Current liabilities of which financial indebtedness Total equity and liabilities 794 1.9 607 1.8 8 -338 -1.7 -883 -5.4 464 0.5 Noncurrent liabilities -276 Equity -3,035 -0.1 of which property, plant and equipment -50 -0.2 Current assets -1,730 -4.9 -3,035 -10.2 of which cash and cash equivalentsb -33 -89 Assets -1,761 -2.0 -3.8 -31 -0.3 2,225 Property, plant and equipment Other intangible assets Goodwill Million € Preliminary purchase price allocation for the acquisition of assets and liabilities of the BASF Shanshan companies The gross amounts of contractual trade accounts receivable were €290 million, of which €52 million is expected to be uncollectible. The gross amounts of Other receivables were €160 million. The following table shows the fair values for the assets and liabilities of the BASF Shanshan companies, which were used on a preliminary basis until a complete independent valuation is carried out. The purchase price allocation considers all the facts and circumstances prevailing as of the date of acquisition that were known prior to the preparation of these financial statements. If further facts and circumstances become known within the 12-month valuation period pursuant to IFRS 3, the purchase price allocation will be recalculated accordingly. suitable for forecasting future developments or events. The goodwill is not tax deductible. Since August 31, 2021, BASF and Shanshan, a lithium-ion battery materials provider in China, have held shares in BASF Shanshan Battery Materials Co., Ltd. The company is majority-owned by BASF (BASF 51%; Shanshan 49%). It already occupies a very strong position in the value chain for battery materials including raw materials, precursors for cathode active materials, cathode active materials and battery recycling. It focuses primarily on the electric vehicle market as well as the consumer electronics and energy storage segments. Through this investment, BASF is further strengthening its position in Asia to create an integrated global supply chain for battery materials for customers in China and worldwide. The investment strengthens the Catalysts division. The transaction includes four companies and approximately 1,600 employees. One of the companies is classified as an investment accounted for using the equity method, but for reasons of materiality, was consolidated in BASF's financial statements at amortized cost. The purchase price was €616 mil- lion and was cash-effective in full. A separate transaction valued at €36 million was connected to the purchase in accordance with IFRS 3.51 and was reported under other receivables. It contains a compensation component which is coupled with employees remaining at BASF Shanshan Battery Materials Co., Ltd. It affects a period of one to two years and will be disbursed in two tranches. Goodwill of €254 million resulted in particular from sales and cost synergies. The businesses acquired accounted for €354 million in sales revenue and -€36 million in income from operations in the 2021 fiscal year. Including the businesses and assets of the BASF Shanshan companies in BASF's Consolidated Financial State- ments since January 1, 2021, would have resulted in a sales revenue contribution of €821 million and income from operations of €13 million. These pro forma data are for comparison purposes. They are not necessarily values that would have resulted had the transaction taken place as of January 1, 2021, and are not - In 2021, BASF acquired the following activity: Acquisitions 3 Acquisitions and divestitures <>=207 Consolidated Financial Statements - Notes Integral investments accounted for using the equity method Non-integral investments accounted for using the equity method Other financial assets Payments received from divestitures Deferred tax assets Noncurrent assets 2,759 Further effects in connection with divestitures -1,195 -239 Payments received from divestitures according to statement of cash flows 1,030 2,520 a Proportional share in relation to the BASF Group 8 332 139 254 Fair value as of date of acquisition Accounts receivable, trade Inventories Other receivables and miscellaneous assets Noncurrent assets -0.2 -91 Total purchase price Total liabilities Other liabilities Current liabilities Financial indebtedness Tax liabilities 616 348 Noncontrolling interests 436 371 15 91 1 2 Provisions BASF Report 2021 262 Consolidated Financial Statements - Notes 208 Million € %a Million € 2020 2021 Property, plant and equipment Financial assets Other intangible assets Goodwill Effects of acquisitions The following overview shows the effects of acquisitions in 2021 and 2020 on the Consolidated Financial Statements. When acquisitions resulted in the transfer of assets or the assumption of additional liabilities, the effects were shown as net amounts. BASF closed the acquisition of Solvay's polyamide business (PA 6.6) on January 31, 2020. Domo Chemicals, Leuna, Germany, was approved by the E.U. Commission as the buyer of the European polyamide business, which could not be acquired by BASF under the conditions imposed by the authorities. The trans- action broadened BASF's polyamide capabilities with innovative products. It also enhanced the company's access to growth markets in Asia as well as in North and South America. Through backward integration into the key raw material adiponitrile (ADN), BASF was integrated along the entire polyamide 6.6 value chain and was able to improve supply reliability. The purchase price of the business acquired by BASF was €1,319 million on a cash and debt-free basis. Of that amount, €1,308 million was already cash effective in 2020. The remaining purchase price should be paid in 2022. The business was integrated into the Performance Materials and Monomers divisions. The transaction between Solvay and BASF included eight production sites in Germany, France, China, India, South Korea, Brazil and Mexico, as well as research and development and technical consultation centers in Asia and the Americas. It also included two shareholdings in France, which are accounted for as joint operations: The 50% interest in Butachimie SNC, Chalampé, France, to produce ADN and hexamethylenediamine, and the 51% interest in the newly established Alsachimie S.A.S., Chalampé, France, to produce adipic acid. With the acquisition, around 700 Solvay employees were transferred to BASF. Furthermore, some 1,000 employees of the Alsachimie S.A.S. and Butachimie SNC joint operations are to be included on a pro rata basis by BASF. Goodwill of €20 million resulted in particular from sales synergies. The majority of total goodwill was not tax deductible. - In 2020, BASF acquired the following activity: Furthermore, BASF completed the purchase of 49.5% of Vattenfall's Hollandse Kust Zuid wind farm on September 1, 2021. The transaction is not being reported as an acquisition because the acquired assets do not constitute a business in accordance with IFRS 3.2b, so it is not within the IFRS 3 scope of application. The transaction is therefore not included in the table to the right. - < > Accounts payable, trade 65 Noncurrent liabilities 238 207 744 11 Effects of divestitures Sales ΚΣΕ 210 2021 2020 Million € %a Million € %a -495 -0.8 Other receivables and miscellaneous assets 160 Marketable securities Cash and cash equivalents 8 Other liabilities 5 Financial indebtedness 18 Other provisions 2 BASF Report 2021 Tax provisions 1,401 657 52 Deferred tax liabilities Provisions for pensions and similar obligations Total assets Current assets 32 For more information, see basf.com/en/corporate governance For more information, see Note 4 on page 213 A list of the companies included in the Consolidated Financial Statements and of all companies in which BASF SE has a shareholding as required by section 313(2) of the German Commercial Code (HGB) is provided in the list of shares held. 7 9 302 282 24 2020 2021 Africa, Middle East 3 2 76 39 45 Asia Pacific North America 9 Germany 43 of which proportionally consolidated 21 71 35 43 140 As of December 31 of which proportionally consolidated 63 24 3 8 4 3 9 Deconsolidations 2 Of which 6 First-time consolidations Consolidated Financial Statements - Notes BASF Report 2021 For more information on climate and sustainability, see Wintershall Dea's annual report at wintershalldea.com/en/investor-relations Climate policies are also causing fundamental changes in the automotive industry, one of BASF's key customer industries. The transition to electromobility will have a long-term negative impact on the emissions catalyst business. This development was accounted for in the adjustment of the growth rate for the goodwill impairment test and did not lead to an impairment. Other BASF businesses will benefit from this transformation; for example, demand for innovative lightweight materials and battery materials will grow. Furthermore, climate policies can influence the business of oil and gas producers such as Wintershall Dea, which BASF accounts for using the equity method. Nevertheless, given the large share of gas in Wintershall Dea's production and reserves as well as the acceptance of gas as a bridge technology, it can be assumed that these assets are fundamentally recoverable. The price assumptions applied for the impairment test reflected current developments regarding climate neutrality as well as a possible oil and gas shortage due to lack of investment in this industry. Climate and sustainability-related developments: The chemical industry is resource-intensive. BASF is committed to the Paris Climate Agreement: Using resources as efficiently and responsibly as possible and the concept of a circular economy are firmly embedded in BASF's strategy and its actions, supported by the Verbund structure, clearly defined ambitious targets for reducing CO2, and the use of renewable and recycled feedstocks. BASF always strives to employ raw materials more efficiently and improve production processes as well as to continuously seek ways to use non-fossil, renewable or recycled feedstocks. For this reason, current developments and measures relating to climate change and sustainability do not lead to fundamentally changed expectations with regard to useful lives or recoverability of the majority of noncurrent assets. There is also no material need for adjustments to provisions for environmental and restoration obligations. In individual cases, however, plants may be shut down if necessary for reasons of environmental protection. The goodwill impairment test is based on cash-generating units. At BASF, these largely correspond to the business units, or in individual cases the divisions. If there is a need for impairment, the existing goodwill is, if necessary, completely written off as a first step. If there is further need for impairment, this is allocated to the remaining assets of the cash-generating unit. Goodwill impairments are reported under other operating expenses. An impairment is recognized if the recoverable amount of the asset is lower than the carrying amount. The impaired asset (excluding goodwill) is written down by the amount of the difference between these amounts. 3.4 For more information, see Note 3 from page 207 onward and Note 14 from page 236 onward testing. It comprises a risk-free interest rate, the market risk premium and an industry-specific spread for the credit risk. Additional important assumptions are the forecasts for the detailed planning period and the terminal growth rates used. Fair value less costs to sell must be determined for the impairment test of disposal groups; specific assumptions relating to the respective transaction must be made for this determination. Impairment tests on assets are carried out whenever certain triggering events indicate potential impairment. External triggering events include, for example, changes in customer industries, technologies used and economic downturns. Internal triggering events for an impairment test include lower product profitability, planned restructuring measures or physical damage to assets. Impairment tests entail a comparison of the carrying amount and the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and the value in use. As a rule, value in use is determined using the discounted cash flow method. The estimation of cash flows and the assumptions used consider all information available on the respective balance sheet date on the future development of the operating business. Actual future developments may vary. Impairment testing relies upon the cash-generating unit's long-term earnings forecasts, which are based on macroeconomic trends. The weighted average cost of capital (WACC) based on the capital asset pricing model plays an important role in impairment The carrying amount of assets, liabilities and provisions, contingent liabilities and other financial obligations reported in the Consolidated Financial Statements depends on the use of estimates, assumptions and discretionary scope. Specific estimates or assumptions used in individual accounting or valuation methods are disclosed in their respective sections of the Notes to the Consolidated Financial Statements. They are based on the circumstances and estimates on the balance sheet date and thus affect the amounts of income and expenses shown for the reporting periods presented. These assumptions primarily relate to the determination of discounted cash flows in the context of impairment tests and purchase price allocations; the useful lives of depreciable property, plant and equipment and intangible assets; the carrying amount of shareholdings; and the measurement of provisions for items such as employee benefits, warranties, trade discounts, environmental protection and taxes. Although uncertainty is appropriately incorporated in the valuation factors, actual results can differ from these estimates. Use of estimates and assumptions in preparing the Consolidated Financial Statements 204 < > < > 205 2 Scope of consolidation As of December 31, 2021, a total of 267 companies were included, either proportionally or fully, in the scope of consolidation of the Consolidated Financial Statements (December 31, 2020: 282). Of these, nine companies were first-time consolidations (2020: 43). Since the beginning of 2021, a total of 24 companies (2020: 63) were deconsolidated due to divestiture, merger, liquidation or immateriality. First-time consolidations in 2021 comprised: 7 of which proportionally consolidated 143 As of January 1 Europe South America, Number of companies 267 Scope of consolidation Three of the nine first-time consolidations in 2021 were companies added as part of the formation of BASF Shanshan Battery Materials Co., Ltd. Five companies were added to the scope of consolidation as acquired or newly formed companies as part of the purchase of 49.5% of the Hollandse Kust Zuid offshore wind park from Vattenfall. · Eleven companies that had not been consolidated at the time of initial inclusion in the Consolidated Financial Statements in Europe, six in North America, 11 in Asia Pacific and two in South America, Africa, Middle East - One newly established company with headquarters in Europe, two newly established companies in Asia Pacific, and one newly established company with headquarters in South America, Africa, Middle East - Four acquired companies with headquarters in Europe (one of those in Germany), one in North America, one in South America, Africa, Middle East, and three in Asia Pacific First-time consolidations in 2020 comprised: Four acquired companies with headquarters in Europe and three in Asia Pacific - Eleven companies were deconsolidated as a result of the divestiture of the global pigments business in 2021. Additionally, seven companies merged with BASF companies due to the integration of the polyamide business (PA 6.6) which had been acquired in 2020. BASF Report 2021 282 9 -5 0.0 1 0.0 -11 0.0 -7 0.2 7 0.3 -8 0.1 -23 0.0 -28 0.0 0.2 0 0.0 In addition to the fully and proportionally consolidated companies, 27 joint ventures and/or associated companies (2020: 25) were consolidated using the equity method. Alsachimie S.A.S., Chalampé, France, which is jointly operated with Domo Chemicals for the production of adipic acid Ellba C.V., Rotterdam, Netherlands, which is jointly operated with Shell for the production of propylene oxide and styrene monomer BASF DOW HPPO Production BVBA, Antwerp, Belgium, which is jointly operated with Dow for the production of propylene oxide Butachimie SNC, Chalampé, France, which is jointly operated with Invista for the production of adiponitrile (ADN) and hexamethylenediamine (HMD) - The proportionally consolidated joint operations include, in particular: 0.0 -11 0.0 -7 0.0 1 0.0 -7 0.0 -8 0.0 39 0.0 -1 of which financial indebtedness Noncurrent liabilities Equity Assets of which cash and cash equivalents Current assets of which property, plant and equipment Noncurrent assets Sales Overview of impact of changes to the scope of consolidation (excluding acquisitions and divestitures) Consolidated Financial Statements - Notes BASF Report 2021 7 of which proportionally consolidated 9 Current liabilities of which financial indebtedness Total equity and liabilities Other financial obligations 0.0 12 0.0 21 0.0 -3 0.0 2 -1 Million € %a Million € 2020 2021 ΚΣΕ 206 a Proportional share in relation to the BASF Group %a 254 c Includes project-related tax payments and derecognition of cash and cash equivalents. The divestiture of the investment accounted for using the equity method to Solenis in 2021, is not shown under divestitures in the statement of cash flows, but as a disposal of financial assets. b Includes €33 million from the divested disposal group of the pigments business in 2021, and €89 million from the discontinued construction chemicals business in 2020. Consolidated Financial Statements - Notes 6 94 9 20 409 Income from integral companies accounted for using the equity method 85,358 3,786 8,202 6,933 22,831 9,296 16,464 17,848 Sales including transfers 6,761 120 40 136 675 Income from operations (EBIT) 2,997 property, plant and equipment other intangible assets of which goodwill 87,383 23,121 15,305 7,231 13,769 6,302 11,286 10,369 Assets 7,677 -641 696 554 761 965 2,345 491 171 420 1,250 BASF Report 2021 215 < > -1,562 7,448 -462 -436 -909 207 -191 7,677 -1,203 -641 1,012 8,317 -3,751 -91 -434 3 Consolidated Financial Statements - Notes 199 Segments 2021 <>=216 4,269 78,598 3,666 8,162 6,442 22,659 8,876 15,214 13,579 Intersegment transfers Sales BASF Group Other Agricultural Solutions Nutrition & Care Surface Technologies Industrial Solutions Materials Chemicals Million € 189 631 2,373 33 31 of which impairments and reversals of impairmentsa 3,678 157 662 413 483 380 817 4,881 183 347 654 1,469 361 709 1,157 Additions to property, plant and equipment and intangible assets (including acquisitions) Depreciation and amortization of property, plant and equipment and intangible assets 43 2,216 9 8 8,071 Intersegment transfers Sales BASF Group Other Agricultural Solutions Nutrition & Care Surface Technologies Industrial Solutions Materials Chemicals <>= 217 Million € Segments 2020 Consolidated Financial Statements - Notes BASF Report 2021 a Impairments and reversals of impairments included reversals of impairments of €12 million in Industrial Solutions in 2021. 144 14 6 -3,317 378 172 959 2,570 2,716 3,817 2,025 4,732 4,734 5,980 41 3,596 379 1,104 172 632 55 7,520 66 3,187 874 21,553 904 integral investments accounted for using the equity method 212 296 175 193 97 Research and development expenses 45,301 23,573 4,091 3,146 3,678 2,621 4,372 3,820 Liabilities 2,540 582 42 484 21 1,199 -93 3,560 7,768 -17 -37 -17 -17 -20 638 202 -2 -44 -2 -44 -71 -636 -158 -565 -153 -5 Wind farm investment December 31, 2021 Kaolin minerals business December 31, 2021 ΚΣΕ 212 -2 Net assets -4 -4 - Agricultural Solutions: Agricultural Solutions Nutrition & Care: Care Chemicals, Nutrition & Health · Surface Technologies: Catalysts, Coatings · Industrial Solutions: Dispersions & Resins, Performance Chemicals · Materials: Performance Materials, Monomers Chemicals: Petrochemicals, Intermediates The BASF Group's business is operated by 11 divisions, grouped into six segments: 5 Reporting by segment and region For more information, see basf.com/en/corporate governance The list of consolidated companies and the complete list of all companies in which BASF SE holds shares as required by section 313(2) HGB as well as information on the exemption of subsidiaries from accounting and disclosure obligations are an integral component of the audited Consolidated Financial Statements submitted to the electronic Federal Gazette (Bundes- anzeiger). The list of shares held is also published online. BASF Group list of shares held pursuant to section 313(2) of the German Commercial Code (HGB) 4 <>=213 Consolidated Financial Statements - Notes BASF Report 2021 617 163 21 39 -2 The divisions are allocated to the segments based on their business models and according to their focal points, customer groups, the focus of their innovations, their investment relevance and sustainability aspects. Liabilities of the disposal group Other liabilities Integral investments accounted for using the equity method Property, plant and equipment Other intangible assets Goodwill Balance Sheet Million € Disposal groups The values of the disposal groups are presented in the following table. Other comprehensive income as of December 31, 2021, included €52 million, which resulted from the change in the fair value of physical power purchase agreements (PPAs) and is fully attributable to the wind farm investment disposal group. Consolidated Financial Statements - Notes BASF Report 2021 211 < > · On December 28, 2021, BASF reached an agreement with Clariant Corporation, Louisville, Kentucky, to sell its production site in Quincy, Florida, and the associated attapulgite business in the Dispersion & Resins division. The Quincy site employs around 75 employees and manufactures clay-based mineral products used in a variety of industrial applications. The purchase price amounts to $60 million. The transaction is expected to close in the summer of 2022, subject to the approval of the relevant antitrust authorities. - On December 6, 2021, BASF and Allianz Capital Partners, acting as party to the contract on behalf of Allianz Insurance Companies (Allianz), agreed to the purchase by Allianz of 25.2% of the investment in the Hollandse Kust Zuid (HKZ) offshore wind farm. This follows a transaction between Vattenfall and BASF under which BASF acquired 49.5% of HKZ from Vattenfall on Septem- ber 1, 2021. The transaction is expected to close in the first quarter of 2022, subject to the approval of the relevant antitrust authorities. The assets and liabilities were reclassified to a disposal group upon agreement to the investment by Allianz. On November 18, 2021, BASF and KaMin LLC./CADAM S.A. (KaMin) signed an agreement to sell BASF's kaolin minerals business to KaMin, a global performance minerals company headquartered in Macon, Georgia. Currently, the kaolin minerals business is part of BASF's Performance Chemicals division. Pending approval by the relevant antitrust authorities, the transaction is expected to close in the second half of 2022. The kaolin minerals business has approximately 440 employees in North America, Europe and Asia. The divestiture comprises the production hub with sites in Daveyville, Toddville, Edgar, Gordon and related mines, reserves and mills in Toomsboro and Sandersville, Georgia. The refinery catalysts operations located at the same site are not part of the divestiture. With the agreement on the sale of the kaolin minerals business to KaMin, the affected assets and liabilities were reclassified to a disposal group, and an impairment test was performed as of December 31, 2021. In accordance with IFRS 5, the fair value less expected disposal costs was used as the recoverable amount and compared with the carrying amount. This resulted in the need for impairment in the amount of €9 million as of December 31, 2021, which was allocated to the goodwill of the disposal group for the kaolin minerals business. Agreed transactions and groups of assets and liabilities held for sale (disposal groups) BASF Report 2021 Non-integral investments accounted for using the equity method Current liabilities Other financial assets Other receivables and miscellaneous assets Financial indebtedness Tax liabilities Provisions Accounts payable, trade Noncurrent liabilities Other liabilities Financial indebtedness Other provisions Tax provisions Deferred tax liabilities Provisions for pensions and similar obligations Assets of the disposal group Current assets Cash and cash equivalents Marketable securities Other receivables and miscellaneous assets Accounts receivable, trade. Inventories Noncurrent assets Deferred tax assets 10,736 The Chemicals segment comprises the Petrochemicals and Intermediates divisions and is the cornerstone of BASF's Verbund structure. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of the key value chains. In addition to internal transfers, the segment mainly serves customers in downstream industries, especially in the chemical and plastics industries. The segment's competitiveness is strengthened by technological leadership and operational excellence, process and product innovations as well as the development of sustainable technologies. and customer proximity, particularly products that contribute to the circular economy as well as sustainable production methods help differentiate BASF from its competitors. December 31, 2020 64,262 December 31, 2021 Income before income taxes Financial result Net income from shareholdings EBIT EBIT of Other EBIT of the segments Special items Special items of Other Special items of the segments EBIT before special items EBIT before special items of Other EBIT before special items of the segments Reconciliation of segment income to income before income taxes Million € Assets of the BASF Group Assets of Other Other receivables/prepaid expenses 56,161 Defined benefit assets 3,202 10,418 -769 -643 4,329 8,411 2020 2021 80,292 87,383 24,131 23,121 2,375 3,407 126 661 4,537 2,832 3,386 2,600 11,456 2,251 The Materials segment is composed of the Performance Materials and the Monomers divisions. The segment offers advanced materials and their precursors for new applications and systems. Its product portfolio includes isocyanates and polyamides as well as inorganic basic products and specialties for plastics and plastics processing. In addition to specific technological knowledge, industry expertise Cash and cash equivalents / marketable securities Other financial assets and non-integral investments accounted for using the equity method 2020 2021 Income from operations (EBIT) of Other Million € -364 Remanent fixed costs resulting from organizational changes or restructuring; function and region-related restructuring costs not allocated to a division; idle capacity costs from internal human resource platforms; and consolidation effects that cannot be allocated to the divisions. Results from currency translation that are not allocated to the segments; earnings from the hedging of raw materials prices and foreign currency exchange risks; and gains and losses from the long-term incentive programs (LTI programs). - - The steering of the BASF Group by corporate headquarters. Cross-divisional corporate research, which includes plant biotechnology research, works on long-term topics of strategic importance to the BASF Group. Furthermore, it focuses on the development of specific key technologies, which are of central importance for the divisions. - The following activities are also presented under Other: Activities that are not allocated to any of the divisions are recorded under Other. These include other businesses which comprise commodity trading, engineering and other services, as well as rental income and leases. Discontinued operations and certain activities remaining after divestitures are also reported here. The Agricultural Solutions segment consists of the division of the same name. As an integrated provider, its portfolio comprises fungicides, herbicides, insecticides and biological crop protection products, as well as seeds and seed treatment products. Furthermore, Agricultural Solutions offers farmers innovative and sustainable solutions, including those based on digital technologies, combined with practical advice. 214 < > Consolidated Financial Statements - Notes BASF Report 2021 The Nutrition & Care segment comprises the Care Chemicals division and the Nutrition & Health division. This segment produces ingredients and solutions for consumer applications in the areas of nutrition, home and personal care. Its customers include food and feed producers as well as the pharmaceutical, cosmetics, and the detergent and cleaner industries. The segment's competitiveness is strengthened, among other things, by focusing on new business models and sustainability trends in the consumer goods markets, for instance expanding the portfolio with bio-based and bio- degradable products. The Surface Technologies segment bundles chemical solutions for surfaces in the Catalysts and Coatings divisions. Its portfolio range serves the automotive and chemical industries and includes catalysts, battery materials, automotive OEM and refinish coatings, surface treatment, and precious and base metal services. Innovations and solutions customized in collaboration with our customers in the field of sustainable mobility are a key growth driver for this segment. The Industrial Solutions segment consists of the Dispersions & Resins and the Performance Chemicals divisions. The segment develops and markets ingredients and additives for industrial applications, such as polymer dispersions, resins, electronic materials, antioxidants and additives. Its customers come from key industries such as automotive, plastics and electronics as well as energy and resources. The pigments business was part of the Dispersions & Pigments division until June 30, 2021. The division was renamed Dispersions & Resins as of July 1, 2021, following the divestiture of the global pigments business. Costs for cross-divisional corporate research Costs of corporate headquarters Deferred tax assets -355 -214 Assets of businesses included in Other Segment assets Reconciliation of the assets of Other to the assets of the BASF Group Million € Consolidated Financial Statements - Notes BASF Report 2021 Income from operations (EBIT) before special items is used for the internal steering of the segments and complements the key management indicator, return on capital employed (ROCE). It is determined based on EBIT, which is calculated from gross profit on sales, selling expenses, general administrative expenses, research and development expenses, other operating income and expenses, and income from integral companies accounted for using the equity method. To calculate EBIT before special items, this figure is then adjusted for special items. Special items arise from the integration of acquired businesses, restructuring costs, impairments and reversals of impairments, gains or losses on divestitures and sales of integral investments accounted for using the equity method, as well as other expenses and income that arise outside of ordinary business activities. EBIT and EBIT before special items are alternative performance measures that are not defined under IFRS and are to be considered as being complementary to the indicators defined by IFRS. The same accounting rules are used for segment reporting as those used for the Group, which are presented in these Notes. Transfers between the segments are generally executed at adjusted market-based prices, taking into account the higher cost efficiency and lower risk of intragroup transactions. Assets, as well as their depreciation and amortization, are allocated to the segments based on economic control. Assets used by more than one segment are allocated based on the percentage of usage. Income from operations of Other improved by €562 million year on year, from -€1,203 million to -€641 million. This resulted mainly from miscellaneous income and expenses, which included special income from the partial release of provisions for the restructuring of the Global Business Services unit. In the previous year, special charges had been recognized. The costs of corporate headquarters rose by €41 million year on year to €255 million. Income from other businesses increased by €11 million to €180 million. The costs for cross-divisional corporate research decreased by €9 million to €355 million. -1,203 -641 -735 -149 Miscellaneous income and expenses Income from operations of Other -59 -62 Foreign currency results, hedging and other measurement effects 169 180 Other businesses -255 7,644 767 6,019 of which intangible assets 80,292 3,388 13,725 17,628 32,270 45,551 Assets 59,149 3,591 14,895 16,440 10,296 24,223 100.0 8.3 26.0 26.6 9.3 property, plant and equipment 39.1 integral investments accounted for using the equity method 3,588 1,044 932 3,019 Additions to property, plant and equipment and intangible assets (including acquisitions) 1,878 1,350 105 391 423 19,647 602 4,220 5,275 6,192 9,550 13,145 306 1,013 5,126 6,700 690 % 4,905 3,678 105 663 1,146 1,138 1,764 4,881 83 1,468 845 1,512 2,484 Additions to property, plant and equipment and intangible assets (including acquisitions) Depreciation and amortization of property, plant and equipment and intangible assets including impairments and reversals of impairments 2,540 1,943 118 400 479 21,553 In the United States, sales to third parties in 2021 amounted to €19,583 million (2020: €14,352 million) according to location of companies and €18,277 million (2020: €13,414 million) according to location of customers. On December 31, 2021, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €10,466 million (2020: €9,967 million) in the United States. 59,149 In China, sales to third parties in 2021 amounted to €11,380 million (2020: €7,839 million) according to location of companies and €11,408 million (2020: €7,877 million) according to location of customers. On December 31, 2021, intangible assets, property, plant and equipment, and investments accounted for using the equity method amounted to €5,613 million (2020: €3,799 million) in China. Consolidated Financial Statements - Notes 15,406 15,709 5,510 23,129 BASF Group Africa, Middle East ΚΣΕ 210 South America, 16,659 North America Of which Germany Europe Sales Location of company Share Sales Location of customer Million € Regions 2020 BASF Report 2021 592 116 Depreciation and amortization of property, plant and equipment and intangible assets including impairments and reversals of impairments 920,486 1,000 2,008 1,000 918,479 918,479 1,000 -1,060 5,523 million € -15 459 million € -1,075 394 5,982 million € -36 million € 1,759 2 920,238 € part of BASF's "plus" share program. This applies regardless of the fact that the necessary shares are acquired on the market by third parties on behalf of BASF and that there are no plans to issue new shares. A dilutive effect from the issue of "plus" shares arose in the amount of €0.01 in 2021 (2020: no dilutive effect). In accordance with IAS 33, earnings per share are determined by dividing earnings attributable to shareholders of BASF SE by the weighted average of outstanding shares. Pursuant to IAS 33, a potential dilutive effect must be considered in the diluted earnings per share for those BASF shares that will be granted in the future as -1.15 6.00 € -1.15 6.01 € 0.43 -0.04 € 0.43 -0.04 € -1.58 6.04 € -1.58 6.05 € 4,869 396 -36 Net income of which noncontrolling interests Income after taxes Net income from discontinued operations of which noncontrolling interests Income after taxes from discontinued operations Net income from continuing operations of which noncontrolling interests Income after taxes from continuing operations Earnings per share 6 Earnings per share Consolidated Financial Statements - Notes BASF Report 2021 6,685 122 1,133 2,124 2,305 3,306 Weighted average number of outstanding shares million € Dilution effect from BASF's "plus" incentive share program Earnings per share million € -1,454 5,559 million € -17 459 million € -1,471 2020 6,018 million € 2021 220 < > From continuing and discontinued operations Diluted Diluted From discontinued operations Diluted From continuing operations Weighted average number of shares for diluted earnings per share 5,336 Asia Pacific 6,394 51 3,716 453 1,018 197 698 53 6,959 6,186 64 5,415 2,019 628 179 186 property, plant and equipment other intangible assets of which goodwill 3,039 4,362 4,498 2,040 2,948 2,905 2,734 3,893 3,435 Liabilities 1,878 464 34 414 48 208 710 integral investments accounted for using the equity method 19,647 893 2,528 2,353 2,973 80,292 24,131 14,840 6,214 2,433 7,751 6,448 16,862 8,019 11,456 10,932 Sales including transfers 4,752 73 91 429 203 375 720 2,861 59,149 2,360 7,660 63,901 3,556 Income from integral companies accounted for using the equity method 16 11,691 6,402 9,118 7,896 Assets -191 -1,203 582 688 -587 630 -109 -192 Income from operations (EBIT) 220 82 4 55 17 46 26,423 844 Research and development expenses 100.0 7.6 27.0 26.5 9.3 38.8 % 78,598 5,965 21,234 20,867 7,300 30,531 BASF Group Africa, Middle East ΚΣΕ 218 South America, Asia Pacific North America 31,594 Of which Germany 12,722 20,632 10,209 13,499 292 1,187 5,348 3,675 6,674 integral investments accounted for using the equity method property, plant and equipment 45,894 87,383 4,026 18,020 19,324 30,837 46,012 Assets 78,598 4,437 21,935 Europe of which intangible assets Location of company 1,665 1,429 4,869 156 459 510 585 331 1,957 871 Additions to property, plant and equipment and intangible assets (including acquisitions) Depreciation and amortization of property, plant and equipment and intangible assets 2,086 385 840 246 177 182 96 Sales 469 1,487 160 1,000 Share 464 Sales Location of customer Regions 2021 Consolidated Financial Statements - Notes BASF Report 2021 a In 2020, impairments and reversals of impairments only included impairments. 2,880 Million € 592 20 of which impairments and reversals of impairmentsa 800 171 6,685 1,013 53 296 106 514 575 Miscellaneous financial expenses 61 49 Other financial expenses 158 < > Other financial result Financial result 230 2021 Dec. 31, 2021 Dec. 31, 2020 2020 582 Other financial assets 16 Other shareholdings Income from the capitalization of borrowing costs 146 Expenses from other shareholdings -125 -141 Interest income on income taxes Net income from other shareholdings -78 Miscellaneous financial income Net income from other shareholdings in 2021 decreased year on year by €94 million due primarily to lower income from the measurement of shareholdings at fair value. Carrying amounts of other financial assets Million € Other financial income Write-downs on / losses from securities and loans Net interest expense from underfunded pension plans and similar obligations Net interest expense from other long-term personnel obligations Unwinding the discount on other noncurrent liabilities Interest expenses on income taxes. Long-term securities 10 -108 168 -2 -9 -11 -24 -20 -96 -82 -10 -207 -122 -89 -436 -462 shareholdings -215 -56 -5 118 164 -482 -537 -314 -373 16 22 2 29 30 42 35 6 31 94 18 -78 533 Net interest income from other long-term personnel obligations 69 290 343 714 1,086 2,650 6,108 a Losses from foreign currency transactions were reported with losses from the translation of financial statements in foreign currencies for the first time; they had previously been combined with expenses from hedging transactions and LTI programs. The prior-year figures have been restated accordingly. In 2021 and 2020, expenses from restructuring and integration measures were largely attributable to global restructuring activities to improve competitiveness in various operating divisions and site closures in Europe and North America (2021: €401 million, 2020: €435 million). In 2020, this item additionally contained expenses associated with the restructuring of the Global Business Services unit and site closures in Asia Pacific. Expenses from integration measures in the amount of €21 million in 2021 related to the integration of the global polyamide business, which had been acquired from Solvay in 2020. In 2020, these expenses were €90 million. Furthermore, expenses of €7 million arose in 2021 from the integration of the battery materials business which was acquired in 2021 in China. For more information, see Note 3 from page 207 onward Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization were expensed if requirements for mandatory capitalization pursuant to IFRS were not met. Expenses for demolition, removal and project planning totaled €257 million in 2021 and €218 million in 2020. In both years, these mainly related to the Ludwigshafen site in Germany. Furthermore, expenses of €266 million in 2021 and €138 million in 2020 arose from the addition to environmental provisions. In both years, these concerned several discontinued sites in North America and, in 2020, additionally a site in Germany. BASF Report 2021 Consolidated Financial Statements - Notes <>225 Depreciation, amortization and impairments of noncurrent assets and of the disposal groups were €135 million in 2021 and included impairments in the amount of €116 million resulting primarily from the closure of a plant in North America, impairments of plants in Asia, and impairments of construction in progress due to discontinued investment projects. In 2020, this item amounted to €2,968 million, primarily due to impairments of €2,368 million, which resulted from the economic impact of the coronavirus pandemic and affected all segments. In 2020, there were also impairments in the amount of €377 million because of restructuring in North America, Europe and Asia Pacific. For more information, see Note 14 from page 236 onward and Note 15 from page 240 onward Reconciliation of the carrying amounts of integral shareholdings accounted for using the equity method Million € ΚΣΕ 226 Stahl Lux 2 S.A., Luxembourg (BASF interest: 16.32%), Quantafuel ASA, Oslo, Norway (BASF interest: 10.59%), and CIMO Compagnie industrielle de Monthey S.A., Monthey, Switzerland (BASF interest: 15%), are classified as associated companies as BASF is represented in the relevant boards and can thus exercise significant influence over the companies. Consolidated Financial Statements - Notes BASF Report 2021 Income from integral companies accounted for using the equity method is presented in EBIT, and income from non-integral companies accounted for using the equity method is presented together with income from other financial assets in net income from shareholdings. Similarly, integral and non-integral shareholdings accounted for using the equity method are also shown separately in the balance sheet. The material equity-accounted shareholding that is classified as integral is BASF-YPC Company Ltd., Nanjing, China, in which BASF and Sinopec each hold 50%, and which operates the Verbund site in Nanjing, China. The material non-integral sharehold- ing is the Wintershall Dea AG oil and gas company, which operated as a GmbH until July 2021, and in which BASF holds a 72.7% share of equity (voting right share 67%). Wintershall Dea was operated jointly as a joint venture by partners BASF and LetterOne until October 2021. Through the instatement of independent members to the main body responsible for decisions about relevant activities, BASF has exercised significant influence since November 1, 2021. Accordingly, Wintershall Dea has been classified as an associated company since that date. 107 Exploration and development expenses in the oil and gas business, for which the equity method is applied, are accounted for using the successful efforts method. Under this method, costs of successful exploratory drilling as well as successful and dry development wells are capitalized. 10 Investments accounted for using the equity method and other financial assets In both years, other expenses included expenses for litigation, for REACH, for the provision of services, for warranties and for activities related to the BASF 4.0 project and for planning the new Verbund site in Guangdong, China. Other expenses arose in connection with the coronavirus pandemic in both years, but especially due to BASF's "Helping Hands" aid campaign in 2020. The rise in expenses from the addition of valuation allowances on business-related receivables resulted mainly from a trans- action tax in Brazil. As in the previous year, losses from divestitures and the disposal of noncurrent assets were mainly in connection with the divestiture of the global pigments business. Expenses from hedging transactions and LTI programs related to expenses from LTI programs in the amount of €37 million in 2021 and €35 million in 2020. Further expenses resulted from changes in the fair value of currency derivatives and other hedging transactions. Costs from other miscellaneous revenue-generating activities relate to the items presented in other operating income. Joint ventures and associated companies are accounted for using the equity method. The carrying amounts of shareholdings are adjusted annually based on the pro rata share of net income, dividends and other changes in equity. Should there be indications of a reduction in the value of an investment, an impairment test is conducted and, if necessary, an impairment is recognized in the income statement. Furthermore, earnings and the carrying amount are adjusted when accounting policies deviate or as a result of purchase price allocations, which primarily affects Wintershall Dea AG, Kassel/Hamburg, Germany. Joint ventures 51 165 Consolidated Financial Statements - Notes <>=224 Reversals of impairment losses on noncurrent assets arose in 2021 in connection with the planned divestiture of the production site in Quincy, Florida, and the associated attapulgite business. Income from the reversal of valuation allowances for business- related receivables resulted both from the reversal of impairments for settled customer receivables for which impairments had been recorded previously as well as from adjusted expectations regarding default on individual customer receivables. Other operating expensesa Million € 2021 2020 Restructuring and integration measures 461 809 Environmental protection and safety measures, costs of demolition and removal, and project costs not subject to mandatory capitalization 523 356 Depreciation, amortization and impairments of noncurrent assets and of the disposal groups Costs from miscellaneous revenue-generating activities Expenses from hedging transactions and LTI programs 163 48 62 213 150 2,968 46 135 Other Expenses for derecognition of obsolete inventory Expenses from the addition of valuation allowances on business-related receivables Losses from divestitures and the disposal of noncurrent assets Losses from foreign currency transactions and the translation of financial statements in foreign currencies Other income included refunds in the amount of €211 million in 2021 and €151 million in 2020. This was due in both years to government grants in multiple countries, regional business development subsidies in China, and transaction tax refunds in Brazil. Additional income resulted in 2021 from compensation for environmental impact in the amount of €165 million and from special income from the sale of non-capitalized know-how in the amount of €50 million. In 2020, income was recognized in connection with the premature termination of a long-term supply agreement in North America in the amount of €103 million and from insurance refunds. Other operating expenses BASF Report 2021 Associated companies 2020 2021 2020 Carrying amounts according to the equity method as of the end of the year 1,839 1,297 701 581 Proportional income after taxes of which joint ventures 669 234 593 193 associated companies 76 41 Other adjustments to income and expenses Proportional changes of other comprehensive income included income and expense recognized directly in equity and related primarily to currency effects. Proportional income after taxes and other adjustments to income and expenses for the joint ventures increased mainly because of the improved earnings contribution of BASF-YPC Company Ltd. Income from integral companies accounted for using the equity method increased by €455 million in 2021. Of the increase, €343 million related to the shareholding in BASF-YPC Company Ltd., primarily due to higher prices and volumes. In addition, the previous year had also been burdened by scheduled turnarounds of production plants. 220 675 Income from integral companies accounted for using the equity method -7 associated companies -2 -5 8 of which joint ventures -14 6 -9 2021 -573 -180 2021 2020 Carrying amounts according to the equity method as of the beginning of the year Proportional income after taxes and other adjustments to income and expenses Proportional changes in other comprehensive income 1,297 1,309 581 576 601 188 74 32 109 -35 18 -12 710 153 Transfers Income from integral companies accounted for using the equity method Million € -8 -13 -6 Disposals -159 614 Additions Changes in the scope of consolidation Total comprehensive income 10.1 Integral companies accounted for using the equity method 20 92 12 Gains on divestitures and the disposal of noncurrent assets in 2021 resulted from the sale of a production site in Kankakee, Illinois, the sale of the share in the condensate splitter in Port Arthur, Texas, and the sale of the precision microchemicals business. In 2020, this item included primarily income from the sale of fixed assets in the amount of €44 million. Income from foreign currency transactions and the translation of financial statements in foreign currencies related to the translation of receivables and liabilities in foreign currencies and included income from the translation of companies' financial statements whose local currency is different from the functional currency. Income from hedging transactions and LTI programs resulted exclusively from currency derivatives and other hedging trans- actions. No income from the release of provisions for the long-term incentive (LTI) program was recognized in 2021 or 2020. 8 Functional costs Under the cost of sales method, functional costs incurred by the operating functions are determined on the basis of cost center accounting. The functional costs particularly contain the personnel costs, depreciation and amortization accumulated on the underlying final cost centers as well as allocated costs within the cost accounting cycle. Operating expenses that cannot be allocated to the functional costs are reported as other operating expenses. For more information on other operating expenses, see Note 9 from page 223 onward Dispersions & Resins Performance Chemicals Industrial Solutions Catalysts 5,681 4,869 3,195 2,775 8,876 7,644 19,219 13,570 Coatings Surface Technologies 2,030 2,449 Fungicides 6,442 Nutrition & Care 2,003 5,101 Nutrition & Health 4,439 Care Chemicals 16,659 22,659 3,089 3,440 3,989 Cost of sales 5,635 5,426 2,645 BASF Report 2021 Consolidated Financial Statements - Notes < > 221 7 Sales revenue Sales revenue from contracts with customers is recognized in the amount of the consideration BASF expects to receive in exchange for the goods or services when the customer obtains control of the goods or services. Control is considered to be transferred when the customer can direct the use of the goods or services and can obtain all substantial remaining benefits from them. BASF primarily generates income from the sale of goods. Because the customer obtains control of the goods at a specific point in time, the corresponding sales revenue is recognized based on a given point in time. Determination of this point in time occurs in the context of an overall assessment of the circumstances which considers the existence of a present claim to payment, the legal title to the goods, actual physical possession of the goods, the transfer of risks and rewards as well as customer acceptance. The transfer of risks and rewards takes into account the underlying terms of delivery (especially Incoterms) and is of particular practical significance. According to these principles, sales revenue from the sale of goods is generally recognized upon delivery. If products are delivered to a consignment warehouse, BASF normally retains control of the goods. Accordingly, sales revenue is not recognized until the customer collects the goods from the consignment warehouse. Long-term supply agreements usually contain variable prices, dependent on the development of raw materials prices and variable volumes. Services rendered to customers by BASF are invoiced according to work completed and recognized as revenue accordingly. BASF generates a portion of its sales revenue from license agreements. Sales revenue from license agreements is recognized based on a point in time or a period of time depending on whether the licensee is being granted a right to use (revenue recognized at a point in time) or a right to access (revenue recognized over time) the intellectual property of BASF. Sales revenue from sales and usage-based royalties is recognized in accordance with the underlying settlement agreements. Sales revenue from the sale of precious metals to industrial customers is recognized on delivery and the corresponding purchase prices are recorded as cost of sales. In the trading of precious metals and their derivatives with traders, where there is usually no physical delivery, revenues are netted against the corresponding costs. If a consideration that is contractually agreed upon by a customer includes variable components, BASF estimates the amount of the consideration. Variable components are recognized as revenue only to the extent that it is highly probable that previously recognized sales revenue will not have to be cancelled as soon as there is no longer uncertainty about the actual amount of the consideration. Primarily rebates and other discounts are recognized as a reduction in revenue in accordance with the principle of individual measure- ment. BASF grants customers rebates if the goods purchased by the customer exceed a contractually defined threshold within the period specified. Rebates are usually deducted from amounts payable by the customer. Taking into account the specific terms of the underlying contract, BASF uses the expected value method or the most likely amount to estimate a variable consideration amount. The method is selected based primarily on number of possible results such as the number of volume thresholds with rebates. All available information, particularly historical values, is used for making estimates. In some contracts, BASF grants the customer the right to return goods within a specific period of time, even if they meet the agreed specifications (sale with right of return). The actual expected amount of the consideration BASF is entitled to receive in this case is estimated using the expected value method. Refund liabilities are recognized in the amount of considerations paid by the customer for goods that are expected to be returned. BASF opts to apply the practical expedient in IFRS 15.63 to not adjust the amount of the agreed consideration for the effects of a material financing component if, at the beginning of a contract, no more than one year is expected to lapse between the transfer of control of the goods or services and payment by the customer. BASF also applies the practical expedient in IFRS 15.121 of not reporting information on remaining performance obligations result- ing from a contract with a maximum expected original term of one year. Furthermore, information on performance obligations is not reported if the resulting revenue is recognized in accordance with IFRS 15.B16. BASF Report 2021 Consolidated Financial Statements - Notes <>=222 Sales by division and by indication and sector Million € 10,736 15,214 7,292 7,922 13,579 3,904 9,674 8,071 Materials Performance Materials Chemicals Intermediates Petrochemicals 2020 2021 Monomers Cost of sales includes all production and purchase costs of the company's own products as well as merchandise that has been sold in the period, particularly plant, energy and personnel costs. Selling expenses 6,019 Selling expenses primarily include marketing and advertising costs, freight costs, packaging costs, distribution management costs, commissions and licensing costs. <>=223 2021 2020 241 54 180 244 Income from hedging transactions and LTI programs 30 11 Income from foreign currency transactions and the translation of financial statements in foreign currencies Gains on divestitures and the disposal of noncurrent assets 49 47 175 62 Reversals of impairment losses on noncurrent assets Income from the reversal of valuation allowances for business-related receivables Gains/losses from precious metal trading As in the previous year, revenue from miscellaneous other activities primarily included income from rentals, catering operations, cultural events and logistics services. In 2020, €24 mil- lion in revenue from finance leases was also recognized. Income from the adjustment and release of provisions recognized in other operating expenses in 2021 resulted primarily from the release of provisions in connection with the restructuring of the Global Business Services unit. In both years, income also resulted from risks from lawsuits and damage claims, closures and restructuring measures, employee obligations, and various other individual items as part of the normal course of business. Provisions were reversed or adjusted if, based on the circumstances on the balance sheet date, utilization was no longer expected, or expected to a lesser extent. a Income from foreign currency transactions was reported with income from the translation of financial statements in foreign currencies for the first time; it had previously been combined with income from hedging transactions and LTI programs. Furthermore, gains/expenses from precious metal trading, which had previously been recognized under Other, were reported separately. The prior-year figures have been restated accordingly. 1,399 1,894 655 Income from the adjustment and release of provisions recognized in other operating expenses Revenue from miscellaneous other activities 784 Other 304 388 22 32 13 Other operating income Million € Other operating incomea Other operating income and expenses -53 General administrative expenses 825 926 2,464 2,526 609 BASF Group Agricultural Solutions Seeds & Traits Seed Treatment Insecticides Herbicides 2,267 Other Additions for associated companies in 2021 related primarily to the purchase of 49.5% of Vattenfall's Hollandse Kust Zuid offshore wind farm. The total investment has been reported as a disposal group since December 2021 due to the agreement to sell shares in the wind farm to Allianz Capital Partners. 1,641 8,162 9 For more information on research and development expenses by segment, see Note 5 from page 213 onward Research and development expenses include the costs resulting from research projects as well as the necessary license fees for research activities. Research and development expenses Consolidated Financial Statements - Notes BASF Report 2021 1,495 Sales revenue for the 2021 fiscal year includes €234 million from performance obligations fulfilled in prior periods in connection with sales and usage-dependent licenses. General administrative expenses include the costs of the Corporate Center, of general management, the Board of Executive Directors and the Supervisory Board. They also include the costs of managing operating divisions and business units as well as the costs of the supporting services in departments such as accounting, legal, taxes and controlling. 2,360 59,149 78,598 3,666 7,660 Sales revenue of €59 million, that was included in contract liabilities as of January 1, 2021, was recognized in 2021. Disposals in 2021 related to decreases in capital of the associated company, Yara Freeport LLC, Wilmington, Delaware. 620 BASF Report 2021 10,199 12,402 -344 -890 27,216 27,881 2,740 2,740 Proportional changes in other comprehensive income Dividends received 216 -1,256 488 57 4,666 2,459 Carrying amount as of the end of the year 9,583 Noncurrent liabilities 14,029 14,707 Equity 1,525 Subordinate bonds issued by Wintershall Dea Carrying amount as of the beginning of the year Proportional income after taxes and other adjustments to income and expenses 14,029 Equity attributable to shareholders of Wintershall Dea AG 30,340 31,882 821 2,106 10,199 13,182 of which financial indebtedness December 31, 2020 72.7% Only the shareholding in Wintershall Dea was included in joint ventures in 2020. For 2021, proportional income after taxes and other adjustments to income and expenses as well as the proportional changes in other comprehensive income for Wintershall Dea are reported in full under associated companies. Until November 1, 2021, when Wintershall Dea became an associated company, proportional income after taxes and other adjustments to income and expenses amounted to €258 million; proportional changes in other comprehensive income amounted to -€757 million until that date. The proportional changes of other comprehensive income in 2021 predominantly included changes in the fair value of derivatives used to hedge gas prices and currency effects of Wintershall Dea. Changes in the scope of consolidation included the shareholding in Solenis UK International Ltd, London, United Kingdom. The former Solenis group holding company will be reported under other financial assets until its complete liquidation. -10 -10,199 -57 10,199 9,274 9,843 675 Disposals in 2020 included a capital decrease in Solenis UK International Ltd. in the amount of €10 million. Transfers in 2021 contained primarily the reclassification of Wintershall Dea from joint ventures to associated companies. In addition, transfers regarding associated companies related to dividend payments by Wintershall Dea GmbH as well as to the reclassification of Solenis shares to the disposal group. BASF Report 2021 Consolidated Financial Statements - Notes Additional information on the Wintershall Dea material non-integral investment accounted for using the equity method The following table contains financial information on the Wintershall Dea material non-integral shareholding accounted for using the equity method, including adjustments for fair value made at initial recognition and the resulting effects on earnings. Financial information on Wintershall Dea, Kassel/Hamburg, Germany (100%) Million € 72.7% BASF interest in equity attributable to shareholders of Wintershall Dea AG 2020 2021 Million € Reconciliation of the carrying amount of the shareholding in Wintershall Dea December 31, 2021 229 Assets of which marketable securities, cash and cash equivalents Current assets of which goodwill from fair value adjustments Noncurrent assets Balance Sheet < > Carrying amounts according to the equity method as of the end of the year Current liabilities Total equity and liabilities 10.3 Other shareholdings and financial assets 11 Financial result Net income from other shareholdings Million € Financial result Million € 2021 2020 Interest income from cash and cash equivalents Dividends and similar income 32 18 Interest and dividend income from securities and loans Income from the disposal of /write-up of shareholdings 14 136 Interest income Interest expenses In 2021, transfers regarding joint ventures included dividend payments and regarding associated companies they included dividend payments as well as the reclassification of the shareholding in the Hollandse Kust Zuid wind farm in the amount of €565 million to the disposal group. Write-downs on / losses from the sale of Reversals of write-downs on / income from securities and loans -63 -72 Expenses from loss transfer agreements Consolidated Financial Statements - Notes 157 Income from other shareholdings Interest result allocation to shareholdings 3 1 Income from profit transfer agreements / tax 47 of which financial indebtedness BASF Report 2021 296 12,039 14,343 4,055 5,886 5,136 1,968 575 471 31,882 30,340 Statement of income Sales revenue 2021 2020 7,804 3,642 Amortization/impairment and reversals of impairments Changes in other comprehensive income -1,224 -473 Income after taxes and other adjustments to income and expenses -424 -1,498 -1,728 Income taxes Interest expenses 122 135 Interest income -3,080 -2,765 -39 Transfers -39 Changes in the scope of consolidation Additions 229 Carrying amount as of the end of the year 103 -17 74 110 1,148 710 2,662 1,751 2,296 1,419 3 3 10.2 Non-integral companies accounted for using the equity method 363 Statement of income 2020 2021 -643 435 Proportional income after taxes 747 2020 1,751 2,662 Million € 54 Income from non-integral companies accounted for using the equity method 329 2021 Proportional changes in other comprehensive income Dividends received 820 1,702 of which financial indebtedness Current liabilities of which financial indebtedness Noncurrent liabilities Equity Assets Total equity and liabilities of which marketable securities, cash and cash equivalents Noncurrent assets Balance Sheet Financial information on BASF-YPC Company Ltd., Nanjing, China (100%) Million € Additional information on the BASF-YPC Company Ltd. material integral investment accounted for using the equity method Disposals Consolidated Financial Statements - Notes Current assets Sales revenue ΣΕ 227 Million € 931 960 66 409 Proportional income after taxes and other adjustments to income and expenses 771 Reconciliation of the carrying amount of the shareholding in BASF-YPC Company Ltd. 710 December 31, 2020 50% 50% BASF interest 2020 2021 Carrying amount as of the beginning of the year of which joint ventures December 31, 2021 3,615 2020 2021 Associated companies Joint ventures Reconciliation of the carrying amounts of non-integral investments accounted for using the equity method Million € For more information on Wintershall Dea, see the chapter on Non-Integral Oil and Gas Business in the Management's Report from page 93 onward 2021 Values in use were determined for the impairment test as of December 31, 2021. The underlying assumptions for production and cost trends as well as the price assumptions for 2023 to 2040 correspond with Wintershall Dea's. For 2022, BASF anticipates an oil price of $75 per bbl of Brent crude and a gas price (TTF) of $17.2 per mmBtu. After a decline in oil prices to approximately $71 per bbl in 2023, and in gas prices to around $8 per mmBtu in 2023 and 2024, a subsequent increase is assumed at a nominal rate of 2% p.a. for both oil and gas. The expected cash flows were discounted using country-specific cost of capital rates, which reflect the relevant country risks and tax rates. The cost of capital rates in euros, calculated using the capital asset pricing model, were between 3.4% and 14.3% (2021: between 3.4% and 14.4%). A decrease of 10% in oil and gas price assumptions for the entire planning period would result in the need for an impairment of about €613 million of the shareholding in Wintershall Dea as a whole. An increase in capital cost rates of one percentage point would lead to additional proportional impairments of approximately €200 million before tax which would burden net income from shareholdings by €70 million and reduce the carrying amount accordingly. 228 < > Consolidated Financial Statements - Notes BASF Report 2021 Income from non-integral companies accounted for using the equity method increased by €1,210 million in 2021 due primarily to income from the divestiture of the shares in Solenis as well as to the improvement in the earnings contribution of Wintershall Dea. The improvement in Wintershall Dea's earnings in the amount of €545 million was largely the result of higher oil and gas prices as well as lower impairments of assets. In addition to impairments and Changes in other comprehensive income reversals of impairments recorded for Wintershall Dea (€161 million after tax reported in BASF's net income from shareholdings), proportional impairments arose in the amount of €680 million before taxes on the amortized fair value adjustments from 2019, which reduced the carrying amount by €420 million. Of that amount, €408 million was attributable to Argentina, and was caused by the planned disposal of operated unconventional oil activities, the increase in the corporate tax rate, an increased country risk, the implementation of a regulated gas price scheme by the Argentine government until 2028, as well as updated price assumptions. Furthermore, the latter led to minor impairments in Norway and Libya. In the previous year, impairments amounting to €791 million after taxes resulted from lower oil and gas price forecasts as well as from changed reserve estimates. The shareholding as a whole is recoverable. -34 2020 12,401 Total comprehensive income Carrying amounts according to the equity method as of the beginning of the year Proportional income after taxes and other adjustments to income and expenses Proportional changes in other comprehensive income -610 -18 -37 -88 10,199 -2,145 216 -1,255 -35 -304 -890 722 -2 205 675 285 of which joint ventures Interest income 3 7 -282 -739 -280 Amortization/impairment and reversals of impairments 179 -33 435 1,995 -925 associated companies 202 1 Other adjustments to income and expenses Interest expenses 132 818 2 Income from non-integral companies accounted for using the equity method Income after taxes and other adjustments to income and expenses Income taxes Income from the divestiture of shares in Solenis 589 44 273 -2 -739 associated companies Accumulated amortization -7 0 Transfers -249 -34 -28 -6 -67 691 -147 Disposals 21 376 0 Additions from acquisitions 8 123 171 0 24 -798 Transfers to disposal groups 17,241 7,734 103 973 234 4,182 1,387 2,731 As of December 31, 2020 -392 -20 0 -201 -46 -139 Currency effects 6 -14 13 0 7 -8 24 2.0% Other cash-generating units 338 6.51% 2.0% 63 6.76% 507 5.54% 2.0% 493 5.21% 2.0% 712 6.67% 2.0% 696 6.42% 2.0% 1,470 7,520 As of January 1, 2020 5.51%-6.67% 0.0-2.0% 2.0% 37 6.43% -0.7% Goodwill as of December 31 a Growth rates used in impairment tests to determine terminal values in accordance with IAS 36 <>=237 2021 2020 Weighted cost of capital Weighted cost of capital Goodwill after taxes Growth ratea Goodwill after taxes Growth rateª 3,187 5.54% 2.0% 3,039 4.86% 2.0% 1,306 6.63% 1,244 1,323 13,145 1,072 239 < > a Including licenses to such rights and values December 31, 2020 6,959 592 94 2,997 1,112 BASF Report 2021 1,391 4,096 775 381 140 1,185 275 1,340 As of December 31, 2020 -138 Net carrying amount as of Consolidated Financial Statements - Notes <>=240 15 Property, plant and equipment For more information on the value in use and the weighted cost of capital rate, see Note 1 from page 200 onward 1,424 If there is indication of a possible cause for impairment, an impairment test is performed. Impairments to property, plant and equipment are recognized if the recoverable amount of the asset is lower than the carrying amount. The measurement is based on fair value less costs to sell or the value in use. An impairment is recognized for the difference between the carrying amount and the recoverable amount. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Impairments and reversals of impairments are reported in other operating income and expenses. 6 7 10 11 16 18 2020 2021 Buildings and structural installations Machinery and technical equipment Miscellaneous equipment and fixtures Weighted average depreciation in years The weighted average depreciation periods of continuing operations were as follows: Both movable and immovable fixed assets are principally depreciated using the straight-line method. The estimated useful lives and depreciation methods of property, plant and equipment are based on historical values, plans and estimates. The depreciation methods, useful lives and residual values are reviewed at each balance sheet date. Investment properties held to realize capital gains or rental income are immaterial. They are valued at the lower of fair value or cost less depreciation. As lessee, BASF generally recognizes all leases in the balance sheet. The right-of-use assets from leases and lease liabilities are measured at the present value of the financial commitments entered. For more information, see Note 16 from page 244 onward Expenses related to the scheduled maintenance of large-scale plants are capitalized separately and depreciated using the straight-line method over the period until the next planned turnaround. Costs for the replacement of components are recognized as assets if an additional future benefit is expected. The carrying amount of the replaced components is derecognized. Costs for maintenance and repair as part of normal business operations are recognized as an expense. The cost of self-constructed plants includes direct costs, appropriate allocations of material and production overhead costs, and a share of the general administrative costs of the divisions involved in the construction of the plants. Property, plant and equipment are measured at cost less depreciation and impairment over their useful lives. The revaluation method is not applied. Low-value assets are fully expensed in the year of acquisition. Accounting policies -11 -11 0 -51 786 0 3 15 2 15 of which impairments 1,496 786 135 33 281 44 217 Additions -57 -57 Changes in the scope of consolidation 3,030 285 112 821 238 Disposals 0 -7 -58 Currency effects -4 1 0 0 0 -5 Transfers to disposal groups 4 -2 1 -1 0 6 Transfers -235 -27 -6 -59 -143 5.21%-6.92% Currency effects 6,959 -26 -581 Transfers 0 0 0 0 0 Transfers to disposal groups -74 0 0 0 52 7 52 0 10 45 167 0 -3 -142 -17 Changes in the scope of consolidation 0 7 0 0 0 7 Additions 171 44 260 26 113 614 of which impairments 0 1 1 2 Disposals -320 As of December 31, 2021 1,243 316 1,356 production technologies intangible assets Other rights and valuesa Goodwill Total Cost As of January 1, 2020 Changes in the scope of consolidation 2,891 1,433 4,319 196 611 8,105 17,555 -59 -59 Additions 2 40 Personal Care Ingredients in the Care Chemicals division licenses and trademarks 4,096 Distribution and similar rights patents and 164 430 794 4,303 Net carrying amount as of 1,304 1,103 2,949 104 520 7,520 13,499 December 31, 2021 a Including licenses to such rights and values BASF Report 2021 Consolidated Financial Statements - Notes Development of intangible assets 2020 Million € Know-how, Internally Product rights, generated 0.0-2.0% 775 140 Disposals of intangible assets amounting to €638 million primarily concerned fully amortized distribution and similar rights in the Industrial Solutions and Nutrition & Care segments. Furthermore, customer relationships in the amount of €72 million and goodwill in the amount of €8 million were derecognized in connection with a divestiture in the Nutrition & Care segment. In addition, goodwill was derecognized through a divestiture in the Surface Technologies segment. Transfers to disposal groups related to the adjustment of reclassified amounts of the divested pigments business and good- will of the kaolin minerals business held for sale. In 2021, additions to accumulated amortization contained impairments of €2 million. They primarily related to unrealized IT projects not allocated to an operational segment. Cost As of January 1, 2021 Changes in the scope of consolidation 2,731 1,387 4,182 -4 234 7,734 17,241 0 6 0 0 Additions 2 1 973 6 For more information on acquisitions, see Note 3 from page 207 onward Additions from acquisitions resulted in the amount of €392 mil- lion from the acquisition of the 51% share in BASF Shanshan Battery Materials Co., Ltd., Changsha, China. It is allocated to the Surface Technologies segment. The annual impairment tests of the 20 cash-generating units were performed in the fourth quarter of 2021. The calculation also takes into account capital structure and the beta factor of the respective peer group as well as the average tax rate of each cash-generating unit. Impairment tests were performed on the units assuming a weighted average cost of capital rate after taxes of between 5.51% and 6.67% (2020: between 4.86% and 6.92%). This corresponds to a weighted average cost of capital rate before taxes of between 6.53% and 8.94% (2020: between 6.50% and 8.85%). After determining the recoverable amounts for the cash-generating units, the conclusion was that reasonable possible deviations from the key assumptions would not lead to the carrying amount of any unit except the Surface Treatments unit exceeding the respective recoverable amounts. In 2020, a goodwill impairment for the cash-generating Surface Treatment unit was recognized in the amount of €786 million in other expenses due to the significant drop in demand from effects of the coronavirus pandemic and expectations for slow recovery. The outcome of the annual impairment test in 2021 was that the recoverable amount for the cash-generating unit exceeded the carrying amount by €408 million. The recoverable amount would be equal to the carrying amount if the weighted average cost of capital rate rose by 1.05 percentage points or the growth rate were 1.46 percentage points lower. BASF Report 2021 Consolidated Financial Statements - Notes Development of intangible assets Development of intangible assets 2021 Million € Know-how, Internally Distribution and similar rights Product rights, licenses and trademarks patents and generated production intangible technologies assets Other rights and valuesa Goodwill Total <>=238 16 32 28 78 Currency effects 105 42 176 1 16 400 739 As of December 31, 2021 2,547 1,419 4,304 268 949 8,314 17,802 Accumulated amortization As of January 1, 2021 1,340 275 1,185 -13 381 -13 0 Additions from acquisitions 45 89 5 254 392 Disposals -335 -17 -142 -3 -82 -60 -638 Transfers 0 0 -17 5 8 Transfers to disposal groups 0 Surface Treatment in the Coatings division Government grants: Government grants related to the acquisition or construction of property, plant and equipment reduce the acquisition or construction cost of the respective assets. Other government grants or government assistance are recognized immediately as other operating income or treated as deferred income and released over the underlying period. 489 -64 82 18 -4 2 -9 14 15 505 505 -10 1,123 1 332 193 -155 986 831 36 3 -91 42 841 Deferred tax assets (liabilities) after netting -11 489 381 -61 Noncontrolling interests in profits and losses Million € Noncontrolling interests 13 Consolidated Financial Statements - Notes BASF Report 2021 Tax liabilities primarily include assessed income taxes and other taxes as well as estimated income taxes not yet assessed for the current year. Tax liabilities Surpluses of deferred tax assets for companies that reported tax losses in 2021 or 2020 totaled €2,379 million as of Decem- ber 31, 2021 (December 31, 2020: €2,645 million). Deferred taxes were recognized because, due to planned earnings, the use of temporary differences or loss carryforwards is expected. No deferred tax assets were recognized for tax loss carryforwards of €172 million in 2021 (2020: €257 million). Of these, €3 million will expire in 2022, €4 million in 2023, €2 million in 2024, €12 million in 2025, €52 million in 2026, and €20 million in 2027 and thereafter. The remaining €79 million will not expire. Tax loss carryforwards Undistributed earnings of subsidiaries resulted in temporary differences of €11,587 million in 2021 (2020: €10,398 million) for which deferred tax liabilities were not recognized, as they are either not subject to taxation on payout or they are expected to be reinvested for an indefinite period of time. Deferred tax assets on deductible temporary differences in the amount of €245 million were not recognized in 2021 (2020: €182 million), as their utilization at reversal was not reasonably certain. -1,447 3,386 1,939 7 -61 381 1,123 2,140 -2,140 -3,587 5,526 1,939 7 Deferred tax assets (liabilities) before netting Netting <>=235 Other Other provisions and liabilities 101 -65 -1,081 -1,044 89 -955 -4 -42 33 -8 -934 -36 Financial assets Intangible assets Deferred tax liabilities Deferred tax assets 2020, net Other combinations December 31, Business January 1, 2020, Effects recognized Effects recognized net in income in equity (OCI) ΚΣΕ 234 Million € Property, plant and equipment 13 -1,068 246 -491 3,342 2,851 1 14 384 28 2,424 Provisions for pensions and similar obligations 232 -169 -18 -3 -31 82 -199 Inventories and accounts receivable -118 44 -74 -7 5 64 -136 -1,314 Tax loss carryforwards 2020 Noncontrolling interests in profits rose year on year in 2021, especially at BASF PETRONAS Chemicals Sdn. Bhd., Petaling Jaya, Malaysia, and BASF TotalEnergies Petrochemicals LLC, Wilmington, Delaware, resulting mainly from considerably higher sales prices and volumes. Noncontrolling interests in losses were recognized in 2020, primarily at BASF PETRONAS Chemicals Sdn. Bhd. due to the impairments of assets. Product rights, licenses and trademarks Know-how, patents and production technologies Internally generated intangible assets Distribution and similar rights Weighted average amortization in years The expected useful lives and amortization methods of intangible assets are based on historical values, plans and estimates. The weighted average amortization periods of intangible assets were as follows: Internally generated intangible assets primarily comprise internally developed software. Such software and other internally generated intangible assets are measured at cost and amortized over their estimated useful lives. Impairments are recognized if the carrying amount of an asset exceeds the recoverable amount. In addition to those costs directly attributable to the asset, costs of internally generated intangible assets also include an appropriate portion of overhead costs. Intangible assets with indefinite useful lives are trade names and trademarks that have been acquired as part of acquisitions. These are measured at cost and tested for impairment annually, or if there is an indication that their value has declined. Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount. The recoverable amount is the higher of either the fair value less costs to sell or the value in use. The value in use is determined on the basis of future cash inflows and outflows, and the weighted average cost of capital after taxes, depending on tax rates and country-related risks. If the reasons for an impairment no longer exist, the write-downs are reversed up to the value of the asset, had an impairment not been recognized. Depending on the type of intangible asset, amortization is reported under cost of sales, selling expenses, research and development expenses or other operating expenses. Acquired intangible assets (excluding goodwill) with defined useful lives are generally measured at cost less straight-line amortization. The useful life is determined using the period of the underlying contract or the period of time over which the intangible asset can be expected to be used. Accounting policies 14 Intangible assets <>=236 Other rights and values Consolidated Financial Statements - Notes Total 670 76 1,289 Other 153 98 30.00 146 30.00 Shanghai Hua Yi (Group) Co (SHYG), Schanghai, China, and Sinopec Shanghai Gaoqiao Petrochemical Company Limited, Beijing, China BASF Report 2021 2020 2021 15 Borrowing costs: If borrowing costs are directly incurred as part of the acquisition, construction or production of a qualifying asset, they are capitalized as part of the acquisition or production cost of that asset. A qualifying asset is an asset for which the process necessary to make it ready for its intended use or sale is longer than one year. Borrowing costs are capitalized up to the date the asset is ready for its intended use. Borrowing costs were calculated based on a rate of 1.25% (previous year: 1.5%) and adjusted on a country-specific basis, if necessary. All other borrowing costs are recognized as an expense in the period in which they are incurred. Catalysts division (battery materials) Catalysts division (excluding battery materials) Agricultural Solutions division Cash-generating unit Million € Goodwill of cash-generating units Consolidated Financial Statements - Notes BASF Report 2021 For more information on the weighted cost of capital rate, see Note 1 from page 200 onward For more information on the Surface Technologies segment, which the cash-generating Catalysts (excluding battery materials) unit is allocated to, see the Management's Report from page 82 onward The required discounting of cash flows for impairment testing is calculated using the weighted average cost of capital rate after tax, which is determined using the capital asset pricing model. The fundamental transformation of the automotive industry will have a significant impact on the emissions catalyst business, which belongs to the Catalysts (excluding battery materials) cash- generating unit. In the planning period, the demand for catalysts is initially expected to remain stable as a result of higher environmental standards. In the medium term, the transition from combustion engines to electromobility will lead to a steady decline in demand. For this reason, the growth rate for perpetual annuity was adjusted from 2.0% in 2020 to -0.7% in 2021. The respective recoverable amounts were determined using the value in use. Plans approved by company management and their respective cash flows for the next five years were used. For the period thereafter, a terminal value was calculated using a forward projection from the last detailed planning year as a perpetual annuity. Planning is based on experience, current performance and management's best possible estimates on the future development of individual parameters, such as raw materials prices and profit margins. Market assumptions regarding, for example, economic development, inflation expectations and market growth are included based on external macroeconomic and industry-specific sources. BASF's goodwill is allocated to 20 cash-generating units (2020: 20), which are defined either on the basis of business units or at a higher level. Goodwill is only written down in the case of an impairment. Impairment testing for goodwill is performed once a year and whenever there is an indication of impairment. Goodwill impairments are not reversed. Emission rights: Emission certificates, which are granted free of charge by the German Emissions Trading Authority (Deutsche Emissionshandelsstelle) or a similar authority in other countries, are recognized in the balance sheet with a value of zero. Emission rights purchased on the market are capitalized at cost as intangible assets. Emissions generated create an obligation to surrender the emission certificates. Intangible assets purchased on the market are subsequently measured at fair value, up to a maximum of the amount of the acquisition costs. If the fair value is lower than the carrying amount on the balance sheet date, the emission rights are impaired. 5 8 4 5 16 16 30 25 14 Shanghai BASF Polyurethane Company Ltd., Shanghai, China 342 49.00 Ningbo Yongxiang Investment Co., Ltd., Ningbo, China BASF TotalEnergies Petrochemicals LLC, Wilmington, Delaware BASF TODA Battery Materials, LLC, Yamaguchi, Japan BASF Shanghai Coatings Co., Ltd., Shanghai, China BASF PETRONAS Chemicals Sdn. Bhd., Petaling Jaya, Malaysia BASF India Limited, Mumbai, India Group company % Million € % Equity interest Equity interest December 31, 2020 December 31, 2021 Noncontrolling interests -15 459 Total -105 -21 Noncontrolling interests in losses 90 480 Noncontrolling interests in profits 2021 Income and expenses recognized in equity that were attributable to noncontrolling interests totaled €90 million in 2021 and -€49 million in 2020. These effects resulted from currency translation in both years. BASF Shanshan Battery Materials Co., Ltd., Changsha, China Deferred tax assets and liabilities 2020 Partner 26.67 256 40.00 265 40.00 Total Petrochemicals & Refining USA, Inc., Houston, Texas 29 34.00 32 34.00 TODA KOGYO CORP., Hiroshima, Japan 78 40.00 96 40.00 Shanghai Huayi Fine Chemical Co., Ltd, Shanghai, China Kuala Lumpur, Malaysia 81 40.00 184 40.00 PETRONAS Chemicals Group Berhad, 52 Million € 26.67 71 Free float Consolidated Financial Statements - Notes -401 -1,499 548 16.3 -255 1.1 78 -0.1 2 0.0 0 15.0 -234 15.0 1,117 Foreign tax rate differential Trade taxes BASF Report 2021 Expected tax based on German corporate income tax rate (15%) -1,562 7,448 Income before income taxes % Million € % Million € 2020 7.4 2021 55 Tax-exempt income Changes in the tax rate 4.2 -66 -0.1 -6 Deferred tax liabilities for the future reversal of temporary differences associated with shares in participating interests 6.6 -103 -2.4 -176 Taxes for prior years (current and deferred taxes) -6.8 106 -0.7 -56 Income of companies accounted for using the equity method (income after taxes) -21.7 339 1.9 140 Nondeductible expenses 4.1 -64 -2.8 -211 -3.5 -2 Reconciliation of income taxes and the effective tax rate 1,430 2021 <>=232 Million € Tax expense tax rates. Particularly higher tax-exempt income, mainly in connection with the divestiture of the share in Solenis, had an offsetting impact. Consolidated Financial Statements - Notes BASF Report 2021 The BASF Group tax rate amounted to 19.2% in 2021 (2020: 5.8%). The relatively high tax rate in relation to 2020 resulted primarily from lower nondeductible operating expenses, caused largely in the previous year by non-tax-effective impairments of goodwill, and from the increased earnings contributions of countries with higher Tax expense and tax rate IFRIC 23 clarifies the application of the recognition and measurement policies from IAS 12 when there is uncertainty regarding income tax-related treatment of individual transactions. They are accounted for with the assumption that tax authorities will examine the questionable transaction and have all relevant information. The amount of risk provisions is calculated and reviewed with consideration for the results of past tax audits as well as the legal assessment of not yet audited transactions and the risk of a deviating tax-related interpretation by the tax authorities. The most probable value of the individual risks is recognized. Provisions for German trade tax, corporate income tax and similar income taxes are calculated and recognized based on the expected taxable income of the consolidated companies less any prepay- ments that have been made. Provisions are set up for interest accrued. This interest is reported under other financial result, not tax expense. Other taxes to be assessed are considered accordingly. Deferred tax liabilities are recognized for differences between the proportional IFRS equity and the tax base of the investment in a consolidated subsidiary if a reversal of these differences is expected in the foreseeable future. Deferred tax liabilities are recognized for dividend distributions planned for the following year if these distributions lead to a reversal of temporary differences. Changes in deferred taxes in the balance sheet are recorded as deferred tax expense or income unless the underlying transaction is recognized directly in equity or in income and expenses recognized in equity. For those effects which have been recognized in equity, changes to deferred tax assets and tax liabilities are also recognized directly in equity. Deferred tax assets are offset against deferred tax liabilities provided they are related to the same taxation authority. Surpluses of deferred tax assets are only recognized provided that the tax benefits are likely to be realized. The valuation of deferred tax assets is based on the probability of a reversal of the differences and the assessment of the ability to utilize tax loss carryforwards and unused tax credits. This depends on whether future taxable profits will exist during the period in which temporary differences are reversed and in which tax loss carryforwards and unused tax credits can be claimed. The assessment of recoverability of deferred tax assets is based on internal projections of the future earnings of the particular Group company. Deferred taxes are recorded for temporary differences between the carrying amount of assets and liabilities in the financial statements according to IFRS and the carrying amounts for tax purposes as well as for tax loss carryforwards and unused tax credits. These also comprise temporary differences arising from business combinations, with the exception of goodwill. Deferred tax assets and liabilities are calculated using the respective country-specific tax rates applicable for the period in which the asset or liability is realized or settled. Tax rate changes enacted or substantively enacted on or before the balance sheet date are taken into consideration. In Germany, a uniform corporate income tax rate of 15.0% as well as a solidarity surcharge of 5.5% thereon are levied on all distributed and retained earnings. In addition to corporate income tax, income generated in Germany is subject to a trade tax. It varies depending on the municipality in which the company is represented. The weighted average tax rate was 14.6% in 2021 (2020: 14.5%). The 30% rate used to calculate deferred taxes for German Group companies remained unchanged in 2021. The income of foreign Group companies is assessed using the tax rates applicable in their respective countries. Accounting policies 12 Income taxes The rise in other financial expenses was primarily due to higher net expenses associated with the translation of bonds and the valuation of the corresponding hedging instruments against interest and currency risks. The net interest expense from underfunded pension plans and similar obligations declined year on year as a result of the lower interest rate used to determine expenses for pension benefits compared with the previous year. Write-downs on / losses from securities and loans declined mainly due to lower impairments on loans to nonconsolidated Group companies. Interest expenses decreased primarily because of the lower balance of financial indebtedness. ΚΣΕ 231 Consolidated Financial Statements - Notes BASF Report 2021 2020 -91 Current tax expense 398 -20 14 32 -2 Income taxes From valuation allowances on deferred tax assets From changes in the tax rate -372 -67 From changes in tax loss carryforwards/unused tax credits -129 49 From changes in temporary differences -489 -6 Deferred tax expense (+) / income (-) -414 -176 Taxes for prior years 739 1,575 Foreign income tax 73 38 Corporate income tax, solidarity surcharge and trade taxes (Germany) 1,436 0.0 Solidarity surcharge -2.1 505 Deferred tax assets (liabilities) after netting Deferred tax assets (liabilities) before netting Netting Other Tax loss carryforwards -106 1,168 1,062 3 2 78 69 148 Other provisions and liabilities -695 2,781 2,085 6 -790 18 2,851 Provisions for pensions and similar obligations -664 292 831 4 1 580 2,600 1,101 57 -23 -878 6 1,939 2,670 -2,670 32 5,270 1,101 57 -23 -878 6 1,939 -75 63 -11 -31 -3 4 18 580 -372 37 -4,169 -187 in equity (OCI) -26 -37 -955 Financial assets Property, plant and equipment Intangible assets January 1, 2021, Effects recognized Effects recognized net in income 233 < > Deferred tax assets and liabilities 2021 Million € Deferred taxes acquisitions according to IFRS 3 has resulted in significant deviations between fair values and the values in the tax accounts. This primarily leads to deferred tax liabilities. Deferred taxes result from temporary differences between tax balances and the measurement of assets and liabilities according to IFRS as well as from tax loss carryforwards and unused tax credits. The remeasurement of all the assets and liabilities associated with Consolidated Financial Statements - Notes BASF Report 2021 5.8 -91 19.2 1,430 Other -6.2 97 0.0 -3 -53 Business combinations December 31, Income taxes / effective tax rate 2021, net -169 Other Inventories and accounts receivable -109 43 25 -26 8 -74 -1,434 303 -1,131 -67 -3 22 -22 -6 41 -1,086 -1,045 Deferred tax assets -18 -64 -1,068 Deferred tax liabilities High/medium credit from AAA to BBB- Gross carrying amounts The following table presents the gross values and credit risks for trade accounts receivable measured at amortized cost as of December 31, 2021. Equivalence to external ratinga 2021 of December 31, Creditworthiness as Accounts receivable, trade Million € Consolidated Financial Statements - Notes Precious metal trading items primarily comprise physical items, precious metal accounts as well as long positions in precious metals, which are largely hedged through forward sales or derivatives. The rise in current other receivables and assets, which represent financial instruments, was due to higher deposits on commodity derivatives and increased receivables for other refunds. ΚΣΕ 248 BASF Report 2021 The change in current tax refund claims was largely attributable to the rise in value-added tax receivables in Germany as well as the rise in income tax/other tax receivables at South American Group companies. As in the previous year, defined benefit assets were recognized in 2021 mainly at Group companies in Switzerland and the United Kingdom. rating Prepaid expenses in 2021 mainly included prepayments of €41 million related to operating activities compared with €28 million in 2020, as well as €93 million in prepayments for insurance in 2021 compared with €79 million in 2020. Prepayments for license costs decreased from €70 million in 2020 to €49 million in 2021. Prepaid expenses in 2021 included higher advance payments for received precious metal catalysts to be refurbished. The rise in noncurrent derivatives with positive fair values primarily affected the market valuation of combined interest rate and currency swaps. The change in current derivatives with positive fair market values was largely attributable to the increase in fair values of commodity derivatives for precious metals. Bank acceptance drafts are used as an alternative form of payment in China. Bank acceptance drafts are issued at a discount from their par value. They can be held to maturity, traded or redeemed prematurely at a discount. If BASF discounts a bank acceptance draft with recourse, a liability toward the credit institution is recognized in the amount of the payment received. The increase relates to higher sales and broader use of this form of payment. Expected losses of trade accounts receivable at BASF are calculated primarily on the basis of internal or external customer ratings and the associated probability of default. from BB- to D Releases a Standard & Poor's rating 52 47 The changes in noncurrent loans and interest receivables were predominantly due to reimbursements of loans to nonconsolidated subsidiaries. Current loan receivables increased because of the sale of assets to a joint venture partner in North America. 42 310 1 110 120 As of December 31, 2021 Low credit rating Translation effect Additions January 1, 2021 299 As of of which stage 2 Accounts receivable, trade Valuation allowances on receivables (financial instruments) 2021 Million € There are currently no significant credit risks (or a concentration thereof) associated with other financial instruments. BASF generally monitors the credit risk associated with counterparties with which receivables exist representing financial instruments. In accordance with IFRS 9, impairments for expected credit losses on receivables are recognized based on this. 4,707 7,325 Reclassification between stages 21 198 Current Tax refund claims 126 661 Defined benefit assets 257 79 327 77 Prepaid expenses 1,610 1,211 1,692 738 Other receivables and assets that qualify as financial instruments 261 287 376 270 Other 47 560 104 1,158 Employee receivables < > 247 4,673 912 5,568 1,722 Other receivables and miscellaneous assets 3,462 3,876 984 Other receivables and assets that do not qualify as financial instruments 422 43 361 48 Other 1,604 1,554 Precious metal trading items 0 24 0 123 stage 3 814 68 37,010 37,911 40,365 39,407 901 958 2020 2021 December 31, December 31, Legal reserves rose by €57 million in 2021 and by €70 million in 2020 due to reclassifications from retained earnings. Other retained earnings Retained earnings Retained earnings Million € The acquisition of shares in companies that BASF already controls or that are included in the Consolidated Financial Statements as a joint arrangement is treated as a transaction between shareholders, as long as this does not lead to a change in the consolidation method. There were no material transactions of this type in 2021, as in the previous year. Retained earnings Capital reserves include effects from BASF's share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value. Capital reserves Subscribed capital remained unchanged year on year at €1,176 million and comprises 918,478,694 qualifying shares. Subscribed capital On January 4, 2022, the Board of Executive Directors approved a share buyback program with a maximum volume of €3 billion to be implemented between January 2022 and December 2023. The share buyback program is based on the previously described authorization from May 12, 2017. A proposal to renew the authorization to buy back own shares is planned for the 2022 Annual Shareholders' Meeting, which would authorize the continuation of the share buyback program already underway. By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized to buy back shares until May 11, 2022, in accordance with section 71(1) no. 8 of the German Stock Corporation Act (AktG). The buyback may not exceed 10% of the company's share capital at the time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public invitation to the shareholders to submit sales offers. This authoriza- tion has not been exercised. Legal reserves Authorization of share buybacks Other retained earnings include, among other things, earnings generated in the past by companies included in the Consolidated Financial Statements. Because of the disposal of the pigments business on June 30, 2021, the amount of €48 million for the remeasurement of defined benefit plans, plus an additional €6 mil- lion resulting from the disposal of the operational companies held Consolidated Financial Statements - Notes 288 98 For more information on cash flow hedge accounting, see Note 26.5 from page 274 onward Changes in the fair value of derivatives designated in hedging relationships (cash flow hedges) adjusted for deferred taxes in the amount of -€10 million (2020: €24 million) reduced equity by a total of €329 million (2020: €108 million). In 2021, -€381 million (2020: -€163 million) was attributable to the hedging of future cash flows at shareholdings accounted for using the equity method. Cash flow hedges Furthermore, as a result of divestitures and other changes in the scope of consolidation, €52 million after taxes was reclassified to the income statement in 2021 and €71 million after taxes in 2020. Differences resulting from currency translation increased equity by a total of €2,205 million and decreased equity by €2,598 million in the previous year. This included deferred taxes in the amount of -€19 million in 2021 (2020: €19 million). At-equity investments accounted for €697 million (2020: -€1,125 million). The differences resulted primarily from the appreciation of the U.S. dollar and the Chinese renminbi relative to the euro in 2021. Currency translation For more information on the remeasurement of defined benefit plans, see Note 22 from page 254 onward BASF Report 2021 Because of the disposal of the pigments business on June 30, 2021, the amount of €48 million for the remeasurement of defined benefit plans, plus an additional €6 million resulting from the disposal of the operational companies of Solenis UK International Ltd., London, United Kingdom, which had been accounted for using the equity method until that date, was reclassified, in equity, from other comprehensive income to retained earnings. Moreover, deferred taxes in the amount of -€18 million arising from an adjustment in connection with the introduction of IAS 19 were offset against retained earnings in equity. Remeasurement of defined benefit plans The expenses and income shown in other comprehensive income are divided into two categories: Items that will be recognized in the income statement in the future (known as "recycling") and items that will not be reclassified to the income statement in the future. The first category includes gains and losses from currency translation, the measurement of certain securities classified as debt instruments, and changes in the fair value of derivatives held to hedge future cash flows. Items that will not be reclassified to the income statement at a future date include effects from the remeasurement of defined benefit plans. Accounting policies 20 Other comprehensive income In accordance with the resolution of the Annual Shareholders' Meeting on April 29, 2021, BASF SE paid a dividend of €3.30 per qualifying share from the retained profit of the 2020 fiscal year. With 918,478,694 qualifying shares, this represented total dividends of €3,030,979,690.20. The remaining €914,882,378.80 in retained profits was allocated to retained earnings. Payment of dividends by Solenis UK International Ltd., London, United Kingdom, which had been accounted for using the equity method until that date, was reclassified, in equity, from other comprehensive income to retained earnings. Moreover, deferred taxes in the amount of -€18 million arising from an adjustment in connection with the introduction of IAS 19 were offset against retained earnings in equity. 250 < > Changes in the value of defined benefit plans led to an increase in other comprehensive income of €2,709 million in 2021 and to a decrease of €973 million in the previous year (after taxes in both years). Of that, €44 million was attributable to investments accounted for using the equity method in 2021 (2020: -€19 million). Deferred taxes amounted to -€811 million in 2021 and to €422 mil- lion in 2020. In this connection, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase will only be carried out to the extent to which holders of convertible bonds, or warrants attached to bonds with warrants issued, exercise their conversion or option rights. This authorization had not been exercised as of the end of the 2021 fiscal year. convertible bonds and/or bonds with warrants, or combinations of these instruments, with or without maturity limitations up to a nominal value of €10 billion until May 11, 2022. The notional interest in the share capital attributable to the BASF shares to be issued in connection with the debt instruments issued under this authorization may not exceed 10% of the share capital. By way of a resolution of the Annual Shareholders' Meeting of May 12, 2017, the Board of Executive Directors was authorized, with the approval of the Supervisory Board, to issue, on a one-off basis or in portions on more than one occasion, bearer or registered 0 0 0 0 stage 2 stage 3 3 0 14 15 0 2 112 2 40 28 122 Other receivables 263 1 63 of which stage 1 120 13 26 Conditional capital In accordance with the resolution of the Annual Shareholders' Meeting on May 3, 2019, the Board of Executive Directors was authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company's share capital by a total of up to €470 mil- lion by issuing new shares against contributions in cash or in kind. In principle, shareholders are entitled to a subscription right. However, the Board of Executive Directors is authorized, with the approval of the Supervisory Board, to exclude shareholders' statutory subscrip- tion rights in the cases specified in the authorizing resolution. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase. The total shares issued on the basis of the above authorization with the exclusion of the shareholders' subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed 10% of the share capital at the time that this authoriza- tion comes into effect or - if this value is lower - at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right, must be credited against the aforementioned ceiling of 10%. This authorization has not been exercised to date. BASF SE has only issued fully paid-up registered shares with no par value. There are no preferential voting rights or other restrictions. BASF SE does not hold any treasury shares. Authorized capital 19 Capital, reserves and retained earnings 249 < > Consolidated Financial Statements - Notes BASF Report 2021 Additions included valuation allowances of €1 million due to a change in valuation parameters. Additions primarily included valuation allowances of loans to former and current Group companies. In 2021, valuation allowances of €28 million were recognized for other receivables representing financial instruments, and valuation allowances of €40 million were reversed. In the previous year, valuation allowances of €98 million were recognized and valuation allowances of €13 million were reversed. Payment terms are generally agreed upon individually with custom- ers and, as a rule, are within 90 days. In 2021, valuation allowances of €120 million (2020: €142 million) were added for trade accounts receivable, and valuation allowances of €110 million (2020: €124 million) were reversed. At BASF, a comprehensive, global credit insurance program covers accounts receivable, trade. Under a global excess of loss policy, future bad debts are insured for essentially all BASF Group companies excluding joint ventures. The program has no impact on the calculation of valuation allowances in accordance with IFRS 9. No compensation claims were incurred in either 2021 or 2020. 422 3 150 148 421 Total 109 2 257 387 352 122 1,123 1 282 5 Transfers -1,198 -216 -36 -145 -13 -590 6 -53 -13 -3 Disposals 559 48 1 3 10 400 3 82 -129 77 -1 -1,515 10,749 451 947 As of December 31, 2020 -2,401 -98 -26 -167 -44 -1,567 -42 -404 -14 -39 Currency effects 18 60 -2 -4 -34 -3 -2 Receivables from bank acceptance drafts Transfers to disposal groups -28 12 Additions from acquisitions 3,516 1,842 Κ ΣΕ 243 progress Advance payments and construction in fixtures fixtures Right-of-use miscellaneous equipment and equipment and technical equipment technical equipment Right-of-use buildings Buildings land Land Right-of-use Miscellaneous Right-of-use machinery and Machinery and Cost Development of property, plant and equipment including right-of-use assets arising from leases in 2020 Million € Consolidated Financial Statements - Notes BASF Report 2021 < > 242 In 2021, impairments of €155 million and reversals of impairments of €13 million were included in accumulated depreciation. Impairments of €49 million related to machinery and technical equipment as well as buildings at a production site in Asia in the Industrial Solutions segment. The value in use of €2 million was calculated applying a pre-tax cost of capital rate of 6.89%. This corresponds to a cost of capital rate of 9.05%. Furthermore, there was a complete write-down in the amount of €17 million due a plant closure at a production site in North America in the Materials segment, which related almost entirely to machinery and technical equipment. Impairments to construction in progress mainly related to discontinued investment projects. Reversals of impairments in the amount of €13 million resulted primarily from an increase in the fair value of plants impaired at a site in North America in 2020. Currency effects raised property, plant and equipment by €798 million and resulted mainly from appreciation of the U.S. dollar and the Chinese renminbi against the euro. For more information on divestitures, see Note 3 from page 207 onward Advance payments for right-of-use assets 834 Total 950 202 199 147 787 120 161 40 18 Additions 41 37 1 2 1 Changes in the scope of consolidation 65,508 6 3,006 551 4,808 399 43,783 808 10,757 440 As of January 1, 2020 Transfers to disposal groups related largely to reclassified amounts in connection with the divested kaolin minerals business. 43,902 4,773 34,882 292 6,689 100 66 As of December 31, 2020 -1,467 -1 -11 -108 -13 229 -1,124 -187 -4 Currency effects 23 10 3 -1 7 2 2 Transfers to disposal groups -15 3,576 357 177 BASF exercises the exemption for lease agreements with a maximum term of 12 months from the date of provision and low-value assets. Low-value assets are generally defined as leased assets worth a maximum of €5,000. - As lessee, BASF accounts for nearly all leases, recognizing right-of- use assets for leased assets and liabilities for lease agreements. The following principles are considered: Leases can be embedded within other contracts. If separation is required under IFRS, the embedded lease is recorded separately from its host contract and each component of the contract is accounted and measured in accordance with the applicable regulations. Leases in which BASF is a lessee mainly relate to real estate and transportation and technical equipment. A lease is an agreement that conveys the right to control the use of identified asset for a defined period of time in return for a payment. Accounting policies Leases 16 244 < > Consolidated Financial Statements - Notes BASF Report 2021 19,647 2,987 333 1,197 276 9,020 542 4,060 351 881 Net carrying amount as of December 31, 2020 46,368 -24 -10 -1 -45 106 3,401 188 614 40 19 Additions 1 1 Changes in the scope of consolidation 43,716 158 196 3,472 144 33,110 144 6,374 65 53 As of January 1, 2020 Accumulated depreciation 66,015 3,164 690 392 505 195 5,189 34 -2 Transfers -1,070 -214 -25 -135 -8 -546 -27 -112 -1 -2 Disposals 2,059 234 14 49 25 1,396 50 250 23 18 of which impairments 234 - Lease liabilities are measured at the present value of the remaining lease payments, taking into account the incremental borrowing Transfers related mainly to the reclassification of operation-ready assets from construction in progress to other asset categories. For more information on acquisitions, see Note 3 from page 207 onward -1,723 118 1,392 310 10 -5 Transfers -1,168 -140 -134 -171 102 -12 -49 -97 -1 -8 Disposals 332 38 3 149 104 39 -556 Transfers to disposal groups -59 0 982 11,495 544 905 As of December 31, 2021 2,193 104 20 150 33 1,442 31 350 37 25 Currency effects -510 0 -9 -5 -15 0 -360 -2 -60 Additions from acquisitions 4,078 150 2,301 947 451 10,749 834 43,902 505 4,773 690 3,164 66,015 Changes in the scope of consolidation 0 -2 -2 0 -2 -2 -1 0 -10 Additions 7 11 141 168 As of January 1, 2021 46,781 Total progress 186 203 BASF Report 2021 Consolidated Financial Statements - Notes Development of property, plant and equipment including right-of-use assets arising from leases in 2021 Million € Cost Κ ΣΕ 241 Right-of-use Land land Buildings Right-of-use buildings Machinery and technical equipment Right-of-use machinery and Miscellaneous Right-of-use miscellaneous Advance Advance payments and payments technical equipment equipment and fixtures equipment and fixtures construction in for right-of-use assets Disposals of property, plant and equipment mainly included the sale of the production site in Kankakee, Illinois, and the disposal of BASF's share in the condensate splitter in Port Arthur, Texas. 624 756 5 11 104 14 1,058 16 174 9 4 Currency effects -409 1,395 0 -11 -336 -1 -45 0 -13 Transfers to disposal groups 102 -32 -1 131 -3 As of December 31, 2021 54 125 Additions from acquisitions resulted from the acquisition of the 51% share in BASF Shanshan Battery Materials Co., Ltd. Additions to property, plant and equipment arising from investment projects (excluding leases) amounted to €3,465 million in 2021. Investments were made at the following sites in particular: Ludwigshafen, Germany; Antwerp, Belgium; Zhanjiang, China; Geismar, Louisiana; and Freeport, Texas. Material investments included engineering services and the procurement of technical equipment in connection with development of the new Verbund site in Zhanjiang, China, as well as construction and expansion of ethylene oxide and polyethylene oxide production plants in Antwerp, Belgium, and Ludwigshafen, Germany. Investments also included modernization measures, particularly at the Ludwigshafen site. Government grants for funding investment measures reduced asset additions by €5 million. The additions to advance payments for right-of-use assets related only to the acquisition of land use rights at the new Verbund site in Zhanjiang, China. Consolidated Financial Statements - Notes BASF Report 2021 December 31, 2021 21,553 150 3,681 321 1,225 308 9,642 574 4,380 419 852 Net carrying amount as of 49,477 53 435 3,833 316 37,138 408 7,115 -1 3 2 Transfers Additions -9 0 -1 -3 -1 0 -2 -2 Changes in the scope of consolidation 46,368 177 357 3,576 229 34,882 292 6,689 100 66 As of January 1, 2021 Accumulated depreciation 71,030 150 3,735 -3 5,058 17 129 -1,033 -132 -103 -163 -8 -517 -27 -83 -1 0 Disposals 142 35 3 72 8 27 -3 of which impairments 3,064 35 173 331 80 1,921 380 rate. 3 -27 BASF Report 2021 1,634 273 1,361 1,712 298 1,414 Total 606 Consolidated Financial Statements - Notes 151 699 167 532 2027 and thereafter 92 18 74 94 20 455 74 2021 Interest expenses for lease liabilities 2022 172 190 48 49 92 106 32 35 2020 December 31, 2020 Future lease payments to BASF from operating lease contracts Million € Expenses and income in the statement of income from leases for BASF as lessee Million € 1 Income from sublease agreements -13 -30 Expenses for variable lease payments not included in the measurement of lease liabilities -36 -36 December 31, 2021 2023-2026 2026 24 366 30 336 2022 - A right-of-use asset is generally recognized at the same amount as the lease liability. Differences may arise from the lease payments made prior to the provision of the leased asset, less any lease incentives received. Future lease payments Interest portion Lease liabilities Future lease payments 334 Interest portion December 31, 2021 BASF presents the interest component of lease payments in cash flows from operating activities and the repayment portion in cash flows from financing activities. Lease payments under short-term agreements, agreements with low-value assets or variable payments are presented in cash flows from operating activities. plan) or the scope (either quantitatively or time-related) of use of the asset. Lease liabilities Million € BASF as lessee If an existing lease contract is modified, the lease liability and right-of-use asset must be remeasured, provided the modification changes the payment profile (pursuant to the interest and principal A number of leases, particularly for real estate and barges, include extension and termination options. Extension and termination options are taken into account on recognition of the lease liability only if BASF is reasonably certain that these options will be exercised in the future. When contract terms are being deter- mined, consideration is given to all facts and circumstances that offer an economic incentive for exercising extension options or not exercising termination options. Changes in lease terms arising from the exercise of an extension option or non-exercise of a termination option are only considered if sufficient certainty exists. Estimates and expectations which are asserted at the commencement date of the lease liability and the right-of-use asset and pertain to future payments not yet determined on the date of provision are assessed continuously during the lease term. If subsequently improved or changed knowledge influences the expected payment profile over time, the lease liability is remeasured. - As a general rule, BASF separates non-lease components, such as services, from lease payments. Lease liabilities 133 29 2023 109 125 25 100 2025 After capitalization at commencement date, whereby the right-of- use asset is measured at cost, the right-of-use asset is generally depreciated over the lease term using the straight-line method. - 179 23 363 156 29 153 2024 261 28 233 246 27 219 182 2027 and thereafter December 31, 2020 Expenses for short-term leases Consolidated Financial Statements - Notes BASF Report 2021 246 < > Write-downs on inventory were recognized in the amount of €97 million in 2021, and in the amount of €65 million in 2020. Cost of sales included inventories recognized as an expense amounting to €44,244 million in 2021, and €30,379 million in 2020. Work in progress, finished goods and merchandise are combined into one item due to production conditions in the chemical industry. Services in progress mainly relate to services not invoiced as of the balance sheet date. 10,010 13,868 18 121 6,784 9,337 3,105 4,414 2020 2021 Dec. 31, Dec. 31, Inventories 117 Work in progress, finished goods and merchandise Advance payments and services in progress Receivables and miscellaneous assets December 31, 2021 Total 167 Receivables from capital equipment of nonconsolidated subsidiaries 3 41 4 Receivables from finance leases 414 105 Other receivables and miscellaneous assets Million € 610 Derivatives with positive fair values 127 149 93 Loans and interest receivables Noncurrent Current Noncurrent December 31, 2020 335 Raw materials and factory supplies 40 The exception made by IAS 2 for traders is applied to the measurement of precious metals. Accordingly, inventories held exclusively for trading purposes are measured at fair value less costs to sell and recognized in the precious metal trading item (carrying amount as of December 31, 2021: €1,554 million; as of December 31, 2020: €1,604 million) under miscellaneous current assets. All changes in value are immediately recognized in the statement of income. 2020 2021 Income from operating leases income from variable lease payments not included in measurement of net investment financial income from net investment in the lease of which gains and losses from sales Income from finance leases -222 -222 BASF as lessor A rental agreement for a building representing a volume of €60 mil- lion was concluded in December 2021. The rental term begins at the end of 2022. In 2021 and 2020, no material sale and leaseback transactions occurred. Total Gains and losses from sale and leaseback transactions Income from leases for BASF as lessor Million € -129 Expenses for leases for low-value assets -131 Inventories Million € 3 25 -43 24 1 In addition to direct costs, cost of conversion includes an appropriate allocation of production overhead costs based on normal utilization rates of the production plants, provided that they are related to the production process. Pensions, social services and voluntary social benefits are also included, as well as allocations for administrative costs, provided they relate to the production. Borrowing costs are not included in cost of conversion. Inventories are measured at acquisition cost or cost of conversion based on the weighted average method. If the market price or the fair value of the sales products, which are based on the net realizable values, is lower, then the sales products are written down to this lower value. The net realizable value is the estimated price in the ordinary course of business less the estimated costs of completion and the estimated selling costs. Accounting policies 17 Inventories Consolidated Financial Statements - Notes BASF Report 2021 245 < > 56 Inventories may be impaired if the prices for the sales products decline, or in cases of a high rate of days sales of inventory (DSI). Write-downs on inventories are reversed if the reasons for them no longer apply. Total Claims arising from operating leases amounted to €190 million in 2021 (2020: €172 million). As in the previous year, there were no material operating leases for property, plant and equipment. BASF acts as a lessor for finance leases to a minor extent only. Receivables on finance leases were €44 million in 2021 (2020: €44 million). The leased assets pertained primarily to buildings and production facilities. of which income from variable lease payments not dependent upon an index or interest rate 38 31 35 2 | 1 700 4.11% 4.43% 570 U.S. private placement series C 2013/2034 USD 617 USD 221 4.09% 203 3.92% 250 USD 300 3.89% 79 U.S. private placement series B 2013/2028 U.S. private placement series A 2013/2025 Bonds and other liabilities to the capital market 264 497 0.88% 500 EUR 163 176 3.69% 200 4.45% USD Liabilities to credit institutions Other bonds Bond 2016/2026 0.75% Bond 2018/2025 3.625% BASF Finance Europe N.V. 244 Financial indebtedness 77 4.24% 10,000 4% 198 198 2.96% 200 EUR Bond 2013/2033 2.875% Bond 2018/2033 493 3.15% 500 EUR Bond 2013/2033 3% December 31, 2021 496 December 31, 2020 493 1.03% AUD 100 JPY Bond 2018/2048 1.025% 199 200 3.27% 200 EUR 160 Bond 2013/2043 738 739 1.73% 750 EUR Bond 2017/2037 1.625% 98 3.25% 110 21 13,737 Other provisions are recognized when there is a present obligation as a result of a past event and when there is a probable outflow of resources whose amount can be reliably estimated. Provisions are recognized at the probable settlement value. Provisions for environmental protection and remediation costs are recognized for expected costs for rehabilitating contaminated sites, recultivating landfills, removal of environmental contamination at existing production or storage sites and similar measures. In addition, other provisions also cover expected costs for restoration obligations for dismantling existing plants and buildings. If BASF is the only responsible party that can be identified, the provision covers the entire expected obligation. At sites operated together with one or more partners, the provision generally covers only BASF's share of the expected obligation. The amount of the provision is determined based on the available technical information on the site, the technology used, legal regulations, and official requirements. The calculation accounts for expected significant changes in obligations. Provisions for restructuring measures include severance payments to departing employees or similar personnel expenses as well as expected costs for site closures, including the costs for demolition and similar measures. Provisions are recognized for these expenses when the relevant measures have been planned and announced by management. Provisions for employee obligations primarily consist of variable compensation including associated social security contributions, as well as obligations for granting long-service bonuses. The latter are predominantly calculated based on actuarial principles. Provisions for obligations from sales and purchase contracts largely comprise obligations arising from rebates granted and other price discounts in the Agricultural Solutions segment, warranties and product liabilities, sales commissions and expected losses on contracts. Provisions for litigation, damage claims, warranties and similar obligations contain anticipated expenses from lawsuits in which BASF is the defendant party, as well as obligations under damage claims against BASF and fines. In order to determine the amount of the provisions, the company takes into consideration the facts related to each case, the size of the claim, compensation awarded in similar cases and independent expert advice as well as assumptions regarding the probability of a successful claim and the range of possible claims. Actual costs can deviate from these estimates. For more information, see Note 24 on page 262 The probable amount required to settle noncurrent provisions is discounted if the effect of discounting is material. In this case, the provision is recognized at present value. Assumptions must be made in determining the discount rate (2021: 1.25%; 2020: 1.5%) used for calculating noncurrent provisions. Financing costs related to unwinding the discount of provisions in subsequent periods are shown in other financial result. Other provisions Million € Restoration obligations December 31, 2021 December 31, 2020 Of which current Of which current 158 21 Accounting policies 23 Other provisions <>=260 Consolidated Financial Statements - Notes Pension assets Effective interest rate Unfunded pension plans Funded pension plans 2,121 1,840 26,508 23,130 28,000 148 21,400 28,629 23,130 29,840 21,400 Defined contribution plans and government pensions The contributions to defined contribution plans recognized in income from operations amounted to €308 million in 2021 and €306 million in 2020. Contributions to government pension plans were €578 million in 2021 and €557 million in 2020. BASF Report 2021 Total Environmental protection and remediation costs 926 94 Other Total 486 279 541 290 5,717 3,935 161 4,309 Breakdown of financial indebtedness by currency Million € Consolidated Financial Statements - Notes BASF Report 2021 19,214 17,184 3,735 3,447 15,479 2,825 102 205 79 693 114 Employee obligations 2,368 1,907 1,174 754 Obligations from sales and purchase contracts 26 1,423 1,134 1,114 Restructuring measures 279 229 414 371 Litigation, damage claims, warranties and similar obligations 1,379 currency of issue) 499 Nominal value (million, EUR Bond 2020/2023 0.101% 673 739 0.83% 850 USD Bond 2017/2023 0.925% 1,252 1,251 1.93% 1,250 EUR Bond 2012/2022 2% 1,000 0.14% 999 999 300 GBP Bond 2017/2025 1.750% Defined benefit obligation 499 2.60% 500 277 EUR 2.5% 277 297 1.06% 250 GBP Bond 2016/2023 0.875% Bond 2014/2024 297 1.52% 250 USD Commercial paper December 31, 2020 December 31, 2021 Effective interest rate Nominal value (million, currency of issue)a Currency Carrying amounts based on effective interest method 280 251 BASF SE Million € Financial indebtedness Liabilities 21 Consolidated Financial Statements - Notes BASF Report 2021 Maturities of financial indebtedness Million € < > 1.87% 248 Commercial paper GBP Bond 2018/2022 1.375% 407 441 2.65% 500 USD 178 Bond 2017/2022 1,000 1.47% 1,000 EUR Bond 2013/2021 1.875% 1,112 GBP 2.5% 356 332 0.875% 493 494 1.01% 500 EUR Bond 2016/2031 0.875% 199 2.37% 199 200 EUR Bond 2016/2031 1.5% 495 495 1.63% 500 1.58% EUR Bond 2016/2031 1,300 Carrying amounts based on effective interest method ΚΣΕ 252 Consolidated Financial Statements - Notes Financial indebtedness Million € Continued from previous page BASF Report 2021 Continued on next page a As of the balance sheet date HKD 296 1.57% 300 EUR Bond 2017/2032 1.450% 137 147 2.37% 297 Currency Bond 2018/2030 247 0.32% 1,000 EUR Bond 2020/2027 0.250% 138 145 3.70% 996 1,450 Bond 2013/2025 3.675% 747 748 0.97% 750 EUR Bond 2018/2025 NOK 1.5% 996 Bond 2017/2027 248 1.01% 250 EUR Bond 2019/2029 0.875% 153 160 0.875% 2.69% NOK Bond 2017/2029 2.670% 989 990 1.04% 1,000 EUR 1,600 Pension assets Dec. 31, 2021 2020 points -60 -21 Plan settlements 430 423 Expenses for defined benefit plans 6 1 Past service cost 2020 2021 419 419 28,423 29,840 Defined benefit obligation as of January 1 Current service cost 2020 2021 Development of defined benefit obligations Million € Million € Composition of expenses for pension benefits Explanation of the amounts in the statement of income and balance sheet Increase by 0.5 percentage Sensitivity of the defined benefit obligation as of December 31 Million € A change in the material actuarial assumptions would have the following effects on the defined benefit obligation: Sensitivity analysis ΚΣΕ 257 Consolidated Financial Statements - Notes Decrease by 0.5 percentage points Expenses for defined contribution plans 308 306 2,131 -1,496 Actuarial gains/losses Net interest expense from underfunded pension plans and similar obligations -1,411 -1,267 1,666 1,533 Projected pension increase 41 37 Employee contributions 2,553 2,420 BASF Report 2021 -2,221 Discount rate -1,095 -1,084 Benefits paid 736 731 Expenses for pension benefits (recognized in income from operations) 2020 2021 2020 2021 395 276 Interest cost -2,115 85 S2PXA (standard actuarial mortality tables for self-administered plans (SAPS)) RP-2018 (modified) with MP-2018 generational projection Assumptions used to determine the defined benefit obligation as of December 31 The valuation of the defined benefit obligation is based on the following key assumptions: Actuarial assumptions For Group companies in other countries, defined benefits are covered in some cases by pension provisions, but mainly by external insurance companies or pension funds. Other countries The financing of the pension plans is determined by the provisions of the regulatory authority for pensions and the relevant social and labor law requirements. The defined benefit plans are administered by a trust company, whose Board of Trustees, according to the trustee agreement and law, represents the interests of the beneficiaries and ensures that the benefits can be paid in the future. The required funding is determined using technical valuations according to local regulations every three years. The BASF Group also maintains defined benefit plans in the United Kingdom, which have been closed for further increases based on future years of service. Adjustments to compensate for increases in the cost of living until the beginning of retirement are legally required for beneficiaries of defined benefit plans. Employees are granted benefits based on a defined contribution plan. United Kingdom The employees of the BASF Group in Switzerland receive a company pension, which is financed through a pension fund by employer and employee contributions as well as the return on plan assets. The pension plans are accounted for as defined benefit plans, as the obligatory minimum pension guaranteed by law under the Swiss Pension Fund Act (BVG) is included in the scheme. All benefits vest immediately. According to government regulations, the employer is obligated to make contributions, so that the pension funds are able to grant the minimum benefits guaranteed by law. The pension funds are managed by boards, where employer and employees are equally represented, which steer and monitor the benefit plans and asset allocation. Switzerland 256 < > Consolidated Financial Statements - Notes BASF Report 2021 Additional similar obligations arise from plans that assume the healthcare costs and life insurance premiums of retired employees and their dependents. Such plans have been closed to new entrants since 2007. In addition, the amount of the benefits for such plans has been frozen. The legal and regulatory frameworks governing the plans are based on the U.S. Employee Retirement Income Security Act (ERISA), which requires the plan sponsor to ensure a minimum funding level. Any employer contributions necessary to meet the minimum funding level are based on the results of an actuarial valuation. Furthermore, there are unfunded pension plans that are not subject to ERISA requirements. Effective 2010, the existing defined benefit plans were closed to further increases in benefits based on future years of service, and benefits earned in the past were frozen. There is no entitlement to pension adjustments to compensate for cost-of-living increases. Employees are granted benefits based on defined contribution plans. United States by BASF Pensionstreuhand e.V.; at German Group companies, these benefits are financed primarily via pension provisions. The benefits are largely based on cash balance plans. Furthermore, employees are given the option of participating in various deferred compensation schemes. For BASF SE and German Group companies, a basic level of benefits is provided by BASF Pensionskasse WaG, a legally independent plan, which is financed by employer and employee contributions as well as the return on plan assets. BASF SE ensures the necessary contributions to adequately finance the benefits promised by BASF Pensionskasse WaG. Some of the benefits financed via BASF Pensionskasse WaG are subject to adjustments that must be borne by its member companies to the extent that these cannot be borne by BASF Pensionskasse WaG due to the regulations imposed by the German supervisory authority. In 2004, the basic benefit plan was closed for newly hired employees at German BASF companies and replaced by a defined contribution plan. A new defined contribution plan was introduced as of July 1, 2021, for new hires in the German BASF companies. At BASF SE, occupational pension promises that exceed the basic level of benefits are financed under a contractual trust arrangement Germany The following section describes the typical plan structure in the individual countries. Different arrangements may exist, in particular due to the assumption of plans as part of acquisitions; however, these do not have any material impact on the description of plans in the individual countries. The obligations and the plan assets used to fund the obligations are exposed to demographic, legal and economic risks. Economic risks are primarily due to unforeseen developments on commodity and capital markets. They affect, for example, pension adjustments based on the level of inflation in Germany and in the United Kingdom, as well as the impact of discount rates on the amount of the defined benefit obligation. In previous years, measures taken to close plans with defined benefits for future service, especially benefits based on final pay promises and the assumption of healthcare costs for former employees, led to a reduction in risk with regard to future benefit levels. In some countries - especially in Germany, in the United States, in the United Kingdom and in Switzerland - there are pension obligations subject to government supervision or similar legal restrictions. For example, there are minimum funding requirements Description of the defined benefit plans to cover pension obligations, which are based on actuarial assumptions that differ from those pursuant to IAS 19. Furthermore, there are qualitative and quantitative restrictions on allocating plan assets to certain asset categories. This could result in annual fluctuations in employer contributions, financing measures and the assumption of obligations in favor of the pension funds to comply with regulatory requirements. In some countries, pension benefits were granted for which the employer has a subsidiary liability. Pension benefits in a number of countries include minimum interest guarantees to a limited extent. If the pension fund cannot generate the income needed to provide the minimum guarantee, this must be provided by the employer under the subsidiary liability. To the extent that recourse to the employer is unlikely based on the structure and execution of the pension benefits as well as the asset situation of the pension fund, these plans are treated as defined contribution plans. Economic and legal environment of the plans Actuarial gains and losses from changes in estimates relating to the actuarial assumptions used to calculate defined benefit obligations, the difference between standardized and actual returns on plan assets, as well as the effects of the asset ceiling are recognized directly in equity as other comprehensive income. The valuation of the defined benefit obligation is generally performed using the most recent actuarial mortality tables as of December 31 of the respective business year, which in Germany and the United States are derived from the BASF Group population and were last updated in 2019 for the pension obligations in Germany and in 2018 for the pension obligations in the United States. The actuarial mortality tables for the pension obligations in Switzerland were adjusted in 2021. Actuarial mortality tables (significant countries) as of December 31, 2021 Germany Discount rate Projected pension increase Heubeck Richttafeln 2018G (modified) A Group-wide, uniform procedure is used to determine the discount rates applied for valuation of material pension obligations of the BASF Group. Accordingly, the discount rates were derived from the yields on corporate bonds in the respective currency zones with an issue volume of more than 100 million units of the respective currency with a minimum rating of AA- to AA+ from at least one of the following three rating agencies: Fitch, Moody's, or Standard & Poor's. The assumptions used to ascertain the defined benefit obligation as of December 31 are used in the following year to determine the expenses for pension plans. Discount rate 3.00 3.10 1.50 1.50 Projected pension increase 1.50 2.20 0.10 0.20 0.70 1.10 2.30 3.10 2021 2020 2021 2020 BVG 2020 generational with CMI 2018 mortality improvement 2021 2020 2021 2020 Switzerland United States Germany United Kingdom Assumptions used to determine expenses for pension benefits in the respective business year United States 3.10 3.50 1.50 1.60 Germany United Kingdom Switzerland United States 2021 2020 2021 2020 2021 2020 2021 2020 1.10 0.70 2.70 2.30 0.40 0.10 2.00 1.50 United Kingdom 108 of which adjustments relating to financial assumptions -1,505 -52 45 615 151 326 132 -2,131 1,496 765 1,935 Deviation between actual and standardized return on plan assets Effects from acquisitions and divestitures Employer contributions Actuarial gains/losses of the defined benefit obligation Benefits paid by unfunded plans Standardized return on plan assets Plan settlements Interest cost Past service cost 286 194 -395 -276 0 0 -6 -1 -419 -419 -8,440 -7,560 Net defined benefit liability as of January 1 Current service cost Other changes -245 -7 Currency effects 2021 2020 2021 Net defined benefit liability Plan assets Pension obligations Million € 2020 Regional allocation of defined benefit plans as of December 31 Effects from plan settlements resulted in 2021 primarily from the transfer of benefit entitlements and the corresponding assets from the pension plan in Canada to an external insurer. BASF SE made pension payments which are covered by the assets of BASF Pensionstreuhand e.V. BASF Pensionstreuhand e.V. reimbursed BASF SE in 2021 with €250 million in pension payments relating to 2020. This transaction is presented in other changes in plan assets. The standardized return on plan assets is calculated by multiplying plan assets at the beginning of the year with the discount rate used for existing defined benefit obligations at the beginning of the year, taking into account benefit and contribution payments to be made during the year. 21,400 23,130 2020 -332 -11 -264 -60 -21 8,566 6,160 provisions for pensions and similar obligations 126 661 -8,440 -5,499 Net defined benefit liability as of December 31 of which defined benefit assets 138 -71 434 2021 Development of net defined benefit liability Million € Through continuous monitoring of financing requirements of its pension plans, BASF strives to achieve the necessary yields to fill financing gaps over the course of time. Company contributions for 2022 are currently expected to be around €130 million. Consolidated Financial Statements - Notes BASF Report 2021 29,840 28,629 -470 505 -4 -19 54 171 17 126 Effects from acquisitions and divestitures Other changes Currency effects experience adjustments Development of plan assets 108 62 8 -117 adjustments relating to demographic assumptions 0 -3 BASF tendered and reissued the mandate for the actuarial valuation of indirect obligations at BASF Pensionskasse WaG and of direct obligations of the German group, effective as of May 1, 2021. In this context, some of the previous assumptions and valuation methods were modified. This led to actuarial losses totaling €8 million, which were included in adjustments relating to financial assumptions. As of December 31, 2021, the weighted average duration of the defined benefit obligation amounted to 16.6 years (previous year: 16.6 years). Defined benefit obligation as of December 31 Net interest expense of the respective fiscal year is based on the discount rate and the defined benefit obligation at the beginning of the year. The interest on the net defined benefit liability at the beginning of the year is recognized in the financial result. This is the difference between the interest cost of the defined benefit obligation and the standardized return on plan assets as well as the interest cost for the asset ceiling. The expected contribution payments and benefits paid over the course of the fiscal year are taken into account when determining net interest. Net interest income from overfunded pension plans Expenses for pension benefits (recognized in the financial result) An alternative valuation of the defined benefit obligation was performed to determine how changes in the underlying assumptions influence the amount of the defined benefit obligation. A linear extrapolation of these amounts based on alternative changes in the assumptions as well as an addition of combined changes in the individual assumptions is not possible. 2,106 82 Actuarial reports are used to calculate the amount of pension The strategy of the BASF Group with regard to financing pension provisions. commitments takes into account country-specific supervisory and tax regulations. Million € 2021 BASF's remaining obligations and the proportional plan assets of benefit recipients in Switzerland relating to the divestiture of the pigments business are presented in effects from acquisitions and divestitures. This item also includes the amount of €43 million, which was deposited into Swiss plan assets in the same context. Employer contributions were €151 million in 2021. In 2020, BASF's employer contributions totaled €615 million, including special contributions to BASF Pensionstreuhand e.V. in the amount of €401 million and €58 million to American plan assets. 41 258 < > Plan assets as of December 31 Currency effects Other changes Plan settlements Past service cost 2 216 Effects from acquisitions and divestitures -769 Plan assets as of January 1 -952 37 Employee contributions 615 151 Employer contributions 765 1,935 Deviation between actual and standardized return on plan assets Standardized return on plan assets 286 194 20,863 21,400 2020 Benefits paid < > 255 Switzerland BASF Report 2021 1,280 Following year 3 1,998 950 Pound sterling 2,310 2,208 Consolidated Financial Statements - Notes 3,166 3,255 U.S. dollar 3,395 3,420 Following year 1 12,684 11,611 Euro Dec. 31, 2020 Dec. 31, 2021 Dec. 31, 2020 Defined benefit obligation 2021 2020 Germany United States 20,400 3,563 Switzerland 1,812 21,535 15,498 3,596 2,610 1,816 2,212 14,426 2,121 Norwegian krone 305 291 99 Argentinian peso Other bonds 98 100 Australian dollar 136 119 Japanese yen 19,214 17,184 Total 137 147 2,404 Hong Kong dollar 7,207 Following year 6 and maturities beyond this year 86 154 Indian rupee 1,787 1,177 Following year 5 250 168 Chinese renminbi 1,351 1,892 Following year 4 8,250 -4,902 -7,109 -953 -1,192 1,851 26 28 Debt instruments 45 47 of which for government debtors 18 19 for other debtors 27 28 Real estate 6 Alternative investments Equities 21 3 100 100 Cash and cash equivalents Total 5 17 The asset class debt instruments comprises promissory notes and debentures (Pfandbriefe) as well as corporate and government bonds. Government bonds primarily relate to bonds from countries with very high credit ratings, such as the United States, the United Kingdom, Germany and Switzerland. Government bonds from emerging countries are also held to a limited extent. Corporate bonds mainly comprise bonds from creditworthy debtors, although particular high-yield bonds are also held to a limited extent. In connection with the continuous monitoring of default risk based on a given risk budget and on the observation of the development of the creditworthiness of issuers, the plan asset allocation may be adjusted in the case of a revised market assessment. Alternative investments largely comprise investments in private and infrastructure equity, absolute return funds and senior secured loans. Almost all of the equities are priced on active markets. The category debt instruments includes promissory notes and debentures (Pfandbriefe) acquired through private placements with a market value in the amount of €188 million as of December 31, 2021, and €110 million as of December 31, 2020. For such securities, especially those held by domestic pension plans, there is no active market. There is also no fungible market price for the additional amount of €387 million, especially in the category of alternative investments and real estate. The capital market compensates for this lack of fungibility with yield premiums depending on the maturity. Plan assets as of the balance sheet date contained securities issued by BASF Group companies with a market value of €0 million in 2021 and €1 million in 2020. The market value of the properties of legally independent pension funds rented to BASF Group companies remained unchanged from the previous year at €112 million. Since 2010, an agreement has existed between BASF SE and BASF Pensionskasse WaG on the granting of profit participation capital with a nominal value of €80 million to strengthen the financing of the BASF Pensionskasse WaG. The existing profit participation capital was paid back to BASF SE in 2021. To enable Pensions- kasse WaG to meet future regulatory solvency requirements and strengthen its risk-bearing capacity, BASF SE temporarily provided the pension fund with capital in the form of a retrospective initial fund loan with a nominal value of €220 million in 2021. The pension fund utilized €80 million of that amount in 2021. Furthermore, BASF Pen- sionstreuhand e.V. reimbursed BASF SE in 2021 with €250 million in pension payments relating to 2020. The funding of the plans was as follows: Current funding situation of the pension plans as of December 31 Million € 2021 2 66 2020 % 400 35 United Kingdom 1,967 1,986 2,178 2,026 211 40 Other 887 907 632 693 2021 -255 Total 28,629 29,840 23,130 21,400 -5,499 -8,440 BASF Report 2021 Consolidated Financial Statements - Notes < > 259 Explanations regarding plan assets The target asset allocation has been defined by using asset liability studies and is reviewed regularly. Accordingly, plan assets are aligned with the long-term development of the obligations, taking into consideration the risks associated with the specific asset classes and the regulations relating to the investment of plan assets. The existing portfolio structure is based on the target asset allocation. In addition, current market assessments are taken into consideration. In order to mitigate risks and maximize returns, a widely spread global portfolio of individual assets is held. Liability-driven investment (LDI) techniques, such as hedging the risk of changes in interest rates and inflation, are used in some pension plans, especially for U.K. and U.S. plans. Structure of plan assets -214 Turkish lira Following year 2 34 Liabilities from precious metal trading positions Employee liabilities 3,440 1,711 3,679 1,600 706 323 701 330 29 56 28 26 7 32 17 210 40 201 200 201 238 22 294 22 55 79 63 Contract liabilities Deferred income Miscellaneous liabilities Other liabilities that do not qualify as financial instruments Other liabilities Similar obligations, especially those arising from commitments by North American Group companies to pay the healthcare costs and life insurance premiums of retired staff and their dependents, are reported under provisions for similar obligations. Provisions for pensions are calculated on an actuarial basis in accordance with the projected unit credit method. Assumptions relating to the following valuation parameters, among others are used: future developments in compensation, pensions and inflation, employee turnover, and the life expectancy of beneficiaries. Obligations are discounted based on the market yields on high- quality corporate fixed-rate bonds. The accounting policies presented in the following relate to defined benefit pension obligations. The Group Pension Committee monitors the risks of all pension plans of the Group with regard to the financing of pension commitments and the portfolio structure of existing plan assets. The organization, responsibilities, strategy, implementation and reporting requirements are documented for the units involved. In addition to state pension plans, most employees are granted company pension benefits from either defined contribution or defined benefit plans. Benefits generally depend on years of service, contributions or compensation, and take into consideration the legal framework of labor, tax and social security laws of the countries where the companies are located. To limit the risks of changing financial market conditions as well as demographic developments, employees have, for a number of years now, been almost exclusively offered defined contribution plans for future years of service. Accounting policies 22 Provisions for pensions and similar obligations Liabilities to credit institutions were secured primarily with registered land charges. Secured other liabilities relate primarily to derivatives with negative fair values that are secured with other receivables and miscellaneous assets. 279 245 264 170 2 11 Liabilities related to social security 13 Dec. 31, 2020 Dec. 31, 2021 114 52 76 63 other liabilities accounts payable, trade liabilities to credit institutions To secure Carrying amounts of assets used to secure liabilities Million € For more information on financial risks and derivative instruments, see Note 26 from page 263 onward For more information on liabilities arising from leases, see Note 16 from page 244 onward Contract liabilities include mainly customer payments entitling them to access licenses over an agreed period of time. The majority of existing contracts have terms of up to six years. Of the contract liabilities reported as of December 31, 2021, €40 million are expected to be recognized as revenue in 2022. Other liabilities 64 1,388 Carrying amounts of assets used 1,270 ΚΣΕ 254 Consolidated Financial Statements - Notes BASF Report 2021 BASF SE had committed and unused credit lines with variable interest rates amounting to €6,000 million as of December 31, 2021, and €9,000 million as of December 31, 2020. Unused credit lines < > 253 Liabilities to credit institutions decreased from €3,735 million as of December 31, 2020 to €3,447 million as of December 31, 2021. The weighted average interest rate on loans amounted to 2.7% in 2021, compared with 2.1% in 2020. 19,214 17,184 Total 28 10 Other currencies 38 Other liabilities 9 Liabilities to credit institutions 95 South African rand 18 45 Indonesian rupiah Other bonds consisted primarily of a bond issued by BASF Corpo- ration that was used to finance investments in the United States. Both the nominal interest rate and effective interest rate of this bond were 6.95% in 2021. Its remaining term to maturity is 78 months. 27 55 Thai baht 62 61 Brazilian real 2,978 Ukrainian hryvnia Million € 33 Liabilities from leases Other liabilities that qualify as financial instruments Derivatives with negative fair values 464 41 753 26 Miscellaneous liabilities Advances received on orders 583 37 505 35 1,026 334 1,078 949 284 334 Loan and interest liabilities 674 679 2,734 December 31, 2021 Noncurrent December 31, 2020 Current Noncurrent Current 131 438 17,345 2,388 2,388 22,710 17,850 2,388 AC 456 14,617 80 13,489 13,489 AC 12,819 1,798 236 248 248 1,294 236 260 236 0 AC 0 Securities 260 260 FVTPL 207 53 Cash equivalents Cash and cash equivalents Total assets Bonds Commercial paper Liabilities to credit institutions Liabilities from leases Accounts payable, trade Derivatives no hedge accounting 236 FVTPL 248 29,258 3,447 1 1 3,298 2,267 AC 2,267 30,289 30,375 12,821 2,365 -11 a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €514 million). Fair value level 1 is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 26.1 from page 263 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. e Fair value was determined based on parameters for which there was no observable market data. f Does not include separately shown derivatives fair value. receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the g The carrying amount of the physical PPAs reported in the balance sheet under assets of disposal groups is €71 million after subtracting the differences of €14 million and -€5 million described on page 269. h The carrying amount of the contract for difference for electricity reported in the balance sheet under other liabilities is €1 million after subtracting the difference of €12 million described on page 269. FVTOCI n/a 3,447 1 Total liabilities AC 3,447 1,412 1,412 n/a 1,412 7,826 7,826 AC 7,826 568 568 FVTPL 557 2 566 -11h Derivatives hedge accounting Other liabilities* 1 0 +10% Securities BASF Report 2021 Consolidated Financial Statements - Notes The following measurement categories are used for financial liabilities: - - Financial liabilities measured at amortized cost generally include all financial liabilities, provided these do not represent derivatives. They are generally measured at fair value at the time of initial recognition, which usually corresponds to the value of the consideration received. Subsequent measurement is recognized in profit or loss at amortized cost using the effective interest method. At BASF, for example, bonds and liabilities to banks reported under financial indebtedness are measured at amortized cost. Financial liabilities at fair value through profit or loss contain derivative financial liabilities. These are likewise measured at the value of the consideration received as the fair value of the liability on the date of initial recognition. Fair value is also applied as a measurement basis for these liabilities in subsequent measurement. The option to subsequently measure non-derivative financial liabilities at fair value is not exercised. Derivative financial instruments can be embedded within other contracts, creating a hybrid financial instrument. If IFRS policies require separation, the embedded derivative is accounted for separately from its host contract and measured at fair value. If IFRS 9 does not provide for separation, the hybrid instrument is accounted for at fair value in its entirety. Financial guarantees of the BASF Group are contracts that require compensation payments to be made to the guarantee holder if a debtor fails to make payment when due under the terms of a transaction entered into with the holder of the guarantee. Financial guarantees issued by BASF are measured at fair value upon initial recognition. In subsequent periods, these financial guarantees are carried at the higher of amortized cost or the best estimate of the present obligation as of the reporting date. In cash flow hedges, future cash flows and the related income and expenses are hedged against the risk of changes in fair value. To this end, future underlying transactions and the corresponding hedging instruments are designated in a cash flow hedge accounting relationship for accounting purposes. The effective portion of the change in fair value of the hedging instrument, which often meets the definition of a derivative, and the cost of hedging are recognized directly in equity under other comprehensive income over the term of the hedge, taking deferred taxes into account. The ineffective portion is recognized immediately in the income statement. In the case of future transactions that lead to recognition of a nonfinancial asset or a nonfinancial liability, the cumulative fair value changes of the hedge in equity are generally charged against the cost of the hedged item on its initial recognition. For hedges based on financial assets, financial liabilities or future transactions, cumulative fair value changes of the hedges are transferred from equity to the income statement in the reporting period in which the hedged item is recognized in the income statement. The maturity of the hedging instrument is aligned with the effective date of the future transaction. When fair value hedge accounting is used, the asset or liability recognized is hedged against the risk of a change in fair value. The hedging instruments used, which often take the form of a derivative, are measured at fair value and changes in fair value are recognized in the statement of income. The carrying amounts of the assets or liabilities designated as the underlying transaction are also measured at fair value through the statement of income. < > 265 BASF Report 2021 Impairments on financial assets measured at fair value through other comprehensive income are calculated in the same way as impairments on financial assets measured at amortized cost and recognized in profit or loss. Consolidated Financial Statements - Notes 266 26.2 Financial risks Market risks Foreign currency risks: Changes in exchange rates could lead to losses in the value of financial instruments and adverse changes in future cash flows from planned transactions. Foreign currency risks from financial instruments result from the translation at the closing rate of financial receivables, loans, securities, cash and financial liabilities into the functional currency of the respective Group company. Foreign currency contracts in various currencies are used to hedge foreign exchange risks from nonderivative financial instruments and planned transactions. The foreign currency risk exposure corresponds to the net amount of the nominal volume of the primary and the derivative financial instruments that are exposed to currency risks. In addition, planned purchase and sales transactions of the respective following year are included if they fall under the currency risk management system. Long and short positions in the same currency are offset against each other. The sensitivity analysis was conducted by simulating a 5% and 10% appreciation of the respective functional currency against the other currencies. A 5% appreciation of the respective functional currency I would have reduced BASF's income before income taxes by €174 million as of December 31, 2021. A 10% appreciation of the respective functional currency would have resulted in a negative effect on BASF's income before income taxes in the amount of €326 million. A 5% appreciation of the respective functional currency resulted in an effect on BASF's income in the amount of -€203 mil- lion as of December 31, 2020 (-€390 million with a 10% apprecia- tion). The effect from the items designated under hedge accounting would have decreased shareholders' equity before income taxes by €3 million applying 5% appreciation to the functional currency, and increased it by €2 million applying 10% appreciation to the functional currency as of December 31, 2021 (2020: increase of €36 million applying 5% appreciation to the functional currency and increase of €78 million applying 10% appreciation to the functional currency). This only refers to transactions in U.S. dollars. Exposure and sensitivity by currency Million € USD ber 31, 2021, a change in interest rates would not have had an effect on shareholders' equity. There were also no interest derivatives designated in a hedge accounting relationship as of Decem- ber 31, 2020. Carrying amounts of nonderivative interest-bearing financial instruments Million € December 31, 2021 December 31, 2020 Exposure < > Sensitivity Assets measured at fair value through other comprehensive income are initially measured at fair value, which usually corresponds to the transaction price of the securities allocated to this category at the time of acquisition. Subsequent measurement is likewise at fair value. Changes in the fair value are recognized in other comprehensive income and reclassified to the statement of income when the asset is disposed of. A decrease in impairment due, for example, to a reduction in the credit risk of a counterparty or an objective event occurring after the impairment is recorded in profit or loss. Reversals of impairments may not exceed amortized cost, less any expected future credit losses. 3,419 BASF SE provides a guarantee to Abu Dhabi National Oil Corpora- tion covering all obligations of Wintershall Dea Middle East GmbH related to the Ghasha concession in the United Arab Emirates. Furthermore, BASF SE assumed guarantees to the Danish Energy Agency covering all obligations of Wintershall Dea Inter- national GmbH and Wintershall Noordzee B.V. related to licenses for exploration and production of hydrocarbons in the Danish concession area. The guarantees do not stipulate a maximum amount. The risk of a claim being exercised against the guarantees is classified as low. In addition, guarantees by BASF SE existed until January 12, 2022, for restoration obligations of Wintershall Dea Norge AS for various oil and gas facilities acquired from Equinor. The rise in obligations from initiated investment projects is mainly attributable to large-scale projects which began in 2021. Following year 4 1,716 1,317 Following year 5 1,720 1,238 Following year 6 and maturities beyond this year Total 11,823 4,165 31,741 23,489 Financial assets at fair value through other comprehensive income include all assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding, in accordance with the cash flow condition in IFRS 9. Furthermore, the assets in this measurement category may not just be held with the intention of collecting the expected contractual cash flows over their term, but also generating cash flows from their sale. At BASF, certain securities that are reported as other financial assets or marketable securities are allocated to this category. BASF does not exercise the option to subsequently measure equity instruments through other comprehensive income. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If pricing on an active market is available, for example in the form of exchange prices, these are used as the basis for the measurement. Otherwise, the measurement is based on either internal measure- ment models using current market parameters or external measure- ments, for example, from banks. These internal measurements rely predominantly on the net present value method and option pricing models. These models incorporate, for example, expected future cash flows as well as discount factors adjusted for term and, potentially, risk. Depending on the availability of market parameters, BASF assigns financial instruments' market values one of the three levels of the fair value hierarchy pursuant to IFRS 13. Reassignment to a different level during a fiscal year is only carried out if the availability of observable market parameters for identical or similar items changes. Consolidated Financial Statements - Notes < > 264 The classification and measurement of financial assets is based on the one hand on the cash flow condition (the "solely payments of principle and interest" criterion), that is, the contractual cash flow characteristics of an individual financial asset. On the other hand, it also depends on the business model used for managing financial asset portfolios. Based on these two criteria, BASF uses the following measurement categories for financial assets: - Financial assets at fair value through profit or loss include all financial assets whose cash flows are not solely payments of principal and interest in accordance with the cash flow condition established in IFRS 9. At BASF, derivatives, for example, are allocated to this measurement category. In general, BASF does not exercise the fair value option in IFRS 9, which permits the allocation of financial instruments not to be measured at fair value through profit or loss on the basis of the cash flow condition or the business model criterion to the above category under certain circumstances. Financial assets measured at amortized cost include all assets with contractual terms that give rise to cash flows on specific dates, provided that these cash flows are solely payments of principal and interest on the principal amount outstanding in accordance with the cash flow condition in IFRS 9, to the extent that the asset is held with the intention of collecting the expected contractual cash flows over its term. At BASF, this measurement category includes trade accounts receivable, as well as receivables reported under other receivables and miscellaneous assets and certain securities. Initial measurement of these assets is generally at fair value, which usually corresponds to the transaction price at the time of acquisition or, in the case of trade accounts receivable, to the transaction price pursuant to IFRS 15. Subsequent measurement effects are recognized in income using the effective interest method. Impairments are recognized for expected credit losses in both initial and subsequent measurement, even before the occurrence of any default event. Counterparties are generally considered to default when they become insolvent, become a debtor in a creditor protection program or are in a finance-related legal dispute with BASF, or more than half of BASF's receivables portfolio with them is more than 90 days overdue. In these cases, individual impairments are recognized for the financial assets measured at amortized cost that are then considered to be credit impaired. The extent of expected credit losses is determined based on the credit risk of a financial asset, as well as any changes to this credit risk: If the credit risk of a financial asset has increased significantly since initial recognition, expected credit losses are generally recognized over the lifetime of the asset. If, however, the credit risk has not increased significantly in this period, impair- ments are generally only recognized as 12-month expected credit losses. By contrast, under the simplified approach for determining expected credit losses permitted by IFRS 9, impairments for receivables such as lease receivables and trade accounts receivable always cover the lifetime expected credit losses of the receivable concerned. At BASF, the credit risk of a financial asset is assessed using both internal information and external rating information on the respective counterparty. A significant increase in the counterparty's credit risk is assumed if its rating is lowered by a certain number of notches. It is generally assumed that the credit risk for a counterparty with a high credit rating will not have increased significantly. Regional and, in certain circumstances, industry-specific factors and expectations are taken into account when assessing the extent of impairment as part of the calculation of expected credit losses and individual impairments. In addition, BASF uses internal and external ratings and the assessments of debt collection agencies and credit insurers, when available. Individual impairments are also based on experience relating to customer solvency and customer-specific risks. Factors such as credit insurance, which covers a portion of receivables measured at amortized cost, are likewise considered when calculating - impairments. Bank guarantees and letters of credit are used to an immaterial extent. Expected credit losses and individual impairments are only calculated for those receivables that are not covered by insurance or other collateral. Impairments on receivables whose insurance includes a deductible are not recognized in excess of the amount of the deductible. BASF Report 2021 Exposure Sensitivity December 31, 2021 51 206 Financial indebtedness 14,446 2,738 17,742 1,472 Due to the use of options to hedge currency risks, the sensitivity analysis is not a linear function of the assumed changes in exchange rates. Interest rate risks: Interest rate risks arise from changes in prevailing market interest rates, which can lead to changes in the fair value of fixed-rate instruments and in interest payments for variable-rate instruments. Interest rate swaps and combined interest rate and currency derivatives are used in individual cases to hedge these risks. The derivatives are presented in Note 26.5. Interest rate risks are relevant to BASF's financing activities but are not of material significance for BASF's operating activities. The variable interest risk exposure, which also includes fixed rate bonds maturing in the following year, amounted to -€2,408 million as of December 31, 2021 (2020: -€1,659 million). An increase in all relevant interest rates by one half of a percentage point would have lowered income before income taxes by €4 million as of December 31, 2021. An increase in all relevant interest rates by one percentage point would have lowered income before income taxes by €9 million as of the same date. An increase in all relevant interest rates by one half of a percentage point would have lowered income before income taxes by €5 million as of December 31, 2020 (an increase of one percentage point would have lowered income before income taxes by €10 million). Because no interest derivatives were designated in hedge accounting relationships as of Decem- Nominal and fair values of combined interest rate and currency swaps Million € December 31, 2021 December 31, 2020 Nominal Fair Nominal 209 Fair value value value Combined interest rate and currency swaps 4,183 102 4,183 -163 4,183 102 4,183 -163 of which fixed rate Central benchmark interest rates are being comprehensively revised as part of what is known as the IBOR reform. Accordingly, the interest rates affected by the reform will be phased out and replaced by new ones. The publication of all GBP, EUR, CHF and JPY LIBORS as well as USD LIBORS with maturities of one week and two months was discontinued as of December 31, 2021. Publication of the remaining USD LIBORS is expected to continue until June 30, 2023. value 60 Securities -313 +5% +10% +5% +10% 1,712 -128 -231 1,965 -101 -190 Fixed Variable interest rate interest rate December 31, 2020 Fixed interest rate Variable interest rate Other 1,011 -49 -94 -167 3,082 -324 -177 2,723 Total 1,832 115 129 109 Loans -123 -66 1,117 75 Following year 3 5,347 8,003 1,943 -687 -60 -2 2,368 Obligations from sales and purchase contracts 1,134 1,142 -894 -83 125 1,423 Restructuring measures 414 1,174 90 -167 34 279 Litigation, damage claims, warranties and 205 29 -128 -37 9 79 similar obligations Other 541 184 -93 Employee obligations 926 34 0 BASF Report 2021 Consolidated Financial Statements - Notes ΚΣΕ 261 The increase in provisions for employee obligations was mainly attributable to higher accruals for variable compensation components. The increase in provisions for obligations from sales and purchase contracts resulted from higher accruals for rebate programs. The increase in provisions for environmental protection and remediation costs resulted primarily from additions for contamina- tion at several discontinued sites in North America. Other includes interest on noncurrent tax provisions. The following table shows the development of other provisions by category. Other changes include reclassifications to disposal groups, changes in the scope of consolidation, acquisitions, Development of other provisions in 2021 Million € January 1, 2021 Additions 148 26 divestitures, currency effects and the reclassification of obligations to liabilities when the amount and timing of these obligations become known. Unwinding of discount December 31, -8 -64 3 268 693 Environmental protection and remediation. costs -139 Restoration obligations -9 -8 2 2021 Releases Other changes Utilization 158 BASF is continuously monitoring developments arising from the IBOR reform to ensure the timely adjustment of existing contracts as well as to identify potential financial risks at an early stage. Particular consideration is given to the carrying amounts or nominal values (derivatives) of contracts that reference an interest rate affected by the reform and therefore may still have to be converted to an alternative interest rate (contracts yet to be adjusted). As of -66 486 79 Collateral granted on behalf of third-party liabilities 1 Initiated investment projects 4,761 3,921 of which purchase commitments 1,481 1,052 Obligations arising from purchase contracts Million € for the purchase of intangible assets 10 15 Dec. 31, 58 2021 263 75 Following year 1 9,686 Following year 2 4,963 Dec. 31, Obligations arising from purchase contracts 26 Supplementary information on financial instruments Obligations from purchase contracts resulted primarily from long-term purchase obligations for raw materials as well as supply 26.1 Accounting policies agreements for renewable energy. The increase is mainly due to long-term energy supply agreements concluded in 2021, including about €3.5 billion for green energy from the Hollandse Kust Zuid wind farm. For more information on long-term energy supply agreements, see the chapter on Energy and climate protection in the Management's Report from page 126 onward Firm purchase obligations as of December 31, 2021, were as follows: Dec. 31, 2020 Financial assets and financial liabilities are recognized in the consolidated balance sheet when the BASF Group becomes a party to a financial instrument. Financial assets are derecognized when BASF no longer has a contractual right to the cash flows from the financial asset or when the financial asset is transferred together with all material risks and rewards of ownership and BASF does not have control of the financial asset after it has been transferred. For example, receivables are derecognized when they are definitively found to be uncollectible such as in the event of concluded insolvency proceedings. Financial liabilities are derecognized when the contractual obligations expire, are discharged or cancelled. Regular-way purchases and sales of financial instruments are accounted for using the settlement date; in precious metal trading, the trade date is used. Payment and loan commitments and other financial obligations Warranties 347 383 Total 4,309 3,681 7 -2,013 -421 154 5,717 BASF Report 2021 Consolidated Financial Statements - Notes 24 Risks from litigation and claims BASF Corporation has potential liability under the Comprehensive Response, Compensation and Liability Act of 1980, as amended, and related state laws for investigation and cleanup at certain sites. The Lower Passaic River Study Area (LPRSA) is one such site comprising the lower 17 miles of the Passaic River in New Jersey. BASF Corporation and more than 60 other companies (collectively, the Lower Passaic River Study Area Cooperating Parties Group or CPG) agreed to complete a remedial investigation / feasibility study (RI/FS) of the LPRSA. In 2016, the United States Environmental Protection Agency (USEPA) selected a final remedy for the lower eight miles of the LPRSA. A decision from USEPA on a targeted approach for the upper portion of the LPRSA was issued on September 30, 2021. BASF Corporation established a provision covering BASF's currently estimated share of the remediation costs. Since August 2019, BASF Corporation has been served in various U.S. federal and state lawsuits alleging property and resource damages and personal injuries from possible exposure to per- and polyflouroalkyl substances (PFAS). In December 2018, a multi- district litigation (MDL) was created to coordinate claims brought against manufacturers, distributors, and suppliers of Aqueous Film Forming Foam (AFFF) in particular, which plaintiffs allege contains toxic levels of certain PFAS compounds including perfluorooctanoic acid (PFOA) and perfluorooctane sulfonate (PFOS). Plaintiffs typically allege that exposure to AFFF has caused loss of use and enjoyment of property, diminished property value, remediation costs, and personal injuries including various types of cancers. The complaints name BASF as a defendant in connection with its 2009 acquisition of Ciba Specialty Chemicals Inc. and the legacy Ciba/BASF Lodyne fluorochemical product lines. BASF has been named in over 1,200 suits as of January 2022 and is defending all litigation. Furthermore, BASF SE and its affiliated companies are defendants in or parties to a variety of legal or regulatory proceedings on a recurring basis. To our current knowledge, none of these proceed- ings will have a material effect on the economic situation of BASF. < > 262 Guarantees 2 3 Bills of exchange 2020 Dec. 31, 2021 -37 Million € The figures listed below are stated at nominal value: Other financial obligations 25 ΚΣΕ 263 Consolidated Financial Statements - Notes BASF Report 2021 Other financial obligations BASF Report 2021 At this time, BASF cannot predict the outcomes of resolving these matters or what potential actions may be taken by regulatory agencies. An adverse outcome in any one or more of these matters could be material to BASF's financial results. ΚΣΕ 267 Sensitivities virtual PPA contract for difference for electricity (United States) Million € Change in expected electricity prices Change in expected production volumes -10% +10% 5 -5 1 -10% -1 At the time of initial recognition, the fair value of the contract for difference, which was calculted using a valuation model, was higher than the transaction price. As this is a level 3 fair value, the difference of €12 million is deferred and reported in the balance sheet together with the positive or negative fair value of the contract for difference, according to the valuation model, under other receivables and miscellaneous assets or other liabilities. The difference is reversed using the straight-line method over the term of the contract. Income from the reversal of the difference will be recognized in profit or loss under other operating income. The changes in fair value according to the valuation model are recognized in profit or loss as other operating income or other operating expenses. The financial instruments reported under Derivatives hedge accounting, of which fair value level 3, in the table "Carrying amounts and fair values of financial instruments" relate to two physical power purchase agreements (physical PPAs) concluded in Europe. The physical PPAs are based on wind turbines in the Netherlands with an expected proportional capacity of 35 mega- watts each. The wind farm is scheduled to go into operation in 2022 or 2023. Unlike virtual PPAs, physical PPAs provide for actual supply of electricity volumes to BASF. In addition to electricity, BASF receives certificates verifying the "green properties" of the electricity, known as guarantees of origin (GoOs). BASF purchases both the electricity and the GoOs at a fixed price under the physical PPAs. Because the physical PPAs described here are not eligible for the own use exemption, they are to be recognized in the balance sheet as derivatives and measured at fair value. Level 3 fair value is determined as the present value of the difference between the agreed fixed price and the expected market prices for electricity or GoOs. The key valuation parameters are the expected electricity and GoO prices as well as the expected production volumes. Sensitivities physical PPAs (Europe) The financial instruments reported under Derivatives - no hedge accounting, of which fair value level 3, in the table "Carrying amounts and fair values of financial instruments" relate to a contract for difference for electricity embedded in a virtual power purchase agreement (virtual PPA). The expected contractual capacity of the solar power plant in Texas, United States, is 50 megawatts. The solar park is scheduled to go into operation in 2023. The level 3 fair value is determined as the present value of the expected cash flows from the contract for difference. The key valuation parameters are the expected electricity prices and expected production volumes. A change in the key valuation parameters as of December 31, 2021 would have affected the fair value of the contract for difference as follows: Million € Change in expected GOO prices Change in expected production volumes +10% -10% +10% -10% +10% -10% 42 -42 1 -1 8 -8 Change in expected electricity prices At the time of initial recognition, the physical PPAs' fair values, which were calculated using a valuation model, were higher or lower, respectively, than the transaction prices. As these are level 3 fair values, the differences amounting to €14 million and -€5 million were deferred and recognized in the balance sheet together with the positive fair values of the contracts, according to the valuation model, under assets of disposal groups. The differences are reversed over the term of the contract using the straight-line method. The resulting gains and losses are reported in profit or loss under other operating income or other operating expenses. The fair value of financial indebtedness is determined on the basis of interbank interest rates. The difference between carrying amounts and fair values results primarily from changes in market interest rates. 26.4 Classes and categories of financial instruments 178 2,735 2024 673 868 28 132 1,701 2025 1,749 215 70 91 2,125 For trade accounts receivable, other receivables and miscellaneous assets, cash and cash equivalents, as well as trade accounts payable and other liabilities, the carrying amount approximates the fair value. 2026 and thereafter 1,035 80 605 9,853 Total 17,397 3,842 5,291 644 2,022 29,196 BASF Report 2021 Consolidated Financial Statements - Notes ΚΣΕ 269 8,133 The physical PPAs were designated in a cash flow hedge accounting relationship. Accordingly, the effective portion of the change in fair value of the hedging instruments is recognized directly in equity (other comprehensive income). Possible ineffectiveness is recog- nized in profit or loss as other operating income or other operating expenses. BASF Report 2021 Consolidated Financial Statements - Notes 729 FVTPL 729 13 716 Derivatives hedge accounting 287 287 n/a 296 0 216 809 Other receivables and miscellaneous assets 729 6,211 AC 1,351 Other receivables and miscellaneous assets 90 90 FVTPL 90 90 Securities 9 9 Consolidated Financial Statements - Notes 9 AC 1,351 219 219 FVTPL Carrying amounts and fair values of financial instruments as of December 31, 2021 Million € <>=270 Carrying amount Shareholdingsa Receivables from finance leases Accounts receivable, trade Accounts receivable, trade Derivatives no hedge accounting 514 514 Total carrying amount within scope of application of IFRS 7 Valuation category in accordance with IFRS 9b Fair value Of which fair value level 1° Of which Of which 219 219 11,723 AC 11,723 11,723 103 44 44 0 0 FVTPL fair value level 3° fair value level 2d n/a 3 44 2,150 388 7 37 0 The exposure corresponds to the net amount of all long and short positions of the respective commodity category. For more information on BASF's financial risks and risk management, see Opportunities and Risks from page 151 onward Default and credit risk Default and credit risks arise when customers and debtors do not fulfill their contractual obligations. BASF regularly analyzes the creditworthiness of the counterparties and grants credit limits on the basis of this analysis. Due to the global activities and diversified customer structure of the BASF Group, there is no significant concentration of default risk. The carrying amount of all receivables, loans and interest-bearing securities plus the nominal value of financial obligations stemming from contingent liabilities not to be recognized represents the maximum default risk for BASF. For more information on credit risks, see Note 18 from page 247 onward Liquidity risks BASF promptly recognizes any risks from cash flow fluctuations as part of liquidity planning. BASF has ready access to sufficient liquid funds from the ongoing commercial paper program and confirmed lines of credit from banks. BASF Report 2021 Consolidated Financial Statements - Notes 26.3 Maturity analysis о The interest and principal payments as well as other payments for derivative financial instruments are relevant for the presentation of the maturities of the contractual cash flows from financial liabilities. Future cash flows are not discounted here. 2022 ΚΣΕ 268 Maturities of contractual cash flows from financial liabilities as of December 31, 2021 Million € Bonds and other liabilities to the capital market Accounts Liabilities to payable, credit institutions trade Derivative liabilities Miscellaneous liabilities Total 2,462 Derivatives are included using their net cash flows, provided they have negative fair values and therefore represent a liability. Derivatives with positive fair values are assets and are therefore not taken into account. 58 1 88 Commodity price risks: Some of BASF's divisions are exposed to strong fluctuations in raw materials prices. These result primarily from raw materials (for example naphtha, benzene, natural gas, LPG condensate) as well as from precious metals. BASF takes the following measures to reduce price risks associated with the purchase of raw materials: - 301 December 31, 2021, financial liabilities related to contracts yet to be adjusted were identified in the amount of €302 million. These are mainly variable-rate bank loans referenced to a USD LIBOR (€187 million) or EONIA (€115 million). Furthermore, financial assets related to contracts yet to be adjusted were identified in the amount of €85 million. These are mainly short-term loans, particularly to nonconsolidated subsidiaries, that are referenced to a USD LIBOR (€85 million). No derivatives were identified that are associated with contracts yet to be adjusted. - BASF uses commodity derivatives to hedge risks from the vola- tility of raw materials prices. These are primarily options on crude oil, oil products and natural gas. The Catalysts division enters into both short-term and long-term purchase contracts with precious metal and battery metal producers. It also buys precious metals on spot markets from various business partners. The price risk from metals purchased to be sold on to third parties, or for use in the production of catalysts and battery materials, is hedged using derivative instruments. This is mainly performed using forward contracts, which are settled by either entering into offsetting contracts or by delivering the precious metal. - In the Agricultural Solutions division, the sales prices of products are sometimes pegged to the price of certain agricultural commodities. To hedge the resulting risks, derivatives on agricultural commodities are concluded. In addition, BASF holds limited unhedged precious metal and oil product positions, which can also include derivatives, for trading on its own account. The value of these positions is exposed to market price volatility and is subject to constant monitoring. By holding commodity derivatives and precious metal trading positions, BASF is exposed to price risks. The valuation of commodity derivatives and precious metal trading positions at fair value means that adverse changes in market prices could negatively affect the earnings and equity of BASF. BASF concluded several physical power purchase agreements (physical PPAs) in Europe with terms of up to 25 years in 2021. Under the physical PPAs, BASF procures electricity and associated green electricity certificates, known as guarantees of origin (GoOs), at a fixed price. Some physical PPAs are not eligible for the own use exemption and are therefore recognized as derivatives in the bal- ance sheet. In addition, BASF concluded what is known as a virtual power purchase agreement (virtual PPA) with a term of 15 years in the United States in 2021. The virtual PPA contains an embedded contract for difference for electricity that is recognized separately as a derivative in the balance sheet. BASF performs value-at-risk analyses for all commodity derivatives and precious metal trading positions. Using the value-at-risk analysis enables continual quantification of market risk and forecasting of the maximum possible loss within a given confidence interval over a defined period. The value-at-risk calculation is based on a confidence interval of 95% and a holding period of one day. BASF uses the variance-covariance approach. BASF uses value at risk in conjunction with other risk management tools. Besides value at risk, BASF sets volume-based limits as well as exposure and stop-loss limits. Exposure due to commodity derivatives Million € December 31, 2020 December 31, 2021 1 51 5 56 18 97 1,200 Electricity and green electricity certificates natural gas Crude oil, oil products and Value at risk Exposure Value at risk Exposure Precious metals 7,820 Agricultural commodities 762 3,510 7,826 608 2,121 29,481 Maturities of contractual cash flows from financial liabilities as of December 31, 2020 Million € Bonds and other Accounts liabilities to the Liabilities to capital market credit institutions 2021 2,531 1,128 payable, trade 5,276 Derivative liabilities 3,022 267 459 287 2023 12 8,753 295 2022 9,760 749 76 Total liabilities 2,161 706 Miscellaneous 382 675 2,712 251 37 4 190 796 2,230 2027 and thereafter 2026 57 2024 2023 12,703 Total 2 2025 182 3 94 1,407 0 684 629 2,248 126 7,608 15,416 52 258 1,812 1,658 -53 activities changes in the scope of consolidation Additions -8 Currency from lease 6 effects contracts in fair value -63 19,214 -2,575 Cash effective in 97 411 37 559 Other effects 441 Acquisitions/ divestitures/ 2021a In 2020, payments received for divestitures resulted in the amount. of €2,520 million from the sale of the construction chemicals 1,369 In 2020, BASF SE transferred securities in the amount of €401 mil- lion to BASF Pensionstreuhand e.V., Ludwigshafen am Rhein, Germany. This transfer was not cash effective and therefore had no effect on the statement of cash flows. Cash and cash equivalents consist primarily of cash on hand and bank balances with maturities of less than three months. The cash and cash equivalents presented in the statement of cash flows may deviate from the figures in the balance sheet if the relevant amounts were reclassified to assets of disposal groups. As of January 1, 2021, cash and cash equivalents in the amount of €4,335 million reported in the statement of cash flows consisted of the balance sheet value (€4,330 million) and the value reclassified to the pigments business disposal group (€5 million). No cash and cash equivalents were reclassified to the disposal groups as of December 31, 2021; their balance in the statement of cash flows is therefore identical to that in the balance sheet. As of Janu- ary 1, 2020, cash and cash equivalents in the amount of €2,455 mil- lion reported in the statement of cash flows consisted of the balance sheet value (€2,427 million) and the values reclassified to the dis- posal groups for the construction chemicals business (€21 million) and the pigments business (€7 million). As in the previous year, cash and cash equivalents were not subject to any utilization restrictions. The reconciliation according to IAS 7 breaks down the changes in financial and similar liabilities and their hedging transactions into cash-effective and non-cash-effective changes. The cash-effective BASF Report 2021 Consolidated Financial Statements - Notes 17,184 278 Million € Financial indebtedness Loan liabilities Lease liabilities Dec. 31, 2020a cash flows from financing Non-cash-effective changes Changes Dec. 31, Reconciliation according to IAS 7 for 2021 -551b 19,386 52 471 622 -26 56 80 60 342 a Balances as of December 31, 2021 and 2020 also include contributions reclassified to the disposal groups and therefore deviate from balance sheet values. b Lease payments totaled €437 million in 2021. The principal component in the amount of €401 million is presented in cash flows from financing activities. BASF reports interest payments in cash flows from operating activities; these items amounted to €36 million. Advance payments for land use rights at the new Verbund site in Zhanjiang, China, in the amount of €150 million are also included in cash flows from financing activities. c Includes mainly disposals from lease contracts. 5 -3,145 changes presented on the left correspond to the figures in cash flows from financing activities. Other financing-related liabilities primarily comprise liabilities from accounts used for cash pooling with BASF companies not included in the Consolidated Financial Statements. They are reported in miscellaneous liabilities within the balance sheet item other liabilities that qualify as financial instruments. Assets/liabilities from hedging transactions form part of the balance sheet items derivatives with positive and negative fair values respectively and include only those transactions which hedge risks arising from financial indebtedness and financing-related liabilities secured by micro hedges. For more information on receivables and miscellaneous assets, see Note 18 from page 247 onward For more information on liabilities, see Note 21 from page 251 onward For more information on the statement of cash flows, see the Management's Report from page 65 onward Reconciliation according to IAS 7 for 2020 Million € Payments received for divestitures in the amount of €1,030 million were mainly from the sale of the pigments business. That included project-related tax payments of €65 million and special contributions to Swiss pension plan assets of €43 million. Payments received from the disposal of the equity-accounted investment in Solenis (€1,066 million) are reported in cash flows from investing activities under payments received from the disposal of noncurrent assets and securities. Gains on divestitures in the amount of €589 million was reclassified from cash flows from operating activities to cash flows from investing activities via gains (-) / losses (+) from the disposal of noncurrent assets and securities. Dec. 31, 2019a Non-cash-effective changes Loan liabilities do not contain any interest components. -17 21,327 56 622 -61° 1,414 Other financing-related liabilities 228 52 54 2 6 Total Financial and similar liabilities -3,137 80 471 622 -26 19,381 Assets/liabilities from hedging transactions -43 -8 21,370 In 2021, cash flows from investing activities included €600 million in payments made for acquisitions in connection with the purchase of BASF Shanshan Battery Materials Co., Ltd. (2020: €1,240 million for the acquisition of Solvay's polyamide business). 920 Dividends received 0 0 n/a income Other receivables and miscellaneous assets Other financial 5 -48 94 4 90 n/a income 7 0 Other receivables and miscellaneous assets / other liabilities 65 5 9 n/a 102 5 -3 Interest Other receivables and miscellaneous assets Dec. 31, 2020a 1,142 income recognized in other comprehensive Amounts reclassified to profit or loss for realized hedging transactions Income statement item for recognition of reclassifi- cation Hedging instrument Other liabilities Hedged transaction Income statement item 27 114 -77 Other operating 27 27 n/a income Ineffective- ness amount 5 n/a Combined interest/ Income taxes of which income tax refunds 2021 -1,707 2020 -595 95 273 income tax payments -1,802 Statement of cash flows Million € -868 -318 -341 of which interest received 151 146 interest paid -469 -487 711 Interest payments Cash flows from operating activities contained the following Payments made for property, plant and equipment and intangible payments: assets amounted to €3,532 million, €403 million higher than in the previous year. business. These included tax payments in the amount of €150 mil- lion that were directly associated with the transaction. Further tax payments were accounted for in the amount of €31 million in 2021. For more information on acquisitions and divestitures, see Note 3 from page 207 onward Statement of cash flows 90 foreign currency risks Commodity price risks Total a 132 0 2,127 €6 million was derecognized from the cash flow hedge reserve against the cost of inventories and recognized in profit or loss upon consumption. 37 72 21 122 134 BASF Report 2021 Consolidated Financial Statements - Notes < > 277 The occurrence of all forecasted transactions was considered to be highly probable at all times during fiscal years 2021 and 2020. Amounts accumulated in the cash flow hedge reserve for com- modity price risks are derecognized against the carrying amount of acquired assets once the hedged transaction occurs. Thus, there is no immediate reclassification of the amounts recognized in the cash flow hedge reserve to profit or loss in these cases. In connection with its catalyst production, BASF is exposed to commodity price risks associated with holding physical precious metal items. These production-related precious metal inventories are hedged with forward contracts in accordance with a defined hedging strategy. In 2021, a portion of these precious metal inventories was designated in a fair value hedge accounting relationship with forward contracts on the precious metals. Changes in the forward rate were considered costs of hedging, and €2 million was recognized in other comprehensive income and reclassified successively to profit or loss, being a time-period-related hedge. All hedging instruments expired in 2021. The hedged precious metals were sold. Cash flows in connection with the hedging instruments were recognized in profit or loss in 2021. All hedging relationships were fully effective. 27 Statement of cash flows and capital structure management 244 559 of which Germany Capital structure management 10,576 Personnel expenses BASF Report 2021 Consolidated Financial Statements - Notes <>= 280 Number of employees As of December 31, 2021, the number of employees increased to 111,047 employees compared with 110,302 employees as of December 31, 2020. The rise was primarily due to staff increases in Asia Pacific, especially in connection with the formation of BASF Shanshan Battery Materials Co., Ltd., as well as for the new Verbund site in Zhanjiang, China. The divestiture of the pigments business, which comprised around 2,500 employees, had an offsetting impact. As of December 31, 2021, a total of 1,175 employees (2020: 1,137 employees) worked at joint operations. The development of the number of employees was distributed over the regions as follows: 11,097 Number of employees as of December 31 North America 2020 2021 67,532 51,026 68,849 51,961 16,753 16,948 Asia Pacific Europe 19,976 736 Pension expenses A A-1 stable Moody's stable BASF strives to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. For more information on BASF's financing policy, see the Management's Report from page 64 onward 28 Personnel expenses and employees Personnel expenses 732 The BASF Group's expenses for wages and salaries, social security contributions and assistance, as well as for pensions in 2021 totaled €11,097 million. In 2020, these expenses amounted to €10,576 mil- lion and included personnel expenses from the disposal group for the construction chemicals business in the amount of €291 million until the date of the divestiture. The rise in personnel expenses in 2021 was mainly due to higher bonus provisions. Particularly the lower average number of employees had an offsetting impact. 2021 2020 Wages and salaries 8,847 8,416 Social security contributions and 1,519 1,424 assistance expenses Personnel expenses Million € Standard & Poor's 17,753 6,786 South America, Africa, Middle East BASF Group 6,799 109,815 of which apprentices and trainees temporary staff 2,750 2,400 2,821 2,518 7,326 115,973 18,719 The average number of employees decreased to 109,815 employ- ees in 2021 (2020: 115,973 employees). This decline was primarily due to the divestiture of the construction chemicals business in the previous year and to the divestiture of the pigments business in the year under review. Employees from joint operations are included in the average number of employees relative to BASF's share in the company. On average, these had a total of 1,143 employees (2020: 1,055 employees). 29 Share price-based compensation programs and BASF incentive share program Share price-based compensation programs In 2021, the BASF Group continued offering its share price-based compensation program (the long-term incentive (LTI) program), known as Strive!, which was launched in 2020. The share price- based compensation program known as "BOP" (BASF Option Program), which had existed since 1999, was offered for the last time in 2020. All option rights granted during the BOP program years remain valid until the end of their respective exercise periods. Generally, members of the Board of Executive Directors and all senior executives are entitled to participate in the LTI programs. Strive! Strive! is based on a performance share plan and takes into account the achievement of strategic goals and the development of the BASF share and dividend (total shareholder return) over a period of four years. Participation in Strive! is voluntary for senior executives and is linked to a share ownership obligation. Strive! offers rolling eligibility, without a deadline for participation. Approximately 700 people were eligible to participate in Strive! in 2021. About 90% of eligible senior executives and the Members of the Board of Executive Directors participated. Unlike for senior executives, participation is not voluntary for the members of the Board of Executive Directors and is outlined in their service contracts. The same plan conditions generally apply to members of the Board of Executive Directors. A Strive! plan includes a four-year performance period with a fixed disbursement date. A target amount is determined at the beginning of each new Strive! plan for every participant. This target amount is converted into a preliminary number of virtual performance share units (PSUs) by dividing it by the average BASF share price in the fourth quarter of the previous year. The number of PSUs that are continuing hedging relationships For more information on acquisitions and divestitures, see Note 3 from page 207 onward South America, Africa, Middle East 18,464 71,329 53,080 18,599 6,752 BASF Group 111,047 110,302 of which apprentices and trainees 3,028 3,120 temporary staff 2,329 Asia Pacific 2,128 Average number of employees 2021 2020 Europe 67,788 of which Germany 51,144 North America 16,765 The average number of employees was distributed over the regions as follows: stable P-2 A3 -3 1 1,478 -415b -54 -85 519 -74° 1,369 -10 Other financing-related liabilities -36 -19 2 -3 228 Financial and similar liabilities 20,680 1,209 -90 284 -875 45 19,214 The aim of capital structure management is to maintain the financial flexibility needed to further develop BASF's business portfolio and take advantage of strategic opportunities. The objectives of the company's financing policy are to ensure solvency, limit financial risks and optimize the cost of capital. Capital structure management focuses on meeting the requirements needed to ensure unrestricted access to the capital market and a solid A rating. The capital structure is managed using selected financial ratios, such as dynamic debt ratios, as part of the company's financial planning. The equity of the BASF Group as reported in the balance sheet amounted to €42,081 million as of December 31, 2021 (Decem- ber 31, 2020: €34,398 million); the equity ratio was 48.2% on December 31, 2021 (December 31, 2020: 42.8%). Cash effective in cash flows from financing activities Acquisitions/ divestitures/ changes in the scope of consolidation Additions Changes Currency from lease effects contracts 526 Other in fair value Financial indebtedness Loan liabilities Lease liabilities 18,392 1,615 -7 -789 3 effects 519 -73 21,370 stable A3 P-2 Standard & Poor's A A-1 negative Fitch BASF prefers to access external financing on the capital markets. A Ratings as of December 31, 2020 commercial paper program is used for short-term financing, while corporate bonds are used for financing in the medium and long term. These are issued in euros and other currencies with different maturities. The goal is to create a balanced maturity profile, achieve a diverse range of investors and optimize BASF's debt capital financing conditions. Since 2020, BASF has employed green corporate bonds to finance the development of sustainable products and projects with a clear environmental benefit. F1 BASF currently has the following ratings, which were most recently confirmed by Fitch on June 11, 2021, and by Moody's on January 5, 2022. Standard & Poor's adjusted its outlook for the A rating from "negative" to "stable" on July 16, 2021, and confirmed the rating on January 6, 2022. Noncurrent financial indebtedness Current financial indebtedness Outlook Fitch A F1 stable Moody's Ratings as of December 31, 2021 A Outlook financial indebtedness Assets/liabilities from hedging transactions -49 371 -365 Total 20,631 1,580 -90 -875 519 -73 -365 21,327 a Balances as of December 31, 2020 and 2019 also include contributions reclassified to the disposal groups and therefore deviate from balance sheet values. b Lease payments totaled €453 million in 2020. The principal component in the amount of €415 million is presented in cash flows from financing activities. BASF reports interest payments in cash flows from operating activities; these items amounted to €38 million. c Includes mainly disposals from lease contracts. BASF Report 2021 Consolidated Financial Statements - Notes ΚΣΕ 279 Noncurrent Current financial indebtedness -43 Nominal value < > Financial assets liabilities 5,291 5,291 AC 5,291 Derivatives no hedge accounting 957 957 FVTPL 957 1,360 25 Derivatives hedge accounting Other liabilities Total liabilities 1 1 n/a 1 1 2,833 932 1,804 n/a 1,360 15,918 446 738 14,189 14,189 AC 15,500 15,500 Commercial paper 1,360 Liabilities to credit institutions Accounts payable, trade 1,290 1,290 AC 1,290 3,735 3,735 AC 3,735 Liabilities from leases 16,357 AC 29,656 Offset amounts Potential netting volume Due to global netting Amount offset Net amount agreements Relating to financial collateral Potential net amount -12 <>=272 447 112 -12 447 -209 -116 121 Offset amounts Potential netting volume Amount offset -209 1,804 563 Gross amount 28,627 29,938 25 16,433 a In general, only significant shareholdings are measured at fair value. All insignificant shareholdings are measured at cost (carrying amount: €439 million). Fair value level 1 is applied to publicly listed shareholdings. Level 2 is applied to shareholdings for which valuation is based on parameters observable in the market to the greatest extent possible. These may be adjusted to reflect valuation-relevant characteristics of the respective shareholding in the fair value. b AC: amortized cost; FVTOCI: fair value through other comprehensive income; FVTPL: fair value through profit or loss; a more detailed description of the categories can be found in Note 26.1 from page 263 onward. c Fair value was determined based on quoted, unadjusted prices on active markets. d Fair value was determined based on parameters for which directly or indirectly quoted prices on active markets were available. e Fair value was determined based on parameters for which there was no observable market data. 415 f Does not include separately shown derivatives or receivables and liabilities from finance leases. If miscellaneous receivables are valued at fair value through profit or loss, their valuation is generally based on parameters observable on the market. These are adjusted to reflect valuation-relevant characteristics of the respective assets in the fair value. Consolidated Financial Statements - Notes Offsetting of derivative assets and liabilities as of December 31, 2021 Million € Derivatives with positive fair values Derivatives with negative fair values Gross amount 459 459 Offsetting of derivative assets and liabilities as of December 31, 2020 Million € Derivatives with positive fair values Derivatives with negative fair values BASF Report 2021 20,171 Bonds Total assets 44 44 n/a 44 Accounts receivable, trade 9,422 9,422 AC 9,422 93 Accounts receivable, trade 44 FVTPL 44 44 Derivatives no hedge accounting 387 387 FVTPL 387 44 1 94 533 Balance sheet item BASF Report 2021 Consolidated Financial Statements - Notes Carrying amounts and fair values of financial instruments as of December 31, 2020 Million € ΚΣΕ 271 Total Valuation category Carrying amount within application scope of IFRS 7 FVTPL in accordance with IFRS 9b Of which Of which Fair value fair value level 1° fair value level 2d fair value level 3e Shareholdingsa Receivables from finance leases 533 Of which 386 Derivatives-hedge accounting 132 0 0 Securities 249 249 FVTPL 249 207 42 FVTOCI Cash equivalents 145 FVTPL 145 145 Cash and cash equivalents 4,185 4,185 AC 4,185 145 0 0 Securities 132 n/a 132 0 132 Other receivables and miscellaneous assets 4,889 1,075 AC 1,075 Other receivables and miscellaneous assets 133 133 FVTPL 133 133 Securities 8 8 AC 8 Net amount Due to global netting agreements -125 Potential net amount recognized in other comprehensive income Amounts reclassified to profit or loss for realized hedging transactions Change in fair values for assessing ineffectiveness Recognized ineffectiveness Income statement item for recognition of reclassifi- cation Hedging Hedging effects instrument Ineffective- ness amount Income statement item 1 -1 Other receivables and miscellaneous assets / other liabilities 508 0 83 -125 Hedged transaction Other operating income Cash flow hedge reserve Accumulated Furthermore, BASF SE's fixed-rate U.S. private placement of $1.25 billion, issued in 2013, was converted to euros using cross-currency swaps, as the private placement exposes BASF to a combined interest/currency risk. The hedged interest rate was 4.13% in the fiscal years 2021 and 2020. The hedged foreign exchange rate in both years was $1.3589 per euro. This hedge was designated as a cash flow hedge. Furthermore, BASF was exposed to foreign currency risks in 2021 through U.S. dollar-denominated commercial paper. These risks are hedged with foreign currency forward contracts and designated in a cash flow hedge accounting relationship. The changes in the value of the hedging instruments in the amount of €11 million resulting from the change in the forward rate were recognized as time-period- related hedging costs. Because all underlying transactions and hedging instruments had expired by December 31, 2021, the amount of €11 million, which was initially recognized in equity, was reclassified in full as an increase in earnings. There was no ineffectiveness at any time during the year. The expected sales price associated with the disposal of the pigments business was partially hedged against exchange rate fluctuations in 2021 and 2020. The occurrence of the hedged transactions was, due to contractual agreements, considered highly probable; and the transaction and derivatives used for hedging were designated in a cash flow hedge accounting relationship. The hedge was initially achieved through foreign currency forward contracts and, following the discontinuation of this hedging relationship, with foreign currency options. This was a transaction-related hedge. The change in the forward rate and the change in the time value component were recognized as hedging costs at a point in time. This reduced equity by €3 million in 2021, and by €8 million in 2020. Upon disposal of the pigments business as of June 30, 2021, €11 million was reclassified as a reduction in earnings and included in disposal losses from the global pigments business. There was no ineffectiveness at any time during the year. BASF used currency options in 2021 to hedge the foreign currency risk resulting from the U.S. dollar-denominated sales price for the sale of the shares in Solenis. These were designated in a cash flow hedge accounting relationship. As this was a transaction-related hedge, the change in the time value component was recognized as hedging costs at a point in time. Accordingly, €10 million was initially recognized as a reduction in equity. Upon disposal of the shares in Solenis in November 2021, the amount recognized in equity was reclassified to profit or loss and reported under net income from shareholdings. There was no ineffectiveness at any time during the year. Furthermore, BASF used foreign currency options in 2021 to hedge the Chinese renminbi denominated purchase price for 51% of the shares in BASF Shanshan Battery Materials Co., Ltd. The options used for hedging were designated in a cash flow hedge accounting relationship. This was a transaction-related hedge; accordingly, the change in the time value component was recognized as hedging costs at a point in time. For this purpose, €2 million was recognized as a reduction in equity. Upon closing of the transaction in August 2021, the amount recognized in equity as hedging costs was derecognized thereby increasing the purchase price. There was no ineffectiveness at any time during the year. The effects of the hedging relationships on the balance sheet, the cash flow hedge reserve, hedged nominal value and ineffectiveness to be determined are presented in the following tables by fiscal year. BASF Report 2021 Consolidated Financial Statements - Notes amounts for Cash flow hedge accounting effects in 2021 Foreign currency risks ΚΣΕ 276 Carrying amount of hedging instruments Financial assets Financial liabilities Nominal Balance sheet item value continuing hedging relationships Million € Due to planned sales in U.S. dollars, BASF is exposed to foreign currency risks, which are partially hedged with currency options and designated in a cash flow hedge accounting relationship. The hedged transaction - the designated share of expected sales in U.S. dollars - is calculated based on internal thresholds. The hedged volume is always below the total amount of expected sales in U.S. dollars for the following fiscal year. The average hedged rate was $1.1630 per euro as of December 31, 2021, and $1.1583 per euro in the previous year. The impact on earnings from designated transactions in 2021 will be recognized in the following year. The decrease in the options' time value component arising in the amount of €14 million in 2021 was recognized separately in equity as the cost of hedging and resulted in a reduction in equity. Due to the maturity of hedged items, accumulated changes in the options' time values were reclassified as a reduction in earnings in the amount of €19 million. In 2020, €30 million was recognized as a change in the options' time value component, thereby reducing equity; and €34 million was reclassified as a reduction in earnings. 0 n/a 326 -210 279 287 Combined interest/ 179 foreign currency risks Commodity price risks Total 69 a €59 million was derecognized from the cash flow hedge reserve against the cost of inventories and recognized in profit or loss upon consumption. Foreign currency risks Interest risks Carrying amount of hedging instruments Cash flow hedge reserve Change in fair values for assessing ineffectiveness Recognized ineffectiveness 35 Accumulated amounts for Relating to financial collateral Cash flow hedge accounting effects in 2020 Million € 0 1,916 287 Other receivables and miscellaneous assets 920 -4 89 -85 Other financial income 179 187 n/a -1 Other receivables and 0 miscellaneous assets/ assets of disposal groups/other liabilities 488 73 154 n/a 100 100 n/a 107 The physical power purchase agreements that were reported as derivatives in the balance sheet were designated as hedging instruments to a cash flow hedge accounting relationship. The aver- age price hedged using these instruments was €45.44 per MWh of electricity and €1.83 per GoO as of December 31, 2021. The real- ized hedging results are recognized in profit or loss upon occurrence of the hedged underlying transactions in the years 2022 to 2048. Hedging effects < > 275 of which interest result Financial liabilities measured at amortized cost of which interest result Κ ΣΕ 273 2021 2020 318 -282 19 Financial assets at fair value through other comprehensive income 32 691 58 65 2 2 2 1 -726 -326 608 of which interest result Financial instruments at fair value through profit or loss of which interest result -18 -18 BASF's planned soybean procurement is also exposed to commod- ity price risks. These commodity price risks are hedged with soybean futures. The contractual conditions for these hedging transactions correspond to the respective hedged item, and some are desig- nated in cash flow hedge accounting relationships. The average price hedged using these instruments was $13.35 per bushel as of December 31, 2021 (December 31, 2020: $12.52 per bushel). Cash flows from these futures and the hedged expected future transac- tions are generally recognized in profit or loss for the following year. 397 -134 -61 202 545 -134 -233 178 The table "Offsetting of derivative assets and liabilities" shows the extent to which assets and liabilities were offset in the balance sheet, as well as potential effects from the offsetting of derivatives subject to a legally enforceable global netting agreement (primarily in the form of an ISDA agreement) or similar agreement. For positive fair values of combined interest rate and currency swaps, the respective counterparties provided cash collaterals in an amount comparable to the outstanding fair values. Deviations from the derivatives with positive fair values and derivatives with negative fair values reported in other receivables and other liabilities at the end of 2021 and 2020 arose from derivatives not subject to any netting agreements as well as from embedded derivatives. These are not included in the table above. In addition to the offsetting of derivatives presented in the table above, trade accounts receivable in 2021 were offset against trade accounts payable and advance payments received on orders, which were included in current other liabilities, provided specific netting agreements with customers existed. As a result, trade accounts receivable were reduced by €805 million. The reduction in trade accounts payable was €36 million and the reduction in advance payments received on orders was €769 million. Accordingly, the net amount for trade accounts receivable was €11,942 million (gross amount before offsetting: €12,747 million). The resulting net amount for trade accounts payable was €7,826 million (gross amount before offsetting: €7,862 million). The net amount for advance payments received on orders was €949 million (gross amount before offsetting: €1,718 million). In 2020, trade accounts receivable were also offset against trade accounts payable and the advance payments received on orders included in current other liabilities. This reduced trade accounts receivable by €616 million. The reduction in trade accounts payable was €45 million and the reduction in advance payments received on orders was €571 million. Accordingly, the net amount for trade accounts receivable was €9,466 million (gross amount before offsetting: €10,082 million). The resulting net amount for trade accounts payable was €5,291 million (gross amount before offsetting: €5,336 million). The net amount for advance payments received on orders was €679 million (gross amount before offsetting: €1,250 million). BASF Report 2021 Consolidated Financial Statements - Notes The net gains and losses from financial instruments shown in the following table comprise the results of valuations, the amortization of discounts, the recognition and reversal of impairments, results from the translation of foreign currencies as well as interest, dividends and all other effects on the earnings resulting from financial instruments. The line item financial instruments at fair value through profit or loss contains only gains and losses from instruments that are not designated as hedging instruments in a hedging relationship in accordance with IFRS 9. Gains and losses from the valuation of securities recognized in equity are shown in development of income and expense recognized in equity attributable to shareholders of BASF SE on page 195 For more information, see the Statement of Changes in Equity on page 199 Net gains and losses from financial instruments Million € Financial assets measured at amortized cost -324 -403 Financial Consolidated Financial Statements - Notes of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Interest derivatives 179 90 102 -163 Commodity derivatives 324 -321 of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Derivative financial instruments -163 107a 447 -439 Hedge accounting BASF is exposed to commodity price risks in the context of procuring naphtha. Some of the planned purchases of naphtha are hedged using swaps and options on oil and oil products. The main contractual elements of these items are aligned with the characteristics of the hedged item. Cash flow hedge accounting was employed for a portion of these hedging relationships in 2021 and 2020. The average exercise price of the designated options was $675.54 per metric ton as of December 31, 2021 (Decem- ber 31, 2020: $454.45 per metric ton). Cash flows from designated hedging instruments and hedged transactions occur in the following year and are also recognized in profit or loss for that year. Furthermore, cash flow hedge accounting continued to be employed to a minor extent for procuring natural gas, which is likewise exposed to commodity price risks. Commodity price-based options serve as hedging instruments, for which contract terms are defined to reflect the risks of the hedged item. Depending on where trading took place, the average exercise price of the designated options was €32.60 per MWh or $3.74 per mmBtu as of December 31, 2021. The average exercise price of the designated options was €13.35 per MWh or $2.74 per mmBtu as of December 31, 2020. Cash flows from the hedging transaction and hedged item are generally recognized in profit or loss for the following year. The change in the options' time value is recognized separately in equity as costs of transaction-related hedging and, in the year during which the hedged items mature, it is initially derecognized against the carrying amount of the procured assets and recognized in profit or loss when the assets are consumed. In 2021, a decrease in fair value of €27 million was recognized in equity, and €24 million was initially derecognized against the carrying amount of the inventories procured and then recognized upon consumption in profit or loss. In 2020, a decrease in fair value of €17 million was recognized as a reduction in equity, and €13 million was derecog- nized against the carrying amount of the assets. a Of which €71 million reported in the balance sheet under assets of disposal groups BASF Report 2021 Consolidated Financial Statements - Notes 7 102 BASF Report 2021 0 35 <>=274 26.5 Derivative financial instruments and hedging relationships The use of derivative financial instruments BASF is exposed to foreign currency, interest rate and commodity price risks during the normal course of business. These risks are hedged using derivative instruments as necessary in accordance with a centrally determined strategy. Hedging is employed for existing underlying transactions from the product business, cash investments and financing as well as for planned sales, raw material purchases and capital measures. Furthermore, hedging may also be used for cash flows from acquisitions and divestitures. The risks from the hedged items and the derivatives are continually monitored. Where derivatives have a positive market value, BASF is exposed to credit risks from derivative transactions in the event of nonperfor- mance of the other party. To minimize the default risk on derivatives with positive market values, transactions are exclusively conducted with creditworthy banks and partners and are subject to predefined credit limits. Fair value of derivative instruments Million € Foreign currency forward contracts Foreign currency derivatives of which designated hedging instruments as defined by IFRS 9 (hedge accounting) Combined interest rate and currency swaps Foreign currency options The fair values of derivative financial instruments are calculated using valuation models that, if available, use input parameters observable on the market. Exceptions to this are some commodity derivatives, whose valuation is based directly on market prices. 45 To ensure efficient risk management, risk positions are centralized at BASF SE and certain Group companies. The contracting and execution of derivative financial instruments for hedging purposes are conducted according to internal guidelines, and subject to strict control mechanisms. 35 1 10 22 December 31, 2020 December 31, 2021 In addition to the derivative instruments presented in the following table, BASF also had derivatives that were embedded in other financial instruments. This primarily related to options embedded in a loan on the borrower's equity instruments. The fair value of these derivatives was €33 million as of December 31, 2020. The options were exercised in 2021. 21 2018 Income from operations (EBIT) Sales Statement of income 2021 2020 2019 2017 BASF Report 2021 2015 2014 2013b 2012a <>=287 Million € Ten-Year Summary Overviews - Ten-Year Summary 289 2016 Income before income taxes 78,598 73,973 7,203 287 5,977 7,677 -191 4,201 5,974d 7,587c 6,275 72,129 6,248 7,160 6,742 59,149 59,316 60,220d 61,223° 57,550 70,449 74,326 7,626 6,600 of which domestic Ten-Year Summary. 0.2 Tax consultation services 0.8 0.5 of which domestic 1.0 0.7 Audit-related services. 7.1 0.2 6.8 19.6 19.2 2020 2021 Annual audit Services provided by the external auditor Million € BASF Group companies used the following services from KPMG: 32 Services provided by the external auditor <>=285 of which domestic of which domestic 0 0 Overviews To Our Shareholders Management's Report Corporate Governance Consolidated Financial Statements Contents Q<>286 Overviews BASF Report 2021 5 The line item annual audit relates to expenses for the audit of the Consolidated Financial Statements of the BASF Group, the legally required financial statements of BASF SE and of the subsidiaries and joint operations included in the Consolidated Financial Statements as well as the review of subgroups. Fees for audit- related services primarily include audits in connection with regulatory demands as well as other confirmation services. Domestic tax consultation services related primarily to tax declaration adjustments for the Chemetall companies until the 2015 tax period. The services provided by the external auditor mainly include services for the annual audit and, to a lesser extent, confirmation services and tax consultation services. For more information on the share buyback program, see Note 19 from page 249 onward On January 4, 2022, the Board of Executive Directors approved a share buyback program with a maximum volume of €3 billion to be implemented between January 2022 and December 2023. The share buyback program is based on the authorization from May 12, 2017. A proposal to renew the authorization to buy back own shares is planned for the 2022 Annual Shareholders' Meeting, which would authorize the continuation of the share buyback program already underway. date 34 Non-adjusting events after the balance sheet For more information, see basf.com/en/corporate governance The annual Declaration of Conformity with the German Corporate Governance Code according to section 161 AktG was submitted by the Board of Executive Directors and the Supervisory Board of BASF SE in December 2021 and is published online. Declaration pursuant to section 161 of the German Stock Corporation Act (AktG) 33 Declaration of Conformity with the German Corporate Governance Code 20.8 20.1 Total Other services Glossary and Trademarks 5,548 5,492 6,882° 10,735 4,364 7,258 6,013 7,285 7,726 5,263 Additions to property, plant and equipment and intangible assets Capital expenditures, depreciation and amortization 7,768 3,560 4,643 6,281d 7,645° 6,309 6,739 7,357 7,077 6,647 4,097 4,869 4,881 of which property, plant and equipment Consolidated Financial Statements - Notes 4,146 3,750d 4,202 4,251 4,401 3,417 3,272 3,267 EBIT before special items Depreciation and amortization of property, plant and equipment and intangible assets of which property, plant and equipment 4,075 3,842 5,040 4,028 4,377 5,742 6,369 6,428 4,084 4,410 11,355 6,494 8,185 4,301 5,113 5,067 Income after taxes -36 396 5,945 863d 760 4,255 Income after taxes from discontinued operations -1.471 2,546 4,116d 5,592 Income after taxes from continuing operations 7,448 -1.562 3,302 5,233d 6,018 5,395 6,352 8,491 8,970d 10,526 10,649 11,043 10,432 10,009 Income from operations before depreciation and amortization (EBITDA) 5,523 -1.060 4,979 8,421 6,078 4,056 3,987 5,155 4,792 4,819 Net income 5,982 -1.075 4,707 10,765° In 2021, members of the Board of Executive Directors were allocated 187,618 performance share units (PSUs) under the LTI performance share program (2020: 151,247 PSUs). Market Ovaluation of the PSUs of members of the Board of Executive Directors resulted in an expense totaling €9.6 million in 2021 (2020: €2.9 million). BASF had obligations from guarantees and other financial obligations in favor of nonconsolidated subsidiaries in the amount of €21 million as of December 31, 2021 (December 31, 2020: €8 million), and in favor of associated companies in the amount of €389 million as of December 31, 2021 (December 31, 2020: €28 million). Furthermore, there were obligations from guarantees in the amount of €341 mil- lion favoring a joint venture as of December 31, 2020. 30 <>=283 Consolidated Financial Statements - Notes BASF Report 2021 Personnel expenses for BASF's "plus" incentive share program totaled €27 million in 2021 and €28 million in 2020. The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital reserves over the term of the program. weighted-average fair value on the grant date amounted to €67.71 for the 2021 program, and €45.30 for the 2020 program. The free shares to be provided by the company are measured at the fair value on the grant date. Fair value is determined on the basis of the BASF share price, taking into account the present value of dividends, which are not paid during the term of the program. The 3,251,576 Compensation of the Board of Executive Directors and Supervisory Board 3,079,123 -123,258 -490,050 942,685 498,765 -547,960 3,025,462 3,251,576 2020 2021 As of December 31 -226,521 As of January 1 Newly acquired entitlements Bonus shares issued Lapsed entitlements Compensation of the Board of Executive Directors and Supervisory Board Million € Fair value of options and performance share units allocated to the Board of Executive Directors in the fiscal year as of allocation datea 14.3 3.3 2.9 3.7 3.6 21.8 43.4 12.1 12.3 Non-performance-related and performance-related cash compensation of the Board of Executive Directors 9.7 2020 2021 Market valuation of the option rights of active and former members of the Board of Executive Directors resulted in income totaling €0.8 million in 2021. In 2020, option rights led to an expense in the amount of €1.1 million. In the final allocation of options under the BOP LTI program in 2020, 166,272 option rights were allocated to the Board of Executive Directors. The STI performance bonus is based on the performance of the Board of Executive Directors as a whole and the return on capital employed (ROCE) of the BASF Group. Subject to certain conditions, ROCE is adjusted for special items from acquisitions and divesti- tures. The conditions for a ROCE adjustment were not met in 2021. a Members of the Board of Executive Directors were allocated option rights under the long-term incentive (LTI) program for the last time in 2020. Total compensation of former members of the Board of Executive Directors and their surviving dependents Pension provisions for former members of the Board of Executive Directors and their surviving dependents Guarantees assumed for members of the Board of Executive Directors and the Supervisory Board Compensation of the Supervisory Board Total compensation of the Board of Executive Directors Service costs for members of the Board of Executive Directors 31.1 12.5 Number of free shares to be granted Shares Employees who participate in BASF's "plus" incentive share program and acquire shares in BASF as a personal investment from their variable compensation. For every 10 BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and 10 years of holding these shares. As a rule, the first and second block of 10 shares entitles the participant to receive one BASF share at no extra cost in each of the next 10 years. 89.04 88.83 € 82.06 78.59 € 362,203 223,037 724,405 % 892,146 2021 Strive! program of the year Fair value of PSUs and parameters used as of December 31, 2021 Number of PSUs granted A personal investment in BASF shares is the prerequisite for participation in Strive!. Participants are required to own BASF shares amounting to a predetermined percentage of their base salary for the duration of the performance period. A set-up phase applies to first-time participants. During this period, they are required to hold a percentage of shares as their predetermined personal investment. The set-up phase for the 2021 Strive! program ends on Decem- ber 31, 2024. The 2021 Strive! program has the same fundamental structure as the 2020 Strive! program. Achievement of each strategic target is calculated for each year of the four-year performance period. Upon conclusion of the perfor- mance period, the average degree of target achievement for each strategic goal is equal to the arithmetic mean of the degrees of target achievement for the four years. The total target achievement for the respective Strive! plan is determined by adding the target achieve- ment degree for the three strategic targets after having multiplied each by the corresponding weighting factor. To calculate the final number of PSUs, this weighted target achievement is multiplied by the preliminary number of PSUs. The payment amount upon conclusion of the four-year performance period is calculated by multiplying the final number of PSUs by the average BASF share price for the fourth quarter of the last year of the performance period, plus the accumulated dividend payments in the four fiscal years. The payment occurs in May of the following year and is capped at 200% of the target amount. The payment amount therefore not only reflects achievement of the strategic targets, but performance of BASF's dividend and share price as well (total shareholder return). ultimately paid out at the end of the performance periods for Strive!2021 and Strive!2020 depends on the achievement of the three strategic targets: growth (volume growth compared with global chemical production), profitability (increase in EBITDA before special items) and sustainability (CO2 emissions). ΚΣΕ 281 Consolidated Financial Statements - Notes 2020 The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for a Group company or one year after retirement. The number of free shares to be granted has developed as follows: 158.3 € The "plus" incentive share program was introduced in 1999 and is currently available to employees in Germany, other European countries and Mexico. Simultaneous participation in both the "plus" program and an LTI program is not permitted. BASF "Plus" Incentive Share Program The exercisable options had no intrinsic value as of Decem- ber 31, 2021, or December 31, 2020. The LTI provision for BOP decreased from €115 million as of December 31, 2020, to €110 million as of December 31, 2021, due to lower fair values and a lower number of outstanding option rights. No utilizations were recognized in 2020, whereas €3 million was utilized in 2021 due to senior executives leaving the company. Income from the reduction in provisions totaled €2 million in 2021. The expense from the addition of provisions totaled €25 million in 2020. €1 million was attributable to the disposal group for the pigments business as of December 31, 2020. As a result of a resolution by the Board of Executive Directors in 2002 to settle option rights in cash, all outstanding option rights under the 2014 to 2020 programs were valued at fair value as of December 31, 2021. A proportionate provision is recognized for programs in the vesting period. The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options were determined using the binomial model. Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options. exercising an option is limited to five times the original individual investment. Option rights are nontransferable and are forfeited if the option holders no longer work for the BASF Group or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program was significantly strengthened compared with the conditions applying to the other participants. Members of the Board of Executive Directors were required to participate in the BOP program with at least 10% of their actual annual variable compensation. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Members of the Board of Executive Directors may only exercise their option rights four years after they have been granted at the earliest (vesting period). ΚΣΕ 282 Consolidated Financial Statements - Notes 137.5 BASF Report 2021 Participation in BOP was voluntary. In order to take part in the program, a participant had to make a personal investment: Participants were required to hold BASF shares representing between 10% and 30% of their respective variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held was determined by the amount of variable compensation and the volume-weighted average share price on the first trading day after the Annual Shareholders' Meeting. The "BOP" LTI program last offered in 2020, grants virtual option rights. When exercised, the option rights are settled in cash. BASF Option Program (BOP) The LTI provision for Strive! rose from €11 million as of Decem- ber 31, 2020, to €48 million as of December 31, 2021, due to the increased number of vested PSUs and higher fair values. The expense from the addition of provisions totaled €37 million in 2021 and €11 million in 2020. No provisions were attributable to the disposal groups as of December 31, 2021, or December 31, 2020. In 2021, the number of PSUs granted under the 2021 Strive! program amounted to 892,146 and under the 2020 Strive! program to 724,405. PSUs vested by the deadline totaling 223,037 for the 2021 Strive! program and 362,203 for the 2020 Strive! program were measured at fair value. Fair value is determined using the BASF share price of €61.78 on the balance sheet date plus expected dividend payments during the term of the program. The weighted target achievement degrees of 158.3% for the 2021 Strive! program and 137.5% for the Strive! program 2020 are also taken into account. A fluctuation rate of 4% is assumed in the fair value calculation for senior executives. Fair value including fluctuation / PSU Fair value excluding fluctuation / PSU Weighted target achievement Base price Number of PSUs vested 67.85 57.15 Participants received four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price on the option grant date (absolute threshold). The value of right A is the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. Right B may be exercised (relative threshold) if the cumulative percentage performance of BASF shares exceeds the percentage performance of the MSCI World Chemicals Index SM (MSCI Chemicals). The value of right B is the base price of the option multiplied by twice the percentage by which the BASF share outperforms the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of exercise less the calculated nominal value of the BASF share. Right B may only be exercised if the price of the BASF share equals at least the base price. When a two-year vesting period is over, options granted can be exercised until the end of the respective exercise period. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full, and one of the thresholds must be exceeded. If the other threshold is not exceeded, the other option right lapses. A participant's maximum gain from BASF Report 2021 196.9 6,685 34 136 189 149 210 98 136 213 266 64 December 31, 2020 December 31, 2020 December 31, 2021 Accounts payable, trade Accounts receivable, trade The Compensation Report is available at basf.com/compensationreport see Management and Supervisory Boards from page 174 onward For more information on the members of the Board of Executive Directors and the Supervisory Board, For more information about defined benefit plans, the division of risk between Group companies, see Provisions for pensions and similar obligations from page 254 onward For more information on subsidiaries, joint ventures and associated companies, see the 2021 BASF Group list of shares held on page 213 December 31, 2021 There were no reportable related party transactions with members of the Board of Executive Directors or the Supervisory Board and their related parties in 2021. 221 Other receivables The balance of valuation allowances on trade accounts receivable from nonconsolidated subsidiaries was, as in the previous year, €3 million as of December 31, 2021. The balance of valuation allowances on other receivables from nonconsolidated subsidiaries declined from €105 million as of December 31, 2020, to €100 million as of December 31, 2021. Balances outstanding to related parties were generally not hedged and were settled in cash. 240 106 55 4 62 35 43 47 198 214 192 237 December 31, 2020 December 31, 2021 December 31, 2020 December 31, 2021 Other liabilities 19 209.0 BASF SE had other finance-related receivables from BASF Pen- sionskasse WaG in the amount of €83 million as of Decem- ber 31, 2021, and €3 million as of December 31, 2020. Obligations arising from purchase contracts with joint ventures amounted to €4 million as of December 31, 2021, and €6 million as of December 31, 2020. December 31, 2021 Services received Services rendered Associated companies Joint ventures Nonconsolidated subsidiaries Million € Sales to related parties Consolidated Financial Statements - Notes December 31, 2020 BASF Report 2021 The increase in other receivables from nonconsolidated subsidiaries as well as the decrease from associated companies resulted primarily from other finance-related receivables. Other receivables and liabilities primarily arose from financing activities, from accounts used for cash pooling, outstanding dividend payments, profit and loss transfer agreements, and other finance- related and operating activities and transactions. Sales and trade accounts receivable from and trade accounts payable to related parties mainly included business with own products and merchandise, agency and licensing businesses, and other operating businesses. The following tables show the volume of business with related parties that are included in the Consolidated Financial Statements at amortized cost or accounted for using the equity method. The values include sales, receivables, other receivables, liabilities and other liabilities with respect to the disposal groups and/or discontinued operations. Related parties are legal or natural entities that can exert influence on the BASF Group or over which the BASF Group exercises control or joint control, or a significant influence. These primarily include nonconsolidated subsidiaries, joint ventures and associated companies. Related party transactions 31 For more information on the members of the Supervisory Board and Board of Executive Directors, including their memberships on other boards, see page 174 onward The Compensation Report is available at basf.com/compensationreport The decline in other liabilities to associated companies resulted from other finance-related liabilities and contract liabilities. Annual minimum rental payments for an office building including a parking area payable by BASF SE to BASF Pensionskasse VaG for the nonterminable basic rental period until 2029 amounted to €7 million. December 31, 2021 872 935 <>= 284 Associated companies Joint ventures Nonconsolidated subsidiaries Other receivables from liabilities to related parties Million € Associated companies Joint ventures Nonconsolidated subsidiaries December 31, 2020 Trade accounts receivable from / trade accounts payable to related parties Million € 1,294 432 459 1,703 921 1,386 295 340 691 586 3,678 16,610 2,631 Appropriation of profits 13.5 1.7 7.7 12.0d 15.4 % Return on capital employed (ROCE) 15.6 -2.8 21.6 14.1 18.9 13.3 14.4 19.7 19.2 19.9 % Net income of BASF SE Dividend Dividend per share Number of shares at year-end 3,031 3,031 2,939 2,847 2,755 2,664 2,572 2,480 2,388 Return on equity after tax 3,928 3,899 2,982 3,130 2,808 2,158 5,853 2,826 2,880 million 3,946 9.5 -1.2 4.5 7,939 8,785 7,717 9,446 6,958 8,100 6,602 Cash flows from operating activities 6.76 7,474 3.21 5.87 6.44° 4.83 5.00 5.44 5.31 5.64 € Adjusted earnings per share 4.00 3,123f 5,413 EBITDA margin 7.1 9.5° 8.2 8.7 11.7 11.5 11.0 % Return on assets 7,245 14.4 13.8 14.9d 17.6° 18.3 15.1 14.9 14.1 13.9 % 11.0 2.60 2.70 2.80 BASF Report 2022 October 26, 2022 Quarterly Statement Q3 2022 July 27, 2022 Half-Year Financial Report 2022 April 29, 2022 Quarterly Statement Q1 2022 / Annual Shareholders' Meeting 2022 a Trademarks are not registered/used in all countries. All other trademarks referred to in the BASF Report are registered trademarks of the BASF Group (identified with the symbol), trademarks pending (identified with the TM symbol), or trademarks used by the BASF Group. February 24, 2023 Registered trademark of the European Chemical Industry Council Registered trademark of Bain & Company, Inc. Net Promoter System® Trademarksa In the BASF Verbund, plants are intelligently connected. In this system, chemical processes consume less energy, produce higher product yields and conserve resources. The by-products of one plant serve as feedstock elsewhere, creating efficient value chains - from basic chemicals to high value-added solutions such as coat- ings or crop protection products. Our Verbund concept - realized in production, technologies, the market and digitalization - enables innovative solutions for a sustainable future. Verbund A value chain describes the successive steps in a production process: from raw materials through various intermediate steps, such as transportation and production, to the finished product. Value chain V Traits are commercial plant characteristics, such as an inherent resistance to certain herbicides or an inherent defense against certain insects. Responsible Care® Traits Quarterly Statement Q1 2023 / Annual Shareholders' Meeting 2023 Further information COMS 2201 E Papler aus verantwor- tungsvollen Quellen FSC® C021366 MIX FSC www.fsc.org BASF supports the chemical industry's global Responsible Care initiative. OUR COMMITMENT TO SUSTAINABILITY Responsible Care* basf.com Internet April 27, 2023 Dr. Stefanie Wettberg, phone: +49 621 60-48002 Thorsten Pinkepank, phone: +49 621 60-41976 Sustainability Relations Jens Fey, phone: +49 621 60-99123 Media Relations Phone: +49 621 60-0, email: global.info@basf.com General inquiries Contact You can find this and other BASF publications online at basf.com/publications Published on February 25, 2022 Investor Relations 6.01 T Steam cracker d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. For more information, see Note 1.4 to the Consolidated Financial Statements from page 203 onward e Calculated in accordance with German GAAP c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see Note 1.4 to the Consolidated Financial Statements from page 203 onward a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 918.5 918.5 918.5 918.5 918.5 918.5 f Based on the number of outstanding shares as of December 31, 2021 (918,478,694) 918.5 918.5 918.5 3.40 3.30 3.30 3.20 3.10 3.00 2.90 918.5 A steam cracker is a plant in which steam is used to "crack" naphtha (petroleum) or natural gas. The resulting petrochemicals are the raw materials used to produce most of BASF's products. BASF Report 2021 Glossary and Trademarks in an integrated product assessment tool. SEEbalance is the Socio-Eco-Efficiency analysis developed by BASF. It can be used to evaluate and compare the environmental impact, costs and social aspects of products and manufacturing processes. SEEbalance® makes sustainable development measur- able and manageable for companies by combining the three dimensions of sustainability - economy, environment and society - SEEbalance® S The peak sales potential of the Agricultural Solutions pipeline describes the total peak sales forecast for individual products in the research and development pipeline. Peak sales are the highest sales value to be expected from one year. The pipeline comprises innova- tive products that have been on the market since 2021 or will be launched on the market by 2031. Peak sales potential P Genome editing refers to a series of new molecular biological methods to make specific changes in the genome. Naturally occurr- ing processes are used to make small changes to an organism's genes to modify a specific characteristic. Such techniques have great potential for innovative solutions in healthcare, agriculture and industrial applications, for example. Genome editing Overviews - Glossary and Trademarks G Formulation F The Eco-Efficiency Analysis is a method developed by BASF for assessing the economic and environmental aspects of products and processes. The aim is to compare products with regard to profitability and environmental compatibility. Eco-Efficiency Analysis E CO2 equivalents are units for measuring the impact of greenhouse gas emissions on the greenhouse effect. A factor known as the global warming potential (GWP) shows the impact of the individual gases compared with CO2 as the reference value. CO2 equivalents C <>=289 Formulation describes the combination of one or more active sub- stances with excipients like emulsifiers, stabilizers and other inactive components in order to improve the applicability and effectiveness of various products, such as cosmetics, pharmaceuticals, agricul- tural chemicals, paints and coatings. 2,594 -1.15 6.62° 86,556 78,768 76,496 70,836 71,359 64,204 62,726 Total assets 2021 2020 2019 2018 2017 2016 2015 2014 2013b 2012a <>= 288 86,950 80,292 87,383 Noncurrent assets 13,145 14,525 16,554 13,594 15,162 12,537 12,967 12,324 12,193 Balance sheet (IFRS) of which intangible assets 50,424 55,960 43,335 47,623 50,550 46,270 43,939 38,253 35,259 52,332 Million € Overviews - Ten-Year Summary BASF Report 2021 111,047 110,302 117,628 122,404 115,490 113,830 112,435 113,292 112,206 8,963 110,782 Employees at year-end 3,064 5,189 3,408 3,155d 3,586 3,691 3,600 2,770 Personnel expenses 13,499 9,285 9,982 d Figures for 2018 were restated with the presentation of the construction chemicals activities as discontinued operations. For more information, see Note 1.4 to the Consolidated Financial Statements from page 203 onward c Figures for 2017 were restated with the presentation of the oil and gas activities as discontinued operations. For more information, see Note 1.4 to the Consolidated Financial Statements from page 203 onward a We have applied International Reporting Standards IFRS 10 and 11 as well as International Accounting Standard 19 (revised) since January 1, 2013. Figures for 2012 have been restated; no restatement was made for 2011 and earlier. b Figures for 2013 have been adjusted to reflect the dissolution of the natural gas trading business disposal group. 2,216 2,086 2,158 1,994d 1,843° 1,863 9,224 1,953 1,849 1,732 Research and development expenses 11,097 10,576 10,924 10,659 10,610 10,165 1,884 of which property, plant and equipment 19,229 23,496 39,291 43,164 36,531 37,105 42,081 34,398 42,350 36,109 34,756 43,928 32,568 28,195 27,673 25,621 of which financial indebtedness Total liabilities Equity 2,624 4,330 2,427 31,545 2,300 44,012 44,600 4.42 4.34 5.61 5.22 5.25 € Earnings per share Key data 17,184 50,447 19,214 20,841 18,032 16,312 15,197 15,384 14,407 12,798 45,301 45,894 18,377 9.17 6,495 2,241 9,581 of which inventories 35,051 29,868 30,990 43,221 31,145 25,946 24,566 10,160 27,420 27,467 Current assets 21,553 19,647 21,792 20,780 25,258 26,413 25,260 25,951 1,375 11,266 10,005 1,718 1,827 1,647 of which cash and cash equivalents 11,942 9,466 9,093 10,665 10,801 9,693 10,952 10,385 10,233 9,506 of which accounts receivable, trade 13,868 10,010 11,223 12,166 10,303 9,516 5.12 BASF Report 2021 Direct customers Operations Inputs Safety, quality, and reliability are key to excellence in our production and plant operations. Environment ** Employees Everything we do is based on the expertise, knowledge, motivation and conduct of our employees. Partnerships We develop innovative solutions for and with our customers to expand our leading position. Trust-based relationships are crucial to our license to operate and our reputation. €87.4 billion Total assets 48.2% Equity ratio ~10,000 R&D employees €2.2 billion R&D expenses We use a wide range of resources to implement our customer-focused strategy **Innovation Our aim is to ensure solvency, limit financial risks and optimize the cost of capital. Financial Management's Report - How We Create Value How We Create Value The following overview provides examples of how we create value for our stakeholders. It is modeled on the framework of the International Integrated Reporting Council (IIRC). The content of the graphic has been audited within the scope of the relevant sections of the Management's Report in which they appear. Discover the interactive How We Create Value graphic in the BASF Online Report at basf.com/how-we-create-value 1 Inputs < > 2 24 24 3 Outputs Business model 5 Impact + Outcomes €3.4 billion Capex BASF Report 2021 ~60 million MWh Electricity and steam demand Renewable raw materials ■ Our customers are at the core of our strategy. ■ Sustainability and innovation is at the center of everything we do and a driver for growth and value. ■ Safety is always our number one priority. ■BASF's Verbund structure is the backbone of our efficient and reliable production. ■ Our six segments are aligned with value chains and address customer needs with differentiated solutions and business strategies. ■We have a global, customer-focused presence. ■ Effective corporate governance ensures responsible conduct. ■We value our stakeholders and treat them with respect. How we operate We implement our corporate purpose €78.6 billion Sales *Innovation ~820 New patents worldwide €7.8 billion €24.1 billion Financial ■ Employee engagement and diversity ■ Resource-efficient and safe production - 1,695 million m³ Total water usage 111,047 Employees around the world €11.1 billion Personnel expenses ~280 Research collaborations >70,000 Suppliers Business model 2 Corporate purpose We create chemistry for a sustainable future Our targets ■ Profitable growth - Effective climate protection ■ Product portfolio geared to innovation and sustainability Responsible procurement 1.3 million metric tons EBIT before special items 2 BASF considers all direct suppliers of the BASF Group in the business year concerned as Tier 1 suppliers. These are suppliers that provide us with raw materials, investment goods, consumables and services. Suppliers can be natural persons, companies or legal persons under public law. For more information, see Note 2 to the Consolidated Financial Statements from page 205 onward The map shows the production sites and research and development sites of the BASF Group according to the scope of consolidation for this report. Sites not shown on the map include office and warehouse locations as well as sites of companies outside the scope of consolidation. Verbund sites / planned Verbund site Research and development sites Production sites Regional centers n BASF sites Florham Park São Paulo Antwerp Ludwigshafen Nanjing Zhanjiang Hong Kong Kuantan Geismar Freeport Management's Report - BASF Group BASF Report 2021 For more information on the segment structure, see Note 5 to the Consolidated Financial Statements from page 213 onward BASF Report 2021 Management's Report - BASF Group ☑ 21 21 Organization of the BASF Group We take a differentiated approach to steering our businesses according to market-specific requirements and the competitive environment. We provide a high level of transparency around the results of our segments and show the importance of the Verbund and value chains to our business success. BASF aims to differen- tiate its businesses from their competitors and establish a high- performance organization to enable BASF to be successful in an increasingly competitive market environment. The operating divisions, the service units, the regions and the corpo- rate center form the cornerstones of the BASF organization, in line with the corporate strategy. As part of the implementation of our strategy, we streamlined our administration, sharpened the roles of services and regions, and simplified procedures and processes. The organizational realignment created the conditions for greater customer proximity, increased competitiveness and profitable growth. The divisions bear strategic and operational responsibility here and are organized according to sectors or products. They manage the 50 global and regional business units and develop strategies for 75 strategic business units. The regional and country units represent BASF locally and support the growth of business units with local proximity to customers. For financial reporting purposes, we organize the regional divisions into four regions: Europe, North America, Asia Pacific, and South America, Africa and Middle East. Our research is currently divided into three global divisions: Process Research & Chemical Engineering, Advanced Materials & Systems Research and Bioscience Research. To strengthen our innovation capabilities, we will reorganize our global research activities in 2022 and align them even more closely with the needs of our customers. To this end, we will integrate downstream research into the divisions and bundle activities with broad relevance in a research unit. This unit will continue to be globally positioned with research centers in Europe, North America and Asia Pacific. Five service units provide competitive services for the operating divi- sions and sites: Global Engineering Services, Global Digital Services, Global Procurement, European Site & Verbund Management, Global Business Services (finance, human resources, environmental pro- tection, health and safety, intellectual property, communications, procurement, supply chain and inhouse consulting services). Following the bundling of services and resources and the imple- mentation of a wide-ranging digitalization strategy, the number of employees in the Global Business Services unit worldwide will decline by up to 2,000 by the end of 2022 compared with base- line 2019. From 2023 onward, the division expects to achieve annual cost savings of over €200 million. The Corporate Center supports the Board of Executive Directors in steering the company as a whole. These include central tasks from the following areas: strategy, finance and controlling, compliance and law, tax, environmental protection, health and safety, human resources, communications, investor relations and internal audit. Our Excellence Program aimed to contribute €2 billion to EBITDA annually until the end of 2021 onward compared with baseline 2018. We met this target in 2021. As planned, this was partly due to the reduction of more than 6,000 positions worldwide until the end of 2021. This decrease resulted from the organizational simplification and from efficiency gains in administration, the service units and the operating divisions. For more information on the products and services offered by the segments, see pages 72, 76, 79, 82, 85 and 88 onward 22 1 The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. 22 Management's Report - BASF Group North America BASF supplies products and services to around 90,000 customers¹ from various sectors in almost every country in the world. Our cus- tomer portfolio ranges from major global customers and small and medium-sized enterprises to end consumers. We work with over 70,000 Tier 1 suppliers² worldwide. They supply us with important raw materials, chemicals, investment goods and consumables, and perform a range of services. Important raw materials (based on volume) include naphtha, liquid gas, natural gas, benzene and caustic soda. For more information on customers, see page 28 onward; for more information on suppliers, see page 109 onward Construction | Electronics | Energy and resources | Health and nutrition (respectively) Business and competitive environment BASF's global presence means that it operates in the context of local, regional and global developments and a wide range of conditions. These include: 27% Global economic environment - International trade agreements - Industry standards Environmental agreements (such as the E.U. Emissions Trading System) · Social aspects (such as the U.N. Universal Declaration of Human Rights) BASF holds one of the top three market positions in around 80% of the business areas in which it is active. Our most important global competitors include Arkema, Bayer, Clariant, Corteva, Covestro, Dow, Dupont, DSM, Evonik, Huntsman, Lanxess, SABIC, Sinopec, Solvay, Sumitomo Chemical, Syngenta, Wanhua and many hundreds of local and regional competitors. We expect com- petitors from Asia and the Middle East in particular to continue to grow in significance in the years ahead. Corporate legal structure As the publicly listed parent company of the BASF Group, BASF SE takes a central position: Directly or indirectly, it holds the shares in the companies belonging to the BASF Group, and is also one of the largest operating companies. The majority of Group companies cover a broad spectrum of our business. In the BASF Group Con- solidated Financial Statements, 258 companies including BASF SE are fully consolidated. We consolidate nine joint operations on a proportional basis and account for 27 companies using the equity method. - Legal and political requirements (such as European Union regula- tions) Procurement and sales markets 27% Asia Pacific < > 23 23 BASF sales by region 2021 Location of customer 7% South America, Africa, Middle East BASF sales by industry 2021 Chemicals and plastics | Transportation (respectively) > 20% 39% 10%-20% Agriculture | Consumer goods (respectively) Europe <10% €78,598 million BASF Report 2021 Accelerator sales We use natural resources to manufacture products and solutions with high value added for our customers. Operations Management's Report - Our Strategic Action Areas Our Strategic Action Areas < > 28 28 Our customers are our number one priority and are at the heart of our strategy. We want to be their most attractive partner for chal- lenges that can be solved with chemistry. BASF supplies products and services to around 90,000 customers' from almost all sectors and countries around the world. Our customer portfolio ranges from major global customers and small and medium-sized enterprises to end consumers. Our comprehensive product portfolio means that we are active in many value chains and value creation networks. We use various business strategies, which we adapt to the needs of individual industries and markets. These range from cost leadership in basic chemicals to tailored system solutions for specific customer applications. Selected awards Ford: World Excellence Award Dulux: Supplier of the Year Award 3M: Supplier of the Year Award BASF Report 2021 We continue to drive forward our customer focus. We have refined our organizational structure to enable our operating divisions to flexibly address specific market requirements and differentiate them- selves from the competition. innovation and growth potential together with them. For instance, we established interdisciplinary teams in our business units to even better and more quickly address the needs of our most important customers. BASF's strategic orientation is founded on a comprehensive analysis of our markets and competitors. We continuously monitor global trends and anticipate the resulting growth opportunities and risks. The following six strategic focus areas enable us to focus on our customers while strengthening our leading position in an increas- ingly volatile and competitive environment. [Innovation] Innovation is the bedrock of our success. BASF is a leader in the chemical industry with around 10,000 employees in research and development and R&D spending of around €2.2 billion. We are expanding this position by strengthening specific research activities, for example in battery materials, polymer technologies, catalyst processes or biotechnological methods. In addition, we are bringing research and development even closer together, incorporating our customers' requirements into our innovation processes even earlier and more intensively, and expanding cooperation with customers, universities, research institutions and other partners. To further strengthen our innovation power, we will reorganize our global research activities in 2022 and bundle them in a global research unit based in Ludwigshafen, Germany. Our innovation pipeline is geared to sustainability - especially climate protection and the circular economy. This lays the founda- tion for future growth: We are working intensively on fundamental innovations for products, processes and business models, for example in the chemical recycling of plastics, battery and catalyst technologies, low-carbon production of basic chemicals, and digital, Good to know The virtual car We are also improving our customer relationships with a range of measures. For example, since 2019 we have been using the Net Promoter SystemⓇ worldwide to systematically record and optimize our problem-solving skills, product quality and delivery reliability based on direct customer feedback. We have been using a new IT-based customer relationship management system, Salesforce, since 2020. The application helps our sales employees to provide customer support and simplifies their work. Above and beyond this, we have intensified cooperation with our customers to leverage Greenhouse gas emissions by 2050 (Scope 1 and 2) Net zero Reduction in our greenhouse gas emissions by 2030 compared with 2018 (Scope 1 and 2) The new Net Zero Accelerator unit started work on January 1, 2022. It bundles the extensive cross-company activities with which we want to achieve our ambitious climate protection targets. The unit will initially have around 80 employees and report directly to the Chairman of the Board of Executive Directors. It will focus on accelerating and implementing projects relating to low-CO2 production technologies, circular economy and renewable energies - driving forward BASF's transformation to a climate-neutral company. In parallel, our operating divisions will continue to work on divisional-specific carbon reduction projects. For more information on climate neutrality, see pages 27 and 126 to 132 In focus: Our Journey to Climate Neutrality Climate change is the greatest challenge of the 21st century. Swift and resolute action is needed to ensure that the targets agreed in the Paris Climate Agreement can be achieved. We stand by this responsibility. In many areas, products and innovations based on chemistry are the key to a climate- neutral future. At the same time, we are working intensively to significantly reduce the carbon footprint of our production and thus of our products. BASF Report 2021 Management's Report - In Focus: Climate Neutrality 27 27 Renewable energy is a central building block on BASF's journey to climate neutrality. To enable us to meet our growing demand in the future, we are gradually switching our supply agreements to green power and investing in our own plants. Find out more about how we are driving forward the transformation of our energy supply in the online report at report.basf.com. [Our target: net zero emissions by 2050. We have set ourselves an ambitious milestone on this path. By 2030, we want to reduce the greenhouse gas emissions from our production sites and our energy purchases by 25% compared with 2018 - while growing production volumes. This corresponds to a decrease of around 60% compared with 1990. We are intensely pursuing our climate protection targets with investments of up to €4 billion by 2030. Our focus here is on five strategic levers: We are increasingly meeting our energy needs from renewable sources (gray-to-green lever). We are increasingly relying on energy recovery to produce steam (power- to-steam lever). We are working to further improve the energy and process efficiency of our plants (continuous opex lever). We are increasingly replacing fossil resources with bio-based raw materials (bio-based feedstocks lever). And together with partners, we are pioneering nearly carbon-free production processes, especially for emission-intensive basic chemicals (new technologies lever). We want to play an active and responsible role in shaping the transition toward a climate-neutral society. This calls for new ways of thinking and working together. And it needs a political and regu- latory environment that promotes innovation in climate protection, makes it possible to develop new, climate-smart processes that are competitive internationally and, above all, resolutely drives forward the expansion of renewable energies - including through the appro- priate land use designations, rapid planning and approval proce- dures and the swift expansion of grid infrastructure. One thing is clear: The transformation will require significantly more energy from renewable sources. Initial estimates suggest that at the Ludwigshafen site in Germany alone, we would need to roughly triple or quadruple our current electricity use (2021: 6.0 TWh) to fully implement new, low-carbon electricity-based production pro- cesses. To meet this demand, we are investing in our own power assets, especially for wind power, and are increasingly buying green electricity on the market (make & buy approach). Also critical to success are prices for renewable energy. Substi- tuting fossil fuels is only economically feasible at production costs of 4 to 5 cents/kWh. Consequently, there is an urgent need to expand supply and reduce the levies and fees on electricity prices. In addi- tion, globally comparable carbon pricing - or at least at G20 level - is needed to ensure that climate-friendly processes are competitive internationally.J For more information on energy and climate protection, see page 126 onward For more information on raw materials, see page 112 onward Our global climate protection targets -25% The automotive industry is one of our most important customer sectors. In February 2021, we launched an interactive platform that showcases BASF's wide range of solutions and innovation expertise in mobility: Customers can explore over 500 application areas in a new virtual car - from high-performance plastics and coatings to automotive fluids, catalysts, cathode materials and more. Detailed information is provided on all products and solu- tions. The virtual car offers a selection of different powertrain technologies: combustion engine, plug-in hybrid, battery electric vehicle and fuel cell vehicle. E-mobility solutions can also be filtered by material properties such as battery efficiency, corrosion protec- tion or thermal protection. Discover the virtual car at basf-vcar.com 1 The number of customers refers to all external companies (sold-to parties) that had contracts with the BASF Group in the business year concerned under which sales were generated. BASF Report 2021 Management's Report - Our Strategic Action Areas Κ Σ 30 30 member of the Quantum Technology and Application Consortium (QUTAC) industry consortium launched in 2021. For more information on digitalization in production, see page 119 Portfolio The acquisitions and divestitures made in the past few years have oriented our portfolio even more strongly toward innovation- driven growth areas. In 2021, we successfully integrated the poly- amide business acquired from Solvay, further strengthening our position in engineering plastics. We closed the divestiture of our pigments business to the fine chemicals company DIC as planned in the first half of 2021. The sale of our shareholding in Solenis to Platinum Equity was also completed as planned in November 2021. We intend to close the divestiture of our kaolin minerals business to KaMin, announced in November 2021, in the second half of 2022, subject to the approval of the relevant merger control authorities. We steer our six segments along our value chains. Our operating divisions drive forward our industry and customer orientation with differentiated strategies. The Asian market will play a key role in our future growth. With a share of more than 45%, China is already the world's largest chemi- cal market and will be an even stronger driver of growth in global chemical production in the future. Our strong innovation, production and sales base in Asia, and in particular in China, enables us to respond to the needs of our customers in a differentiated way. To further strengthen our position in this dynamic growth market, we plan to build a second Verbund site in China, in Zhanjiang in the southern Chinese province of Guangdong. Construction on the first plants continued as planned in 2021. They are scheduled for startup in 2022. We will also expand the Verbund site we operate together with Sinopec in Nanjing, China, by 2023. This investment includes new production plants for selected products in the Petrochemicals and Intermediates divisions. Our employees are key to BASF's success. That is why we believe that it is important to have an inspiring working environment that fosters and develops employees' individual talents and enables them and their teams to perform at their best. We are pursuing three action areas to make our high-performance organization even more so: empowerment, differentiation and simplification. At the same time, we encourage and promote a leadership culture that empow- ers our employees to respond to customer needs quickly and effi- ciently with a solution orientation. We value diversity in people, opinions and experience as being crucial to creativity and innovation. We embrace bold ideas, help our employees to implement them and learn from setbacks. It is founded on an open feedback and leadership culture based on mutual trust, respect and dedication to top performance. We are expanding our battery materials business with further [Employees] investments and strategic partnerships and are developing inno- vative recycling concepts, in particular to supply the fast-growing global e-mobility market with sustainable solutions. We are currently building a precursor plant for cathode active materials¹ in Harjavalta, Finland, and a production plant for cathode materials² in Schwarz- heide, Germany. Both plants are scheduled for startup in 2022. In Schwarzheide, we are also building a prototype plant for battery recycling, which is expected to start up in 2023.2 We also reached another important milestone in the development of a global value chain for battery materials with the formation of BASF Shanshan Battery Materials Co., Ltd. in China at the end of August 2021. With production facilities in all key regions and a global capacity of 160 metric kilotons of cathode materials from 2022 onward, we are able to serve cell manufacturers and OEM customers in all relevant mar- kets with tailored and sustainable solutions. We also entered into a number of cooperative agreements in 2021, including with battery cell manufacturers such as CATL and SVOLT and automotive manu- facturers such as Porsche. The aim is to jointly drive forward the development of innovative cathode materials and recycling technologies. The transition to electromobility is leading to fundamental changes in the automotive industry. As a leading chemical supplier to the auto- motive industry, we will further strengthen our focus on battery materials and battery recycling. To this end, in January 2022, we started the carve-out process for our mobile emissions catalysts business, automotive catalysts recycling and the associated pre- cious metal services unit. The new, standalone organizational structure prepares the business for the upcoming changes in the internal combustion engine market. For more information on material investments and portfolio measures, see page 38 onward For more information on employees, see page 97 onward 1 The investment in Finland is co-financed by Business Finland, the Finnish government organization for innovation funding and trade, travel and investment promotion. 2 Our investment and research activities in Schwarzheide and Ludwigshafen, Germany, receive funding from the German Federal Ministry for Economic Affairs and Climate Action and the Ministry for Economic Affairs, Labor and Energy of the German state of Brandenburg under the IPCEI on Batteries (funding code 16BZF101A/B). BASF Report 2021 Net Zero Accelerator 1 In March 2021, we replaced our previous target of CO2-neutral growth until 2030 (baseline 2018: 21.9 million metric tons of CO₂e) with a new, more ambitious climate protection target to reduce absolute CO2 emissions by 25% compared with 2018 (new target: 16.4 million metric tons of CO₂e). Digitalizing our plants and systematically analyzing data enables us to further automate processes and in this way, increase the capacity, availability and efficiency of our plants, for example with predictive maintenance. Linking data from different sources and using artificial intelligence for smart data analysis opens up numerous opportuni- ties for us to manage our business more efficiently and improve our processes, for example in logistics. Management's Report - Our Strategic Action Areas 29 29 more environmentally friendly agriculture. At the same time, we are driving forward product improvements in all business units that offer our customers sustainability and competitive advantages, such as in lightweight construction and surface solutions for the automotive industry, bio-based and biodegradable active ingredients for the cosmetics, detergent and cleaner industries, and energy-efficient building materials. For more information on innovation, see page 49 onward [Sustainability] the Hollandse Kust Zuid offshore wind farm, which Vattenfall expects to commission in 2023. Together with RWE, we are developing a project concept for an offshore wind farm in the North Sea. In addition, we have signed long-term purchase agreements for renewable energy with suppliers such as Ørsted and Engie. We plan to invest €25.6 billion worldwide between now and 2026 to expand capacities based on market demand and to further increase the availability, efficiency and flexibility of our plants. Our aim here is to be close to our customers and to grow together with them. For more information on our production sites and the Verbund structure, see page 20 Another focus is our product portfolio. We already met our 2025 [Digitalization] target of generating Accelerator sales of €22 billion in 2021. In the future, we want to align our product portfolio even more strongly with climate protection, carbon neutrality and circularity in order to meet the growing sustainability demands in our markets with inno- vative solutions. Consequently, we will update our product portfolio steering target in 2022. For more information on energy and climate protection, see page 126 onward For more information on circular economy, see pages 44 and 142 Mi Economic We believe that the economy, environment and society are inextri- cably linked and interrelated. We want to create value in all three areas with our products, solutions and technologies. We pledged our commitment to sustainability in 1994 and since then, have systematically aligned our activities with the principles of sustain- ability. We want to further strengthen our position as a thought leader in sustainability. We see sustainability as an integral part of [Production] our strategy as well as our targets, steering processes and business models. This establishes us as a responsible and attractive partner supporting our customers, opens up new growth areas and secures the long-term success of our company. Our approach covers the entire value chain - from responsible procurement and safety and resource efficiency in production to sustainable solutions for our customers. Since 1990, we have almost halved our carbon emissions while simultaneously doubling sales product volumes. By 2030, we want to reduce our absolute CO2 emissions by 25% compared with 2018 and will invest up to €4 billion to this end. By 2050, we aim to achieve net zero emissions from our production sites and our energy purchases. We are pursuing ambitious climate protection targets with our carbon management. This comprises five strategic levers that we are systematically driving forward to reduce our greenhouse gas emissions (see page 27). To increase the share of renewables in our energy supply, for instance, we entered into pioneering cooperation agreements in 2021. For example, we hold a share in Our core business is the production and processing of chemicals. Our strength here lies - both now and in the future – in the Verbund and its integrated value chains. The Verbund offers us many tech- nological, market, production-related and digital advantages. Our comprehensive product portfolio, which ranges from basic chemi- cals to tailored system solutions, enables us to meet the increasingly diverse needs of our customers with a differentiated offering. This is complemented by our global presence, coupled with our many decades of experience, which have allowed us to develop an in-depth understanding of the needs and landscape of local markets. Our integrated Verbund structure enables efficient, reliable and carbon-optimized steering of our production activities. In 2021, for example, we avoided 7.3 million metric tons of CO2 worldwide through the intelligent networking of our plants and combined heat and power generation. We want to leverage the diverse growth potential of digitalization and seize the associated opportunities to the benefit of our custom- ers. To achieve this, we promote digital skills among our employees, cooperate with partners and make digital technologies and ways of working an integral part of our business. For example, we had introduced augmented reality solutions at 340 plants worldwide as of the end of 2021. We plan to implement these at more than 80 other plants by the end of 2022. The combination of products, services and digital offerings also opens up new business models and advantages for our customers, such as in agriculture or 3D printing. In addition, digitalization enables us to further strengthen our innovative power. BASF has one of the most powerful supercomputers in the chemical industry - Quriosity. It can be used to significantly accelerate complex computational processes such as the simulation of molecules, enabling new chemical products to be developed more quickly, for example. At the same time, we are already working on groundbreaking technologies such as quantum computing, including as a founding Good to know For more information on Accelerator products und Sustainable Solution Steering, see pages 45 and 141 We also see these disruptive changes as an opportunity. As the world's largest chemical company, we want to lead the way and actively and responsibly shape the change. That is why we are gradually switching our energy and raw material supplies to renew- able sources. We are strengthening our Verbund structure as the basis for resource-efficient, safe and reliable production. We are developing pioneering low-carbon production processes for our products. We are accelerating our innovation processes and deep- ening cooperation with partners to develop high-performance products that also require fewer resources and have a lower carbon footprint. We are harnessing the many opportunities of digitalization. We are systematically aligning our portfolio with growth areas and future technologies, and are integrating sustainability into our value chains even more strongly. We create a working environment in which our employees can thrive and contribute to BASF's long-term success. This is how we live our corporate purpose.] 77 Internal audits on our compliance standards We focus on material sustainability topics and evaluate the opportunities and risks of our actions We make positive contributions by ■ Driving forward growth, progress and value creation ■ Strengthening our customers' competitiveness and innovative strength ■ Accelerating the digital transformation of the industry ■ Offering our investors an attractive dividend yield Potential negative impacts ■ Weaker growth stimulus due to the coronavirus pandemic, the ongoing trade conflict between the United States and China, and an escalation of geopolitical conflicts ■■A weaker share performance Our countermeasures ■ Disciplined implementation of our corporate strategy ■ Active portfolio management ■ Systematic cost management ■ Optimizing the cost of capital We make positive contributions by creating products that ■Contribute to climate protection Suppliers screened through Together for Sustainability ■Conserve resources, avoid waste and strengthen circularity Pave the way for climate-friendly mobility 787 3 For more information on our strategic action areas, see page 28 onward ~45,000 Sales products Outputs 7.3 million metric tons CO2 avoided by the Verbund and combined heat and power generation Environment ** Employees 47.0% Share of our waste recycled or thermally recovered 78.5% 25.6% Women in leadership positions 82% Water demand recirculated Outcomes¹ Environmental Social Partnerships ■ Are environmentally friendly and safe to use Engagement index according to 2020 employee survey ■The emission of CO2 and other gases that affect the climate ■Resource consumption and non-recyclable waste ■■Potential misuse or spillage of products We aim to increase our positive contributions, minimize negative impacts and carefully assess conflicting goals 5 BASF Report 2021 Management's Report - Our Strategy 26 Our Strategy GRI 102 [Chemistry is our passion. As an industry leader, we want to be the most attractive partner for challenges that can be solved with chemistry. That is why our customers are at the center of everything we do. We want to grow profitably and at the same time, create value for society and the environment. We help to change the world for the better with our expertise, our innovative and entrepreneurial spirit, and the power of our Verbund integration. This is our goal, embedded in our corporate purpose: We create chemistry for a sustainable future. Strategic Action Areas Values and Global Standards Business Models of the Segments Targets and Target Achievement 2021 Investments and Portfolio Measures Steering Concept Sustainability Concept Innovation The world is changing at a rapid pace - more and more urgently than ever, solutions are needed for a more sustainable future. Chemistry plays a key role here. In almost all areas of life, it can help overcome pressing global challenges with innovative products and technologies - from climate change and using resources more sparingly to feeding the world's population. This belief is expressed in our corporate purpose and is what motivates us day in and day out: We create chemistry for a sustainable future. Our corporate purpose We create chemistry for a sustainable future Our mission and motivation is to grow profitably and make a positive contribution to society and the environment. For example, BASF's solutions contribute to climate protection and help to prevent or recycle waste, produce healthy and affordable food, and enable climate-smart mobility. Negative impacts At the same time, as an energy and resource-intensive company, we are facing what is probably the biggest transformation in our over 150-year history: The shift toward a carbon-neutral and circular economy and the associated landmarks such as the European Green Deal demand from us new concepts and approaches - for the way we produce, for our raw material base and for our energy supply. 1 The outcomes category shows examples of positive contributions as well as negative impacts and the measures we take to mitigate them. We achieve long-term business success by creating value for our shareholders, our company, the environment and society (see page 47 and basf.com/en/value-to-society) In this section: ■ Employee training program ■ Carbon management Our countermeasures Impact ■ Circular Economy Program ■ Sustainable water and energy management Responsible Care management (including product stewardship) We make positive contributions because we ■ Provide attractive jobs and promote diversity ■ Offer products that improve people's quality of life ■ Projects to improve sustainability in the supply chains ■Compliance Program and Code of Conduct ■ Promote integration and help overcome social challenges Potential negative impacts ■Risk of violation of labor, environmental and social standards in the production of the raw materials we procure ■Lower demand for employees in some areas ■ Careful selection, evaluation and development of suppliers ■ Pay taxes and competitive wages and salaries Our countermeasures Grow sales volumes 20.2 2030 Effective climate protection 2021 Most important key performance indicator Achieve a return on capital employed (ROCE) considerably above the cost of capital percentage every year target faster than global chemical production every year status million 2021 16.4 million metric tons Most important key performance indicator Reduce our absolute CO2 emissions² by 25% by 2030 Sustainable product portfolio status 2025 target SDG AND INFRASTRUCTURE €22.0 €24.1 metric tons INDUSTRY INNOVATION [We also pursue broad sustainability targets. In this context, we significantly raised our CO2 reduction target in 2021.2 We want to strengthen the sustainability focus of our product portfolio and will update our portfolio steering targets in 2022.3 We also strive to strengthen the sustainability of our supply chains and use resources responsibly. We want to further improve safety in production. In addition, we aim to promote diversity within the company and create a working environment in which our employees feel that they can thrive and perform at their best. 2021 target >6.1% ☑ We leverage our expertise in research and development and our deep understanding of the way individual growers manage their farms to provide offers across technologies. These include novel solutions for seeds, traits, crop protection and digital products, which we link intelligently. This enables us to offer farmers solutions tailored to their region and crop systems to safeguard yields, miti- gate risks and fulfill societal requirements. billion 35 BASF Report 2021 Management's Report - Targets and Target Achievement 2021 36 36 Targets and Target Achievement 2021 Business success tomorrow means creating value for the environ- ment, society and business. That is why we have set ourselves ambitious targets along our entire value chain. We report transpar- ently on our target achievement so that our stakeholders can track our progress. In order to grow profitably, we want to grow sales volumes faster than global chemical production, further increase our profitability, achieve a return on capital employed (ROCE) consider- ably above the cost of capital percentage and increase the dividend per share every year based on a strong free cash flow. The objective of these targets is to steer our business into a sustain- able future, and at the same time, contribute to the implementation of the United Nations' Sustainable Development Goals (SDGs). We are focusing on issues where we as a company can make a signifi- cant contribution, such as climate protection, sustainable consump- tion and production, and fighting hunger. ] For more information on financial indicators, see page 52 onward For more information on sustainability along the value chain, see page 96 onward Profitable growth 2021 status 13.5% 2021 target >9% SDG DECENT WORK AND PESTRY ON AND INFRASTRUCTURE 2021 status 10.6% SDG CLEAN WATER BASF Report 2021 2 HUNGER per share every year based on a strong free cash flow Most important key performance indicator Achieve €22 billion in Accelerator sales by 20253 Reduction target 1 Dividend proposed by the Board of Executive Directors 2 Includes Scope 1 and Scope 2 emissions. In March 2021, we replaced our previous target of CO2-neutral growth until 2030 (baseline 2018: 21.9 million metric tons of CO₂e) with a new, more ambitious climate protection target to reduce absolute CO2 emissions by 25% compared with 2018 (new target: 16.4 million metric tons of CO₂e). 3 We already reached our 2025 sales target for Accelerator products in 2021. Consequently, we will update our product portfolio steering target over the course of 2022. Management's Report - Targets and Target Achievement 2021 Responsible procurement 2021 status 2025 target 90% 85% Limited assurance SDG DECENT WORK AND 12 Cover 90% of our relevant spend with sustainability evaluations by 2025 2021 status 2025 target 80% 74% SDG As one of the world's leading agricultural solutions companies, we are committed to making a positive impact on sustainable agricul- ture and food systems. Our innovation-driven strategy for agricul- ture focuses on selected crops and their appropriate cultivation systems in specific regions. We integrate sustainability criteria into all business and portfolio decisions. In doing so, we help farmers achieve better yield - yield that is produced in ways that are recog- nized as valuable by society, are kind to the planet and enable farmers to produce economically. Increase the dividend billion M DECENT WORK AND SDG 13 ACTION 10 RESPONSIBLE CLIMATE 12 CONSUMPTION 13 A AND PRODUCTION 2021 status 53% 2021 target 3%-5% Increase EBITDA before special items by 3%-5% per year SDG DEPENT WORK AND O MOUSTRY JEWI GROWTH NINFRASTRUCTURE M 2021 2021 status target €3.40' >€3.30 SDG ECONOMIC GROWTH Management's Report - Business Models of the Segments Antwerp, Belgium Kuantan, Malaysia Nanjing, China 1 Source: U.N. World Population Prospects 2019 For more information on what we expect from our leaders, see page 98 BASF Report 2021 In focus: Global Trends and Growth Opportunities for BASF It is important for us to understand which global trends will shape the future. On this basis, we can identify opportunities, align our strategies and operations, monitor risks and create value added for our stakeholders. < > 32 32 BASF is conducting research globally on innovative battery materials. Kathrin Michel's team, for example, is looking at how charging times can be shortened, ranges increased and battery life improved. Find out more about how BASF is contributing to climate-smart mobility in the online report at report.basf.com. [The transition to a climate-neutral society is the greatest challenge of the coming decades. Many of our products and tech- nologies are key to this transformation. For example, we are developing innovative battery materials, lightweight materials, and additives for climate-smart mobility. Catalysts and other emission control technologies from BASF reduce emissions in many applica- tions. Materials from BASF make buildings more energy efficient and generating power from wind and solar energy possible. We help farmers reduce carbon emissions with our integrated offering of seeds, crop protection and digital solutions. We are continuously expanding our portfolio of climate protection products. At the same time, we are working hard to significantly reduce the carbon foot- print of our production and our products in our carbon management. We support our leaders at every stage of their careers in fulfilling their responsibilities and acting as role models. One component of this is the CORE Leadership Upskilling program launched in 2021. It comprises a range of virtual training modules and learning resources that encourage self-reflection and provide opportunities for global dialog. Population growth and rising prosperity will increase demand for food, household and personal care products, drugs, clothing and much more. At the same time, consumer behavior is changing. Sustainability aspects are playing an increasingly important role in our value chains. Our innovative solutions for agriculture enable higher yields from the same land area, contributing to a food supply that meets diverse economic, environmental and social require- ments. We offer food and feed manufacturers and customers in the pharmaceutical, cosmetics, detergents and cleaners industries a product portfolio focused on sustainability, which we are continually expanding with bio-based and biodegradable solutions. Digitalization and connectivity offer many opportunities to opti- mize our processes: maintenance work can be planned in advance, innovation processes accelerated or logistics concepts and cus- tomer relationships improved. In addition, new business models are opening up, for example in agriculture or with products for the electronics and semiconductor industries. In the emerging countries of Asia and South America, we have an innovation, production and sales base that has grown over several decades. We are strengthening this position with further investments.] BASF Report 2021 Management's Report - Business Models of the Segments Business Models of the Segments Markets and consumer behavior are moving faster than ever, presenting our customers from a variety of industries and regions with a wide range of challenges. These include managing limited natural resources amid rising demand and the trend toward sustainable products. Our segments' business models help to solve these challenges and show how we implement our corporate strategy in practical terms. ☑ Chemicals The Chemicals segment is at the heart of the Verbund. It reliably supplies BASF's other segments with chemicals to produce higher value-added products. It also markets high-quality basic chemicals and intermediates to customers in downstream industries. In this way, the Chemicals segment makes a significant contribution to BASF's organic growth. We create value through process and product innovation and invest in research and development to implement new, sustainable tech- nologies and make our existing technologies even more efficient. Technological leadership, operational excellence and a clear focus on individual value chains are among our most important competi- tive advantages. We concentrate on the critical success factors of the traditional chemicals business: leveraging economies of scale and the advantages of our Verbund, high asset reliability, continuous optimization of access to raw materials, lean and energy efficient processes, and reliable, cost-effective logistics. We continuously improve our value chains and are expanding our market position especially in Asia - with investments and collaborations in growth markets. - Growing resource scarcity means that resources and materials must be used responsibly. We develop and market innovative tech- nologies and products in a wide variety of areas to keep recyclable materials in circulation for as long as possible. Going forward, we will align our business models, products and processes even more strongly with the circular economy. For example, we are driving for- ward the chemical recycling of plastics and improving mechanical recycling with new products and technologies. Other action areas include the use of renewable and recycled raw materials and the recovery of metals from spent batteries and catalytic converters. Leaders have a special responsibility for our success, especially in challenging and changing times. Good leadership provides sup- port and is vital to our employees' motivation and performance. That is why we have derived specific leadership skills from each CORE corporate value - our CORE Leadership Values. They serve as guiding principles and describe our expectations of leadership behavior - such as living optimism, inspiring teams, promoting diversity and making even difficult decisions. BASF CORE Leadership Values BECENT WORK AND [Our Values and Global Standards How we act is critical to the successful implementation of our strategy and how our stakeholders perceive us. This is what our four corporate values represent: creative, open, responsible, entrepreneurial (CORE). They are binding for all employees worldwide. Together with our Code of Conduct and our global standards and guidelines, they provide the framework for responsible conduct. 31 Our CORE values define how we want to work together - as a team, with our customers and our partners. Creative: We make great products and solutions for our customers. This is why we embrace bold ideas and give them space to grow. We act with optimism and inspire one another. Open: We value diversity, in people, opinions and experience. This is why we foster feedback based on honesty, respect and mutual trust. We learn from setbacks. Responsible: We value the health and safety of people above all else. We make sustainability part of every decision. We are commit- ted to strict compliance and environmental standards. Entrepreneurial: We focus on our customers, as individuals and as a company. We seize opportunities and think ahead. We take ownership and embrace personal accountability. Our standards fulfill and in some cases, exceed existing laws and regulations and take internationally recognized principles into account. We respect and promote: - The 10 principles of the U.N. Global Compact - - The Universal Declaration of Human Rights and the two U.N. Human Rights Covenants The core labor standards of the ILO and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) The OECD Guidelines for Multinational Enterprises The Responsible Care® Global Charter - The German Corporate Governance Code We stipulate binding rules for our employees with standards that apply throughout the Group. We set ourselves ambitious goals with voluntary commitments and regularly monitor our performance in environmental protection, health and safety with our Responsible Care Management System. We mainly approach our adherence to international labor and social standards using three elements: the Compliance Program including our Code of Conduct and compli- ance hotlines, close dialog with our stakeholders, and the global management process to respect international labor norms. Our business partners are expected to comply with prevailing laws and regulations and to align their actions with internationally recognized principles. We have established appropriate monitoring systems to ensure this. For more information on the Responsible Care Management System, see page 117 onward For more information on compliance, see page 171 onward For more information on stakeholder engagement, see pages 47 and 106 For more information on our expectations of our suppliers, see page 109 onward Good to know Furthermore, we are constantly improving our global production structures and aligning these with regional market requirements. For example, we closed a production plant for butanediol in Kuantan, Malaysia, in 2021. We also plan to expand our 2-ethylhexanoic acid plant there, which is scheduled for startup in 2024. Strategic alignment of the segments Verbund synergies Strategic focus Active ingredients, seeds and traits, digital solutions Additional differentiators are our products that contribute to the circular economy and our more sustainable production processes. BASF is active in substantial parts of plastic value chains, from monomers to polymers and their formulated specialties. Combined with our specific technology knowledge, this offers us the unique ability to shape and close cycles ourselves. One concrete example is our pilot projects for recycling used mattresses: Based on a wet chemical process developed by BASF, precursors recovered from old mattresses can be used to produce new mattress-sized blocks of flexible polyurethane foam. Other examples include our ChemCycling TM project, biomass balanced products and certified ☑ 33 33 BASF Report 2021 Management's Report - Business Models of the Segments 34 compostable bioplastics. This also enables us to meet growing products and technologies in close collaboration with our customers customer needs in all key markets. Tailor-made service and product offerings enable us to continu- ously expand the range of applications in our portfolio. We operate close to our customers with our global production network. Industrial Solutions The Industrial Solutions segment markets and develops ingredients and additives for industrial applications. These include fuel and lubricant solutions, ingredients for paints and coatings, electronic materials and plastic additives. We concentrate on research and development and invest in the creation of innovations with the aim of enabling more efficient resource use. This is why we develop more sustainable products and processes, for example, in polymer dispersions, resins and plastic additives, and enable our customers to contribute to sustainability through their applications and processes. Other focus areas are efficient production setups, back- ward integration in our Production Verbund's value chains, capacity management, and technology and cost leadership. Our global presence enables us to operate close to our customers and their industries. As a reliable partner, we offer high-quality products at good value. We work on new solutions together with our customers and strive for long-term partnerships that create profitable growth opportunities for both parties. To achieve this, we draw on our innovative strength and our many years of experience and in-depth industry expertise. Through our in-depth application knowledge and technological innovations, we strengthen customer relationships in key industries such as the automotive, plastics and electronics industries. Surface Technologies In the Surface Technologies segment, our focus is on the protection, modification and development of surfaces. We develop innovative from the catalysts, coatings and battery materials sectors. We also offer precious and base metal as well as surface treatment services. Our aim is to drive growth by leveraging our portfolio of technologies to find the best solution for our customers in terms of functionality and cost. This in turn helps our customers to drive forward inno- vation in their industries and contribute to sustainable development. Key growth drivers for us are the positive medium-term develop- ment of the automotive market, especially in Asia, the trend toward sustainable, low-emission mobility, and the associated rise in demand for battery materials for electromobility. Together with our customers, we are developing customized, more sustainable solutions in these growth areas for battery materials, emission con- trol, recycling and functional coatings. Our specialties and system solutions in these areas enable customers to stand out from their competition. biodegradable products. In this connection, BASF has entered into partnerships to further strengthen its position in the bio-based surfactants and actives market. One example is the technology cooperation with Holiferm Ltd, Manchester, United Kingdom. The focus here is on the development of fermentatively accessible glycolipids for home and personal care and industrial formulator applications. Our enzymes business enables us to pursue a targeted, accelerated marketing strategy and expand our portfolio for natural and bio- technological products. Furthermore, we are investing in natural and biological substances. BASF's biopharma business supports the biopharmaceutical industry by supplying the raw materials used to produce biological drugs. In addition, acquisitions complement our focus on emerging markets, new business models and sustainability trends in consumer markets. Future growth in our markets will be driven by trends like growing consumer awareness and the resulting demand for sustainable product solutions, natural and organic ingredients and their traceability. Moreover, the shift toward individualization and local production supports new players and business models. Digitalization, a focused technology and product portfolio, and close cooperation with our customers is crucial to meeting these dynamic market requirements both now and in the future. The above trends mean that the automotive industry is currently undergoing a fundamental transformation. As one of the largest chemicals suppliers to this industry, we will, as announced in December 2021, further strengthen our focus on battery materials and recycling and pursue an ambitious growth plan. We will also establish a new entity (BASF Automotive Catalysts and Recycling) within the Catalysts division for mobile emissions catalysts, auto- motive catalysts recycling and associated precious metal services. The carve-out process started in January 2022. The new organiza- Agricultural Solutions tional structure will prepare the business for the upcoming changes in the internal combustion engine market and allow for future strategic options. Nutrition & Care In the Nutrition & Care segment, we strive to expand our position as a leading provider of nutrition and care ingredients for consumer applications. We aim to enhance our capabilities in areas such as biotechnology and broaden our portfolio with bio-based and Farming is fundamental given that by 2050, the world's population is expected to increase by two billion people. In the Agricultural Solu- tions segment, we believe that the way forward for agriculture is to find the right balance and create value for the environment, society and business. While the demand for food, feed, fiber and energy is growing, natural resources are limited. Agriculture is a key enabler in providing enough healthy, affordable food and responding to changing consumer behavior while reducing the impact on the environment. Connected offer across technologies for farmers BASF Report 2021 The Materials segment develops new plastics applications, high-performance materials, systems and digital solutions. Our product portfolio is unique in the industry. We aim to grow mainly organically by differentiating ourselves from our competitors with our systems-oriented application expertise and industry knowl- edge, and creating maximum value in our isocyanate and polyamide value chains. Our advanced material simulation capabilities are a unique selling proposition in the industry and enable us to operate close to our customers. Polymer dispersions, Battery materials, resins coatings Innovation and sustainability focus Materials Industrial Chemicals Materials Solutions Surface Technologies Nutrition & Care Agricultural Solutions Catalysis Process technology Automotive industry Recycling and renewable raw materials Biosciences Formulation Digitalization and artificial intelligence Economies of scale in High-performance basic chemicals and plastics Additives platform Surface technology platform Ingredients for consumer products intermediates Improved and new processes Applications, recycled and bio- based materials Biotechnology, natural active ingredients, formulations 12 RESPONSE 2021 Have 80% of our suppliers 2024 Geismar, Louisiana Capacity expansion: MDI plants 2026 Zhanjiang, China Construction: engineering plastics plant 2022 Capacity expansion: production plant for sulfuric acid 2023 Capacity expansion: synthetic esters 2022 Construction: world-scale production plant for HMD Capacity expansion: antioxidants (IrganoxⓇ) Pasir Gudang, Malaysia Pontecchio Marconi, Italy Capacity expansion: production plant for acrylics dispersions Capacity expansion: antioxidants (IrganoxⓇ) 2021 Management's Report - Our Values and Global Standards Materials In the Materials segment, production capacities at the methylene diphenyl isocyanate (MDI) plants in Geismar, Louisiana, were suc- cessfully increased by one third following the construction of a new MDI synthesis unit, which was completed with the start of opera- tions in 2020. In the final phase, we plan to increase capacities to around 600,000 metric tons per year by 2026. With this gradual capacity expansion, we are supporting the continuing growth of our North American MDI customers. Surface Technologies Chennai, India Harjavalta, Finland Pinghu, China Schwarzheide, Germany Capacity expansion: light stabilizers (TinuvinⓇ NOR® 356) Capacity expansion: plant for mobile emissions catalysts Construction: precursor plant for cathode active materials New surface treatment site 2022 Chalampé, France 2025 Construction: neopentyl glycol plant 39 Chemicals Strategically, our investments concentrate on the growth markets to support the growth of our customers in China. In 2021, for exam- ple, we increased the production capacity for tertiary butylamine. Together with our partner Sinopec, we are pushing ahead with plans to further expand the site in Nanjing, China, to strengthen the joint production of chemical products in China. For instance, we plan to further expand our production capacities for propionic aldehyde, propionic acid, purified ethylene oxide, ethanolamines and ethylen- eamines, and build a new tert-butyl acrylate plant. The expanded and new plants are scheduled to come onstream in 2023. At our Verbund site in Antwerp, Belgium, we are significantly expanding our ethylene oxide plant. The project also includes several downstream plants, for example, to produce surfactants. The expansion is scheduled to come onstream in 2022. Overview of material investments Segment Chemicals Materials Industrial Solutions Jiaxing, China Jinshan, China Jurong, Singapore Location Project Capacity expansion: ethylene oxide plant Start-up 2022 Capacity expansion: 2-ethylhexanoic acid planta 2024 Capacity expansion: tertiary butylamine plant 2021 Capacity expansion: propionic aldehyde, propionic acid, purified ethylene oxide, 2023 ethyleneamines and ethanolamines plantsb Construction: tert-butyl acrylate plant 2023 Zhanjiang, China 2021 2022 2022 2021 2022 2021 BASF Report 2021 Management's Report - Material Investments and Portfolio Measures < > 40 40 new plant will increase BASF's annual HMD production capacity to 260,000 metric tons. Production is expected to start in 2024. Industrial Solutions In the Industrial Solutions segment, we are increasing global pro- duction capacity for the antioxidant Irganox® 1010 through a project to expand production at the site in Jurong, Singapore. With the completion of the project in 2022, BASF aims to better serve the growing demand from customers in Asia, Europe, the Middle East and Africa. In addition, we increased production capacity for the antioxidant Irganox® 1520L by 20% at the site in Pontecchio Marconi, Italy, in the first quarter of 2021. To meet the increasing demand for high-quality dispersions solu- tions in the growing ASEAN, Australian and New Zealand markets, we have doubled the production capacity for acrylics dispersions in Pasir Gudang, Malaysia. The additional capacities started up in the first quarter of 2021. We are currently building our third electronic- grade sulfuric acid plant in Jiaxing, China. This investment will more than double BASF's existing sulfuric acid production capacity in the country to serve the rapidly growing semiconductor industry. The site expansion is scheduled for completion in 2023. Surface Technologies production capacities in what are currently the main markets: China, Japan, North America and Europe. In addition, BASF announced in 2021 that it will build a battery recycling prototype plant in Schwarzheide, Germany. Startup is planned for 2023. The prototype plant will allow for the development of operating procedures and optimization of technology to deliver superior returns of lithium, nickel, cobalt and manganese from end- of-life lithium-ion batteries. Nutrition & Care In Ludwigshafen, Germany, we started up the expanded vitamin A production facilities for the Nutrition & Care segment in July 2021. We also invested in the expansion of alkoxylate capacities at the Verbund site in Antwerp, Belgium. By mid-2022, BASF will increase its capacities for methane sulfonic acid by around 65% in response to growing cross-industry demand, strengthening its position as a leading global producer. To this end, we are investing in the construction of a new methane sulfonic acid plant at the Ludwigshafen site in Germany. Methane sulfonic acid is an organic acid used in numerous applications ranging from chemical and biofuel synthesis to industrial cleaning and metal surface treatment in the electronics industry. We aim to expand our position as a leading and innovative provider Agricultural Solutions of battery materials and benefit from the strong growth in this market segment. A global, customer-focused production network for bat- tery materials is crucial here. Construction of our new production plant for cathode materials in Schwarzheide, Germany, continued as planned in 2021. The new plant will use precursors from the production facility under construction in Harjavalta, Finland. The two plants are scheduled for startup in 2022 and will produce cathode active materials for around 20 gigawatt hours of cell capacity per year. With these investments in Finland and Germany, BASF aims to become the first cathode active materials supplier with local The investment in a formulation hub for crop protection products in Singapore will, from 2022 onward, ensure that multiple formulation technologies are produced in close proximity to farmers in Asia Pacific. We also invested in the expansion of our production site in Sparks, Georgia, establishing a new formulation plant for seed treatment products, which came into operation in 2021. At the Nunhem site in the Netherlands, we continued the expansion of our breeding facilities for vegetable seeds with a state-of-the-art tomato greenhouse, which has been available since 2021. Further investments were made in the modernization of site infrastructure in North America. To meet continuing high demand for our innovative solutions in the future, between 2022 and 2026, we will invest more than €950 million in developing and expanding our infrastructure, including state-of-the-art R&D facilities, and in our production and formulation capacities for active ingredients as well as for seed solutions. For more information on our segments, see page 72 onward Good to know New Verbund site in Zhanjiang Based on its goal of net zero emissions by 2050, BASF has made further progress toward reducing its carbon footprint. In June 2021, we signed a purchase agreement for renewable electricity with China Resources Power, Hong Kong, China, under the new Guangdong renewable energy trading rules in China. This will enable us to run the first plants at BASF's new Verbund site in Zhanjiang entirely on renewable energy. The new plants are scheduled for startup in late 2022. This is a significant step toward transforming of our energy supply in China. Discover the smart Verbund site in Zhanjiang, China, at basf.com/zhanjiang 2021 Management's Report - Material Investments and Portfolio Measures 2022 Modernization of site infrastructure Construction: cathode active materials plant Construction: battery recycling prototype plant 2022 2023 Nutrition & Care Antwerp, Belgium Capacity expansion: alkoxylates 2018-2022 Düsseldorf, Germany Jinshan, Chinac Ludwigshafen, Germany Gradual upgrade of production plants in accordance with the Good Manufacturing Practice Standard issued by the European Federation for Cosmetic Ingredients (EFFCI) New production line: UV filters 2023 2023 Capacity expansion: production plant for methane sulfonic acid 2022 The construction of the first plants at our smart Verbund site in Zhanjiang, China, is in progress. The new plants are scheduled to come onstream in 2022. They will produce engineering plastics and thermoplastic polyurethane (TPU) to serve the increasing needs of various growth industries in the southern China market and in other Asian markets. BASF is investing in a new world-scale production plant for hexamethylenediamine (HMD) at the Chalampé site in France. The Agricultural Solutions Sparks, Georgia Modernization of site infrastructure Expansion of breeding facilities for vegetable seeds New formulation hub for crop protection products New facility for seed treatment formulations a Operated by a fully consolidated joint venture with Petronas Chemicals Group Berhad b Operated by a joint venture with Sinopec с This project was relocated from Kaohsiung, Taiwan, to Jinshan, China. Capacity expansion: production plant for vitamin A 2021 Beaumont, Texas Hannibal, Missouri Nunhem, Netherlands Singapore 2022 Limited assurance BASF Report 2021 1 Additions to property, plant and equipment excluding acquisitions, restoration obligations, IT investments and right-of-use assets arising from leases RESPONSIBL АНО ЗАМЕТАЛЛОН QO Limited assurance Reduce the worldwide lost-time injury rate per 200,000 working hours to ≤0.1 by 2025 Introduce sustainable water management at our production sites in water stress areas and at our Verbund sites by 2030 2021 2021 status target 12 REPORELE 82%¹ SDG SDG 37 32 Limited assurance Increase the proportion of women in leadership positions with disciplinary responsibility to 30% by 2030 Limited assurance More than 80% of our employees feel that at BASF, they can thrive and perform at their best 7 Reduction target >80% 6 CLEAN WATER SDG 100% improve their sustainability performance upon re-evaluation Resource efficiency and safe production 2021 status 0.3 2021 status 0.3 2025 target SDG 8 DECENT WORK AND AND SANITATION <0.1 Limited assurance Reduce worldwide process safety incidents per 200,000 working hours to ≤0.1 by 2025 Employee engagement and diversity 2030 target 2021 30% status 25.6% 8 2025 target <0.1 SDG 2021 status 53.5% 2030 target 1 We regularly calculate the employee engagement level. The most recent survey was conducted in 2020. The next survey is planned for spring 2022. BASF Report 2021 Management's Report - Material Investments and Portfolio Measures Material Investments and Portfolio Measures 53% Europe Invest- ments Acquisi- tions Total Intangible assets 78 392 470 of which goodwill 254 254 Property, plant and equipmenta 4,078 332 4,410 Total 4,156 725 4,881 a Including restoration obligations, IT investments and right-of-use assets arising from leases Investments in the segments and regions Investments in property, plant and equipment amounted to €4,078 million in 2021 (2020: €3,516 million). Capex accounted for €3,363 million of this amount (2020: €2,878 million). Our invest- ments in 2021 focused on the Chemicals, Materials, Surface Technologies and Nutrition & Care segments. 21% North America a Including restoration obligations, IT investments and right-of-use assets arising from leases €4,078 million 2 Major growth projects are the construction of our future Verbund site in Zhanjiang, China, as well as our battery materials activities. Asia Pacific South America, Africa, Middle East In addition to innovations, investments make a decisive contribution toward achieving our ambitious growth and climate protection goals. We use targeted acquisitions to supplement our organic growth. Our focus is on innovation-driven growth areas and sustainable technologies. ☑ 38 38 At a glance €3.4 billion Capex¹ in 2021 €25.6 billion Capex planned for 2022 to 2026 By investing in our plants, we create the conditions for the profitable growth we strive for and continuously improve the efficiency of exist- ing production processes. Investments in new technologies and in the transformation of our energy supply will help to achieve our growth targets and our ambitious climate targets. For the period from 2022 to 2026, we are planning capital expenditures (capex)1 totaling €25.6 billion, including €12.9 billion for our major growth projects.² For more information on our investments from 2022 onward, see page 150 Investments and acquisitions 2021 Million € With a world market share of over 45%, China is already the largest chemical market and will drive growth in global chemical production to an even greater extent in the future. We expect China's share to increase to over 50% by 2030. To further strengthen our position in Asia, we plan to build a new integrated Verbund site in Zhanjiang in the southern Chinese province of Guangdong. The first plants started construction in 2020, and we made further progress on these in 2021. They are scheduled for startup in 2022. We will also expand the Verbund site we operate together with Sinopec in Nanjing, China, by 2023. In addition, we are refining our portfolio through acquisitions that promise above-average profitable growth as part of the BASF Ver- bund to help reach a relevant market position. A key consideration is that these are innovation-driven or offer a technological differen- tiation, and make new, sustainable business models possible. Investments and acquisitions alike are prepared by interdisciplinary teams and assessed using various criteria. In this way, we ensure that economic, environmental and social concerns are included in strategic decision-making. Additions to property, plant and equipment by segment in 2021 28% Chemicals 17% Materials 9% Industrial Solutions 16% Nutrition & Care €4,078 million 8% Agricultural Solutions 4% Others (infrastructure, R&D) 18% Surface Technologies Additions to property, plant and equipment by region in 2021 2% 24% BASF Report 2021 Management's Report - In Focus: Global Trends We strengthen existing research focus areas and continually develop new key technologies that are of central significance for our operat- ing divisions, such as polymer technologies, catalyst processes or biotechnological methods. Sustainability is at the core of what we do and a driver for growth and value. Analyzing our contributions to sustainability also enables us to manage risks effectively. We pursue a holistic sustainability approach that covers the entire value chain – from our suppliers and our own activities to our customers. We have formulated commit- ments for our conduct along the value chain and underpinned these with corresponding targets and measures (see page 36). ■ Strategic guidelines on stakeholder management and our societal engagement ■ Sustainability aspects integrated into corporate steering ■ Targets for climate protection, product portfolio, circular economy, procurement, safety and employees At a glance Our strategic approach 45 < > We implement our corporate purpose - We create chemistry for a sustainable future - by systematically incorporating sustainability into our strategy, our business, and into our assessment, steering and compensation systems. We secure our long-term success with products, solutions and technologies that create value added for the environment, society and the economy. 102, 103, 203, 304, 412, 413, 415, 416 GRI Our Sustainability Concept] Management's Report - Our Sustainability Concept BASF Report 2021 Sales of solutions for the circular economy by 2030 €17 billion Recycled and waste-based raw materials processed every year from 2025 250,000 metric tons Our circular economy targets For more information on sustainable solutions and the circular economy, see page 141 onward For more information on recycled raw materials, see page 115 onward In addition, we are developing innovative products and tech- nologies in many areas that will increase the service life of materials or their recyclability and compostability. One example is additives for the mechanical recycling of plastics. A Group-wide co-funding pro- gram supports our employees in developing new business models for the circular economy - from the initial idea to market launch. Our target: By 2030, we want to double our sales of solutions for the circular economy to €17 billion. These are products that are based on alternative raw materials, that close material loops or increase the resource efficiency and durability of products. ] the recovery of valuable metals from spent batteries and catalytic converters. For example, we already use bio-based and renewable raw mate- rials in our production (see page 113). To further reduce the resource and carbon footprints of our products and solutions, we will align our raw material base even more strongly toward recycled and renewable raw materials. For instance, we aim to process 250,000 metric tons of recycled and waste-based raw mate- rials in our production plants annually from 2025. Together with partners, we are analyzing waste streams and raw material sources to find the best solution and develop suitable, innovative processes (see page 115). This is the case, for example, in the chemical recy- cling of used tires and different types of plastics, where we can feed recovered raw materials such as pyrolysis oil or monomers back into our Verbund structure at different points. Another example is [The concept of conserving resources, recycling and feeding waste back into the system is not new for BASF. As early as 1865, it under- pinned the foundation of our company: At that time, Friedrich Engelhorn pursued the idea of producing synthetic dyes from coal tar - a waste product - and organizing production efficiently in an integrated Verbund structure. We are still committed to this tradi- tion today and are aligning our actions more strongly than ever with circularity. The chemical industry is doubly important for the transi- tion to a circular economy. Firstly because many value chains start here. And secondly because many products and technologies based on chemistry help to close loops. That is why both aspects - switching to renewable raw materials and innovations for more circularity are core elements of our Circular Economy Program. Together with partners, BASF is developing innovative products and technologies to improve recyclability and enable resources to be fed back into the system in the future. One example is chemical recycling. Find out more about how used tires and mixed plastic waste are converted into new raw materials in the online report at report.basf.com. 44 44 Based on our corporate strategy and the global targets derived from this, we steer the sustainability targets (reduce absolute CO2 emissions by 25% by 2030 compared with baseline 2018 and achieve €22 billion in Accelerator² sales by 2025) as most important key performance indicators. To this end, we have established the necessary steering mechanisms and control systems at Group level. Our global activities to reduce greenhouse gas emissions include using renewable energies for both electricity and steam production, developing and applying new low-carbon production processes, < > using renewable raw materials, and ongoing measures to further increase energy and resource efficiency in our production (see page 126). We use the Sustainable Solution Steering method to improve the sustainability contributions of our product portfolio along the value chain (see page 141). To assess the sustainability performance of our products and identify solutions with a substantial sustainability contribution in the value chain, we regularly reassess our product portfolio. We already reached our 2025 sales target for Accelerator products in 2021. Consequently, we will update our product portfolio steering target over the course of 2022. We have also set up a project organization to achieve our climate protection targets. The new Net Zero Accelerator unit concentrates on implementing and accelerating projects on low-carbon produc- tion technologies, the circular economy and renewable energies. - Monetization of positive and Value to Society method: our stakeholders Relevance for Prioritization and grouping in internal workshops Impact on BASF Impact of BASF - External inquiries - Value to Society results - Prior materiality analyses Complete list of potentially relevant topics (around 100) based on BASF evaluation approach Materiality dimension Identifying and assessing sustainability topics¹, 2 We systematically evaluate sustainability criteria, including the effects of climate change, as an integral part of decisions on acqui- sitions and investments in property, plant and equipment or financial assets. In this way, we not only assess economic dimensions, but also the potential impacts on areas such as the environment, human rights or the local community. We evaluate both the potential impacts of our activities here as well as which effects we are exposed to. The Board of Executive Directors and the Supervisory Board are regularly briefed on the current status of individual sustainability topics. The Board of Executive Directors incorporates the results and recommendations from sustainability evaluations of business processes into its decisions, for example, on proposed investments and acquisitions. It makes decisions with strategic relevance for the Group and monitors the implementation of strategic plans and tar- get achievement. The Corporate Sustainability Board, which is composed of heads of business and Corporate Center units and regions, supports the Board of Executive Directors on sustainability topics and discusses operational matters. A member of the Board of Executive Directors serves as chair. The new Net Zero Accelerator project organization has reported directly to the Chairman of the Board of Executive Directors since January 2022. It focuses on the further acceleration and implemen- tation of existing and new projects to achieve CO2 reduction targets at company level worldwide and drives them forward. We are constantly working to broaden our contributions to key sustainability topics and reduce the negative impact of our busi- ness activities. Together with decentrally organized specialists, the Corporate Strategy & Sustainability unit in the Corporate Center is responsible for integrating sustainability into core business activities and decision-making processes. This unit's tasks include the global steering of climate-related matters. Our organizational and management structures Management's Report - Our Sustainability Concept BASF Report 2021 1 The target includes Scope 1 and Scope 2 emissions. Other greenhouse gases are converted into CO₂ equivalents in accordance with the Greenhouse Gas Protocol. In March 2021, we replaced our previous target of CO2-neutral growth until 2030 (baseline 2018: 21.9 million metric tons of CO₂e) with a new, more ambitious climate protection target to reduce absolute CO2 emissions by 25% compared with 2018 (new target: 16.4 million metric tons of CO₂e). 2 Accelerator products make a substantial sustainability contribution in the value chain. For more information on the metastudy on sustainability trends, see basf.com/sustainability-trends For more information on our materiality analysis, see basf.com/materiality We identify key sustainability topics with our comprehensive mate- riality analysis. The graphic on page 46 shows how we assess relevant topics. Here, we take into account topics that we have an impact on, topics that have an impact on us, and topics that our stakeholders consider important to us. The topics identified based on these three dimensions of materiality are: climate and energy, health and safety / product stewardship, water, emissions to air and soil, resource efficiency and waste, biodiversity, human rights, employment and diversity. especially SDG 2 (Zero hunger), SDG 5 (Gender equality), SDG 6 (Clean water and sanitation), SDG 7 (Affordable and clean energy), SDG 8 (Decent work and economic growth), SDG 12 (Responsible consumption and production) and SDG 13 (Climate action). To prioritize these, internal experts assessed the impacts and positive contributions of our products, our corporate targets and strategic action areas. The Value to Society method is used to measure the contribution of our activities along the value chain. This assesses our positive and negative impacts on the environment, society and the economy (see page 47). As a co-founder of the U.N. Global Compact and a recognized LEAD company, we contribute to the implementation of the United Nations' Agenda 2030. Our products, solutions and technologies help to achieve the U.N. Sustainable Development Goals (SDGs), In addition to the climate protection and Accelerator sales targets, we have set ourselves further sustainability goals. A particular focus is the circular economy due to its strong connection to climate pro- tection. We have defined further targets on water management, responsible procurement, engaged employees, women in leadership positions, occupational health and safety, and process safety. As the world's population grows, so does demand for limited natural resources. At the same time, many recyclable materials end up in landfill or in waste incineration. New concepts are needed to decouple growth from resource consumption. Reduce, reuse and recycle are the keywords of this transition to a system of more sustainable product cycles with less resource consumption and lower carbon emissions. Thinking and Acting Circular In focus: 42 < > Creating long-term value as a company means more than generating earnings that cover the cost of capital employed. Our steering concept encourages and supports all employees in thinking and acting entrepreneurially. Our key financial management indicator is the return on capital employed (ROCE). The BASF Group's most important nonfinancial key performance indicators are CO2 emissions and Accelerator sales. Our Steering Concept Management's Report - Our Steering Concept BASF Report 2021 1 The transaction is not reported as an acquisition in the Notes to the Consolidated Financial Statements as according to IFRS 3.2b, it does not fall within the scope of IFRS 3. On December 28, 2021, BASF reached an agreement to divest its production site in Quincy, Florida, and the associated attapulgite business to Clariant for a purchase price of $60 million. The Quincy facility employs around 75 employees and manufactures clay-based mineral products used in a variety of industrial applications. The transaction affects the Dispersions & Resins division and is expected to close in the summer of 2022, subject to the approval of the relevant antitrust authorities. On December 6, 2021, BASF and Allianz Capital Partners, on behalf of Allianz Insurance Companies (Allianz), announced that they had reached an agreement on the purchase of 25.2% of the Hollandse Kust Zuid (HKZ) wind farm by Allianz. This follows a transaction between Vattenfall and BASF under which BASF acquired 49.5% of HKZ from Vattenfall on September 1, 2021. BASF will continue to receive most of the power produced by its originally acquired share of 49.5% of HKZ under a long-term fixed-price corporate power purchasing agreement. The transaction is expected to close in the first quarter of 2022, subject to the approval of the relevant merger control authorities. BASF's Performance Chemicals division and has approximately 440 employees in North America, Europe and Asia. The divestiture comprises the production hub with sites in Daveyville, Toddville, Edgar, Gordon and related mines, reserves and mills in Toomsboro and Sandersville in Georgia. The refinery catalysts operations located at the same site are not part of the divestiture. Pending approval by the relevant authorities, closing of the transaction is expected in the second half of 2022. On November 18, 2021, BASF and KaMin LLC. / CADAM S.A. (KaMin) signed an agreement to sell BASF's kaolin minerals business to KaMin, a global performance minerals company headquartered in Macon, Georgia. Currently, the kaolin minerals business is part of Agreed transactions On November 30, 2021, we completed the sale of the precision microchemicals business to Entegris. The transaction included fixed assets and inventories. The purchase price amounted to $90 million. The precision microchemicals business was part of the Surface Treatment business unit of BASF's Coatings division, operating under the Chemetall brand. On November 9, 2021, BASF and Clayton, Dubilier & Rice sold their shares in Solenis to Platinum Equity, a private equity company based in Beverly Hills, California. With over 5,200 employees, Solenis serves customers in water-intensive industries by helping them solve complex water treatment and process improvement challenges. BASF held a 49% share in Solenis after transferring its paper and water chemicals business to the company in February 2019. This was reported as a non-integral investment accounted for using the equity method. The remaining 51% of the shares were held by funds managed by Clayton, Dubilier & Rice, and by Solenis management. The purchase price attributable to BASF was €1.1 billion. For more information on this divestiture, see Note 3 to the Consolidated Financial Statements from page 209 onward On June 30, 2021, we closed the divestiture of our global pigments business to the Japanese fine chemical company DIC, Tokyo, Japan. The business transfer agreement, which affected around 2,500 employees, was signed on August 29, 2019. The purchase price on a cash and debt-free basis was €1.15 billion. The Disper- sions & Pigments division was renamed Dispersions & Resins following the transaction closing. On May 31, 2021, BASF completed the sale of its production site in Kankakee, Illinois, to a subsidiary of One Rock Capital Partners, LLC. The agreement also includes the vegetable-oil-based sterols and natural vitamin E business as well as the anionic surfactants and esters produced at the Kankakee site. The purchase price was €177 million. The transaction affected the Nutrition & Health and Care Chemicals divisions. Divestitures Following approval of the relevant authorities, we completed the purchase of 49.5% of Vattenfall's Hollandse Kust Zuid wind farm on September 1, 2021.1 The purchase price was €0.3 billion. Wind farm construction began in July 2021. Once fully operational in 2023, the wind farm will be the largest commercial offshore wind farm in the world. This wind farm does not receive any subsidies for the power produced. On December 6, 2021, BASF and Allianz Capital Partners announced that they had reached an agreement on the purchase of a 25.2% interest by Allianz Capital Partners (see "Agreed transactions"). For more information on this acquisition, see Note 3 to the Consolidated Financial Statements from page 207 onward On August 31, 2021, BASF and Shanshan announced the formation of BASF Shanshan Battery Materials Co., Ltd. The newly formed entity is majority-owned by BASF (BASF 51%; Shanshan 49%). It has four sites in Hunan and Ningxia, China, with more than 1,600 employees. BASF Shanshan Battery Materials Co., Ltd. will focus primarily on the rapidly growing electric vehicle (EV) market while serving global consumer electronic and energy storage market segments. The business is a part of the Catalysts division. Acquisitions 41 Κ Σ Management's Report - Material Investments and Portfolio Measures BASF Report 2021 50 42 Our financial targets follow a steering concept that is aligned with our values. The return on capital employed (ROCE) is used as the key target and management indicator for the BASF Group. As stated in our strategic goals, we aim to achieve a ROCE consider- ably above the cost of capital percentage every year. With ROCE, the same logic and data is used for our value-based management, external communication with the capital markets and variable compensation. This means we use the same yardstick for internal management, employee incentivization and our shareholders' expectations. As part of our corporate strategy and the sustainability targets derived from this, we have also used CO2 emissions and Accelerator sales as the most important nonfinancial key performance indicators since the 2020 business year. Two targets are based on these indicators: sustainability-oriented portfolio management with our Sustainable Solution Steering method and reducing absolute CO2 emissions. We reached our Accelerator sales target in 2021, earlier than planned. Consequently, we will adjust our portfolio steering target over the course of 2022. Calculating ROCE and cost of capital Management's Report - In Focus: Circular Economy BASF Report 2021 33 43 < > 1 The definition of the relevant portfolio and further information can be found in the Sustainable Solution Steering manual at basf.com/en/sustainable-solution-steering EBIT before special items is used to steer profitability at Group and segment level. This is calculated by adjusting the EBIT reported in the Consolidated Financial Statements for special items, making it especially suitable for assessing economic development over time. Special items arise from the integration of acquired businesses, from restructuring measures, certain impairments, gains or losses resulting from divestitures and sales of shareholdings, and other expenses and income that arise out- side of ordinary business activities. - In addition to ROCE as the BASF Group's most important financial key performance indicator, we use EBIT before special items and capex (capital expenditure) as key performance indicators that have a direct impact on ROCE and as such, support its management. An important part of our value management is the target agreement process, which aligns individual employee targets with BASF's targets. The most important financial performance indicator in the operating units is ROCE. The other units' contribution to value is also assessed according to effectiveness and efficiency on the basis of quality and cost targets. To assess this, we use metrics such as BASF's internal service score in the service units. Value-based management throughout the company For more information on the development of these indicators, see Results of Operations from page 56 onward Furthermore, we comment on and forecast sales at Group and segment level in our financial reporting as a significant driver for EBIT before special items and thus ROCE. negative effects along the value chain - Topics with impacts that cannot be expressed in monetary terms included based on relevance for external stakeholders and on assessments of internal experts Capital expenditures (capex) are used to manage capital employed in the BASF Group. These comprise additions to property, plant and equipment excluding additions from acquisi- tions, IT investments, restoration obligations and right-of-use assets arising from leases. Capex is not just relevant to ROCE management, but also supports our long-term goal of increasing our dividend each year based on a strong free cash flow. Calculation of Accelerator sales¹ Management's Report - Our Steering Concept BASF Report 2021 1 In March 2021, we replaced our previous target of CO2-neutral growth until 2030 (baseline 2018: 21.9 million metric tons of CO₂e) with a new, more ambitious climate protection target to reduce absolute CO2 emissions by 25% compared with 2018 (new target: 16.4 million metric tons of CO₂e). For more information on CO2 emissions and our climate protection targets, see page 126 onward We set ourselves even more ambitious targets with our roadmap to climate neutrality, which we presented in March 2021: Compared with the 2018 baseline, we want to reduce greenhouse gas emissions by 25% by 2030.1 We aim to achieve net zero emissions (Scope 1 and Scope 2) by 2050. We calculate our absolute CO2 emissions on the basis of green- house gas emissions, which are the sum of direct emissions from production processes and the generation of steam and electricity (Scope 1), as well as indirect emissions from the purchase of energy (Scope 2). Direct emissions from the generation of energy for third parties are not considered here. Relevant emissions include other greenhouse gases according to the Greenhouse Gas Protocol, which are converted into CO2 equivalents. Calculation of CO2 emissions based on the financing costs of the BASF Group. The cost of capital percentage for 2022 is 9% (2021: 9%). We have integrated the cost of capital percentage into our ROCE target as a comparative figure. This is determined using the weighted cost of capital from equity and borrowing costs (weighted average cost of capital, WACC). To calculate a pre-tax figure similar to EBIT, the cost of capital is adjusted using the projected tax rate for the BASF Group for the business year. In addition, the projected net expense of Other is already provided for by an adjustment to the cost of capital percentage. The cost of equity is ascertained using the capital asset pricing model. Borrowing costs are determined The cost of capital basis is calculated using the month-end figures and consists of the operating assets of the segments. These com- prise the current and noncurrent asset items of the segments, including tangible and intangible fixed assets, integral investments accounted for using the equity method, inventories, trade accounts receivable, other receivables and other assets generated by core business activities and, where appropriate, the assets of disposal groups. The cost of capital basis also includes customer and sup- plier financing. To calculate the EBIT of the segments, we take the BASF Group's EBIT and deduct the EBIT of activities recognized under Other, which are not allocated to the divisions. ROCE is calculated as the EBIT of the segments as a percentage of the average cost of capital basis. For more information on sustainability-oriented portfolio management, see page 141 onward - Business units surveyed as part of strategy development Accelerator sales refer to sales generated by the BASF Group from products in our strategic portfolio to third parties in the business year concerned. Accelerator products make a substantial sustain- ability contribution in the value chain. In line with our corporate strategy, we set ourselves the global target of achieving €22 billion in Accelerator sales by 2025. This target was already achieved in 2021. Consequently, we will adjust our portfolio steering target over the course of 2022. Material topics 41% Agricultural Solutions Corporate research, Other Research and development expenses by segment 2021 Million € 17% We will continue to use corporate funding to finance research of broad relevance to the BASF Group that goes beyond the industry- specific focus of the individual operating divisions. We have already brought our research and development units closer together over the past few years. We will reorganize our global research activities in 2022 to further strengthen our innovation performance and respond to our customers' industry-specific requirements even better and more quickly going forward. Business and application-driven research units that are currently allocated to the three corporate research divisions will be integrated into the operating divisions, aligning them even more closely with the needs of our customers. The aim is to further shorten the time to market for new products and accelerate BASF's organic growth. Research activities that are relevant to several operating divisions will be bundled in a central research division steered from Ludwigshafen, Germany. This unit will continue to be globally organized with research centers in Europe, North America and Asia Pacific. Together with the development units in our operating divisions, it forms the core of our global Know-How Verbund. Our central research is currently divided into three global divisions, run from Europe, Asia Pacific and North America: Process Research & Chemical Engineering (Ludwigshafen, Germany); Advanced Materials & Systems Research (Shanghai, China); and Bioscience Research (Research Triangle Park, North Carolina). [In 2021, we generated sales of over €11 billion with products launched on the market in the past five years that stemmed from research and development activities.] In the long term, we aim to continue significantly increasing sales and earnings with new and improved products - especially with products that make a substan- tial sustainability contribution in the value chain (see page 141). Our innovation focus is on developing sustainable solutions for our customers. We ensure our long-term competitiveness by helping our customers reduce their carbon footprint, use resources more efficiently, or manufacture products in a more environmentally friendly way and to recycle them, to name a few examples. Our research and development expenses amounted to €2,216 million in 2021 (2020: €2,086 million). Research and development activities in our operating divisions, which is mainly application and customer-related, accounted for 83% of this figure. Corporate research, in which we bundle cross-divisional and long- term topics, was responsible for 17% of these expenses. Innovation has always been the key to BASF's success. The knowl- edge and skills of our highly qualified employees is our most valuable resource here and the source of our innovative strength. We had approximately 10,000 employees involved in research and devel- opment worldwide in 2021. Close cooperation with universities, research institutes and companies Close cooperation between research and business units Focus on customers' needs and requirements ■ New patents filed Research and development expenses ~820 €2.2 billion At a glance < > 49 40 Protecting our climate and making the best use of limited natural resources while supplying the fast-growing global population with food, energy and clean water are among the greatest challenges of our time. Innovations based on chemistry play a pivotal role in overcoming these. That is why we are working together with our customers on innovative processes, technologies and products for a more sustainable future. 102, 302, 305 GRI Innovation Management's Report - Innovation BASF Report 2021 48 €2,216 million 48 4% Chemicals Materials 8% Industrial Solutions 13% Surface Technologies We promote creative and agile research approaches. We are driving forward the development of new business areas. For example, we are developing innovative coating technologies and materials that make innovative surfaces and functions possible. Functional films can be used to reduce the frictional resistance of surfaces or improve UV protection and weather resistance, for example. Our innovative solutions help our customers to achieve their sustainability goals. - Positive and negative effects of individual As part of our Carbon Management R&D Program, we are carrying out intensive research into pioneering, low-carbon production pro- cesses for basic chemicals such as hydrogen (see page 132). This will enable us to offer our customers products with a lower carbon footprint in the future. Employees in research and development - ~10,000 Our global research and development presence - and its effec- tiveness is vital to our long-term success. This enables us to respond to the needs and requirements of the regional markets in a differentiated way and leverage growth potential. The Ludwigshafen site in Germany is and will remain the largest in our Research Verbund. Investments there include a combined labo- ratory building for cleanroom and elemental analysis. The new building's modern digitalization and automation solutions set new standards in safety and efficiency. It is scheduled to open in 2022. In addition, we will build a new Catalyst Development and Solids Processing Center in Ludwigshafen, Germany, by 2024 to bring process innovations and new chemical catalysts to market faster. We want to continue advancing our research and development activities, especially in Asia. For instance, in 2021 we started the third expansion phase for the BASF Innovation Campus in Shanghai, China. With this expansion, BASF will strengthen its research and development capabilities for advanced materials and systems as well as for chemical engineering. Construction is expected to be completed by the end of 2022. A strong presence outside Europe creates new opportunities for developing and expanding our customer relationships and scientific collaborations as well as for gaining access to talented employees. This strengthens our Research and Development Verbund and makes BASF an even more attractive partner and employer. The number and quality of our patents also attest to our power of innovation and long-term competitiveness. In 2021, we filed around 820 new patents worldwide. The Patent Asset Index, a method that compares patent portfolios, once again ranked us among the lead- ing companies in the chemical industry in 2021. For more information on innovation, see basf.com/innovations Global network Our global network of top universities, research institutes and com- panies forms an important part of our Know-How Verbund. It gives us direct access to external scientific expertise, talented minds from various disciplines as well as new technologies - and helps us to quickly develop targeted, marketable innovations, strengthen our portfolio with creative new projects, and in this way, reach our growth targets. Our eight academic research alliances bundle partnerships with several research groups in a region or with a specific research focus. Eight Academic Research Alliances Access to scientific expertise, talented minds and new technologies The Northeast Research Alliance (NORA) and the California Research Alliance (CARA) are located in the United States. NORA focuses on materials science and biosciences, catalysis research, digitalization and cooperation with startups. Teams at the interdisci- plinary CARA research center are working on new functional mate- rials, formulations, digital methods, catalysis, chemical synthesis, and in engineering sciences and biosciences. The Joint Research Network on Advanced Materials and Systems (JONAS) is active in Europe and concentrates on supramolecular chemistry, polymer chemistry and the incubation of sustainable technologies. We are working on innovative components and mate- rials for electrochemical energy storage with the Karlsruhe Institute of Technology (KIT) at the Battery and Electrochemistry Laboratory (BELLA). At the joint Catalysis Research Laboratory (CaRLa), BASF is researching homogeneous catalysis in cooperation with the Uni- versity of Heidelberg. BasCat is a joint laboratory operated by the UniCat cluster of excellence and BASF at the Technical University of Berlin, where new heterogenous catalysis concepts are being explored together with the Fritz Haber Institute of the Max Planck Society, also based in Berlin. The iL (Innovation Lab) in Heidelberg, Germany, focuses on functional printing, printed sensors and loT (internet of things) applications. At the Network for Asian Open Research (NAO) in the Asia Pacific region, research focuses on polymer and colloid chemistry, cataly- sis, machine learning and smart manufacturing. [The Academic Research Alliances are complemented by coop- erative partnerships with around 280 universities and research insti- tutes as well as collaborations with a large number of companies.] For more information on our collaboration initiatives, see basf.com/innovate-with-us 50 Κ Σ BASF Report 2021 Nutrition & Care 8% 9% < > Management's Report - Innovation Health protection Our stakeholder management For more information on our sustainability tools, see basf.com/en/measurement-methods For more information on value balancing alliance e.V., see value-balancing.com For more information on this method and the results of Value to Society, see basf.com/en/value-to-society be piloted by all member companies and the results will be fed back to the VBA for further development. The method developed by the VBA was enhanced and refined on the basis of feedback from the scientific community and member companies. Amendments include the addition of two social indica- tors and the calculation of downstream impacts, as well as revisions to financial indicators, for example. This enhanced method will again We are a founding member of the value balancing alliance e.V. (VBA) and have contributed our knowledge and experience to this cross- industry initiative. We support the development of an accounting and reporting standard that makes the value companies provide to society transparent and comparable. The aim is to present the finan- cial, ecological, and social impacts of business activities on the basis of a standardized framework. The VBA is supported by major audit- ing firms, the Organisation for Economic Co-operation and Develop- ment (OECD), leading universities and other partners. Together with the OECD and the Business for Inclusive Growth (B4IG) coalition, we are pushing to further expand the social indicators. Here, BASF leads the Impact Measurement working group together with partners. Through the VBA, we are involved in the E.U.'s Platform on Sustainable Finance. Together with the VBA and other partners, we supported the establishment of the International Sustainability Standard Board (ISSB), are involved in the work of the World Eco- nomic Forum (WEF) and are part of the G7 Impact Taskforce. Our Corporate Finance unit is also involved in the work of the European Financial Reporting Advisory Group's (EFRAG) Project Task Force on European sustainability reporting standards. Overall, the Value to Society method helps us to continually monitor our progress. It complements existing concepts for assessing risks and business opportunities by providing a macro perspective and enables us to derive the necessary business steps. We want to holistically capture the value we contribute to society along the value chain and make this transparent. However, there are still no uniform, global standards for measuring and reporting on companies' overall impact that cover economic, environmental and social aspects of business activities along the value chain. This is why we developed the Value to Society method in 2013 together with external experts. We can use this methodological approach to compare the significance of financial and sustainability-related impacts of our business activities on society and show their interde- pendencies. The results illustrate the positive contributions and negative effects, both at BASF and in our value chains. Positive fac- tors include taxes paid, wages, social benefits, employee training and our net income.1 Negative contributions include environmental impacts such as carbon emissions, land use and emissions to air, soil and water, as well as health and safety incidents. The positive impacts of our economic activities declined in 2020,² primarily due to the economic conditions caused by the coronavirus pandemic, which led to lower economic value added. In addition, higher water consumption and increased land use in supplier and customer industries had a greater impact on the environment. We already have many years of experience in this area from evaluat- ing our products and processes using methods such as Eco- Efficiency Analyses, the SEEbalance® Socio-Eco-Efficiency Analysis, our Sustainable Solution Steering portfolio analysis, BASF's corpo- rate carbon footprint or the calculation of Product Carbon Footprints. We are aware that our business activities can have both positive and negative impacts on the environment and society. We aim to increase our positive contributions and minimize the negative impacts of our business activities. To achieve this, we need to under- stand how our actions and our products impact society and the environment. Measuring sustainable value added 47 < > Management's Report - Our Sustainability Concept 46 46 < > For more information on compensation structures, see the compensation report at basf.com/compensationreport For more information on the organization of our sustainability management, see basf.com/sustainabilitymanagement developing recommendations on how the SDGs should be consid- ered in financial decisions and in interactions with investors. For more information on our financial and sustainability targets, see pages 36 and 37 For more information on our risk management, see pages 151 to 160 In 2018, we established our Sustainable Finance Roundtable, which discusses topics related to sustainable finance. Here, experts from departments such as Finance, Corporate Strategy, Investor Rela- tions and Communications discuss upcoming new legal require- ments. The interdisciplinary group analyzes the steadily growing requirements, assesses the impact on BASF and drives forward the necessary change processes as well as the concrete implementa- tion of measures. In a U.N. Global Compact task force, we are 1 Our stakeholders also confirmed the materiality of the nonfinancial topics that the Value to Society method identified as having an impact along the value chain. 2 Quantitative thresholds for defining material topics have not been set due to the complexity of the assessment methods used for each dimension of materiality. The final list of topics is based on an expert comparison of the results of all the assessment approaches described. by surveys and interviews with external experts - Results complemented and confirmed - Big data analysis based on external publications Opportunities for professional development sustainability trends on the businesses analyzed based on meta-study Our stakeholders include customers, employees, investors, sup- pliers, the communities surrounding our sites, and representatives from industry, academia, politics and society. Parts of our business activities, such as the use of certain new technologies or our envi- ronmental impacts, are often viewed by stakeholders with a critical eye. We take these questions seriously, initiate dialogs and partici- pate in discussions. Such ongoing exchange with our stake- holders helps us to even better understand what matters to groups of society, what they expect of us and which measures we need to pursue in order to establish and maintain trust, build partnerships, and increase societal acceptance for and the sustainability of our business activities. In doing so, we want to harness potential for mutual value creation and strengthen societal acceptance of our business activities. For important topics, we systematically identify key stakeholders at an early stage to discuss critical questions with them. Relevant considerations here include their topic-specific expertise and willingness to engage in constructive dialog. We established an external, independent Stakeholder Advisory Council (SAC) in 2013 and the Human Rights Advisory Council (HRAC) in 2020. In the SAC, which is led by the Chairman of the Board of Executive Directors, international experts from academia and society contribute their perspectives to discussions with BASF's Board of Executive Directors. The HRAC is an advisory body com- prising external human rights specialists and internal experts. This helps us to critically reflect on our positions and address potential for improvement. BASF Report 2021 BASF Report 2021 - Attractive and fair employer Employees and management 1 The net income of BASF's production presented in the Value to Society is calculated using the BASF Group's net income, adjusted for the interest result, the other financial result and noncontrolling interests. 2 Value to Society results are calculated annually following the publication of the BASF Report. Accordingly, the statements on this in the BASF Report 2021 refer to the evaluation conducted for the 2020 business year. - Fair and reliable business relationships Support in complying with our Supplier Code of Conduct (environmental and social requirements) Suppliers - Attractive dividend yield Transparency and risk minimization Strong long-term share performance Investors For more information on our societal engagement, see page 106 In this way, societal engagement is an important part of the imple- mentation of our sustainability strategy and our corporate social responsibility. Our societal engagement policy provides the guard- rails for our activities in this area. It stipulates that all engagement measures worldwide must be conducted in line with our compliance policy, BASF's strategy and our sustainability commitments. Through our societal engagement, we want to help disadvantaged groups tackle their specific challenges - whether through initiatives in our immediate communities or around the world in cooperation with global organizations. We want to foster societal cohesion by supporting and protecting health, skills and resources. We support projects that aim to have a lasting impact on specific target groups and offer learning opportunities for participating cooperation part- ners and BASF (see page 106). Our societal engagement approach - Support for local communities · Safe, disruption-free operations - Attractive jobs Community - Responsible and trustworthy partner Production of safe products in compliance with environmental and social standards Jobs and taxes (within the meaning of section 289c HGB or relevant under the Global Reporting Initiative) Management's Report - Our Sustainability Concept Our political advocacy is conducted in accordance with trans- Stakeholder demands and expectations of BASF parent guidelines and our publicly stated positions. The same applies to our activities in associations. For instance, we again published an Industry Associations Review in 2021 comparing the energy and climate protection positions of BASF and the most important associations of which we are a member, with explanations on our approach. Cost effectiveness Innovative and sustainable solutions Reliable partner For more information on the Stakeholder Advisory Council, see basf.com/en/stakeholder-advisory-council For more information on the Human Rights Advisory Council, see basf.com/human-rights-council For more information on the Industry Associations Review, see basf.com/corporate governance For more information on our guidelines for responsible lobbying, see basf.com/guidelines_political_communication For more information on dialog with our stakeholder groups, see page 106 Customers We have a particular responsibility toward our production sites' neighbors. With the established community advisory panels, we promote open exchange between residents and our site manage- ment and strengthen trust in our activities. Our globally binding requirements for community advisory panels are based on the grievance mechanism standards in the United Nations' Guiding Principles on Business and Human Rights. We keep track of their implementation through the existing global database of the Responsible Care Management System. BASF does not financially support political parties, for example through donations in cash or in kind. This is codified in a global guideline. In the United States, employees at BASF Corporation have exercised their right to establish a Political Action Committee (PAC). The BASF Corporation Employee PAC is an independent, federally registered employee association founded in 1998. It collects donations from employees for political purposes and independently decides how these are used, in accordance with U.S. law. Society: politics, NGOs, media Economic Environment¹ The global economy recovered more quickly in 2021 from the previous year's severe slump in economic activity than had been expected at the beginning of the year. Many governments' aid programs and rising vaccination rates were key contributing factors to the recovery. Nevertheless, the economic upturn was repeatedly hampered by measures to contain the pandemic and supply chain disruptions. For the outlook on the economic environment in 2022, see page 145 onward Net Assets Economic Environment Results of Operations Financial Position In this section: The BASF Group's Business Year 53 BASF Report 2021 Animal-free testing methods: The European Union wants to sig- nificantly improve the safety of chemical products. BASF supports this goal and has been actively working to make it a reality for many years. For example, in order to meet expanded requirements and additional testing obligations under the E.U.'s Chemicals Strategy for Sustainability in the future, we are developing innovative in vitro methods with our own laboratory team and together with partners. Among other things, they will help us to efficiently and reliably detect and evaluate potential hormonal effects of substances - even with- out animal testing. BASF has been researching alternative methods for many years and recently reached an important milestone: In 2021, the OECD approved the world's first toxicology testing strategy without animal testing - a joint project between BASF and Givaudan (see page 123). It can be used to reliably predict whether a substance causes allergic reactions in the skin without animal testing. We make all methods developed by us and approved freely available to interested companies and authorities. Actual Development Compared With Outlook for 2021 Business Review by Segment Other Bio-based and biodegradable ingredients: Circular economy and sustainability are also playing an increasingly important role for our customers in the detergent and cleaner industry. That is why interdisciplinary teams at BASF have been working hard on the question of how to optimize cleaning performance and environ- mental compatibility. The focus here is on new ingredients that can be produced from renewable raw materials and biodegraded at the end of their productive life cycle. This calls for new approaches in research and development. We are developing a funda- mental understanding of how biodegradation occurs under different Recycling industrial off-gases: Industrial off-gases are usually incinerated or thermally recovered. In both cases, CO2 is emitted. To avoid this and to recycle the main components of the off-gases so they can be used in chemical production, BASF has been research- ing an innovative process, gas fermentation, with the U.S. startup Lanza Tech since 2018. The interdisciplinary team achieved an important breakthrough in 2021: using special bacteria, they were able to produce n-octanol from carbon monoxide and hydrogen for the first time. The molecule is an alcohol and is used in cosmetics, for example. Normally, microorganisms cannot produce n-octanol, which is toxic to them. However, using biotechnological methods, LanzaTech was able to program the organisms to produce and tol- erate n-octanol as part of a gas fermentation process. In parallel, BASF researchers developed a process that enables the continuous separation and purification of n-octanol. Following successful imple- mentation in the laboratory, the team is now working on further process improvements. Integrating gas fermentation technology into the BASF Verbund could contribute to a carbon-neutral circular economy in the future. 54 51 Our aim is to quickly turn ideas into innovations for a sustainable future. To achieve this, we bring together the creativity, experience and expertise of our employees with the know-how of our partners from academia and industry. Management's Report - Economic Environment conditions in joint projects with academic partners and closely coordinated laboratory and field research. The additional integra- tion of new digital tools and faster screening and testing methods enables us to shorten our development times and develop high- performance, environmentally compatible ingredients - not only for cleaning purposes, but also for cosmetics and industrial applications such as agrochemicals. Increase in global industrial and chemical production 2021 at a glance From the Lab to Real-World Applications Gross domestic product Management's Report - Economic Environment BASF Report 2021 52 59 1 All information relating to past years in this section can deviate from the previous year's report due to statistical revisions. Where available, calendar-adjusted macroeconomic growth rates are reported. Figures for 2021 not yet available in full are estimated. Non-Integral Oil and Gas Business Regional Results E.U. Taxonomy The recovery of the global economy varied from region to region in 2021. There were severe restrictions on public life in the first half of the year, particularly in Europe. In the second and third quarters, many Asian countries struggled with coronavirus outbreaks and took corresponding countermeasures. China maintained its zero- Covid strategy throughout the year and responded to the emer- gence of any infections with strict containment measures. In the United States, most restrictions were eased after the first quarter despite sharply rising infection numbers over the course of the year. The steady reopening of economies was facilitated by increasing vaccination rates. Vaccination rates increased significantly during the year in Western Europe and the United States, followed by the advanced Asian countries and China with some delay. Other advanced emerging economies, for example in South America, now also have high vaccination rates. In contrast, vaccination rates are still low in large parts of the poorer countries of Africa and Asia, as well as in Russia. Global gross domestic product (GDP) grew by 5.8% year on year (2020: -3.4%). Industrial production expanded by 6.5% (2020: -3.0%). Global chemical production grew by 6.1% (2020: -0.1%). The average price for a barrel of Brent crude oil increased to $71 per barrel (2020: $42 per barrel). ■ Sharp increase in prices for crude oil and naphtha, drastic rise in gas prices Dynamic growth in global industrial production despite fragile supply chains and stagnating automotive industry Strong growth in the global chemical industry ■ Economic recovery in Europe and the United States, slowing momentum in Asia Global GDP growth >6% +5.8% Trends in the global economy in 2021 GDP rates in 2021 were strongly influenced by base effects. China's GDP grew at a double-digit rate in the first quarter year on year. In the second quarter, the United States and the European Union then recorded very high growth rates. Global growth slowed down, how- ever, in the second half of the year. Bottlenecks in global supply chains increasingly limited industry growth. Added to this were the dampening effects of very high energy prices and a further sharp rise in infection rates in individual countries. Million € _ 100-1000 pl BASF Report 2021 Management's Report - Results of Operations 60 60 Sales and earnings Sales and earnings by quarter in 2021a Million € 2021 59 2020 Q1 Q2 Q3 Q4 2020 Full year Sales +/- In focus: 59 3.21 Management's Report - In Focus: From the Lab to Real-World Applications BASF Report 2021 Adjusted income after taxes 6,695 2,999 - Adjusted noncontrolling interests 483 a Includes special items in net income from shareholdings of €90 million for 2021 and €855 million for 2020 54 6,212 2,945 Weighted average number of outstanding shares (in thousands) 918,479 918,479 Adjusted earnings per share 6.76 Adjusted net income Real change compared with previous year 6.4% World 9.0% Consumer goods -1.1% 3.9% Construction -3.5% 3.3% 12.0% Energy and resources 2.5% Of which: automotive industry -16.6% 2.5% Transportation -3.0% 6.5% -15.9% 3.2% Electronics Health and nutrition BASF Report 2021 78,598 59,149 By contrast, significant petrochemical capacities were temporarily unavailable in the United States, in particular. After the cold spell in the first quarter, production on the U.S. Gulf Coast was negatively impacted by hurricanes Ida and Nicholas as well. In total, production Chemical production growth in the European Union was also extraordinarily high at 6.0%. A contributing factor was the low basis in the previous year (2020: -2.1%). In addition, the European chemi- cal industry benefited from the fact that availability of global produc- tion capacities for basic chemicals was intermittently limited. The Middle East (+6.2%) also recorded solid production growth. Chemical production in China, the world's largest chemical market, saw especially strong expansion (+7.7%). However, growth slowed at a high level during the course of the year. Electricity cuts had a negative effect on production, particularly in the third and fourth quarters. Growth in other emerging markets of Asia was also high at around 6.9%. Global growth in the chemical industry was 6.1% in 2021, almost as high as growth for the industry as a whole, despite only a minimal decline in chemical production in the previous year unlike in many other industries. While the stronger performance in the previous year had mainly been due to extraordinary pandemic-related demand for disinfectants, cleaning agents and single-use plastics, as well as to the early recovery in China, in 2021, the global upswing in many consumer goods industries contributed to growth. Trends in the chemical industry Also above average, agricultural production grew by 3.2%, as the overall negative impact of extreme weather events on yields was minor relative to recent years and global demand for agricultural goods increased dynamically due to economic recovery. Growth was driven primarily by Asia (+5.3%). By contrast, production growth was only weak in South America (+1.2%) and even declined slightly in North America and Europe. Global demand for energy and industrial raw materials rose sharply in 2021. Production in the energy and raw materials sector, how- ever, only increased by 3.3% (2020: -3.5%), which resulted in sig- nificant price increases. The health and nutrition sector achieved growth of 6.4%, which was above average for recent years due to 15% growth in the pharmaceuticals industry resulting from vaccine production. Production in the food industry grew by 3.7%, which, by contrast, was just slightly better than the long-term average. The electronics sector saw above-average growth of 12%. It benefited from the general trend toward digitalization and connec- tivity, as well as from demand for consumer electronics and elec- tronic control of household appliances and motor vehicles. Growth was slowed by capacity bottlenecks in the production of computer chips. After a decline of 2.7% in the previous year, consumer goods pro- duction grew by a total of 9.0%. High growth rates between around 9% and 13% were recorded in the furniture and textile industries as well as in the production of electrical appliances. Expansion in the care products sector was, by contrast, more modest at 4.3%. This industry had not contracted in the previous year and was therefore less able to benefit from base effects. The construction industry expanded by around 4% (2020: -1.1%) despite a sharp rise in prices for scarce building materials. Growth was strongest in residential construction at almost 6%. Here, the rising demand for housing during the pandemic played a key role; furthermore, government transfers and persistently low interest rates strengthened the purchasing power of private households. Growth in residential construction was particularly high in the United States. Residential construction in Europe grew only slightly above the overall market average. In China, on the other hand, residential construction cooled significantly in the wake of the government's efforts to limit real estate prices and debt. Commercial construction investments remained weak with growth of less than 3%. Growth in the less volatile infrastructure segment was also below average at around 3%. Global automotive production was particularly affected by supply problems with semiconductors. Although base effects ensured strong growth at the beginning of the year, the shortage in semicon- ductors worsened so significantly in the second half of the year that many automotive manufacturers had to respond by cutting produc- tion or even temporarily shutting down entire plants. As a result, automotive production grew only slightly overall by 2.5% in 2021 after contracting by 15.9% in the previous year. Production levels remained exceptionally low, with a total of around 76 million vehicles produced worldwide. Similarly low production volumes had last been recorded in the early 2010s. Moderate growth was achieved in Asia (+5.1%). The North American market stagnated (+0.1%). In the E.U., by contrast, production decreased by 6.2% in 2021, following a decline of nearly 25% in 2020. Of all the regions, South America achieved the highest growth rate; however, it saw the strongest decrease in the previous year (2021: +16.1%; 2020: -31.1%). 2.0% 0.2% -2.7% 3.2% Agriculture Industry total 2021 2021 2020 Economic trends by region 6.8% South America 1.7% Japan 0.0% 7.3% -4.5% -6.2% Emerging markets of Asia² 5.7% United States -6.1% 5.2% E.U.1 -3.4% 5.8% -3.4% In the European Union (E.U.), GDP grew by 5.2% (2020: -6.1%). At the beginning of the year, restrictions in stationary retail, hospi- tality, tourism, and the cultural and entertainment sectors negatively impacted economic recovery. In the course of the second quarter, the restrictions were successively relaxed as a result of falling infec- tion rates. At the same time, the vaccination campaign, which got off to a slow start due to a shortage of vaccines, gained momentum. Due to base effects, GDP growth in the second quarter was in the double digits compared with the previous year. There was, however, also a significant upturn in the second and third quarters of 2021 compared with the first quarter, especially in European tourist destinations. In France (+7.0%), Italy (+6.4%) and Spain (+5.0%), GDP grew especially dynamically in 2021. By contrast, Germany I was hit harder by bottlenecks in intermediate inputs for the invest- ment goods and automotive industries. At 2.8%, Germany's economy thus grew at a below-average rate in 2021. Despite lower vaccination rates and higher infection rates, growth in the eastern E.U. countries (+5.3%) was at a similar level to that in the western E.U. countries (+5.2%). Despite the end of the Brexit transition period at the beginning of the year, the United Kingdom's economy (2021: +7.5%) recovered substantially from its major slump in the previous year (2020: -9.4%). Rapidly rising vaccination rates, as well as the complete reopening of the U.K. economy from mid-July, contributed to this. However, the consequences of Brexit were felt over the course of the year, particularly due to the shortage of labor in logistics chains and skilled trades. Growth in key customer industries In the E.U., industrial production also increased significantly by 6.6% (2020: -7.1%). After the sharp decline in the previous year, the United Kingdom saw growth of 8.3% (2020: -10.4%). By contrast, North America's industrial growth was below average at 5.0% (2020: -4.8%). South America recorded an increase just above the global average (2021: 7.0%; 2020: -6.5%). 54 54 Management's Report - Economic Environment BASF Report 2021 2 We define the emerging markets of Asia as Greater China, the ASEAN countries (Brunei, Indonesia, Malaysia, Myanmar, Cambodia, Laos, the Philippines, Singapore, Thailand, Vietnam), India, Pakistan and Bangladesh. 1 In this chapter, "E.U." refers to the E.U. 27. Global industrial production grew by 6.5% in 2021 (2020: -3.0%). The advanced economies saw somewhat lower growth of 5.3% overall than the emerging markets, which saw a rise of 7.4%. The largest contribution to global industrial production growth came from China (2021: +8.4%; 2020: +3.7%). Around 30% of global industrial value creation and almost 40% of its growth were gener- ated there. In total, over 50% of global industrial growth came from Asia. The region's production expanded by 7.5% in 2021 (2020: -0.1%). Growth in industrial production was negatively impacted by supply difficulties in 2021. In many areas, existing orders could not be pro- cessed due to a lack of intermediate goods. Transport capacities, especially ship and container capacities in overseas trade, were not sufficient to meet the sharp rise in demand for industrial goods. Furthermore, manufacturing disruptions in Asia due to regional lockdowns were also a factor. Trends in key customer industries The South America region recorded a rapid economic recovery, supported by rising prices for agricultural goods and industrial raw materials. Domestic demand in some countries was, however, dampened by currency devaluations and rising inflation rates. Brazil was able to increase its GDP by 4.7% (2020: -4.2%), bolstered by a considerable rise in exports and investments as well as moderate growth in private consumption. Argentina's economic output grew by a strong 9%, though the previous year's decline had been signifi- cantly larger at nearly -10%. For the region as a whole, GDP rose by 6.8% in 2021, after a decline of approximately the same magnitude in the previous year. the automotive industry. Japan's GDP only grew by 1.7% (2020: -4.5%). South Korea saw significantly higher growth of 4.0% (2020: -0.9%). The economies of Japan and South Korea were also significantly impacted by the pandemic. Japan temporarily declared a state of emergency. Private consumption was thus only able to increase slightly. Although exports rose considerably, they were negatively affected by the decline in growth in China and supply bottlenecks in In the emerging markets of Asia, growth weakened significantly in the course of the year. China's dynamic recovery that began in the previous year continued initially. However, mobility restrictions and selective lockdowns, even with only few occurrences of coronavirus infections, as well as more restrictive financing conditions in the construction sector, negatively affected domestic demand growth. In addition, energy was rationed. By contrast, export demand grew significantly. In total, the Chinese economy expanded by 8.1% (2020: 2.2%). Many other emerging markets in Asia, including India, Malaysia and Thailand, were forced to temporarily adopt restrictive measures to contain waves of infection. All in all, the region grew by 7.3% in 2021. Economic development in the United States was volatile. Govern- ment stimulus programs bolstered household demand considerably early in the year, which resulted in strong GDP growth in the first two quarters. However, due to the expiration of aid benefits and a further rise in infection rates coupled with increasing supply problems due to congestion in the country's largest ports, growth in private con- sumption was more sluggish in the second half of the year. In total, GDP in the United States grew by 5.7% in 2021 (2020: -3.4%). Russia's GDP grew by 4.3% (2020: -2.9%). Increased oil and gas prices led to rising trade surpluses and bolstered growth, while high infection rates and lockdowns weighed on the economy. Real change compared with previous year 32.9% Q4 19,400 1.56 1.17 6.76 Net income 5,523 -1,060 Earnings per share 2.03 € -1.15 Sales and earnings by quarter in 2020ª Million € Adjusted earnings per share € 6.76 3.21 110.6% Q1 6.01 Q2 2.00 Adjusted earnings per share 1,718 1,654 1,253 898 5,523 Income after taxes from discontinued Earnings per share € € 1.80 1.36 0.98 6.01 -36 396 operations 1.87 Q3 Management's Report - Economic Environment Full year 1,020 6,685 Income from operations (EBIT) Special items EBIT before special items Income before income taxes Income after taxes from continuing operations 3,682 1,456 -2,638 932 -191 -184 -167 -3,219 -181 59 1,011 972 6,494 a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) Sales 16,753 12,680 13,811 15,905 59,149 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) Depreciation and amortizationb 2,579 1,229 1,542 2,085 7,435 2,428 1,070 1,044 1,952 Net income -36 7 -43 11,355 6,494 74.9% Depreciation and amortization 865 883 907 Income from operations before depreciation and amortization (EBITDA) 1,023 EBITDA margin % 14.4 11.0 Income from operations (EBIT) 2,311 2,316 3,678 11,355 2,250 2,729 19,753 19,669 19,776 78,598 Income from operations before depreciation, amortization and special items 11,348 7,435 52.6% Income from operations before depreciation, amortization and special items 3,181 3,217 2,771 2,179 11,348 Income from operations before depreciation and amortization (EBITDA) 3,176 3,199 1,822 Sales 1,227 Depreciation and amortization 1,777 1,235 7,448 EBIT before special items Income before income taxes Income after taxes from continuing operations 6,018 2,189 7,768 7,448 -1,562 -1,471 Income after taxes from continuing operations 1,810 1,794 1,424 990 6,018 Income after taxes from discontinued operations 3,560 118.2% 2,247 Income before income taxes 97.6% Income from operations (EBIT) Special items 3,678 7,677 -91 -3,751 6,685 -45.0% Special items -10 -39 -43 1 -91 -191 EBIT before special items 2,321 2,355 1,865 1,227 7,768 7,677 in the United States thus only grew by 1.8% in 2021. Chemical production in South America increased by 4.6%. 3,534 $/t 1.7 2021 2020 Intangible assets 13,143 14,249 + Property, plant and equipment 13.5 19,280 + Integral investments accounted for using the equity method 1,682 1,395 + Inventories 11,459 10,469 + Accounts receivable, trade 20,210 11,588 % 61,579 Capital employed Million € We use the indicator return on capital employed (ROCE). ROCE was 13.5%, after 1.7% in the previous year. The increase in ROCE was primarily due to considerably higher EBIT.1 For more information on the calculation of ROCE, see page 42 The calculation of EBIT as part of our statement of income is shown in the Consolidated Financial Statements on page 194 1 For more information on net assets, see page 61 onward 567 60,111 57 2020 7,677 -191 -641 -1,203 8,317 1,012 2021 9,379 + Current and noncurrent other receivables 3,908 BASF Report 2021 Management's Report - Results of Operations Net income from shareholdings, financial result and income after taxes Net income from shareholdings was above the prior-year figure, rising by €1,116 million to €207 million in 2021 (2020: -€909 million). The increase was mainly due to special income from the sale of our shares in Solenis (€589 million) as well as the improved earnings contribution from Wintershall Dea AG (-€344 million). This included impairments in the amount of €581 million, less than in the prior year. The financial result amounted to -€436 million, compared with -€462 million in the previous year. The interest result improved by €59 million overall, due in part to lower interest expenses for financial indebtedness. The other financial result amounted to -€122 million after -€89 million in 2020, primarily driven by higher net expenses in connection with bonds in foreign currency and the corresponding hedging instruments. Lower write-downs on securities and loans, as well as a lower net interest expense from pension plans and similar obligations had an offsetting effect. Income before income taxes amounted to €7,448 million in 2021, after -€1,562 million in 2020. Income tax expenses were €1,430 million, after the negative pre-tax result had led to tax income of €91 million in the previous year. a Including customer/supplier financing and other adjustments Compared with 2020, income after taxes from continuing opera- tions rose by €7,489 million to €6,018 million. Income after taxes from discontinued operations amounting to -€36 million resulted from purchase price adjustments for the divestiture of the construc- tion chemicals business. The prior-year figure of €396 million included the book gain from the sale of the former Construction Chemicals division and its operating income after taxes until divestiture. In 2021, earnings per share amounted to €6.01, compared with -€1.15 in the previous year. For more information on the items in the statement of income, see the Notes to the Consolidated Financial Statements from page 200 onward For more information on the tax rate, see Note 12 to the Consolidated Financial Statements from page 231 onward Additional indicators for results of operations We also use alternative performance measures (APMs) to steer the BASF Group. Investors, analysts and rating agencies use them to assess our performance. These are not defined by IFRS. As such, the methods of calculation can differ from those used by other companies. Alternative performance measures for the results of operations are EBIT before special items, EBITDA before special items, EBITDA, the EBITDA margin and adjusted earnings per share. Other APMs are net debt, 1 free cash flow¹ and capital expenditure (capex).2 Income from operations before depreciation, amortization and special items (EBITDA before special items) and income from operations before depreciation and amortization (EBITDA) are indicators that describe operational performance independent of age-related depreciation and amortization of assets and any impair- ment or reversal of impairment. Both figures are therefore particularly useful in cross-company comparisons. EBITDA before special items 251 Income after taxes in the amount of €5,982 million (2020: -€1,075 million) included €5,523 million attributable to shareholders of BASF SE (2020: -€1,060 million). Noncontrolling interests amounted to €459 million, after -€15 million in the prior year. This mainly resulted from a higher earnings contribution from BASF TotalEnergies Petrochemicals LLC in Port Arthur, Texas, and a positive earnings contribution from BASF Petronas Chemicals Sdn. Bhd. Petaling Jaya, Malaysia, where earnings in the prior year had been impacted by impairments. 80,292 87,383 Assets of the BASF Group as of December 31 3,149 and other assetsa + Assets of disposal groups 520 1,260 Cost of capital basis of segments, 61,579 60,111 average of month-end figures + Deviation from cost of capital basis at 2,688 closing rates as of December 31 Factors influencing sales of the BASF Group -3,948 + Assets not included in cost of capital 23,115 24,129 b EBIT before special items for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for 2017 have not been restated. C EBIT for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. a EBIT for 2019 has been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. Figures for the years 2017 and 2018 have not been restated. At €7,677 million, EBIT for the BASF Group in 2021 was consider- ably above the previous year, which was impacted by high impair- ments. This figure includes income from integral companies accounted for using the equity method, which rose by €455 million to €675 million. This was mainly attributable to the business-related increase in the earnings contributed by BASF-YPC Company Ltd., Nanjing, China, which rose by €343 million. -3,751 -495 -0.8 Changes in the scope of consolidation Total change in sales -1 0.0 19,449 7,768 Divestitures 3,560 6,281 7,645 a EBIT for 2019 has been restated to reflect the reclassification of income from non-integral companies accounted for using the equity method to net income from shareholdings. Figures for the years 2017 and 2018 have not been restated. b EBIT before special items for 2018 was reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for 2017 have not been restated. C EBIT before special items for 2017 was reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. Sales rose by €19,449 million compared with the previous year to €78,598 million in 2021. This was mainly driven by higher prices and volumes in all segments. Price levels increased in the Chemicals, Surface Technologies and Materials segments in particular. Sales volumes grew primarily in the Surface Technologies and Materials segments. Currency effects, mainly relating to the U.S. dollar, had an offsetting effect. Sales performance was also weighed down by negative portfolio effects, especially in the Industrial Solutions seg- ment following the divestiture of the global pigments business. This could only be partly offset by positive portfolio effects, mainly from the acquisition of a majority shareholding in BASF Shanshan Battery Materials Co., Ltd. in the Surface Technologies segment. 32.9 Income from operations (EBIT) before special items rose by €4,208 million to €7,768 million, largely due to considerably higher earnings in the Chemicals and Materials segments. Earnings devel- opment in the Chemicals segment was primarily driven by higher margins, higher sales volumes and an improvement in equity- accounted income. Earnings growth in the Materials segment was mainly attributable to higher margins in isocyanates and polyamides, as well as positive volume development. EBIT before special items also improved considerably in the Surface Technologies and Indus- trial Solutions segments, largely as a result of higher volumes. By contrast, the Nutrition & Care and Agricultural Solutions segments 4,643 0.7 431 Acquisitions -3,751 2020 2019 Change Change in million € in % 2018 Volumes 6,279 10.6 2017 14,673 24.8 Currencies -1,439 -2.4 Special items in EBIT totaled -€91 million in 2021, compared with -€3,751 million in the previous year, which was strongly impacted by impairments on property, plant and equipment and intangible assets in the total amount of around €2.9 billion. In 2021, restructuring measures gave rise to expenses of €99 million (2020: expenses of €952 million), mainly in the Agricultural Solutions and Materials segments and in Other. The release of provisions in connection with the restructuring of the Global Business Services unit had an off- setting effect. Integration costs amounted to €85 million (2020: inte- gration costs of €157 million) and primarily related to the integration of the acquired BASF Shanshan companies and the polyamide business acquired from Solvay in 2020. Divestitures, which also included the disposal of the global pigments business, gave rise to EBITDA before special items rose by €3,913 million year on year to €11,348 million in 2021. At €11,355 million, EBITDA was €4,861 mil- lion above the prior-year figure. The EBITDA margin was 14.4% in 2021, compared with 11.0% in the previous year. BASF Report 2021 ROCE Restructuring measures Integration costs Divestitures Other charges and income Total special items in EBIT 2021 2020 Million € -99 -85 -157 120 -76 -27 -2,566 -91 -952 Special items 2021 EBITa, b, c Million € Million € 7,677 EBIT of BASF Group 2020 -191 - EBIT of Other 2019 4,201 EBIT of the segments 2018 5,974 Cost of capital basis of segments, average of month-end figures 2017 7,587 ROCE special income totaling €120 million, especially from the sale of our production site in Kankakee, Illinois, the Coatings division's precision microchemicals business and our share in the condensate splitter in Port Arthur, Texas. Other items led to special charges in the total amount of €27 million. For the definition of special items, see page 43 Management's Report - Results of Operations Price trends for crude oil (Brent) and naphtha $/barrel, $/metric ton EBITDA before special items Million € - Special items BASF Report 2021 20 30 40 50 60 70 Management's Report - Results of Operations 80 2020: $42/bbl 100 © 2021: $71/bbl 110 Crude oil Naphtha 2021: $635/t 2020: $355/t 120 90 130 56 Results of Operations For more information on the development of Accelerator sales, see page 141 onward For more information on the development of CO2 emissions, see page 127 b Sales for 2017 were reduced by the share attributable to oil and gas activities due to their presentation as discontinued operations. a Sales for 2018 were reduced by the share attributable to construction chemicals activities due to their presentation as discontinued operations. Figures for 2017 have not been restated. 78,598 61,223 60,220 59,316 56 59,149 2018 2019 2020 2021 Salesa, b Million € Business reviews by segment can be found from page 69 onward The global economy recovered much more strongly than we expected in 2021 following the severe slump in the previous year due to the effects of the coronavirus pandemic. Many governments' aid programs and rising vaccination rates were key contributing factors to this. In this market environment, growth in global industrial production and in the global chemical industry (excluding pharmaceuticals) was also significantly above the prior-year level and the long-term average. BASF's business also developed favorably: We considerably increased sales and earnings. 2017 $/bbl 55 level ($1.99 per mmBtu). Gas prices in China averaged around $6.72 per mmBtu nationally (2020: $6.29 per mmBtu), while the average price in the coastal provinces was $7.99 per mmBtu (2020: $7.48 per mmBtu). 600 -2.1% 6.0% European Union 700 800 -0.1% United States 6.1% 900 2020 2021 1,000 1,100 Real change compared with previous year Chemical production (excluding pharmaceuticals) World 1.8% -3.5% 500 High demand from Asia, cold weather and low storage levels in Western Europe, as well as a limited supply of liquid natural gas led to sharp increases in gas prices. At $16.02 per mmBtu, the average price of gas on the European spot market in particular was significantly higher than in 2020 ($3.17 per mmBtu). It rose from an average price of $6.56 per mmBtu in the first quarter to $31.92 per mmBtu in the fourth quarter. The average price of gas in the United States was $3.89 per mmBtu, likewise well above the prior-year Over the course of the year, the average monthly price for the chemical raw material naphtha ranged between $501 per metric ton in January and $764 per metric ton in October. At $635 per metric ton, the annualized average price of naphtha in 2021 was signifi- cantly higher than in 2020 ($355 per metric ton). Following the slump in 2020, raw materials prices rose sharply over the course of 2021. Global oil demand increased significantly again, but supply was only augmented modestly by OPEC+. As a result, the average price for reference Brent crude oil increased to $71 per barrel (2020: $42 per barrel). The price of oil fluctuated over the course of the year between around $55 per barrel in January and around $84 per barrel in October. Price trends for key commodities 100 0 200 -0.6% 4.6% South America 300 -12.7% 3.7% Japan 400 2.4% 7.6% Emerging markets of Asia recorded considerably lower EBIT before special items. The decline in earnings in the Nutrition & Care segment was mainly attributable to lower margins on the back of higher raw materials and energy prices, as well as an increase in fixed costs. EBIT before special items was lower in the Agricultural Solutions segment, largely due to higher fixed costs, higher raw materials prices and logistics costs, and a low-margin product mix. The segment's earnings were addi- tionally weighed down by negative currency effects. For an explanation of the indicator EBIT before special items, see page 43 EBIT before special items a, b, c Million € At a glance 2 For more information on capex, see Our Steering Concept on page 43 and Material Investments and Portfolio Measures on page 38 58 59 BASF Report 2021 Management's Report - Results of Operations EBITDA Million € 1 For more information on these indicators, see the Financial Position from page 63 onward 2020 2,880 Compared with earnings per share, adjusted earnings per share is firstly adjusted for special items. Amortization, impairment and reversal of impairment on intangible assets are then eliminated. Amortization of intangible assets primarily results from the purchase price allocation following acquisitions and is therefore of a temporary nature. The effects of these adjustments on income taxes and on noncontrolling interests are also considered. This makes adjusted earnings per share a suitable measure for making comparisons over time and predicting future profitability. In 2021, adjusted earnings per share amounted to €6.76, compared with €3.21 in the previous year. For more information on the earnings per share according to IFRS, see Note 6 to the Consolidated Financial Statements on page 220 2021 EBIT 7,677 -191 7,435 11,348 3,875 EBIT before special items + Depreciation and amortization +Impairments and reversals of impairments on property, plant and equipment and intangible assets before special items Depreciation, amortization, impairments and reversals of impairments on property, plant and equipment and intangible assets before special items EBITDA before special items 2021 2020 7,677 -191 -91 -3,751 7,768 3,560 3,534 3,805 45 70 3,580 + Depreciation and amortization EBIT 3,805 144 + Amortization, impairments and reversals of impairments on intangible assets 614 1,496 - Amortization, impairments and reversals of impairments on intangible assets contained in special items 0 819 - Adjustments to income taxes -4,606 116 2021 Prices Net income from shareholdings improves by €1,116 million Earnings per share of €6.01; adjusted earnings per share of €6.76 ■ ■Considerable increase in ROCE to 13.5% Sales and EBIT before special items considerably above prior year ■ 958 -181 - Special itemsa -1,075 Depreciation, amortization, impairments and reversals of impairments on property, plant and equipment and intangible assets 3,678 6,685 EBITDA Sales revenue EBITDA margin Adjusted earnings per share Million € 11,355 78,598 6,494 59,149 % 14.4 11.0 2021 2020 Income after taxes 5,982 +Impairments and reversals of impairments on property, plant and equipment and intangible assets 1,640 is also highly useful in making comparisons over time. The EBITDA margin is a relative indicator and is calculated as the ratio of EBITDA to sales revenue, enabling operational performance to be compared independent of the size of the underlying business. 581 1,055 -1,060 € 0.97 -0.96 -2.31 1.15 -1.15 € 1.26 0.25 0.60 1.10 3.21 Adjusted earnings per share a Quarterly results not audited b Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) 226 - Adjustments to income after taxes from discontinued operations -2,122 -878 -36 Earnings per share 885 1,113 1,200 -923 -2,786 947 -1,562 881 -888 3,560 713 Net income -2,177 347 13 396 22 Income after taxes from discontinued operations -1,471 14 2,382 Cash and cash equivalents at the end of the year 2,624 4,335 a In 2021 and 2020, cash and cash equivalents presented in the statement of cash flows deviate from the figures in the balance sheet. For explanations and other disclosures on the statement of cash flows, see Note 27 to the Consolidated Financial Statements from page 277 onward. BASF Report 2021 Management's Report - Actual Development Compared With Outlook for 2021 Sales, earnings and ROCE forecast for the BASF Group Forecast/actual comparison Κ Σ 67 20 We increased sales to €78.6 billion in 2021, considerably above our forecast at the beginning of the year of sales growth to between €61 billion and €64 billion. Sales in the Surface Technologies, Chemicals, Industrial Solutions, Agricultural Solutions and Nutri- tion & Care segments rose more strongly than initially expected. This was driven primarily by significantly higher prices, especially in the Surface Technologies and Chemicals segments. We increased sales volumes as expected. Currency and portfolio effects had an off- setting impact, in line with our assumptions. 4,458 Actual Development Compared With Outlook for 2021 At €7.8 billion, EBIT before special items likewise significantly exceeded the forecast range of between €4.1 billion and €5.0 billion. The Industrial Solutions, Nutrition & Care and Agricultural Solutions segments in particular did not develop as expected. Industrial Solu- tions increased EBIT before special items considerably, contrary to the forecast of a slight decline. EBIT before special items in the Agricultural Solutions and Nutrition & Care segments declined con- siderably; in both segments, we had expected a slight improvement in earnings. -3,312 -1,834 1,580 2017 2018 2019 2020 2021 Cash flows from operating activities We considerably increased ROCE in almost all segments. ROCE increased only slightly in the Agricultural Solutions segment, while the Nutrition & Care segment saw a considerable decline. Overall, the degree of improvement exceeded our expectations: ROCE for the BASF Group amounted to 13.5%, considerably above the range we had forecast of between 8.0% and 9.2%. -3,139 Payments made for property, plant and equipment and intangible assets -6,457 -1,556 Free cash flow Cash-effective changes in cash and cash equivalents Cash and cash equivalents at the beginning of the period and other changesal 1,953 We revised the outlook provided in February 2021 in April, July and October 2021. In October 2021, we projected sales of between €76 billion and €78 billion. We expected EBIT before special items of €7.5 billion to €8.0 billion. For ROCE, we forecast a range of 13.2% to 14.1%. Chemicals EBIT before special items €7.8 billion 8.0%-9.2%ª 13.5% At prior-year level: no change (+/-0.0%) Slight increase/decrease: "slight" represents a change of 0.1% -5.0% for sales; 0.1% -10.0% for earnings; 0.1 to 1.0 percentage points for ROCE Considerable increase/decrease: "considerable" represents a change of 5.1% or higher for sales; 10.1% or higher for earnings; more than 1.0 percentage points for ROCE a We updated our outlook in April, July and October 2021. We most recently updated it in October 2021, forecasting sales of between €76 billion and €78 billion, EBIT before special items of between €7.5 billion and €8.0 billion, and a ROCE of between 13.2% and 14.1%. Accelerator sales and CO2 emissions forecast for the BASF Group We increased Accelerator sales to €24.1 billion in 2021, consider- ably above the range forecast in February of between €18 billion and €19 billion. The range forecast in October - between €21.5 billion and €22.5 billion - was likewise exceeded. This was due to the BASF Group's extremely positive business performance, which was also reflected in Accelerator sales. The decline caused by the divestiture of the global pigments business and the resulting outflow of Accelerator products only had a slight offsetting effect overall. CO2 emissions amounted to 20.2 million metric tons, slightly below the range we forecast in February of between 20.5 million metric tons and 21.5 million metric tons. BASF significantly increased pro- duction volumes in 2021 in response to stronger demand. To reduce the additional emissions resulting from this, we made procuring energy from renewable sources a focus. To this end, BASF converted energy supply agreements, acquired renewable energy certificates and signed long-term supply agreements for green power. A project to reduce nitrous oxide emissions in Ludwigshafen, Germany, was successfully implemented. Divestitures such as the disposal of the global pigments business led to a slight decline in emissions. In addition, emissions were significantly reduced by the lower capacity utilization of the ammonia plant due to the sharp rise in natural gas prices. BASF Report 2021 Management's Report - Actual Development Compared With Outlook for 2021 Capex forecast for the BASF Group In 2021, we invested a total of €3.4 billion in capital expenditures (capex), excluding additions from acquisitions, IT investments, res- toration obligations and right-of-use assets arising from leases. The figure forecast in February 2021 was €3.6 billion. Sales, earnings and ROCE forecast for the segments €4.1 billion- €5.0 billiona Sales €78.6 billion + ROCE 2021 forecast 2021 actual 2021 forecast 2021 actual 2021 forecast 2021 actual -3,145 Materials Industrial Solutions Surface Technologies Nutrition & Care Agricultural Solutions Other BASF Group €61 billion- €64 billiona H -1,904 Cash flows from financing activities 66 2021 2020 2021 2020 Net income 66 5,523 Cash flows from operating activities 7,245 5,413 Depreciation and amortization of property, plant and equipment and intangible assets 3,687 6,751 -1,060 Million € Free cash flow Million € BASF Group's most important financial contracts contain no side agreements with regard to specific financial ratios (financial cove- nants) or compliance with a specific rating (rating trigger). To minimize risks and leverage internal optimization potential within the Group, we bundle the financing, financial investments and foreign currency hedging of BASF SE's subsidiaries within the BASF Group where possible. Foreign currency risks are primarily hedged centrally using derivative financial instruments in the market. Our interest risk management generally pursues the goal of reducing interest expenses for the BASF Group and limiting interest risks. Interest rate hedging transactions are therefore conducted with banks in order to turn selected liabilities to the capital market from fixed to variable interest rates or vice versa. For more information on the financing tools and hedging instruments used, see Note 21 from page 251 onward and Note 26 from page 263 onward in the Notes to the Consolidated Financial Statements Statement of cash flows Cash flows from operating activities amounted to €7,245 million, compared with €5,413 million in the previous year. The considerable increase was primarily due to the improvement in net income, which had included high impairments in the previous year. Accordingly, depreciation and amortization of property, plant and equipment and intangible assets was significantly below the prior-year figure in 2021, at €3,687 million. An offsetting factor was cash tied up in net working capital, which rose by €1,166 million to €1,566 million in 2021. This mainly resulted from the significant increase in inventories by €3,304 million due to higher business volumes and prices after a reduction in inventories had supported operating cash flows in the previous year. Cash of €1,272 million was tied up in receivables, €904 million less than in the prior year. The improvement was due in particular to the reduction in precious metal trading exposures. Trade accounts receivable rose by €1,799 million, €805 million more than in the previous year. By contrast, the €3,010 million rise in liabilities increased operating cash flows. This was largely attributable to the increase in trade accounts payable and current provisions. This effect was less pronounced in the previous year at €927 million. Miscellaneous items led to cash tied up of €398 million in 2021, after cash released of €122 million in the previous year. This was due in particular to the elimination of equity-accounted income and the reclassification of income from divestitures, including the gain on the disposal of the shareholding in Solenis, to cash flows from investing activities. Cash flows from investing activities totaled -€2,622 million in 2021, after €1,904 million in the previous year. Payments received for divestitures and the disposal of the shareholding in Solenis in 2021 were below the figure from the disposal of the construction chemicals business in the previous year. By contrast, payments made for acquisitions amounted to €600 million in 2021, around half the prior-year figure. The €403 million increase in payments made for property, plant and equipment and intangible assets also con- tributed to the decrease in cash flows from investing activities. Cash flows from financing activities amounted to -€6,457 million. In addition to the payment of dividends in the amount of €3,312 mil- lion (2020: €3,139 million), financial and similar liabilities were reduced by €3,145 million. Free cash flow, which remains after deducting payments made for property, plant and equipment and intangible assets from cash flows from operating activities, represents the financial resources remaining after investments. It amounted to €3,713 million in 2021, after €2,284 million in the previous year. BASF Report 2021 Management's Report - Financial Position Statement of cash flows - Payments made for property, plant 3,532 3,129 and equipment and intangible assets Cash flows from investing activities 430 1,280 10 480 -55 8 -2,622 We considerably increased sales in the Chemicals segment in 2021, after only forecasting a slight increase in sales at the begin- ning of the year. Both divisions raised prices, significantly exceeding the price increases assumed in February as a result of extraordinary supply bottlenecks in the markets. We increased volumes as expected. The segment considerably increased EBIT before special items and ROCE, in line with the forecast. 6 4 2 Capital increases/repayments and other equity transactions Changes in financial and similar liabilities Dividends Changes in financial assets and miscellaneous items 3 Acquisitions/divestitures -3,129 Changes in net working capital -1,566 -400 Free cash flow 3,713 2,284 Miscellaneous items -398 122 Cash flows from operating activities 7,245 5,413 Cash flow Payments made for property, plant and equipment and intangible assets -3,532 Billion € The Materials segment recorded a considerable improvement in sales, EBIT before special items and ROCE as forecast. BASF Report 2021 The Surface Technologies segment achieved significant sales growth, exceeding our forecast from February, in which we had assumed only a slight increase in sales. This primarily resulted from higher precious metal prices, which rose more strongly than expected. The significant recovery in EBIT before special items and ROCE materialized as expected. 7,768 3,560 Chemicals Materials Industrial Solutions Surface Technologies Nutrition & Care Agricultural Solutions Other BASF Group Income from operations (EBIT) Assets Investments including acquisitionsa Contributions to assets by segment 2021 6,494 2020 11,355 78,598 Agricultural Solutions 8,162 7,660 1,358 1,582 715 970 Other 3,666 2,360 -484 -1,032 -643 -769 BASF Group 59,149 773 2021 2021 6,302 6,402 361 331 Industrial Solutions 7% 761 -587 13,769 11,691 1,469 585 Surface Technologies 16% 554 630 2020 965 Materials 2020 2,997 -192 10,369 7,896 1,157 871 Chemicals 12% 2,345 -109 11,286 9,118 709 1,957 13% 497 1,152 967 Income from operations before depreciation and amortization (EBITDA) Income from operations (EBIT) Chemicals 33% before special items Materials 28% 2021 2020 2021 2020 2021 2020 Industrial Solutions 12% Sales Chemicals Nutrition & Care Agricultural Solutions Materials Industrial Solutions Sales in the Nutrition & Care segment were considerably above the prior-year figure, exceeding our forecast of slight growth. This was mainly due to higher price levels, after we had assumed lower prices in February. We increased volumes in both divisions as expected. EBIT before special items declined significantly in 2021, falling short of our expectations of a slight increase. The decrease was attri- butable to lower earnings contributions from both divisions. This was mainly due to lower margins as a result of higher raw materials and energy prices as well as higher fixed costs, primarily from higher bonus provisions. ROCE also declined considerably in line with earnings development in the segment. Our forecast had assumed a considerable increase. Sales in the Agricultural Solutions segment rose considerably, not just slightly as forecast. Higher sales volumes and prices exceeded negative currency effects to a greater extent than we had anticipated. Contrary to our forecast of a slight increase, EBIT before special items was considerably below the prior-year level. The positive sales development was unable to compensate for an increase in fixed costs, mainly from higher bonus provisions, higher raw materials prices and logistics costs, and a low-margin product mix. Based on the development of earnings, we were only able to increase ROCE slightly, against our assumption of a considerable increase. We significantly improved sales and EBIT before special items in Other as forecast. For more information on our forecast for 2022, see page 148 onward For more information on investments, see page 38 onward 88 68 13,489 Bonds and other liabilities to the capital market Management's Report - Business Review by Segment Business Review by Segment Segment overview Million € Contributions to EBITDA by segment 69 69 Segments: Chemicals Surface Technologies 13,579 8,071 3,764 822 Agricultural Solutions 12% Surface Technologies 22,659 16,659 1,243 900 800 484 Other -4% Nutrition & Care 6,442 6,019 1,006 1,099 1,344 7,644 1,237 2,974 445 Surface Technologies 11% Materials 15,214 Sales in the Industrial Solutions segment rose considerably in 2021, exceeding our expectations of a slight decline. This was largely driven by volume growth. Against our assumptions, this more than compensated for the negative effects from the divestiture of the global pigments business. The segment's volume growth also led to considerably higher EBIT before special items, contrary to our fore- cast of a slight decline. ROCE was significantly above the prior-year level, as expected. 10,736 1,556 2,418 835 Nutrition & Care 8% Industrial Solutions 8,876 3,162 €17,184 million BASF Report 2021 3,447 100.0 Total assets amounted to €87,383 million as of December 31, 2021, €7,091 million above the prior-year level. Noncurrent assets rose by €1,908 million to €52,332 million. This I was mainly attributable to the €1,906 million increase in property, plant and equipment. Additions to property, plant and equipment amounted to €4,410 million and included €332 million in connection with the formation of BASF Shanshan Battery Materials Co., Ltd. Currency effects of €798 million also contributed to the increase. Depreciation amounted to €2,922 million. Intangible assets amounted to €13,499 million, €354 million above the prior year-end figure. The increase was due in particular to currency effects in the amount of €572 million. Additions to intangible assets totaled €470 million and included €392 million from the formation of BASF Shanshan Battery Materials, of which goodwill was €254 million. Amortization of €612 million had an offsetting effect. For more information on the above transactions see page 41 of this Management's Report and Note 3 to the Consolidated Financial Statements from page 207 onward BASF Report 2021 Management's Report - Net Assets Noncurrent other receivables and miscellaneous assets amounted to €1,722 million, up €810 million from the prior-year level. This pri- marily resulted from higher defined benefit assets and derivatives with positive fair values. Integral investments accounted for using the equity method rose by €662 million year on year to €2,540 million, mainly due to positive after-tax earnings at BASF YPC-Company Ltd., Nanjing, China, and positive currency effects. The €1,031 million decline in the carrying amounts of non-integral shareholdings accounted for using the equity method compared with December 31, 2020, was largely attributable to dividend pay- ments by and negative after-tax earnings at Wintershall Dea AG and to the disposal of the shareholding in Solenis. Other financial assets decreased by €7 million compared with the prior year-end figure. Deferred tax assets declined by €786 million, primarily as a result of lower pension provisions. Current assets rose by €5,183 million to €35,051 million. This was driven by the €3,858 million increase in inventories compared with the prior year-end as a result of higher raw materials prices and the stronger business performance in 2021. The €2,476 million increase in trade accounts receivable was also mainly due to strong business development. Other receivables and miscellaneous assets rose by €895 million, primarily due to higher tax refund claims and positive fair values of derivatives. The €1,706 million decrease in cash and cash equivalents compared with the figure as of December 31, 2020, to €2,624 million had an offsetting effect. Assets of disposal groups amounted to €840 million as of Decem- 80,292 ber 31, 2021. These include the assets of the shareholding in the Hollandse Kust Zuid wind farm and the kaolin minerals business, which is held for sale. 100.0 Total assets Cash and cash equivalents 2,624 3.0 4,330 5.4 Assets of disposal groups 840 1.0 1,182 1.5 Current assets 35,051 40.2 29,868 37.3 87,383 0.3 For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 200 onward 62 5.3 40,365 46.2 37,911 47.2 -3,855 -4.4 -8,474 -10.6 ■ 1,289 1.5 670 0.8 42,081 4,291 62 4.9 % BASF Report 2021 Management's Report - Financial Position Financial Position Equity and liabilities Subscribed capital and capital reserves Retained earnings Other comprehensive income Noncontrolling interests Equity Equity and liabilities December 31, 2021 December 31, 2020 Million € % Million € 4,282 48.2 207 208 13,145 16.4 ■ 21,553 24.7 19,647 24.5 Integral investments accounted for using the equity method 2,540 2.9 1,878 2.3 Non-integral investments accounted for using the equity method 9,843 11.3 15.4 10,874 13,499 Intangible assets BASF Report 2021 Management's Report - Net Assets Net Assets Assets Assets < > 61 At a glance Increase in total assets to €87,383 million mainly due to higher current assets ■ Intangible fixed assets and property, plant and equipment around €2.3 billion above the prior year-end figure overall December 31, 2021 December 31, 2020 Million € % Million € % Property, plant and equipment 0.2 13.5 575 13,868 15.9 10,010 12.5 Accounts receivable, trade 11,942 13.7 9,466 11.8 Other receivables and miscellaneous assets 5,568 6.4 4,673 5.8 Marketable securities Inventories Other financial assets 62.7 59.9 0.7 582 0.7 Deferred tax assets 2,600 3.0 3,386 4.2 Other receivables and miscellaneous assets 1,722 2.0 912 1.1 Noncurrent assets 52,332 50,424 34,398 42.8 Provisions for pensions and similar obligations Net debt Million € Noncurrent financial indebtedness + Current financial indebtedness Maturities of financial indebtedness Million € December 31, December 31, 2022 3,420 2021 2020 2023 2,208 13,764 15,819 For more information on the development of the balance sheet, see the Ten-Year Summary on page 288 2024 For more information on the composition and development of individual asset items, see the Notes to the Consolidated Financial Statements from page 200 onward Liabilities of disposal groups amounted to €61 million. 100.0 Equity rose by €7,683 million compared with the previous year to €42,081 million. Retained earnings rose by €2,454 million, mainly because net income significantly exceeded the dividend payments of €3,031 million disbursed in the second quarter of 2021. Other comprehensive income increased equity by €4,619 million, primarily as a result of actuarial gains and currency effects. The equity ratio improved from 42.8% to 48.2%. Compared with the 2020 year-end, noncurrent liabilities declined by €4,394 million to €25,220 million. This was primarily attributable to the €2,406 million decrease in provisions for pensions and similar obligations, mainly as a result of higher interest rates in all relevant currency zones and returns on plan assets. Furthermore, noncurrent financial indebtedness declined by €2,055 million. This was primarily due to the reclassification of three bonds with an aggregate carrying amount of €1,936 million and a loan in the amount of €240 million to current financial indebtedness. Exchange rates and interest had an offsetting effect. Tax provisions declined by €172 million year on year to €415 million. By contrast, deferred tax liabilities were slightly above the prior year- end figure, at €1,499 million. 63 89 BASF Report 2021 Management's Report - Financial Position The €111 million decrease in other noncurrent liabilities largely resulted from lower negative fair values of derivatives. Other provisions rose by €298 million, mainly due to higher environ- mental provisions. At €20,081 million, current liabilities were €3,801 million above the figure as of December 31, 2020. This was primarily due to the €2,535 million increase in trade accounts payable, largely as a result of positive business development. In addition, current provisions rose by €1,110 million compared with the previous year, primarily from higher provisions for bonus payments and for rebates. Other liabilities increased by €239 million. Current financial indebtedness was on a level with the prior year- end. This was attributable to the above-mentioned reclassification of three bonds and a loan in the aggregate amount of around €2.2 bil- lion from noncurrent to current financial indebtedness. The reduction in commercial paper at BASF SE (around €1 billion) and the sched- uled repayment of a eurobond (€1 billion) and a loan (€150 million) had an offsetting effect. Tax liabilities rose by €173 million compared with the previous year. Net debt declined by €325 million compared with December 31, 2020, to €14,352 million. 20.3 1,280 3,395 Our financing policy aims to ensure our solvency at all times, limiting the risks associated with financing and optimizing our cost of capi- tal. We preferably meet our external financing needs on the interna- tional capital markets. We strive to maintain a solid A rating, which ensures unrestricted access to financial and capital markets. Our financing measures are aligned with our operational business planning as well as the com- pany's strategic direction and also ensure the financial flexibility to take advantage of strategic options. 7,207 BASF enjoys good credit ratings, especially compared with com- petitors in the chemical industry. Standard & Poor's most recently confirmed its rating for BASF of A/A-1/outlook stable on January 6, 2022. Moody's most recently confirmed BASF's A3/P-2/outlook stable rating on January 5, 2022. Fitch's rating of A/F1/outlook stable from June 11, 2021, also remained unchanged. We have solid financing. Corporate bonds form the basis of our medium to long-term debt financing. These are issued in euros and other currencies with different maturities as part of our €20 billion debt issuance program. The goal is to create a balanced maturity profile, diversify our financing and optimize our debt capital financing conditions. For short-term financing, we use BASF SE's global commercial paper program, which has an issuing volume of up to $12.5 billion. As of December 31, 2021, commercial paper with a carrying amount of €248 million was outstanding under this program. A firmly com- mitted, syndicated credit line of €6 billion with a term until 2026 covers the repayment of outstanding commercial paper. It can also be used for general company purposes. The credit line, as well as a short-term credit line of €3 billion that expired in the second quarter of 2021, were not used at any point in 2021. Our external financing is therefore largely independent of short-term fluctuations in the credit markets. 99 64 Management's Report - Financial Position 65 69 Financing instruments Million € 248 Commercial paper Financing policy and credit ratings 3,420 For more information, see Note 25 to the Consolidated Financial Statements on page 263 and the forecast from page 145 onward Net debt 2025 1,892 17,184 19,214 208 207 - Cash and cash equivalents 2,624 4,330 2026 2027 and beyond 1,177 14,352 14,677 Financial indebtedness - Marketable securities Off-balance sheet obligations mainly relate to long-term purchase obligations for raw materials. We also concluded long-term supply agreements for green power in 2021. In addition, obligations exist in connection with initiated or planned investment projects. Rated A by Standard & Poor's, Moody's and Fitch Cash flows from operating activities and free cash flow higher year on year Net debt slightly reduced to €14,352 million Equity ratio of 48.2% after 42.8% in previous year Financial indebtedness Other liabilities Noncurrent liabilities 13,764 15.8 15,819 19.7 1,600 1.8 1,711 2.1 25,220 28.8 29,614 36.9 1.8 Accounts payable, trade 1,484 1,782 6,160 7.0 8,566 10.7 Deferred tax liabilities 1,499 1.7 1,447 1.8 Tax provisions 415 0.5 587 0.7 Other provisions 2.0 7,826 9.0 5,291 4.3 Liabilities of disposal groups 61 0.1 341 0.4 Current liabilities 20,081 23.0 16,280 Total equity and liabilities 87,383 100.0 80,292 At a glance 3,440 4.2 3,679 Other liabilities 6.6 Provisions 3,935 4.5 2,825 3.5 Tax liabilities Liabilities to banks 1,161 988 1.2 Financial indebtedness 3,420 3.9 3,395 4.3 1.3 Off-balance sheet obligations 7,231 -191 5,892 4,328 5,947 Surface Technologies 8% Nutrition & Care 1,883 2,204 1,844 2,205 1,819 2,359 2,098 2,108 Industrial Solutions Surface Technologies 3,062 4,052 2,657 3,973 2,143 3,743 2,874 3,447 Materials 3,099 5,631 4,142 5,189 702 783 Other 1,601 1,760 1,474 1,593 1,766 1,963 2,819 2,846 Agricultural Solutions 11% 5% 1,455 1,727 1,427 1,598 1,555 1,584 1,582 1,533 Nutrition & Care 11% Agricultural Solutions 5,090 Other 793 19% Industrial Solutions 4,881 80,292 87,383 7,677 26% Other 156 183 24,131 23,121 -1,203 -641 18% Agricultural Solutions 459 347 14,840 15,305 582 696 8% Nutrition & Care 510 654 688 4,869 a Additions to property, plant and equipment (of which from acquisitions: €332 million in 2021 and €559 million in 2020) and intangible assets (of which from acquisitions: €392 million in 2021 and €691 million in 2020) BASF Report 2021 Management's Report - Business Review by Segment 2,147 3,731 1,783 3,693 1,791 3,419 2,350 2,736 Chemicals Materials 2020 2021 17% 2020 2020 2021 2020 2021 Chemicals Q4 Q3 Q2 Q1 Contributions to total sales by segment Million € Salesa 2021 507 6,214 484 120 37 143 104 256 138 254 218 Nutrition & Care 9% Agricultural Solutions 215 32 200 119 -151 289 220 360 Surface Technologies 7% Nutrition & Care 200 171 186 Other -8% Agricultural Solutions 807 a Quarterly results not audited 976 1,113 1,227 581 1,865 226 2,355 1,640 2,321 BASF Group -153 262 -237 -80 -236 -299 -560 Other 15 -77 26 -90 120 75 809 -11 163 165 273 2020 2021 2020 2021 38% Chemicals Q4 Q3 Q2 Q1 29% 70 2021 70 Income from operations (EBIT) before special itemsa Million € 15,905 19,776 13,811 12,680 19,753 16,753 19,400 BASF Group 307 1,113 667 Contributions to EBIT before special items by segment 2020 19,669 2020 10% 2021 Industrial Solutions 266 Surface Technologies 489 323 631 -80 792 209 672 Materials 217 Industrial Solutions Materials 31% 13% 558 174 990 Chemicals 850 46 576 -2 227 EBIT before special items €2,974 million Depreciation and amortizationa Income from operations (EBIT) Special items 2020: €445 million BASF Report 2021 Management's Report - Chemicals Business review Segment data - Chemicals Million € At a glance Sales rise 68.2% to €13,579 million, mainly due to higher prices EBIT before special items improves by 568.3% to €2,974 million of which Petrochemicals Intermediates At €13,579 million, sales to third parties in the Chemicals segment were €5,508 million above the prior-year figure in 2021. Both divi- sions contributed to the increase with considerable sales growth. The Petrochemicals division increased sales by €4,248 million to €9,674 million, while sales in the Intermediates division rose by €1,259 million to €3,904 million. Factors influencing sales - Chemicals Chemicals Petrochemicals Intermediates Intersegment transfers Sales including transfers EBIT before special items. Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales to third parties 2020 €8,071 million Management's Report - Chemicals Sales BASF Group 2,311 Return on capital employed (ROCE) Assets 1,456 2,316 59 1,822 -2,638 1,227 932 a Quarterly results not audited BASF Report 2021 ΚΣ 72 12 Chemicals The Chemicals segment consists of the Petrochemicals and Intermediates divisions. It supplies the other segments with basic chemicals and intermediates, contributing to the organic growth of our key value chains. Alongside internal transfers, our customers mainly come from the chemical and plastics industries. We aim to further expand our competi- tiveness through technological leadership and operational excellence. For more information on the Chemicals segment's business model, see page 33 onward Electrically heated steam cracker furnace We have signed an agreement with SABIC and Linde to develop and pilot electrically heated steam cracker furnaces. Together, we developed concepts to replace the fossil fuels used in the heating process with renewable energy. We want to make a significant contribution to reducing carbon emissions in the chemical industry with this innovative and promising solution. If energy from renewable sources is used, the new technology has the potential to almost completely avoid CO2 emissions. Discover our carbon management at basf.com/carbon-management €13,579 million 73 767 2020 1,429 -46.3% 2,997 -192 23 -637 2,974 445 568.3% 15.3 % -2.2 10,369 7,896 31.3% 1,157 871 32.9% -109 97 32.9 27.7 % 204.3% +/- 13,579 8,071 68.2% 9,674 5,426 78.3% 3,904 2,645 47.6% 4,269 2,861 49.2% 17,848 10,932 63.3% 3,724 1,305 185.4% 3,764 1,237 2021 262 762 -42 Chemicals 605 170 981 -18 850 -504 561 160 30% Industrial Solutions Materials 648 119 -102 620 -546 315 420 Surface Technologies 13% 10% Materials 2021 96 BASF Report 2021 Management's Report - Business Review by Segment Income from operations (EBIT)a Million € Contributions to EBIT by segment < > 71 Q1 2020 Q2 Q4 Chemicals 39% 2021 2020 2021 2020 2021 2020 Q3 -645 Industrial Solutions 240 105 86 40 103 Other -8% Agricultural Solutions 804 787 255 35 -44 -304 -99 4 Other -576 -321 -285 -128 95 259 194 215 340 133 229 78 136 179 Nutrition & Care 7% Surface Technologies 244 356 289 -176 104 -803 12 175 Agricultural Solutions 9% Nutrition & Care 217 Sales were also reduced by slightly negative currency effects in both divisions, mainly relating to the U.S. dollar. 1.1% 9.6% Isocyanates 1,765,000 Annual capacity (metric tons) South America, Africa, Middle East Asia Pacific North America Europe Urea Chlorine Ammonia Polyamides 6 and 6.6 Product Monomers For the outlook for 2022, see page 148 onward EBIT rose by €2,454 million year on year to €2,345 million. Special items amounted to -€73 million in 2021, after -€944 million in 2020. The special charges in the previous year were primarily attributable to impairments. Income from operations (EBIT) before special items rose by €1,583 million compared with 2020 to €2,418 million. Both divi- sions considerably increased EBIT before special items. Earnings growth in the Monomers division was primarily due to higher mar- gins in isocyanates and polyamides. In the Performance Materials division, EBIT before special items was above the prior-year level, mainly driven by positive volume development. Use in the BASF Verbund Industries such as plastics, woodworking, furniture, packaging, textile, construction and automotive Automotive manufacture, electrical engineering, packaging, games, sports and leisure, household, mechanical engineering, construction, agriculture, medical technology, sanitation and water industry, solar thermal energy and photovoltaics Customer industries and applications Isocyanates (MDI, TDI), ammonia, caprolactam, adipic acid, chlorine, urea, glues and impregnating resins, caustic soda, polyamides 6 and 6.6, standard alcoholates, sulfuric and nitric acid Engineering plastics, biodegradable plastics, foam specialties, polyurethanes Production capacities of selected products in the regionsa Polyamide precursors Propylene Sulfuric acid 2020: €822 million EBIT before special items €1,006 million 2020: €7,644 million €8,876 million Sales Discover acResinⓇ at basf.com/acresin acResinⓇ is a high-performance UV-curable hotmelt made of 100% acrylic. We want to play a key role in making the self-adhesives market more sustainable with this product, which is why we have steadily expanded the range of applications for acResinⓇ and plan to continue to do so in the future. An eco- efficiency analysis certified by TÜV, an independent testing services provider, showed that compared with traditional solvent-based adhesives, acResinⓇ enables a significant reduction in CO2 emissions of around 60%. Due to the consistent rise in market demand and range of applications, BASF expects to continue to grow by around 8% annually with acResinⓇ until 2026. FacResinⓇ for more sustainable self-adhesives: For more information on the Industrial Solutions segment's business model, see page 33 onward The Industrial Solutions segment consists of the Disper- sions & Resins and the Performance Chemicals divisions. It develops and markets ingredients and additives for industrial applications, such as fuel and lubricant solutions, polymer dispersions, resins, electronic materials, antioxidants, light stabilizers, oilfield chemicals, and mineral processing and hydrometallurgical chemicals. We aim to grow organically in key industries such as automotive, plastics, electronics, and energy and resources, and expand our position by leveraging our comprehensive industry expertise and application know-how. Industrial Solutions 19 < > 79 Management's Report - Industrial Solutions BASF Report 2021 920,000 675,000 1,420,000 925,000 2,620,000 545,000 595,000 a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Products BASF Report 2021 7,292 7,922 29% BASF Report 2021 Currency effects, primarily relating to the U.S. dollar, had a slightly negative impact on sales development in both divisions. Portfolio effects from the acquisition of the integrated polyamide business from Solvay, which closed as of January 31, 2020, had a slightly positive impact on sales. Volumes rose significantly as a result of strong demand and contrib- uted to sales growth. The Performance Materials division recorded higher sales volumes in the transportation and consumer goods industries, especially in Asia Pacific and Europe. In the second half of 2021, volume development was however negatively impacted by the semiconductor shortage in the automotive market and the resulting production outages. Overall, sales volumes in the con- struction industry were slightly above the prior-year level. Higher volumes in Europe more than compensated for lower volumes in North America. The Monomers division increased volumes, espe- cially of polyamide 6.6 following the slight recovery in automotive production in 2021 after the weak prior year due to the pandemic. Sales volumes of methylene diphenyl diisocyanate (MDI) were also higher. Sales growth was due mainly to significantly higher prices resulting from strong demand alongside low product availability and increased prices for raw materials. Production and supply chain disruptions associated with extreme weather conditions and raw material short- ages negatively impacted product market availability. The Mono- mers division achieved higher prices primarily in isocyanates and polyamides, while the Performance Materials division raised price levels mainly in polyurethane systems and engineering plastics. 55.3% 29.4% 41.7% Sales -0.3% Management's Report - Materials -1.5% Currencies 0.9% 0.6% 0.7% Portfolio a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets 45.2% 16.2% 30.0% Prices -0.9% Materials - sales By division €7,292 million 19% 47% 5% 39% 20% 36% (million €) Total South America, Africa, Middle East Asia Pacific North America Europe 78 Performance Materials Division, products, applications Monomers Performance Materials €7,922 million Monomers Share of sales: 52% Divisions (Location of customer) Division sales by region €15,214 million Performance Materials Share of sales: 48% 5% 6.1% Management's Report - Industrial Solutions Segment data - Industrial Solutions Million € 11.4% Volumes -1.1% 177 175 Research and development expenses Performance Chemicals Resins Dispersions & Industrial Solutions 11.4% 9.1% 361 -1.6% 6,402 6,302 9.3 15.2 % 22.4% 822 1,006 331 11.5% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets Prices Portfolio effects in the Dispersions & Resins division following the disposal of the global pigments business as of June 30, 2021, had an offsetting impact. The higher price level was driven primarily by increased raw materi- als prices. Both divisions raised prices in almost all business areas and all regions. The positive sales performance was attributable to higher volumes and prices in both divisions. The increase in sales volumes mainly resulted from the global economic recovery from the coronavirus pandemic. Volume growth in the Dispersions & Resins division was mainly driven by the dispersions business. The Performance Chemi- cals division recorded higher sales volumes in all business areas. Share of sales: 36% €3,195 million Performance Chemicals €8,876 million €5,681 million Dispersions & Resins Share of sales: 64% 15.1% 16.7% 16.1% Sales Industrial Solutions - sales By division -1.8% -1.3% -1.5% Currencies 0.0% -7.9% -5.0% Portfolio 5.4% 14.5% 11.2% 78.4% Business review -192 53.1% 420 15.1% 2,775 3,195 16.7% 4,869 5,681 16.1% 7,644 8,876 375 Intersegment transfers Sales to third parties Considerable increase in EBIT before special items to €1,006 million Sales of € 8,876 million; considerable growth mainly driven by higher volumes and prices At a glance ■ +/- 2020 2021 60 80 of which Dispersions & Resins Performance Chemicals 11.9% Sales influences - Industrial Solutions Sales to third parties in the Industrial Solutions segment rose by €1,232 million year on year to €8,876 million in 2021. This was attributable to considerably higher sales in both divisions. The Dispersions & Resins division increased sales by €812 million to €5,681 million. Sales in the Performance Chemicals division amounted to €3,195 million, €420 million above the prior-year figure. 630 965 -19.0% 469 380 14.4 15.1 % 22.3% 1,099 1,344 13.0% 1,189 1,343 15.9% 8,019 9,296 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Investments including acquisitionsb Return on capital employed (ROCE) Assets EBIT before special items Depreciation and amortizationa Income from operations (EBIT) Special items -42 Volumes 182 Research and development expenses Production capacities of selected products in the regionsa Management's Report - Chemicals BASF Report 2021 Use in the BASF Verbund Chemical, plastics, coatings, construction, automotive, wind energy, pharmaceutical and agricultural industries; production of detergents and cleaners as well as crop protection products and textile fibers Use in the BASF Verbund Chemical, plastics, construction, detergent, hygiene, automotive, packaging and textile industries; production of paints, coatings, cosmetics, oilfield and paper chemicals Customer industries and applications Specialties: Specialty amines such as tertiary butylamine and polyetheramine, gas treatment chemicals, vinyl monomers, acid chlorides, chloroformates, chiral intermediates Basic products: butanediol and derivatives, alkylamines and alkanolamines, neopentyl glycol, formic and propionic acid Product Ethylene, propylene, butadiene, benzene, alcohols, solvents, plasticizers, alkylene oxides, glycols, acrylic monomers, styrene and polystyrene, styrenic foams, superabsorbents 3% 45% 15% 37% 9,674 5% 11% 28% 56% (million €) 3,904 Acrylic acid Alkylamines Formic acid 550,000 680,000 910,000 305,000 250,000 1,510,000 (metric tons) Annual capacity South America, Africa, Middle East Asia Pacific North America Europe Propylene Propionic acid PolyTHFⓇ Oxo-C4 alcohols (calculated as butyraldehyde) Neopentylglycol Ethylene oxide Ethylene Ethanolamines and derivatives Butanediol equivalents Butadiene Benzene Africa, Middle East 440,000 Asia Pacific Europe Sales performance was mainly driven by significantly higher price levels. This was largely due to strong demand alongside low prod- uct availability, mainly caused by extreme weather conditions such as Winter Storm Uri in North America, supply chain disruptions, as well as significantly higher feedstock and energy costs. As a result, the Petrochemicals division increased prices in all business areas, especially for steam cracker products, styrene monomers and along the entire propylene value chain. The Intermediates division raised prices in the butanediol and derivatives business in particular, as well as in the acids and polyalcohols business. 47.6% 78.3% 68.2% Sales a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets -0.4% -2.6% -1.9% Currencies Sales growth was supported by a significant increase in volumes due to strong demand. Volumes in the Petrochemicals division grew mainly in steam cracker products and styrene monomers. The Research and development expenses -1.0% -0.7% Portfolio Investments including acquisitionsb 40.2% 71.5% 61.2% Prices 7.9% 10.5% 0.0% Intermediates division increased volumes primarily in the butanediol and derivatives business and in the acids and polyalcohols busi- ness. The amines business in Europe also posted significant volume growth. In the previous year, volume development was significantly weighed down by the impact of the coronavirus pandemic and the unplanned outage of the steam cracker in Port Arthur, Texas. Sales growth was curbed by negative currency effects, mainly relating to the U.S. dollar. Sales development was slightly dampened by portfolio effects in the Petrochemicals division from the disposal of our share in the condensate splitter in Port Arthur, Texas, to Total Petrochemi- cals & Refining USA, Inc. Total South America, Products Intermediates Petrochemicals Division, products, applications Intermediates Petrochemicals Divisions Division sales by region (Location of customer) For the outlook for 2022, see page 148 onward EBIT amounted to €2,997 million, an improvement of €3,189 mil- lion compared with the previous year. This included special income from the disposal of our share in the condensate splitter in the first quarter of 2021. In the previous year, special items were mainly impacted by impairments. Compared with 2020, income from operations (EBIT) before special items rose by €2,529 million to €2,974 million as a result of considerable earnings growth in both divisions. In both the Petrochemicals and Intermediates divisions, this was primarily attributable to significantly higher margins, higher sales volumes and improved income from investments accounted for using the equity method. 74 < > Management's Report - Chemicals BASF Report 2021 Share of sales: 29% €3,904 million Intermediates €13,579 million Petrochemicals Share of sales: 71% €9,674 million Chemicals - sales By division North America 193 3,480,000 255,000 1,665 817 14.5 20.8 % 103.2% 1,556 3,162 87.2% 1,714 -50.9% 3,208 11,456 16,464 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Sales including transfers Assets Return on capital employed (ROCE) EBIT before special items Depreciation and amortizationa Income from operations (EBIT) Special items Factors influencing sales - Materials The Materials segment increased sales to third parties by €4,478 million year on year to €15,214 million in 2021. This was due to considerable sales growth in both divisions. The Monomers division increased sales by €2,821 million to €7,922 million. At €7,292 million, sales in the Performance Materials division were €1,657 million above the prior-year figure. 43.7% 2,345 -109 -73 9.6% 14.1% 12.0% Volumes -63.8% 1,957 709 Investments including acquisitionsb Monomers Materials Materials Performance 23.8% 9,118 11,286 -1.1 22.8 % 189.6% 835 2,418 92.3% -944 73.6% 1,445,000 720 Intersegment transfers Discover Haptex® at basf.com/haptex Haptex® is a more environmentally friendly, water-soluble polyurethane solution used in the pro- duction of synthetic leather. Among other things, HaptexⓇ's solvent-free production process cuts greenhouse gas emissions by around 50%. It also reduces energy consumption by more than 20% per kilo of chemicals in synthetic leather production. Moreover, Haptex® offers a wide range of applications and meets the demand for products that are eco-conscious, durable and high quality. BASF expects to grow faster than the market for solvent-based products with Haptex®. The company aims to achieve annual growth of more than 50% with the product by 2025. Haptex® For more information on the Materials segment's business model, see page 33 onward The Materials segment comprises the Performance Materials and Monomers divisions. The segment's portfolio comprises advanced materials and their precursors for new applications and systems such as isocyanates, polyamides and inorganic basic products as well as specialties for the plastics and plastics processing industries. We aim to grow mainly orga- nically, differentiate ourselves from our competitors through specific technology expertise, industry knowledge and customer proximity, and create maximum value in the iso- cyanate and polyamide value chains. Materials < > 76 Management's Report - Materials BASF Report 2021 75 Sales < > 565,000 545,000 a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Plasticizers Superabsorbents StyroporⓇ/NeoporⓇ 2,630,000 180,000 350,000 1,625,000 595,000 €15,214 million 2020: €10,736 million EBIT before special items €2,418 million 55.3% 5,101 7,922 29.4% 5,635 7,292 Monomers of which Performance Materials 41.7% 10,736 15,214 Sales to third parties ■ EBIT before special items of €2,418 million; considerable increase as a result of higher earnings in both divisions ■Sales growth of 41.7% to €15,214 million, mainly driven by higher prices At a glance +/- 2020 2021 77 Segment data - Materials Million € Business review Management's Report - Materials BASF Report 2021 1,250 2020: €835 million It is the first herbicide since 1985 to receive a new mode of action classifi- cation from the global industry organi- zation HRAC.* With more than 50% carbon content of the active ingredient coming from renewable sources and no known cross-resistance, LuximoⓇ offers farmers in Australia and, in the future, in the E.U. and U.K. a new solu- tion for sustainable weed resistance management. We anticipate a peak sales potential for this product in the low three-digit million euro range. Smart stewardship: Our stewardship tools and services are tailored to farmers' daily work. Farmers get the support they need to use our products safely: access to tools and services, protective equipment, customized training, digital solutions and new and future-oriented application technologies such as drones. EBIT before special items €6,442 million 2020: €6,019 million Sales variants at their fingertips the whole array of sensory the right emollient, and places Identify... Emollient Jockey Start here you from the idea generation to product design . A digital and agile experience that helps we delight you? What's D'lite and how can Cations. We chemistry D-BASF For more information on the Nutrition & Care segment's business model, see page 33 onward 29% 15% 3,440 Automotive catalysts, process catalysts and technologies, battery materials, precious and base metal services Coatings solutions for automotive applications, technology and system solutions for surface treatments, decorative paints Customer industries and applications €497 million Automotive, chemical and pharmaceutical industries, refineries, battery manufacturers, solutions for the protection of air quality as well as the production of fuels, chemicals, plastics and battery materials, battery material recycling Automotive industry, body shops, steel industry, aviation, aluminum applications in the architecture and construction industries, household appliances, painting businesses and private consumers Management's Report - Nutrition & Care D'lite Keeping on top of rapidly changing consumer trends in a fast-moving cosmetics market is a major challenge for traditional market analyses and product development processes. BASF developed a new digital platform to address precisely this: D'lite helps customers to identify the best cosmetic offerings and ingredients. This service combines the Care Chemicals division's industry knowledge with a wide range of data from multiple internal and external sources, including analyses of social media sites, blogs, forums and review portals. D'lite supports BASF's customers along the entire product development chain - from consumer and market understanding, concept and strategy development to formulation design - and enables them to speed up the formulation process by up to 50%. Discover D'lite at dlite-global.basf.com Nutrition & Care In the Nutrition & Care segment, consisting of the Care Chemicals and Nutrition & Health divisions, we serve the growing and increasingly sophisticated demands for fast- moving consumer goods. Our customers include food and feed producers as well as the pharmaceutical, cosmetics, detergent and cleaner industries. We also offer solutions for technical applications and for crop protection and nutrition. We strive to expand our position as a leading provider of ingredients and solutions for consumer goods in the areas of nutrition, home and personal care. Our goal is to drive organic growth. We focus on emerging markets, new busi- ness models and sustainability trends in consumer markets, supported by acquisitions. BASF Report 2021 23% 2020: €773 million 85 6,933 Sales including transfers 14.4% 429 491 Intersegment transfers -1.3% 2,030 2,003 Nutrition & Health 11.3% 3,989 4,439 7.0% 6,019 6,442 of which Care Chemicals BASF Report 2021 Management's Report - Nutrition & Care Business review Segment data - Nutrition & Care Million € 96 86 85 2021 +/- At a glance ■Sales growth of €423 million to €6,442 million due to higher volumes and raised prices ■ EBIT before special items declines €276 million to €497 million as a result of lower contributions from both divisions Sales to third parties 2020 6,448 33% 4% 11.4% 41.6% 36.0% Sales -2.4% -3.9% -3.6% Currencies -0.1% 2.6% 2.1% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets 3.2% 30.4% 25.3% 10.7% 12.5% Investments including acquisitionsb 1,469 585 151.2% Catalysts Coatings ongoing shortage of semiconductors in the automotive market and production and supply chain disruptions. Research and development expenses 246 20.4% Volumes Prices Portfolio 12.2% 296 19,219 Surface Technologies - sales By division €22,659 million 33% 34% 29% (million €) Total South America, Africa, Middle East Asia Pacific North America Products For the outlook for 2022, see page 148 onward Coatings EBIT rose by €1,348 million to €761 million. In 2021, we recorded special items of -€39 million after -€1,071 million in 2020, mainly in connection with special charges for impairments. Catalysts Division, products, applications Coatings Catalysts Division sales by region (Location of customer) Divisions €3,440 million Coatings Share of sales: 85% Share of sales: 15% Sales growth was driven by the strong increase in precious metal prices in the Catalysts division. This also led to considerably higher sales in precious metal trading, at €10,376 million (2020: €7,612 mil- lion). The Coatings division recorded slightly higher prices in all business areas. Considerably higher sales volumes on the back of the global economic recovery from the coronavirus pandemic and following stronger demand also contributed to the positive sales develop- ment. Both divisions increased volumes in all business areas. Volume development in the segment was dampened by the €19,219 million Catalysts Portfolio effects in the Catalysts division following the acquisition of our majority shareholding in BASF Shanshan Battery Materials Co., Ltd. had a slightly positive impact on sales. BASF Report 2021 Management's Report - Surface Technologies 84 54 At €800 million, income from operations (EBIT) before special items was €316 million above the 2020 figure due to considerably higher earnings in the Catalysts division. This was driven by growth in sales volumes and the considerably higher earnings contribution from precious metal trading. EBIT before special items in the Coatings division declined con- siderably compared with the previous year. The significant rise in volumes was unable to compensate for higher fixed costs, primarily from higher bonus provisions, and a weaker margin due to increased raw materials prices. Sales performance was weighed down by negative currency effects, mainly relating to the U.S. dollar. 7.5% Sales to third parties in the Nutrition & Care segment rose by €423 million year on year to €6,442 million in 2021. This was attri- butable to the Care Chemicals division, which recorded sales growth of €450 million to €4,439 million. By contrast, in the Nutrition & Health division, sales declined by €27 million compared with 2020 to €2,003 million. Factors influencing sales - Nutrition & Care 35% 18% 37% 4,439 9% 20% 18% 53% (million €) Total South America, Africa, Middle East Asia Pacific North America Europe Products Nutrition & Health Care Chemicals €6,442 million Nutrition & Health Share of sales: 31% BASF Report 2021 Management's Report - Nutrition & Care 80 87 10% Compared with the prior-year figure, income from operations (EBIT) before special items declined by €276 million to €497 mil- lion due to lower earnings contributions from both divisions. The decline in earnings in the Nutrition & Health division resulted from lower margins, driven by higher prices for raw materials and energy, the lower availability of vitamin A, and higher fixed costs, primarily from higher bonus provisions. EBIT before special items in the Care Chemicals division decreased due mainly to higher fixed costs, largely as a result of higher bonus provisions. For the outlook for 2022, see page 148 onward Division sales by region (Location of customer) Divisions Care Chemicals Nutrition & Health Division, products, applications EBIT declined by €134 million year on year to €554 million. It included special income from the sale of the production site in Kankakee, Illinois, in the second quarter of 2021. In the previous year, EBIT included special charges, mainly for impairments and provisions, primarily for the optimization of production structures in the Nutrition & Health division. €2,003 million 2,003 Ingredients for detergents and cleaners in household, institution or industry, such as surfactants, enzymes, chelating agents, water- soluble polymers, biocides and products for optical effects Discover Luximo at basf.com/luximo LuximoⓇ controls a broad range of resistant and difficult-to-control grass weeds in wheat and other cereal crops. LuximoⓇ: novel herbicide active ingredient 88 Management's Report - Agricultural Solutions BASF Report 2021 650,000 30,000 170,000 78,000 550,000 Annual capacity (metric tons) : a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Nonionic surfactants Methane sulfonic acid Chelating agents Citral Chemical ingredients and processing additives, for example for crop protection, excipients for chemical processes such as emulsion polymerization, metal surface treatments or textile processing, as well as products for concrete additives, biofuels and other industrial applications Additives for the food and feed industries, such as vitamins, carotenoids, sterols, enzymes, emulsifiers, omega-3 fatty acids. Industrial enzymes for bioethanol and food production, natural and synthetic flavors and fragrances, such as citral, geraniol, citronellol, L-menthol and linalool, Isobionics® Santalol, valencene and nootkatone Excipients for the pharmaceutical industry and selected, high-volume active pharmaceutical ingredients, such as ibuprofen and omega-3 fatty acids Customer industries and applications Cosmetics, detergent and cleaner industry, agrochemical industry, technical applications for various industries Ingredients for skin and hair cleansing and care products, such as emollients, cosmetic active ingredients, polymers and UV filters Food and feed industries, flavor and fragrance industry, pharmaceutical industry and bioethanol industry Product Europe North America Asia Pacific South America, Africa, Middle East Anionic surfactants Production capacities of selected products in the regionsa €4,439 million Care Chemicals Share of sales: 69% Portfolio effects from the sale of the production site in Kankakee, Illinois, had a negative impact on sales in both divisions. Slightly negative currency effects, mainly relating to the U.S. dollar, had an offsetting effect. 6,214 7,231 10.6 8.2 % -35.7% 773 497 -85 57 -19.5% 688 554 -10.9% 464 413 19.1 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin Depreciation and amortizationa Income from operations (EBIT) Special items EBIT before special items. Return on capital employed (ROCE) Assets 16.4% 909 -23.6% 967 1,152 -16.0% % 15.0 1,190 Nutrition & Care Care Chemicals Nutrition & Health Investments including acquisitionsb -1.5% a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets Currencies -1.9% -1.9% -1.8% -1.2% 7.0% -1.3% Nutrition & Care - sales By division Sales The sales increase at segment level was primarily due to higher volumes. The Care Chemicals division increased its volumes mainly in the home care, industrial and institutional cleaning and industrial formulators business and in the personal care solutions business. Volumes rose slightly in the Nutrition & Health division, especially in the pharmaceutical and aroma ingredients businesses. This more than compensated for reduced volumes due to the lower availability of vitamin A. Sales were positively impacted by higher prices overall due to signifi- cantly higher price levels in the Care Chemicals division, especially in the oleo surfactants and fatty alcohols business as well as in the home care, industrial and institutional cleaning and industrial formulators business, mainly as a result of higher raw materials prices. This more than compensated for slightly lower prices in the Nutrition & Health division. 11.3% Surface Technologies -1.3% 7.4% 654 510 28.3% Volumes Prices Portfolio -1.2% 5.7% 3.2% Research and development expenses 172 160 7.7% 4.5% 6.9% 17.8% Europe 13,769 16.6 20.7 At €8,162 million, sales to third parties in the Agricultural Solutions segment were €502 million above the prior-year level in 2021. The main drivers were higher volumes in all regions and higher prices. Negative currency effects had an offsetting impact. Factors influencing sales - Agricultural Solutions Volumes Prices Depreciation and amortizationa Income from operations (EBIT) Special items EBIT before special items Return on capital employed (ROCE) Assets 662 1,000 -33.8% 696 582 19.6% -19 347 Investments including acquisitionsb 8.1% 3.1% 14,840 15,305 % 3.6 % -26.3% 970 715 95.1% -388 11,691 459 -14.2% 1,358 2020: €970 million BASF Report 2021 Management's Report - Agricultural Solutions Business review Segment data - Agricultural Solutions Million € 89 99 2021 2020 +/- At a glance ■ ■ Sales above prior-year level at €8,162 million due to volume growth and higher prices EBIT before special items of €715 million, 26.3% below 2020 figure, mainly from higher costs and negative currency effects Sales to third parties Intersegment transfers -18.2% 1,680 1,375 Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin 5.8% 7,751 1,582 8,202 91 40 6.6% 7,660 8,162 Sales including transfers -56.5% -24.3% 2.5% Research and development expenses Fungicides Herbicides Insecticides Seed Treatment Seeds & Traits EBIT amounted to €696 million, €114 million higher than in the previous year. This figure included special income from the sale of non-capitalized know-how. Special charges in connection with streamlining the global glufosinate-ammonium production network had an offsetting effect but were well below the special charges incurred in the previous year. For the outlook for 2022, see page 148 onward Europe North America Asia Pacific South America, Africa, Middle East 26% 38% 12% 24% Selected products Total (million €) Digital farming: Digitalization has the power to transform agriculture and make it more efficient and sustainable. Our digital solutions help farmers to produce more with less and grow their business profitably while reducing their environmental footprint. Sustainable solutions: We systematically steer our innovation pipeline according to sustainability criteria from an early stage on. This enables us to continually develop innovations that offer added value for farmers, the environment and society. We also assess each product in our existing portfolio with respect to its contribution to sustainability. In this way, we systematically steer our portfolio to annually increase the sales share from solutions that make a sub- stantial sustainability contribution. Climate-smart farming: We help farmers tackle pressing climate challenges with the right combination of technologies designed to increase yield, make farm management easier and more effective, and reduce the impact on the environment. Our technologies include nitrogen management products to improve fertilizer efficiency and lower greenhouse gas emissions, no-till herbicides, seeds and traits for more stress-resilient crops, digital solutions and bacteria that improve nitrogen availability to plants. We are committed to sustainable farming and focus on four areas to help farmers not only produce more, but also better. Good to know CredenzⓇ, FiberMax®, InVigor®, LibertyLink®, NunhemsⓇ, StonevilleⓇ Applications Flo Rite®, ILEVO®, Integral®, Nodulator® PRO, PonchoⓇ, Serifel®, SystivaⓇ, VaultⓇ HP, VelondisⓇ Seeds and traits for key field crops such as canola (oilseed rape), cotton, soybean and wheat, as well as vegetable seeds Improving seeds' potential with chemical and biological protection as well as inoculants Combating insect pests in agriculture and beyond with chemical and biological solutions, such as in the areas of public health, professional pest control and landscape maintenance Protecting crops against harmful fungal diseases; improving plant health, securing yield and harvest quality with chemical and biological solutions Reducing competition from weeds for nutrients, water and sunlight to secure Basta®, dimethenamid-p, EngeniaⓇ, FinaleⓇ, imazamox, yield and harvest quality 8,162 Boscalid, dimethomorph, F500®, Initium®, metiram, metrafenone, Revysol®, Serifel®, Xemium® KixorⓇ, Liberty, pendimethalin, TirexorⓇ, topramezone Alpha-cypermethrin, Broflanilide, chlorfenapyr, fipronil, InscalisⓇ, Interceptor®, NealtaⓇ, teflubenzuron, TermidorⓇ Indications and sectors Products and applications Agricultural Solutions Agricultural Solutions - sales Sales in the region South America, Africa, Middle East amounted to €1,990 million, €213 million above the previous year, and were driven by significantly higher price levels and considerable volume growth in all sectors, especially in Brazil. This more than offset negative currency effects, especially in Argentina and Brazil. In Asia, we increased sales by €114 million to €958 million. This was I mainly due to higher sales volumes, especially in fungicides and insecticides, primarily in China. Slightly higher price levels contrib- uted to the positive sales development, while negative currency effects had a dampening impact. Sales in North America rose by €81 million to €3,085 million. Higher sales volumes, especially for herbicides, more than compensated for negative currency effects and slightly lower prices. In Europe, sales rose by €93 million year on year to €2,128 million. This was primarily attributable to higher volumes, especially in fungi- cides and herbicides. Slightly higher prices contributed to sales performance. Sales were reduced by negative currency effects, mainly in eastern Europe and Turkey. €8,162 million By indication and sector a Depreciation and amortization of property, plant and equipment and intangible assets (including impairments and reversals of impairments) b Additions to property, plant and equipment and intangible assets Sales Currencies Portfolio 7.7% 840 904 -4.0% 6.6% €715 million €1,641 million €926 million Division (Location of customer) Agricultural Solutions sales by region At €715 million, income from operations (EBIT) before special items was €255 million below the 2020 figure. This was primarily attributable to significantly higher fixed costs, mainly from much higher bonus provisions, significantly higher raw materials prices and logistics costs, and a low-margin product mix. Earnings were also weighed down by negative currency effects. 90 90 Seeds & Traits Share of sales: 20% €620 million Seed Treatment Share of sales: 8% < > BASF Report 2021 Herbicides Share of sales: 31% €2,526 million Share of sales: 30% €2,449 million Fungicides Insecticides Share of sales: 11% Management's Report - Agricultural Solutions EBIT before special items 4.5 €8,162 million 203 171 11.4% 3,089 3,440 41.6% 13,570 19,219 36.0% 16,659 22,659 Intersegment transfers Coatings of which Catalysts Sales to third parties EBIT before special items rises 65.3% to €800 million due to increase in the Catalysts division Sales growth of 36.0% to €22,659 million, mainly as a result of significantly higher precious metal prices 2020: €16,659 million EBIT before special items €800 million 2020: €484 million BASF Report 2021 Management's Report - Surface Technologies Business review -15.7% Segment data - Surface Technologies Million € 33 2021 2020 +/- At a glance ■ 83 €22,659 million Sales to third parties in the Surface Technologies segment rose by €6,000 million compared with the previous year to €22,659 million. Both divisions contributed to the increase. The Catalysts division recorded sales growth of €5,649 million to €19,219 million. The Coatings division increased sales by €351 million year on year to €3,440 million. Depreciation and amortizationa Income from operations (EBIT) Special items Assets -4.8 5.6 % 65.3% 484 800 96.3% 2020: €7,660 million -39 -587 761 -67.6% 1,487 483 5.4 5.5 EBIT before special items Return on capital employed (ROCE) Sales including transfers Income from operations before depreciation, amortization and special items Income from operations before depreciation and amortization (EBITDA) EBITDA margin 22,831 16,862 Factors influencing sales - Surface Technologies 35.4% 966 32.2% 1,243 900 38.1% % 1,277 Sales -1,071 BASF's innovative Tri-Metal Catalyst tech- nology enables the partial substitution of palladium with platinum in production pro- cesses. Although slightly more palladium is produced every year than platinum, demand for palladium is currently around three times higher. Tri-Metal Catalysts help to reduce costs for automotive manufac- turers and partially alleviate deficits in the platinum metals market. With this tech- nology, BASF expects to expand its market share and anticipates a total annual sales potential of around €175 million by 2026. Dispersions & Resins Performance Chemicals Products Europe North America Asia Pacific Division, products, applications South America, Africa, Middle East (million €) 40% 40% 24% 30% 6% 5,681 Total 23% Performance Chemicals Division sales by region (Location of customer) Divisions Discover Tri-Metal Catalysts at catalysts.basf.com Sales 1 Peak sales describes the highest sales value to be expected in one year. For more information, see the Glossary on page 289. *Herbicide Resistance Action Committee For more information on the Agricultural Solutions segment's business model, see page 33 onward Agricultural Solutions Dispersions & Resins BASF Report 2021 81 54 Income from operations (EBIT) before special items rose consid- erably compared with 2020. This was attributable to considerably higher EBIT before special items in the Dispersions & Resins division, mainly as a result of volume growth. By contrast, EBIT before special items declined slightly in the Perfor- mance Chemicals division. This was primarily due to the increase in fixed costs mainly from higher bonus provisions, lower margins due to higher raw materials prices, and negative currency effects. This could not be offset by the division's positive volume performance. At €965 million, EBIT was €335 million above the prior-year figure. Special items amounted to -€42 million in 2021 after -€192 million in 2020. Special charges in the previous year related mainly to the carve-out of the pigments business and impairments. For the outlook for 2022, see page 148 onward Management's Report - Industrial Solutions 27% In the Agricultural Solutions segment, we aim to further strengthen our market position as an integrated provider. Our offer comprises seeds and seed treatment products, as well as fungicides, herbicides, insecticides and biological solu- tions, complemented by digital products to help farmers achieve better yield. Our strategy is based on innovation- driven organic growth and targeted portfolio expansion through acquisitions. Customer needs, societal expectations and reducing environmental impacts are what motivate us to innovate. 3,195 Tri-Metal Catalyst technology: For more information on the Surface Technologies segment's business model, see page 33 onward 10% The Surface Technologies segment comprises the Catalysts and Coatings divisions, which offer chemical solutions for surfaces. Its portfolio serves industries such as the auto- motive and chemical sectors and includes automotive OEM and refinish coatings, surface treatment, catalysts, battery materials, and precious and base metal services. We improve our customers' applications and processes with tailored products, technologies and solutions, and support them through geographical proximity across all regions. The aim is to drive BASF's growth by leveraging our portfolio of technologies and expanding our position as a leading and innovative provider of battery materials and surface coatings solutions. 62 82 < > Management's Report - Surface Technologies BASF Report 2021 265,000 67,000 1,783,000 a All capacities are included at 100%, including plants belonging to joint operations and joint ventures. Polyisobutene Formulation additives Surface Technologies Annual capacity (metric tons) : Acrylics dispersions Process chemicals for the extraction of oil, gas, metals and minerals; chemicals for enhanced oil recovery Fuel and refinery additives, polyisobutene, brake fluids and engine coolants, lubricant additives and basestocks, components for metalworking fluids and compounded lubricants Kaolin minerals Customer industries and applications Antioxidants, light stabilizers and flame retardants for plastic applications Chemicals, plastics, consumer goods, automotive and transportation industries, as well as energy and resources Coatings, construction, paper, printing and packaging, adhesives and electronics industries Production capacities of selected products in the regionsa Product Europe North America Asia Pacific South America, Africa, Middle East Polymer dispersions, resins, additives, electronic materials 232 Statement of Changes in Equity 231 Statement of Cash Flows .227 Balance Sheet 228 Statement of Income and Expense Recognized in Equity 184 Statement of Income 229 Notes ΚΣΕΙ 7 BASF Report 2023 About This Report About This Report] GRI 2,305 At a glance ■ Integrated BASF Report serves as U.N. Global Compact progress report ■ Financial reporting in accordance with IFRS, HGB and GAS Nonfinancial reporting in accordance with HGB and additional sustainability reporting in accordance with GRI External audit by KPMG AG Wirtschaftsprüfungsgesellschaft - Editorial deadline: February 19, 2024 Integrated reporting This integrated report documents BASF's economic, environmental and social performance in 2023. We show how we as a company create value for our stakeholders and how sustainability contributes to BASF's long-term success as an integral part of our corporate purpose and our strategy. Disclosures on BASF SE in Accordance with the German Commercial Code (HGB) Content and structure The BASF Report, which is published each year in English and German, combines the major financial and sustainability-related information necessary to comprehensively evaluate the company's performance. We select the report's topics based on the following principles: materiality, completeness, sustainability context, balance and stakeholder inclusion. In addition to this report, we publish further information online. The relevant links can be found at the end of each chapter. 234 221 23 167 Management and Supervisory Boards WE SUPPORT 205 Glossary, Trademarks and Image Sources 320 Report of the Supervisory Board 209 Declaration of Conformity Pursuant to Section 161 AktG 217 Declaration of Corporate Governance 218 2❘ Combined Management's Report 18 Overview 19 The BASF Group Our Strategy 27 4 | Consolidated Financial Statements 219 The BASF Group's Business Year 56 Environmental, Social and Governance 100 Statement by the Board of Executive Directors 220 Forecast Independent Auditor's Report UN GLOBA To Our IFRS Sustainability Alliance Q<>=9 Contents To Our Shareholders Combined Management's Report Corporate Governance Consolidated Financial Statements Overviews Letter from the Chairman of the Board of Executive Directors 10 The Board of Executive Directors of BASF SE BASF on the Capital Market 13 14 BASF Report 2023 To Our Shareholders - Letter from the Chairman of the Board of Executive Directors < > 10 10 Dear shareholder, - At BASF, we are accustomed to working under pressure and not just in our plants. The year 2023 once again required enormous effort on our part, as the entire chemical industry is in upheaval. Our markets, our competitors and the needs of our customers are changing rapidly. The world is still experiencing geopolitical conflicts, weak economic growth and high interest rates due to ongoing inflation. In Europe, structurally higher energy price levels, extremely sluggish growth and overregulation are especially challenging for the competitiveness of local European producers. This difficult environment is demanding everything from us and is reflected in our figures. However, we accept these challenges. We are taking action to maintain our competitiveness, especially in Germany. We want to grow profitably worldwide and become climate-neutral. We worked hard on this in 2023. I am convinced: We will succeed in all these areas because we are a strong company. We have the will to change and a concrete plan, which we are systematically implementing. And we will emerge even stronger from these tough times, just as we have done repeatedly over our 158-year history. Clear focus on strengthening competitiveness and profitability "E BASF supplies products and services to around 78,000 customers from various sectors in almost every country in the world. We want to further strengthen these relationships and win new customers too. The operating environment has changed significantly in recent years for our Battery Materials, Coatings and Agricultural Solutions businesses. Our competitors in these sectors are making a more focused push into the market and are thus increasingly challenging us. At the same time, these business areas are not integrated so deeply into the BASF Verbund. That is why we will be giving them more space so they can tailor their business models and processes more precisely to the needs of their customers and perform even more successfully on the market. Despite these changes, BASF remains an integrated company with a broad portfolio. Particularly in a year such as 2023, this structure proved its value once again. The Coatings and Agricultural Solutions divisions generated record earnings, which partly offset weak results in other segments. We have the will to change and a concrete plan. In Germany in particular, we are working systematically on our competitiveness and profitability. We are reducing our costs by adapting our production structures, among other measures. We acted promptly, but we must not let up. Given the extremely difficult market environment and structural challenges, we need targeted measures at our site in Ludwigshafen in particular to make it fit for the future. And we will continue to be under enormous pressure here owing to the weak demand compared with other regions, high energy prices and increasingly far-reaching regulatory requirements. This is why we are implementing changes where we need to. We are altering where it makes us better. But we are also investing where we see opportunities. 14 Shareholders BASF Report 2023 1 Captions are not part of the audit. Unless otherwise stated, page numbers relate to pages within the Combined Management's Report or in the Notes to the Consolidated Financial Statements. The management's reports for the BASF Group and BASF SE have been combined for the first time in this annual report. The reporting period is from January 1, 2023, up to and including December 31. Unless otherwise stated, the presentation of the results of operations, financial position and net assets as well as the expected development with its significant opportunities and risks relate to the BASF Group. Information relating exclusively to BASF SE is marked as such and is dealt with in a separate section (Disclosures on BASF SE in accordance with the German Commercial Code (HGB)). The combined Nonfinancial Statement (NFS) is integrated into the Combined Management's Report and includes, as far as possible, the disclosures for the BASF Group and BASF SE as the parent company. Material topics for BASF SE are largely congruent with the topics identified for the BASF Group. Deviations are presented in the separate nonfinancial section on BASF SE on page 189. The NFS disclosures can be found in the relevant sections of the Combined Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative (GRI) Standards and the reporting requirements of the U.N. Global Compact. The information on the financial position and performance of the BASF Group complies with the requirements of the International Financial Reporting Standards (IFRS) and, where applicable, the German Commercial Code (HGB), German Accounting Standards (GAS) and the guidelines on alternative performance measures from the European Securities and Markets Authority (ESMA). Internal control mechanisms ensure the reliability of the information presented in this report. The information contained in this report also serves as a progress report on BASF's implementation of the 10 principles of the U.N. Global Compact. KPMG AG Wirtschaftsprüfungsgesellschaft has performed an independent limited assurance of the disclosures in the online GRI Index. The results of this assurance are also available in the online report in the form of an assurance statement. We also publish additional information on sustainability online in accordance with the industry-specific requirements of the Sustainability Accounting Standards Board (SASB). BASF's Report addresses elements of the framework of the former International Integrated Reporting Council (IIRC), which is now incorporated into the work of the International Sustainability Standards Board (ISSB) to develop internationally recognized standards for sustainability reporting. Our involvement in networks and in national and international standard-setting bodies gives us the opportunity to share our experiences of integrated reporting with stakeholders and, at the same time, give and receive inspiration for enhancing our reporting. Material topics along the value chain form the focal points of our reporting and define the limits of this report. In identifying, prioritizing and validating material, sustainability-related topics, we are guided by the principle of double materiality, taking into consideration financial materiality and impact materiality. General information on the materiality analysis can be found under "Our Sustainability Concept" from page 48 onward. Material topics are explained in the "Material Topics in Focus" sections. For more information on the results of operations, net assets and financial position, see page 61 onward For more information on our sustainability reporting, see page 48 and 100 onward The 2023 BASF Online Report can be found at basf.com/report The GRI and Global Compact Index can be found at basf.com/en/gri-gc The SASB index can be found at basf.com/sasb BASF Report 2023 About This Report 00 8 Data COMPACT All information and bases for calculation in this report are founded on national and international standards for financial and sustainability reporting. The data and information for the reporting period were sourced from the expert units responsible using representative methods. Due to rounding, individual figures may not add up exactly to the totals shown and percentages may not correspond exactly to the figures shown. The reporting period is the 2023 business year. We include relevant information made available up to the preparation of this report by the Board of Executive Directors at the accounts meeting on February 19, 2024 (editorial deadline). indicated, data on social responsibility and transportation safety Symbols used and captions refers to the BASF Group's scope of consolidation. External audit Π You can find more information in this report. You can find more information online. This information is voluntary and was not audited by the auditor. has undergone a separate limited assurance by our auditor. ☐☐☐The content of this section is voluntary, unaudited information, which was critically read by the auditor. Our reporting is independently audited by third parties. KPMG AG Wirtschaftsprüfungsgesellschaft has audited the BASF ( ) The content of this section is not part of the statutory audit but Group Consolidated Financial Statements and the Combined Management's Report and has approved them free of qualification. The limited assurance of the sustainability information contained in the Management's Report was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant assurance standards for sustainability reporting. KPMG conducted a reasonable assurance of all disclosures on the most important nonfinancial key performance indicator "absolute CO2 emissions" (Scope 1 and 2). KPMG also conducted a limited assurance of the combined Nonfinancial Statement (NFS). The Independent Auditor's Report can be found on page 221 onward An assurance statement on the sustainability information in the BASF Report 2023 can be found at basf.com/sustainability_information An assurance statement of the NFS can be found at basf.com/nfs-audit-2023 The section "Employees" refers to employees active in a company within the BASF Group's scope of consolidation as of December 31, 2023. Our data collection methods for environmental protection and safety are based on the recommendations of the International Council of Chemical Associations (ICCA) and the European Chemical Industry Forward-looking statements and forecasts Council (CEFIC). We report all data of the worldwide production sites of BASF SE, its fully consolidated subsidiaries and proportionally consolidated joint operations in the sections "Environmental" and "Social." BASF SE subsidiaries that are fully consolidated in the Group financial statements in which BASF holds an interest of less than 100% are included in full in environmental reporting. The emissions of proportionally consolidated joint operations are disclosed pro rata according to the respective shareholding. Work-related accidents at all sites of BASF SE and its subsidiaries as well as joint operations and joint ventures in which we have authority in terms of safety management are compiled worldwide regardless of our interest and reported in full. Unless otherwise This report contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward-looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors: they involve various risks and uncertainties and they are based on assumptions that may not prove to be accurate. Such risk factors include in particular those discussed in Opportunities and Risks on pages 173 to 183. We do not assume any obligation to update the forward-looking statements contained in this report above and beyond the legal requirements. BASF Group's scope of consolidation for its financial reporting comprises BASF SE, with its headquarters in Ludwigshafen, Germany, and all of its fully consolidated subsidiaries and proportionally consolidated joint operations. Shares in joint ventures and associated companies are accounted for, if material, using the equity method in the BASF Group Consolidated Financial Statements and are thus not included in the scope of consolidation. BASF on the Capital Market 7 Selected Key Figures Excluding Precious Metals EBITDA before special items €68.9 billion (2022: €87.3 billion) €3.8 billion (2022: €6.9 billion) €7.7 billion ROCE 4.5% (2022: 10.0%) Free cash flow €2.7 billion (2022: €3.3 billion) Sales by segment and Other Chemicals €10.4 billion (2022: €14.9 billion) Materials €14.1 billion (2022: €18.4 billion) Industrial Solutions €8.0 billion (2022: €10.0 billion) Other €3.2 billion (2022: €4.4 billion) €68.9 billion (2022: €87.3 billion) Surface Technologies €16.2 billion Greenhouse gas emissionsa EBIT before special items Employees 7,176 Sales (billion €) 319 Rethinking chemistry BASF Report 2023 BAS O-BASF We create chemistry BASF Group 2023 at a glance Our integrated reporting combines financial and sustainability reporting. We inform you how we are developing as a company and how we create value for our stakeholders. Sales and employees by region (by location of company) EUROPE NORTH AMERICA ASIA PACIFIC (million metric tons of SOUTH AMERICA, AFRICA, MIDDLE EAST 27.6 Sales (billion €) 67,562 Employees 19.0 Sales (billion €) 16,060 Employees 17.1 Sales (billion €) 21,193 Employees 5.1 (2022: €10.8 billion) CO₂ equivalents) Sales Capital expenditures (capex) Rutger, 27, is an expert in carbon management at our Verbund site Antwerp, Belgium. Inspired by his grandfather, a chemistry professor, Rutger decided to become a chemical engineer. It all starts with chemistry. Chemistry is the industry of industries. Rutger is convinced that a significant contribution to society and environmental protection can be made here, at the beginning of the value chain. As part of the team, he is working to reduce greenhouse gas emissions such as CO2 and nitrogen dioxide in production. Coordination between different production plants and supply units is crucial here – Rutger wants to reuse the energy that one plant releases as a resource elsewhere. These optimization measures help BASF to continuously reduce the carbon footprint and use resources efficiently. Rethinking chemistry Zi Ming Yang Process Engineering Research Assistant Zi Ming, 30, works as a researcher at BASF's Innovation Campus in Shanghai, China. She comes from the Chinese province of Shanxi, an area that is primarily characterized by coal mining. She realized early on that she wanted to work in sustainable technology research. Her passion for innovation in chemistry led her from her hometown to Oxford University and back to Shanghai. Today, she works with a team on pioneering technologies for advanced heating concepts, hydrogen recovery and CO2 efficiency. Zi Ming focuses in particular on technology scouting, benchmarking and process modeling to accelerate the transition of cutting-edge technologies from the lab to the production line. BASF Report 2023 Contents About This Report Q< >= 6 Contents To Our Shareholders Corporate Governance Consolidated Financial Statements Overviews 1 | To Our Shareholders Expert 9 191 5❘ Overviews 316 Letter from the Chairman of the Board of Executive Directors The Board of Executive Directors of BASF SE .10 Corporate Governance Report 192 Ten-Year Summary 317 13 Compliance 202 40.1 3| Corporate Governance Rutger Leenknecht Carbon Management Combined Management's Report (2022: €4.1 billion) €5.2 billion chemistry Employees at year-end 111,991 (2022: 111,481) (2022: €21.3 billion) 21.9 18.4 Nutrition & Care €6.9 billion (2022: €8.1 billion) Research and development expenses Personnel expenses Agricultural Solutions €10.1 billion (2022: €10.3 billion) 16.9 sale of energy to third parties) Rethinking a Scope 1 and Scope 2 (excluding the Gabriela, 28, works in Technical Service at the site Technical Service Representative dos Santos Gabriela Uchôna in São Paulo, Brazil. She is passionate about our customers. She works closely with them to develop innovative solutions tailored to their needs. As part of a project to produce more eco-friendly cleaning agents, she worked in a team on a preservative of natural origin - one of the few ingredients that has mainly been produced synthetically until now. The basis: terpenes extracted from orange peel. No other country produces more oranges than Brazil. So why not use the peel? The preservative LutensitⓇ EcoCitrus can be used in a variety of household cleaners and detergents to effectively counteract bacteria and fungi in an environmentally friendly way. By using recycled and renewable raw materials instead of fossil ones, Gabriela wants to contribute to more sustainability and environmental compatibility in the home care industry. €11.0 billion (2022: €11.4 billion) (2022: €2.3 billion) 1990 2018 2022 2023 €2.1 billion Rethinking chemistry Social 22 Net Assets 66 Governance E.U. Taxonomy 68 Environmental, Social and Governance 100 101 61 Financial Position Results of Operations Combined Management's Report Environmental 56 Economic Environment 20 Sites and Verbund The BASF Group Nonfinancial Statement Disclosures TCFD Recommendations Index. Material Topics in Focus 56 The BASF Group's Business Year 19 Overview Corporate Governance Consolidated Financial Statements Overviews 131 21 153 Nutrition & Care 22 To Our Shareholders 90 37 Our Steering Concept. 87 Surface Technologies 34 Business Models of the Segments 173 170 167 167 84 Opportunities and Risks Industrial Solutions 30 Outlook 2024 81 Materials 27 Our Strategic Action Areas Our Strategy Economic Environment in 2024 77 Chemicals Forecast 74 72 23 Actual Development Compared with Outlook for 2023 Business Review by Segment 23 161 Contents 6.76 Report 10.3 7.3 Price-earnings ratio (P/E ratio)b BASFY (ADR) 57 36 % Payout ratio BAS 6.97 7.33 5.50 5.10 195.1 4.90 Dividend yieldb 3.40 3.40 3.40 3.30 3.30 € Dividend per share 2.78 6.96 Disclosures on BASF SE in Accordance with HGB 3.21 4.00 % BAS GY a Average, Xetra trading BASFn.DE Combined Management's BASF Report 2023 2 2 Other greenhouse gases are converted into CO2 equivalents in accordance with the Greenhouse Gas Protocol. 1 Morningstar Sustainalytics provides institutional investors and companies with ESG and corporate governance research, ratings and analytics. For more information on the Investor Update in December 2023, see basf.com/investor-update Register for the newsletter with current topics and dates at basf.com/share/newsletter Contact the Investor Relations team by phone at +49 621 60-48230 or email ir@basf.com For more information on the 2022-2023 share buyback program, see basf.com/sharebuyback For more information on the Investor Update in February 2023, see basf.com/FY2022 For more information on BASF shares, see basf.com/share Analysts and investors have again confirmed the quality of our financial market communications. At the Investors' Darling awards ceremony, Manager Magazin presented BASF with special prizes for sustainability communications and digital communications. In addition, NetFed, a consultancy specializing in digital communications, awarded the BASF Investor Relations website second place in the IR Benchmark 2023. For more information on our climate protection targets, see page 29 For more information on the Differentiated Steering concept, see page 37 onward As part of an Investor Update in the presence of analysts and investors in Ludwigshafen, Germany, in December 2023, Dr. Martin Brudermüller and Dr. Dirk Elvermann announced a more strongly differentiated approach to steering BASF operations and the new financial key performance indicators in the reporting and steering for the BASF Group, which will be used from 2024 onward. Furthermore, the progress made toward the corporate targets for Scope 1 and 2 emissions was presented and the targets for Scope 3.1 emissions were announced for the first time.2 In February 2023, Dr. Martin Brudermüller and Dr. Hans-Ulrich Engel presented concrete measures to increase BASF's competitiveness in Europe as part of a virtual Investor Update. Detailed information was provided on a cost savings program in nonproduction units with a focus on Europe and on the adaptation of production structures at the Verbund site in Ludwigshafen, Germany. Regular and transparent communication with the capital market is key to increasing long-term value. We engage with institutional investors and rating agencies in numerous one-on-one meetings, as well as at roadshows and conferences worldwide, and give private investors an insight into BASF at informational events. In 2023, we increasingly offered physical formats again in addition to virtual formats such as video and conference calls. Investor Updates in February 2023 and December 2023 Increased number of in-person investor events, complemented by virtual formats At a glance Around 25 financial analysts regularly publish reports on BASF. The latest analyst recommendations for our shares as well as the average target share price ascribed to BASF by analysts can be found online at basf.com/analystestimates. Analysts' recommendations For more information on biodiversity, see page 116 onward For more information on emissions to air, waste and remediation, see page 110 onward For more information on water, see page 112 onward For more information on the key sustainability indexes, see basf.com/sustainabilityindexes For more information on energy and climate protection, see page 102 onward BASF is a founding member of the United Nations Global Compact. This means we consistently support the U.N. Global Compact and its 10 principles of responsible business conduct and the Sustainable Development Goals. risk and was recognized for its risk management, for example, in the areas of CO2 emissions, wastewater and waste, and occupational health and safety. In the Morningstar Sustainalytics¹ ESG Risk Ratings, BASF belongs Close dialog with the capital market to the best category for "diversified chemicals" with a medium ESG 17 ΚΕ To Our Shareholders - BASF on the Capital Market BASF Report 2023 b Based on year-end share price Q< >= 18 184 Combined Management's Report - Overview 40 Employee engagement Supplier management Learning and development International labor and social standards What we expect from our leaders Health protection Dialog with employee representatives Inclusion of diversity Occupational safety Water Management of waste and contaminated sites Transportation and storage Steering of product portfolio Resource efficiency Product stewardship Competition for talent Emissions to air Emergency response and corporate security Energy and climate protection Biodiversity and ecosystems Process safety E.U. taxonomy BASF Group NFS of BASF SE Anti-corruption and bribery matters Respect for human rights Social matters Employee-related matters Environmental matters E.U. taxonomy Supplier management Compensation and benefits Societal engagement International labor and social standards Pages 202-204 (targets, measures, results) Page 41 (targets) /pages 158-160 (targets, measures, results) Pages 154-157 (targets, measures, results) Pages 155-156 (targets, measures, results) Pages 51 and 141-142 (targets, measures, results) Pages 135-136 (targets, measures, results) Pages 133-134 (targets, measures, results) Page 41 (targets) / page 133 (targets, measures, results) Page 41 (targets) /pages 158-160 (targets, measures, results) Pages 134-135 (targets, measures, results) Pages 155-156 (targets, measures, results) Pages 131 and 143–145 (targets, measures, results) Page 133 (targets, measures, results) Page 41 (targets) /pages 138-139 (targets, measures, results) Page 41 (targets) /pages 131 and 143–144 (targets, measures, results) Page 137 (targets, measures, results) Page 41 (targets) /pages 101 and 112-115 (targets, measures, results) Pages 101 and 110-111 (targets, measures, results) Pages 101 and 130 (targets, measures results) Pages 101 and 110-111 (targets, measures, results) Pages 131 and 149-151 (targets, measures, results) Pages 46-47 and 110-111 (targets, measures, results) Pages 48-49 (targets, measures, results) Page 41 (targets) /pages 158-160 (targets, measures, results) Page 41 (targets) /pages 101 and 102-109 (targets, measures, results) Pages 129 and 152 (targets, measures results) Page 41 (targets) /pages 101 and 127-128 (targets, measures, results) Pages 116-120 (targets, measures, results) Pages 161-166 Pages 23-26 Concepts and results Employees, innovation, purchasing, health, safety, environment Supplier management Compliance Responsibility for human rights Supplier management Topics Targets and Target Achievement 2023 Business model Combined Nonfinancial Statement (NFS) disclosures in the relevant chapters of the integrated report 19 Combined Management's Report - Overview BASF Report 2023 189 188 186 Net Assets and Financial Position of BASF SE Forecast, Opportunities and Risks of BASF SE Nonfinancial and Other Disclosures of BASF SE 54 54 Innovation 99 Regional Results 52 Overview How We Create Value Non-Integral Oil and Gas Business 48 Our Sustainability Concept 185 Results of Operations of BASF SE 96 Other 42 Material Investments and Portfolio Measures 184 Corporate Structure 93 Agricultural Solutions 97 Combined Management's Report GRI 2 The Combined Management's Report comprises the content on pages 18 to 190, as well as the disclosures required by takeover law and the Declaration of Corporate Governance. The combined Nonfinancial Statement (NFS) is also integrated into the Combined Management's Report. 20 20 € BASF Report 2023 Captions and quotes are not part of the audit. Unless otherwise stated, page numbers relate to pages within the Combined Management's Report or in the Notes to the Consolidated Financial Statements. The content of this section is voluntary, unaudited information, which was critically read by the auditor. The Combined Declaration of Corporate Governance of BASF SE and the BASF Group in accordance with sections 289f and 315df HGB can be found in the Corporate Governance chapter from page 218 onward and is a component of the Combined Management's Report. It comprises the Corporate Governance Report, including the description of the diversity concept for the composition of the Board ☐☐ of Executive Directors and the Supervisory Board (excluding the disclosures required by takeover law), compliance reporting, and the Declaration of Conformity pursuant to section 161 AktG. Pursuant to section 317(2) sentence 6 HGB, the auditor checked that the [ ] The content of this section is not part of the statutory audit but has undergone a separate limited assurance by our auditor. You can find more information online. This information is voluntary and was not audited by the auditor. You can find more information in this report. ୮ Symbols used and captions BASF supports the recommendations of the Task Force on Climate- related Financial Disclosures (TCFD). Disclosures recommended by the TCFD are presented in a number of places throughout this report. The table on page 21 shows the sections and subsections in which the relevant information can be found. Financial Disclosures Recommendations of the Task Force on Climate-related In the BASF Report 2023, we present the Management's Reports for the BASF Group and BASF SE - where possible and not otherwise stated - in combined form for the first time in accordance with GAS 20.22. Information relating exclusively to BASF SE is dealt with in the section "Disclosures on BASF SE in accordance with the German Commercial Code (HGB)." Combined Management's Report in accordance with GAS 20.22 disclosures according to section 315d HGB in accordance with section 289f(2) HGB with were made. Declaration of Corporate Governance in accordance with sections 289f and 315d HGB The Compensation Report is available at basf.com/compensationreport The Compensation Report in accordance with section 162 of the German Stock Corporation Act (AktG) is publicly available on the BASF website together with the assurance statement of the substantive and formal audit issued by the auditor. Compensation Report The disclosures required by takeover law in accordance with sections 289a and 315a of the German Commercial Code (HGB) can be found in the Corporate Governance chapter starting on page 218. They form part of the Combined Management's Report, which is audited as part of the annual audit. Disclosures required by takeover law in accordance with sections 289a and 315a HGB a limited assurance of the NFS. An assurance statement of the limited assurance can be found online at basf.com/nfs-audit-2023. The audit was conducted in accordance with ISAE 3000 (Assurance Engagements other than Audits or Reviews of Historical Financial Information) and ISAE 3410 (Assurance Engagements on Greenhouse Gas Statements), the relevant international auditing standards for sustainability reporting. Within the scope of the annual audit, KPMG checked pursuant to section 317(2) sentence 4 HGB that the NFS was presented in accordance with the statutory requirements. KPMG also conducted In accordance with the E.U. Taxonomy Regulation and the supplementary delegated acts, the NFS includes the proportion of the Group's taxonomy-eligible and our Group-wide taxonomy-aligned turnover, capital expenditures (including acquisitions and excluding goodwill in accordance with the E.U. taxonomy) and operating expenditures for the 2023 business year for the two climate targets. For the four new environmental targets, we are reporting the taxonomy-eligible shares for the first time for 2023. The NFS disclosures are located in the relevant sections of the Combined Management's Report and have been prepared in accordance with the appropriate frameworks: the Global Reporting Initiative Standards and the reporting requirements of the U.N. Global Compact. In addition to a description of the business model, the NFS includes disclosures on the environment, employee-related and social matters, respect for human rights, and anti-corruption and bribery matters to the extent that these are required to understand the development and performance of the business, the Group's position and the impact of business development on these aspects. NFS in accordance with sections 289b, 289c, 315b and 315c of the German Commercial Code (HGB) NFS disclosure Adjusted earnings per share 68.29 0.25 70 Weighting of BASF shares in important indexes as of December 31, 2023 80 ■ EURO STOXX 50 ■ MSCI World Chemicals ■BASF share ■ DAX 40 90 7.6% 6.4% 100 5.8% 0.1% 2013-2023 110 70 10.3% 9.7% 1.8% 120 2018-2023 130 80 90 90 100 110 120 130 Long-term performance of BASF shares compared with indexes Average annual increase with dividends reinvested 11.1% Assuming that dividends were reinvested, BASF's share performance increased by 12.9% in 2023. The benchmark indexes of the German and European stock markets - the DAX 40 and the Jan Mar 3.30 3.40 3.40 3.40 By region, rounded Shareholder structure Dividend per share € per share To Our Shareholders - BASF on the Capital Market BASF Report 2023 3.9% MSCI World Chemicals. MSCI World Chemicals 14.3% EURO STOXX 50 22.2% Feb DAX 40 20.3% 1.4% EURO STOXX 50 3.6% DAX 40 Dec Nov Oct Sep Aug Jul Jun May Apr ― BASF share 12.9% weakening of the economy, continued high inflation, higher interest rates and increasing geopolitical tensions; these led to significant uncertainty on the global markets and dampened demand in many sectors. After BASF's share price reached an annual high of €54.04 on February 3, 2023, it initially declined over the year. During the last two months of 2023, the stock market was supported by expectations of future interest rate cuts. BASF shares recovered in line with the overall market and closed the year at €48.78. Share performance in the course of the year was mainly attributable to the BASF share performance For the chemical industry, Europe will continue to be the most challenging market due to its low growth and structurally higher energy prices compared with other regions. In addition, there are increasingly far-reaching regulatory requirements. BASF and large parts of our customer industries are drowning in this sea of red tape. Nevertheless, I remain an optimist! We can successfully maintain and strengthen our industrial basis in Europe if there is widespread willingness to embrace change among society, business and policymakers. But this will also require a new regulatory framework. One that promotes innovations for climate protection, enables the international competitiveness of new processes and accelerates the expansion of renewable energies at competitive prices. We need an "Industrial Deal" to again foster more entrepreneurship, creativity and profitable growth for the chemical industry and our customer industries in Europe. Positive change requires a team effort The framework conditions will remain difficult in 2024. We expect the subdued momentum in the global economy seen in 2023 to continue into the first half of 2024. Global economic growth will likely only pick up slightly as the year progresses. BASF continues to have a high equity ratio and a strong balance sheet. Yet, a glance at our figures also shows that we are working effectively on our cost base. We considerably reduced our inventory levels and achieved a strong cash flow from operating activities. BASF therefore continues to have a high equity ratio and a strong balance sheet. This is all good news for you, dear shareholders. It is our goal to increase our dividend per share each year, or at least maintain it at the previous year's level. We will therefore propose a dividend of €3.40 per share, matching the prior-year level, to the Annual Shareholders' Meeting in April 2024. Based on the 2023 year-end share price of €48.78, the BASF share again offers a high dividend yield of 7.0%. To Our Shareholders - Letter from the Chairman of the Board of Executive Directors BASF Report 2023 All these successes cannot hide the fact that 2023 was an economically tough year for BASF. We did not reach our targets or meet analyst estimates for sales and income from operations (EBIT) before special items. Our sales in 2023 amounted to €68.9 billion (2022: €87.3 billion), a decrease of around 21% versus the prior year. The downward sales trend was driven by significantly lower prices and volumes, while currency effects also had a dampening effect on sales. EBIT before special items declined to €3.8 billion (2022: €6.9 billion). This year-on-year decline of nearly 45% resulted from lower margins due to decreased sales. These could not be offset by the reduction in fixed costs we achieved. Framework conditions remain difficult Furthermore, we are steadily expanding our portfolio of low-emission products. As part of this, we are also advancing the circular economy. With loopamidⓇ, BASF launched a solution for greater circularity in the textile industry in early 2024. Textile waste is recycled as a valuable raw material to produce polyamide 6. This idea strikes a chord with our customers: Fashion company Zara recently presented a jacket made entirely of recycled polyamide. All its components - from the fabrics and filling to the hook-and-loop fastener and zipper - are made of loopamidⓇ, so the garment is also 100% recyclable. This is a fantastic achievement! reduce our specific Scope 3.1 emissions by 15% compared with 2022. In the future, we want to source raw materials with a smaller carbon footprint than today's level from our suppliers. purchased from our suppliers. By 2030, we intend to Moreover, we have committed to reducing the "G I am excited to see how the entire BASF team greenhouse gas emissions from raw materials is pulling together. already pursuing two other major wind farms: 66 growing. We are getting ever closer to this target. We inaugurated the offshore wind farm Hollandse Kust Zuid in the Dutch North Sea in 2023. This is an incredible success! And we are officially By 2050, we aim to achieve net-zero CO2 emissions for our production (Scope 1) and our energy purchases (Scope 2). Despite the difficult economic times, we are firmly committed to this ambitious goal. I am excited and proud to see how the entire BASF team is pulling together to make this a reality. We are changing how we produce. With new electrified technologies, such as the world's first electrically heated steam cracker furnace, we are testing what is possible. We are transitioning our energy supply from grey to green. Whether through investments in wind farms, solar parks or green electricity contracts, we already meet 20% of our electricity demand from renewable sources. By 2030, this proportion should rise to at least 60% worldwide - even though our demand for electricity is Pioneer on the path to climate neutrality As we decided in 2018, we will be divesting the oil and gas business. At the end of 2023, BASF, LetterOne and Harbour Energy signed an advantageous agreement to combine the businesses of Wintershall Dea and Harbour Energy. It is planned to transfer the exploration and production business, excluding Russia-related activities, to the publicly listed firm Harbour Energy in the fourth quarter of 2024. We are altering where it makes us better and investing where we see opportunities. Our strategy is to produce locally for local markets. We want to be close to our customers, and we focus on innovation-driven growth areas. In 2023, we opened Europe's first colocated center for battery material production and battery recycling in Schwarzheide, Germany. We are the first global producer of battery materials with production in all three core markets: Europe, the United States and Asia. In Geismar, Louisiana, the expansion of our MDI plant is well underway. This enables us to serve the growing demand from our North American customers in industries such as construction, automotive and furniture. And construction at our new Verbund site in Zhanjiang, China, is proceeding at an impressive pace on a site the size of 550 soccer fields. This project is fully on schedule and on budget. Focus on future industries and growth markets 11 < > To Our Shareholders - Letter from the Chairman of the Board of Executive Directors BASF Report 2023 in the German North Sea and off the coast of Zhanjiang in China. Our colleagues are rethinking chemistry every day. At BASF, chemistry is our passion. At every site around the globe, our colleagues pursue this passion with dedication and creativity. They are rethinking chemistry every day, just like the three young employees shown on the cover of this report. I also joined BASF as a young person in 1988, and I have had the opportunity to help shape the development of our company in various roles for the past six years as Chairman of the Board of Executive Directors. After 36 years at BASF, I will hand over the Chairmanship to Markus Kamieth following the Annual Shareholders' Meeting on April 25, 2024. I am certain: The company is in great hands with him and the new Board team. I am honored to have spent my entire career devoting all my strength and passion to the prosperity and future of our BASF. I am proud of what we have changed and achieved together, in what were not easy times. From the bottom of my heart, I thank the entire BASF team for their drive, perseverance and motivation. And I thank you, dear shareholders, for your trust. Yours, With dividends reinvested; indexed Change in value of an investment in BASF shares in 2023 Proposed dividend of €3.40 per share at prior-year level Dividend yield of 7.0% based on the 2023 year-end share price ■ BASF share price increased by 5.2% in 2023 ■ At a glance 14 < > In 2023, stock markets were characterized by a weakening of the global economy. Continued high inflation, higher interest rates and increasing geopolitical tensions led to economic uncertainty and dampened demand in many sectors. A dividend at prior-year level of €3.40 per share will be proposed to the Annual Shareholders' Meeting. Based on the year-end share price for 2023, BASF shares offer a high dividend yield of 7.0%. GRI 2 BASF on the Capital Market To Our Shareholders - BASF on the Capital Market BASF Report 2023 1 The Supervisory Board of BASF SE made the following personnel changes to the Board of Executive Directors of BASF SE on December 20, 2023: Dr. Markus Kamieth will succeed Dr. Martin Brudermüller as Chairman of the Board of Executive Directors of BASF SE, effective as of the end of the Annual Shareholders' Meeting on April 25, 2024. Dr. Katja Scharpwinkel succeeds Dr. Melanie Maas-Brunner as member of the Board of Executive Directors, effective February 1, 2024. Anup Kothari will be appointed as a further member of the Board of Executive Directors, effective March 1, 2024. 13 Dr. Melanie Maas-Brunner Dr. Stephan Kothrade Dr. Markus Kamieth Michael Heinz Dr. Dirk Elvermann Chairman of the Board of Executive Directors Dr. Martin Brudermüller The Board of Executive Directors of BASF SE1 To Our Shareholders - The Board of Executive Directors of BASF SE BASF Report 2023 12 Martin Brudermüller Marten Burdeniller 3.30 3.20 3.10 3.00 million € Reuters (Xetra trading) Bloomberg (Xetra trading) Pink Sheets / OTCQX Deutsche Börse International ticker symbols ISIN International Securities Identification Number United States (CUSIP number) Germany Securities code numbers Further information on the BASF share 46.71 49.90 187.6 66.20 64.77 € 40.59 38.85 57.88 39.04 56.20 € 54.04 68.69 72.61 74.49 € 53.31 219.2 170.8 183.0 -0.70 6.01 -1.15 9.17 € Earnings per share 055262505 BASF11 43.5 41.5 56.7 59.4 61.9 billion € Market capitalization December 31 892.5 893.9 918.5 918.5 918.5 million shares Number of shares December 31 2.5 3.7 2.6 4.1 2.9 million shares 117.3 48.78 DE000BASF111 46.39 64.72 Share buyback program With this proposed dividend, BASF shares offer a high dividend yield of 7.0% based on the year-end share price for 2023. BASF is part of the DivDAX share index, which contains the 15 companies with the highest dividend yield in the DAX 40. It is to be proposed to the Annual Shareholders' Meeting that a dividend of €3.40 per share, at the same level as in the previous year, be resolved, and thus €3.0 billion¹ be paid out to the shareholders of BASF SE. Proposed dividend EURO STOXX 50 - rose by 20.3% and 22.2% over the same period, respectively. The global industry index MSCI World Chemicals gained 14.3%. United States/Canada Not identified 18% 10% Rest of world 3% Rest of Europe 10% United Kingdom/Ireland BASF ended its share buyback program on February 24, 2023, earlier than planned. This was done in line with the company's priorities for the use of cash and in view of the profound changes in the global economy over the course of 2022. From January 11, 2022, until 8% 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 51% Germany 2.80 2.90 15 1 Based on the number of outstanding shares as of December 31, 2023 (892,522,164) February 23, 2023, 25,956,530 own shares were repurchased; this corresponds to 2.8% of the share capital at the time the program was announced. The purchase price for these own shares was around €1.4 billion. Originally, the share buyback program had been planned to reach a volume of up to €3 billion and to be completed by the end of December 2023 at the latest. Broad base of international shareholders 67.35 € 2023 2022 2021 2020 2019 BASF again achieved Prime status (B-) in the ISS ESG rating developed by Institutional Shareholder Services, placing it in the top 10% of the companies assessed. MSCI ESG Research awarded BASF an A rating in 2023. The analysts highlighted BASF's presence in clean technology markets and its clearly defined strategy to reduce CO2 emissions and water consumption. Daily trade in sharesa Year average Year low Year high Year-end price Key BASF share data The CDP assessment for sustainable water management takes into account how transparently companies report on their water management activities and how they reduce risks such as water scarcity. BASF continues to implement its sustainable water management target at all relevant production sites. CDP also evaluates the extent to which product developments can contribute to sustainable water management for customers. BASF also participated in the CDP's "Forests" assessment for the fourth time in 2023. The assessment is based on detailed insights into the palm value chain and on activities that impact ecosystems and natural habitats. In February 2024, CDP once again awarded BASF Leadership status in the categories of climate protection, water management and forest protection for the 2023 business year. BASF achieved a rating of A in each category. In the climate protection category, CDP assesses, among other things, the transparency of emissions reporting, the handling of opportunities and risks arising from climate change, the climate protection strategy and measures to reduce CO2 emissions. BASF has participated in the program established by the international organization CDP for reporting on data relevant to climate protection since 2004. CDP represents more than 740 investors with over $136 trillion in assets and more than 330 major organizations with $6.4 trillion in purchasing power. BASF again achieved "Prime" status in ISS ESG rating CDP again awards BASF Leadership status At a glance BASF - a sustainable investment 16 To Our Shareholders - BASF on the Capital Market BASF Report 2023 For more information on employee share purchase opportunities, see page 132 onward In many countries, we offer share purchase programs that turn our employees into BASF shareholders. In 2023, around 26,700 employees (2022: around 27,100) purchased BASF shares worth €68.1 million (2022: €92.8 million). Employees becoming shareholders With over 900,000 shareholders, BASF is one of the largest publicly owned companies with a high free float. An analysis of the shareholder structure carried out at the end of 2023 showed that, at around 18% of share capital, the United States and Canada made up the largest regional group of institutional investors. Institutional investors from Germany accounted for around 4%. Institutional investors from the United Kingdom and Ireland hold 8% of BASF shares, while investors from the rest of Europe hold a further 10% of capital. Approximately 47% of the company's share capital is held by private investors, nearly all of whom reside in Germany. BASF is therefore one of the DAX companies with the largest percentage of private shareholders. 61.78 Page 41 (targets) /pages 158-160 (targets, measures, results) Pages 189-190 (results)